CONTRACT FOR CONTRACTOR SERVICES This AGREEMENT made this __ day of ____ 2005, between: CLIENT: _________________________________________, (“Client”) having a subsidiary place of business at: ___________________. __________________ (“Contractor”) having a subsidiary place of business at: _________________________________RECITALS WHEREAS, Client is ______________________, a consulting firm; Contractor is ____________________-; Customer is a manufacturer/distributor of cosmetic products; EU is an abbreviation for the countries of the European Union; EU Address is _____________________________’ Product labels are information present on the primary or secondary packing of product; Poison Center Offices are any agencies that regulate the marketing, sale, and distribution of cosmetics products in the EU; Residents of EU Address is anyone residing at the apartment located at the address __________________________ including the owner of record and family members of Contractor. ARTICLE 1. TERM OF CONTRACT Section 1. This Agreement shall become effective on the ____ of _____, 2005 and will continue in effect for as long as CLIENT receives services as described in Article 3 from Contractor unless terminated in accordance with the provisions of Article 8 of this Agreement. ARTICLE 2. NATURE OF BUSINESS Section 2. It is the express intention that CLIENT hire Mercedes Hidalgo as an independent contractor and not as an employee, joint venturer, or partner of CLIENT. Nothing in this agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CLIENT and Contractor.
CONTRACTOR:
WHEREAS, WHEREAS, WHEREAS WHEREAS WHEREAS
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ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR Section 3. Contractor agrees to perform services set forth in this Agreement identified as follows: 3.01 Contractor allows CLIENT to use the address ____________________ Madrid, Spain’ (the “EU Address”) as defined in EU Cosmetics Direction 766/ECC. CLIENT may only use the zip code (28023) and city (Madrid) of the EU Address on the packaging/containers/bottles of cosmetics products that are marketed in the EU. Contractor is to assist CLIENT with the presentation and filing of documents by certified mail with Poison Center Offices in. Spain and Portugal If necessary, Contractor shall present documents in person to Poison Center Offices in Madrid, Spain and only in Madrid, Spain. Contractor shall re-file or re-present documents in accordance with the provisions of 3.03 in case of a change in the formula, label, source of manufacturer, or EU regulations. Contractor shall inform CLIENT in writing at least one hundred eighty days (180) in advance for any change of address. Contractor shall deliver via certified mail any correspondence from the Poison Center Offices to CLIENT at the following address: __________________________. Contractor may contact CLIENT as needed via email, postal delivery, or telephone.
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ARTICLE 4. METHOD OF PERFORMING SERVICES Section 4. Contractor shall determine the method, details, and means of performing the services outlined in Article 3. CLIENT has the right to control the manner or determine the method of accomplishing the services to be provided by Contractor described in Article 3.
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ARTICLE 5. PLACE OF WORK Section 5. Contractor shall perform the services required by this Agreement at any place or location and at any such times as Contractor shall determine. ARTICLE 6: TAXES Section 6. Contractor is subject to all applicable taxes in Spain and deductions shall be made according to country taxation. ARTICLE 7. COMPENSATION Section 7. In consideration for the services performed by Contractor as listed in Article 3, CLIENT agrees to pay Contractor as follows: 7.01 CLIENT agrees to pay Contractor a monthly retainer fee in the amount of Two Hundred Fifty U.S. Dollars per month (US $250.00) for the first nineteen (19) customers. Once Contractor begins to provide service for the twentieth Customer (20th), the monthly retainer fee will increase by Fifty U.S. Dollars per month (US $50.00). The monthly retainer fee will continue to increase by Fifty U.S. Dollars per month (US $50.00) for each additional ten Customers. Contractor agrees to present CLIENT with a monthly invoice. Any expenses over Twenty Five U.S. Dollars per month (US $25.00) generated by Contractor while carrying out the services described in Article 3 of this Agreement shall be reimbursed to Contractor by CLIENT upon presentation of an itemized invoice by Contractor to CLIENT. CLIENT shall pay Contractor the compensation in the currency of United States Dollars. CLIENT shall pay Contractor for services rendered on the first day of each calendar month. CLIENT shall pay Contractor as long as the EU Address remains in any way associated with CLIENT or any Customer. CLIENT may stop payment only when this Agreement has been terminated in accordance with the provisions of Article 8.
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ARTICLE 8. TERMINATION OF AGREEMENT Section 8. Either CLIENT or Contractor may terminate this Agreement at any time pursuant to the following terms:
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Termination by CLIENT 8.01 CLIENT must remove the EU Address from all documents filed with Poison Center Offices on behalf of CLIENT or Customers. CLIENT must take immediate action to remove the EU Address from any products (ie., labels and packing materials) sold by Customers that display the EU Address. Once CLIENT has met the provisions of Sections 8.01 and 8.02 of this Agreement, CLIENT may terminate this Agreement and stop payment to Contractor. Once CLIENT has terminated this Agreement pursuant to this Article 8, Article 13 of this Agreement, Liability of Contractor, shall be severed from this Agreement and remain binding on both parties pursuant to the provisions of Article 13. Termination by Contractor 8.05 Contractor shall give CLIENT ninety days notice (90) of Contractor’s desire to terminate the Agreement. Upon giving notice, CLIENT must comply with provisions of Sections 8.01, 8.02, 8.03, and 8.04 and payment shall continue until CLIENT has satisfied these provisions. Once Contractor has terminated this Agreement pursuant to Section 8.05, Article 13 of this Agreement, Liability of Contractor, shall be severed from this Agreement and remain binding on both parties pursuant to the provisions Article 13. Termination for Failure to Make Agreed-Upon Payments 8.07 Should CLIENT fail to pay Contractor all or any part of the compensation set forth in Article 7 of this Agreement on the date due, Contractor, at the Contractor's option, may terminate this Agreement and take legal action for the lost if the failure is not remedied by CLIENT within thirty (30) days from the date payment is due. ARTICLE 9. OBLIGATIONS OF CONTRACTOR Tools and Instrumentalities, and Postage Section 9.01. Contractor will supply and pay for tools and instrumentalities, and postage costs up to an amount of Twenty Five U.S. Dollars per month (US $25.00). Postage costs include costs of stamps, envelopes, and other minor expenses. Tools and instrumentalities include paper, paper clips, folders, binders, etc. CLIENT agrees to
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reimburse Contractor for any tools and instrumentalities/postage costs in excess of Twenty Five U.S. Dollars per month (US $25.00) in accordance with Section 7.03 of this Agreement. Assignment Section 9.02. Neither this Agreement nor any duties or obligations under this Agreement may be assigned by Contractor without the prior written consent of CLIENT. ARTICLE 10. OBLIGATIONS OF CLIENT Reimbursements to Contractor Section 10.1. CLIENT agrees to reimburse Contractor for any tools and instrumentalities/postage costs in excess of Twenty Five U.S. Dollars per month (US $25.00) in accordance with Sections 7.03 and 9.01 of this Agreement. Section 10.02. CLIENT is responsible for all business expenses including but not limited to the cost of all licenses, fees, fines, additional testing per country request, bonds, or taxes required of or imposed upon Contractor. Contractor is only responsible for the cost of tools and instrumentalities, and postage, in accordance with Section 9.01 of this Agreement. Assignment Section 10.03. Neither this Agreement nor any duties or obligations under this Agreement may be assigned by CLIENT without the prior written consent of Contractor Cooperation of CLIENT Section 10.04. CLIENT agrees to comply with all reasonable requests of Contractor necessary to the performance of Contractor's services under this Agreement. ARTICLE 11. ATTORNEY’S FEES Section 11.1. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled.
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ARTICLE 12. GOVERNING LAW Section 12.1. It is agreed that this Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California, U.S.A. ARTICLE 13. LIABILITY OF CONTRACTOR Section 13. It is the understanding of Contractor and CLIENT that Contractor shall have NO legal responsibility for product performance, malfunction, mislabeling, or any regulatory related issue. Contractor is not responsible to any party, including but not limited to the general public and the Poison Center Offices. Contractor is only responsible to CLIENT in the event Contractor breaches the duties under Article 3 of this Agreement. The following sections apply to the liability of the Contractor: 13.01 Contractor and/or Residents of EU Address have no responsibility and are not liable to respond to any inquires of the Poison Center Offices. Contractor and/or Residents of EU Address are not liable for consumer claims or any legal action by a consumer for any of the products marketed and sold by CLIENT or Customers. Contractor and/or Residents of EU Address have NO legal responsibility for any causes of action brought by any individual, entity, or government agency concerning product performance, malfunction, mislabeling, or any regulatory related issue. Should any individual, entity, or government agency bring a lawsuit against Contractor and/or Residents of EU Address for anything related to product performance, malfunction, mislabeling, or any regulatory issue, CLIENT will assume full legal responsibility and take legal action to remove Contractor and/or Residents of EU Address from such lawsuit. CLIENT agrees to pay for all legal expenses in order to accomplish the removal of Contractor and/or Residents of EU Address from any such lawsuit. Should any court of law in the European Union not honor this Agreement and impose liability on Contractor and/or Residents of EU Address for issues related to product performance, malfunction, mislabeling, or any regulatory related issue, CLIENT agrees to defend Contractor and/or Residents of EU Address in any lawsuit, pay all legal fees, and indemnify Contractor for any damages arising out of such lawsuit that Contractor and/or Residents of EU Address is required to pay. Upon termination of this Agreement pursuant to the provisions of Article 8, it is understood by CLIENT and Contractor that all sections of this
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Article 13, Liability of Contractor, shall remain binding on both parties until December 31, 2019. CLIENT:
By: _____________________________
DATE: _________________________
CONTRACTOR:
By: _________________________________
DATE: ______________________
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