A. The Company is a Taxi Dispatch Services;
B. The Company desires to engage the independent contractor driver for performing the services for the Clients as detailed in Exhibit A attached hereto (the “Services”).
NOW, THEREFORE, in consideration of the promises and the other covenants and conditions contained herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company and the independent contractor driver (collectively, the “Parties”) hereto agree as follows:
1. Appointment and independent contractor driver’s Services.
Company appoints independent contractor driver as a non-exclusive driver and agent for performing the Services pursuant to the terms and conditions of this Agreement.
2. Terms of Engagement.
2.1 Driver shall use its best efforts to perform the Services as listed in Exhibit A.
Company agrees to cooperate with Driver in connection with the performance of his Services. Such cooperation shall include, but not be limited to, providing ride, to individuals that need reliable transportation to move from one place to another.
2.2 The Driver shall provide his/her Identification Card and 2 passport sized photo.
2.3 During the Term, Driver shall not promote, solicit orders for, sell, and/or otherwise market goods, equipment, and/or services that are sold or distributed by persons or firms other than Company.
Company will set the prices to be charged and all terms & condition.
The Driver will receive 80% of Real Pro Transit Taxi Rates ( Cost per mile:$1, Cost per min: $0.2, Minimum charge: $7.45, Cancellation fee: $5) for each ride (the “services”) that is fully processed.
5.1 The Driver understands that, in connection with its engagement with the Company, it may receive, produce, or otherwise be exposed to Company’s trade secrets, course curriculum, business, proprietary and/or technical information, including, without limitation, information concerning customer lists, customer support strategies, employees, research and development, financial information (including sales, costs, profits, pricing methods and pricing), marketing, proprietary software, hardware, firmware, and related documentation, inventions (whether patentable or not), know-how, show-how, and other information considered to be confidential by Company, and all derivatives, improvements and enhancements to any of the above (including those derivatives, improvements and enhancements that were created or developed by Representative under this Agreement), in addition to all information Company receives from others under an obligation of confidentiality (individually and collectively “Confidential Information”).
5.2 Driver acknowledges that the Confidential Information is the Company’s sole, exclusive and extremely valuable property. Accordingly, Representative agrees to segregate all Confidential Information from information of other companies and agrees not to reproduce any Confidential Information without Company’s prior written consent, not to disclose the prices on social media platform, not to use the Confidential Information except in the performance of this Agreement, and not to divulge all or any part of the Confidential Information in any form to any third party, either during or after the term of this Agreement, except to Company employees who need to know such Confidential Information in order to perform the Services. Driver shall require such employees to execute a non-disclosure agreement satisfactory to the Company before such employee is exposed to any Confidential Information. Upon termination or expiration of this Agreement for any reason, Driver agrees to cease using and to return to Company all whole and partial copies and derivatives of the Confidential Information, whether in Driver’s possession or under Driver’s direct or indirect control, including any computer access nodes and/or codes, and to arrange for the return of such materials by all employees.
5.3 During the term of this Agreement and for a period of two (1) years thereafter, Driver shall not disclose or otherwise make available to Company in any manner any confidential and proprietary information received by Driver from third parties. Driver warrants that its performance of all the terms of this Agreement does not and will not breach any agreement entered into by Driver with any other party.
During the term of this Agreement and for a period of two (2) years thereafter, Driver will engage in no business or other activities which are, directly or indirectly, competitive with the business activities of the Company without obtaining the prior written consent of the Company.
Driver agrees that all third parties introduced to him/her by Company represent significant efforts and working relationships that are unique to, and part of, the Services product and intellectual capital of Company. Therefore, without the prior specific written consent of Company, Driver agrees to refrain from conducting direct or indirect business dealings of any kind with any third party so introduced by for a period of three (3) years from the termination of this Agreement.
8. Independent Contractor Relationship.
8.1 Both Driver and Company agree that the relationship created by this Agreement is that of independent contractor and not that of employee and Company. Nothing in this Agreement shall be interpreted as creating or establishing an employment relationship, partnership, agency, or joint venture between Company and Driver.
8.2 Except as set forth herein, Driver has no authority to act for or on behalf of Company or to bind Company to any contract on any matter without the express approval in writing by Company.
8.3 As an independent contractor, Driver has sole reasonable discretion and ultimate control over the time, manner, and methods necessary to perform the Services. All Services shall be performed only by Driver and Driver’s subcontractor, if any. It must be noted that the subcontractors cannot sell in the name of the Company without signing this Agreement. Company shall not have supervisory authority over the time, manner, and methods of services provided by Driver.
8.4 Driver shall supply all materials, tools, and equipment necessary to perform the Services, and Driver shall be solely responsible for the insurance and maintenance of same.
Driver shall defend, indemnify, and hold Company and its directors, Driver, members, employees, agents, successors, assigns, and licensees harmless from any and all claims, actions, proceedings, losses, damages, costs, judgments, and expenses (including reasonable attorney’s fees) arising from or relating to any claim, action, or proceeding based upon or in any way arising out of the sale of the Products, including, but not limited to, any claims related to product defect, patent infringement, copyright infringement, false labeling or counterfeiting, or breach of warranty.
10. Term and Termination.
10.1 The term of this Agreement shall begin on the Effective Date and will remain in full force and effect until terminated (the “Term”). The Driver cannot terminate the Agreement during the first year of engagement.
10.2 For termination upon the completion of one (1) year, Driver must serve 2 months written notice to the Company.
10.3 The Company has the right to terminate this Agreement immediately without any notice if the Driver is found to be associated in any illegal activities
10.4 Upon the expiration of the Term or the termination of this Agreement, Driver shall immediately and forever thereafter cease to solicit orders or to represent in any manner that it is associated with Company. Any potential buyers or customers that Driver discloses or brings to Company after the date of termination shall not be eligible for Compensation.
10.5 On the effective date of termination, Driver shall return or cause to be returned to Company in similar working condition all advertising, descriptive materials, sample contracts, price lists, and other amenities provided by the Company in connection with this Agreement.
11. Notice and Requests.
Any notices to be given hereunder by either party to the other may be effected either by personal delivery or by mail. Mailed notices shall be addressed to the parties at the addresses appearing below, but each party may change the address by written notice in accordance with this Paragraph. Notices delivered personally will be deemed communicated as of actual receipt; mailed notices will be deemed communicated as of two (2) days after mailing.
Driver and Company acknowledge that they have had the opportunity to consult with independent counsel of their own choice concerning this Agreement and they have done so to the extent they deem necessary, and that they have each read and understand this Agreement, are fully aware of its legal effect, and have entered into it voluntarily and freely based on their own judgment and not on any promises or representations other than those contained in this Agreement. No party is relying upon any warranties, representations, or inducements not set forth herein.
13. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of PA. If any disputes or differences arise between the Parties as to the interpretation or the performance of this Agreement, the same shall be referred to arbitration before a sole arbitrator appointed mutually by the Parties. The arbitration shall be conducted in the English language and any awards shall be reasoned. The venue of arbitration shall be ________. Such arbitral award shall be considered as final and binding by the Parties.
14. Damages for Breach.
The Parties acknowledges and agrees that monetary damages would not be a sufficient remedy for any breach of the provisions of this Agreement, particularly Sections 5, 6 and 7 that the Parties shall in such a case be entitled to seek specific performance of this Agreement or any other injunctive relief as a remedy in equity for any such breach of this Agreement. Any remedy claimed by the Parties pursuant to the provisions of this Agreement shall not be deemed to be exclusive or all inclusive and shall be in addition to any and all other remedies which may be available to the Parties in law or equity.
15. Entire Agreement.
This Agreement, including the exhibits attached hereto, constitutes the entire agreement between Company and Representative concerning the subject matter hereof and supersedes all prior and contemporary agreements between the parties.
This Agreement may be amended only by a written instrument signed by the parties which expressly refers to this Agreement and specifically states that it is intended to amend.
If any provision of this Agreement should be held to be illegal, invalid, or unenforceable by a court of law or arbitrator, the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the party against whom or which it is sought to be enforced. No waiver of any provision of this Agreement at any time shall be deemed a waiver of any other provision of this Agreement at such time or of the same provision at any other time.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
20. Electronic and Facsimile Signatures.
Any signature page delivered electronically or by facsimile (including without limitation transmission by pdf) shall be binding to the same extent as an original signature page, with regard to any agreement subject to the terms hereof or any amendment thereto. Any party who delivers such a signature page agrees to later deliver an original counterpart to the other party if so requested.
21. Titles and Subtitles.
The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date set forth above.