This INDEPENDENT CONTRACTOR AGREEMENT (hereinafter referred to as the "Agreement") is made as of by and between Live Notaries TechnologiesCorp..having its principal place of businessat4401-A Connecticut Ave., NW * Suite #777 Washington, DC 20008 and (name of the independent contractor) (hereinafter referred to as “the Contractor”) having an address (address of the independent contractor).“Live Notaries Technologies Corp.” and “CONTRACTOR” are herein collectively referred to as the “parties” and individually as a “party”.
Independent Contractor will perform the services for Live Notaries TechnologiesCorp. which shall in broad include carrying out notary services for the clients of the Company, as more particularly described in Exhibit A,(the “Services”). The Services have been specially ordered and commissioned by Live Notaries TechnologiesCorp.SCOPE OF SERVICES
Independent Contractor enters into this Agreement as and shall continue to be, an Independent contractor. All Services shall be performed only by an Independent Contractor. Under no circumstances shall Independent Contractor, look to Live Notaries Technologies Corp. as its Company, or as a partner, agent, or principal.
The contractor will be responsible for all the expenses incurred while performing services under this agreement.
Contractor represents and warrants that he shall comply with all the federal, state, and local laws requiring permits and licenses for carrying out the service for which this agreement is being entered into.
The contractor, at the contractor’s expense, will maintain professional liability insurance with a minimum of $50,000.00 per occurrence coverage liability. Such insurance shall cover the actions and services to be provided by contractor hereunder. Insurance coverage required under this section shall not limit the liability of contractors to Live Notaries Technologies Corp.
a) Is connected with or derived from the Contractor’s Agreement with Live Notaries Technologies Corp.
The Contractor agrees that during the Term of this Agreement and for 2 years after termination of the Agreement, the Contractor will not directly or indirectly engage in any business that competes with the business of Live Notaries Technologies Corporation.
I. Any dispute, difference, controversy or claim ("Dispute") arising between the Parties out of or in relation to or in connection with this Agreement, of the breach, termination, effect, validity, interpretation or application of this Agreement or as to their rights, duties or liabilities there under, or as to any act, matter or thing arising out of, consequent to or in connection with this Agreement, shall be settled by the Parties by mutual negotiations and agreement. If, for any reason, such Dispute cannot be resolved amicably by the Parties, the same shall then be referred to and settled by way of arbitration proceedings in accordance with the applicable Arbitration laws or any subsequent enactment or amendment thereto (the "Arbitration Act"). The Parties shall jointly appoint a single Arbitrator.
II. The decision of the Arbitrators shall be final and binding upon the Parties. The venue of arbitration proceedings shall be . The language of the arbitration and the award shall be English.
21. GOVERNING LAW AND ATTORNEY’S FEES:
This Agreement shall be governed by and construed in accordance with the laws of each state, without regard to its choice of law principles. The parties consent to exclusive jurisdiction and venue in the courts sitting in each estate. In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees, costs and other expenses.
The Company shall not liable for any costs incurred in relation to awards or proceedings against the Contractor in relation to infringement of third-party rights, confidentiality obligations etc. If Live Notaries Technologies Corp. and the Contractor are joined as Defendants, the Contractor shall indemnify Live Notaries Technologies Corp. for the same. Except with respect to the Parties’ indemnification obligations, neither Party shall be liable to the other for any special, indirect, incidental, punitive, or consequential damages arising from or related to this agreement, including bodily injury, death, loss of revenue, or profits or other benefits, and claims by any third party, even if the parties have been advised of the possibility of such damages. the foregoing limitation applies to all causes of action in the aggregate, including without limitation to breach of contract, breach of warranty, negligence, strict liability, and other torts.
The Contractor agrees to provide nonexclusive services to Live Notaries Technologies Corp. for the term of the Agreement.
24. INSPECTION AND ACCEPTANCE
I. Non-Conforming Services and Deliverables: If any of the Services performed or Deliverables delivered does not conform to specified requirements, Live Notaries Technologies Corp. may require the Independent Contractor to perform the Services again or replace or repair the non-conforming Deliverables in order to bring them into full conformity with the requirements, at Independent Contractor's sole cost and expense. When the defects in Services and/or Deliverables cannot corrected by re-performance, Live Notaries Technologies Corp. may [a] require Independent Contractor to takes necessary action, at Independent Contractor's own cost and expense, to ensure that future performance conforms to the requirements and / or [b] reduce any price payable under the applicable project to reflect the reduced value of the Services performed and / or Deliverables delivered by Independent Contractor and accepted by Live Notaries Technologies Corporation.
II. If Independent Contractor fails to promptly conform the Services and/or Deliverables to defined requirements or specifications, or take action deemed by Live Notaries Technologies Corp. to be sufficient to ensure future performance of the project in full conformity with such requirements, Live Notaries Technologies Corp. may (a) by contract or otherwise, perform the services or subcontract to another Independent Contractor to perform the Services and reduce any price payable by an amount that is equitable under the circumstances and charge the difference in re-procurement costs back to Independent Contractor and/or (b) terminate the project and/or this Contract for default.
25. BINDING EFFECT:
This Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto. Contractor shall have no right to (a) assign this Agreement, by operation of law or otherwise; or (b) subcontract or otherwise delegate the performance of the Services without Live Notaries Technologies Corp. prior written consent which may be withheld as Live Notaries Technologies Corp. determines in its sole discretion. Any such purported assignment shall be void.
If any provision of this Agreement shall be found invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to reasonably effect the intent of the parties.
27. INJUNCTIVE RELIEF:
Contractor acknowledges and agrees that in the event of a breach or threatened breach of this Agreement by Contractor, Live Notaries Technologies Corp. will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement.
28. NO PARTNERSHIP:
This Agreement does not create a partnership relationship. Contractor does not have authority to enter into contracts on Live Notaries Technologies Corp.
29. AMENDMENT AND WAIVERS:
Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived, only by a writing signed by the party to be bound. The waiver by a party of any breach or default in performance shall not be deemed to constitute a waiver of any other or succeeding breach or default. The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.
All notices and other communications in connection with this Agreement will be in writing and will be considered given as following:
a) When delivered personally to the recipient’s address as stated on this Agreement,
b) When sent by fax or electronic mail, such notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first class mail or recipient delivers a written confirmation of receipt.
31. FORCE MAJEURE:
If either party to the agreement fails to perform its obligations under this Agreement in whole or in part as a consequence of acts of God, fire, earthquake, flood, explosion, public utility failure, accident, strikes, embargoes, war, nuclear disaster, or riot, such failure to perform shall not be considered a breach of this Agreement during the period of such disability. In any such event, the disabled party shall use its best efforts to meet its obligations under this agreement. The disabled party shall promptly and in writing advise the other party if it is unable to perform due to a force majeure event, the expected duration of such inability to perform, and of any developments that appear likely to affect the ability of that party to perform its obligations hereunder in whole or in part.
Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.
Contractor may not assign or subcontract any rights or delegate any of its duties under this Agreement without Live Notaries Technologies Corp. prior written approval.
34. ELECTRONIC SIGNATURES:
This Standard Clause provides that parties may authenticate the agreement with an electronic signature. Each party agrees that the electronic signatures whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same legal force and effect as manual signatures. Electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or e-mail electronic signatures.
35. ENTIRE AGREEMENT:
This Agreement, including the Exhibits, constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties
THIS AGREEMENT AFFECTS CONTRACTOR’S RIGHTS TO PERFORM SERVICES AND RESTRICTS CONTRACTOR’S RIGHT TO DISCLOSE OR USE Live Notaries Technologies Corp. AND CLIENT’S CONFIDENTIAL INFORMATION DURING OR SUBSEQUENT TO HIS/HER SERVICES.INDEPENDENT CONTRACTOR HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS.
Live Notaries Technologies Corp.
4401-A Connecticut Ave., NW
Washington, DC 20008