FreeeUp.com

Independent Contract Agreement


            This Independent Contractor Agreement (“Agreement”) is made and entered into between FreeeUp, LLC (“FreeeUp”), and  (“Independent Contractor”), and shall be effective, , provided all parties have duly executed this Agreement. 

 

            WHEREAS, FreeeUp desires to retain Independent Contractor to perform various services for FreeeUp to act as an Independent Contractor in providing certain specialized E-Commerce services on a non-exclusive basis provided herein; and,

 

            WHEREAS, Independent Contractor desires to provide the services desired by FreeeUp;

 

            NOW, THEREFORE, in consideration of mutual promises, covenants, representations, warranties and agreements contained herein, and other valuable consideration, the parties agree as follows:

 

  1. RESPONSIBILITIES OF INDEPENDENT CONTRACTOR. For the duration of the Agreement, Independent Contractor shall have the following obligations:

 

  1. Independent Contractor agrees to act as an independent representative to provide independent E-Commerce services to FreeeUp and/or FreeeUp’s clients.

 

  1. Independent Contractor shall have the right to determine the method, details, and means of performing the services to be done for FreeeUp.  Independent Contractor shall use their own tools and equipment to the extent required to provide the services contemplated hereunder.  FreeeUp shall have no right to, and shall not, control the manner or determine the method of accomplishing Independent Contractor’s services. FreeeUp may, however, require Independent Contractor at all times to observe certain operational policies, “FreeeUp Worker Guidelines,” of FreeeUp necessary for the efficient functioning of the business.  The FreeeUp Worker Guidelines are provided contemporaneously with this Agreement.  In addition, FreeeUp shall be entitled to exercise general power and supervision over the results of services performed by Independent Contractor to ensure satisfactory performance, including the right to inspect, the right to stop services, and the right to propose modifications to the services, schedules, or priorities.  Independent Contractor acknowledges, understands and warrants the rendering of the services agreed to under this Agreement will be completed in a satisfactory and  workmanlike manner.  Failure to completely perform services agreed to in a satisfactory  and workmanlike manner and in accordance with the FreeeUp Worker Guidelines is a material breach of this Agreement.  FreeeUp may deduct any payment then or thereafter due to Independent Contractor as a result of their failure to perform services to FreeeUp or its clients in a satisfactory and workmanlike manner.

 

  1. Independent Contractor shall perform all functions and services as an Independent Contractor. Independent Contractor shall comply with all applicable statutes and regulations, pay all taxes due on Independent Contractor’s personal and business obligations, including employment and payroll taxes and withholdings for their employees, if applicable, and self-employment taxes.  Independent Contractor agrees to report and pay any contributions for taxes, unemployment insurance, social security and other benefits for his or her self and their employees, if applicable, and to defend, indemnify and hold harmless FreeeUp (all references to FreeeUp in this section include its agents, affiliates, managers, members, principals, officers, directors, shareholders, successors and assigns)  in any action, and for any damages, which may arise out of Independent Contractor’s failure to report and pay any such contributions.  FreeeUp agrees to provide Independent Contractor with an IRS Form 1099 annually as required by the Internal Revenue Code. Independent Contractor shall bear sole responsibility for hiring, supervising and paying for any assistance required to perform the obligations under this Agreement. Independent Contractor shall be solely responsible for any and all business expenses that Independent Contractor or their employees, if applicable, may incur in connection with performance of the obligations under this Agreement. Independent Contractor shall maintain appropriate legal authorization to conduct business as contemplated by this Agreement. Independent Contractor shall maintain all licenses and records of its business activities and all forms of insurance required by law including workers’ compensation insurance (and provide certificates of insurance to FreeeUp confirming this coverage), if applicable. Where applicable, as an Independent Contractor working outside of the U.S. at the time of executing this Agreement, I understand and agree that I will not perform any of the agreed to service(s) within the U.S. without providing prior written notice to FreeeUp of my intent to perform services in the U.S., without executing an appropriate IRS Form 1099 and without the express written consent of FreeeUp to do so. This includes without limitation any temporary travel to the U.S.

 

  1. If Independent Contractor has any personnel, employees or agents (“Independent Contractor Personnel”), Independent Contractor shall be solely responsible for all costs associated with the Independent Contractor Personnel including without limitation any obligations set forth in section C, above.  Independent Contractor understands and acknowledges that they are prohibited from using any Independent Contractor Personnel for any services contemplated under this Agreement without the express, written permission of FreeeUp. 

 

  1. Independent Contractor understands and acknowledges that FreeeUp may, in its sole discretion, retain other Independent Contractors to perform the same or similar services as those for which Independent Contractor is retained hereunder.

 

  1. Nothing in this Agreement shall be construed as granting to Independent Contractor any right or authority, expressed or implied, to assume or to create any obligation or responsibility on behalf of FreeeUp, unless expressly directed or authorized by FreeeUp in writing.  Independent Contractor shall have no right or authority to assume or create any obligation(s) of any kind, express or implied on behalf of FreeeUp or to make any representation or warranty regarding FreeeUp unless expressly directed or authorized by FreeeUp in writing.

 

  1. Independent Contractor understands and acknowledges that some services to be provided under this Agreement may be time sensitive.  In any event, Independent Contractor shall notify FreeeUp of any change(s) in Independent Contractor’s schedule that may impact the availability of Independent Contractor to perform the Independent Contractor’s services, no later than two (2) weeks prior to the implementation or effective date of any schedule or availability changes. In the event a schedule change is to become effective at any time between October and January, no later than at least four (4) weeks prior written notice is required.  In the event such notice cannot be effectuated, Independent Contractor shall promptly notify FreeeUp within a reasonable amount of time.

 

  1. Notwithstanding the restrictions set forth and expressly agreed to in the Non-Solicitation and Confidentiality Agreement, nothing in this Agreement shall prohibit or preclude Independent Contractor from performing services for other parties or entities similar in nature to those performed under this Agreement.  Further, the parties acknowledge that Independent Contractor has other clients and will be providing services for those other clients from time to time during the term of this Agreement.

 

  1. OBLIGATIONS OF FREEEUP. For the duration of the Agreement, FreeeUp shall have the following obligations:

 

  1. FreeeUp agrees to use its best efforts to provide Independent Contractor access to the clients requesting services in order to facilitate the performance of Independent Contractor’s services under this Agreement.

 

  1. FreeeUp agrees to pay services fees to Independent Contractor in accordance with the terms and conditions set forth in paragraph 3 of this Agreement.

 

  1. SERVICES FEES.  The payment of services fees to Independent Contractor shall be governed by the following terms and conditions:

 

  1. During the term of this agreement, FreeeUp shall pay Independent Contractor for the services performed within ten (10) days of receiving Independent Contractor’s logs or invoices for services provided under this Agreement.  The amount to be paid for the services shall be at the specific rate per job agreed upon in writing by FreeeUp and Independent Contractor prior to commencing any services.  In some instances, a client may, at its discretion, provide a bonus, commission or additional sum to FreeeUp in excess of the agreed upon rate for the services performed by Independent Contractor.  Independent Contractor understands and acknowledges that FreeeUp, at its discretion, is entitled to 15% of any such bonus, commission or additional sum paid to FreeeUp.  Independent Contractor understands and acknowledges that they are solely responsible for all transaction fees associated with payment of service fees, including any Upwork fees where applicable. Independent Contractor acknowledges and understands that they the agreed upon rate for services is between Independent Contractor and Freeeup.  The transaction fees are as follows, but subject to change upon written notice.

 

Transaction and Currency Fees

 

Independent Contractors and Upwork

 

For Independent Contractors that have a relationship with Upwork, all payments will still be made through Upwork.  Those payment will be paid every Thursday via Upwork. You are responsible for Upwork fees which is 20% for the first $500, 10% for the next $501-$10,000 and 5% once you reach $10,000+.  Upwork keeps track of the total amount you have been paid so far and increases the discount as you earn more.

 

Non Upwork Workers 

 

If Independent Contractor does not have a relationship with Upwork, they have the following payment options:

 

Option #1: PayPal

PayPal is the default payment method. If you don’t tell us how you want to get paid, this is how you will be paid for services performed.For Independent Contractors in the U.S. you are responsible for a 2% transaction fee, capped at $1 per payment.For Independent Contractors outside of the U.S., you are responsible for a 2% transaction fee with a maximum of $20.00 USD per payment, or the foreign currency equivalent of $20.00 USD.

 

Option #2: Payoneer

 

With this option we will send payment to your Payoneer account.  You are responsible for all fees.  Independent Contractor must notify accounting@freeeup.com of their selecting this method of payment.

 

Option #3: Invoice (US Only)

As an Independent Contractor you have the ability to invoice us each week. You can send us an invoice via Square or other available options. We will pay the invoice on Thursday and you will be responsible for all applicable processing fees.  Invoices must be sent to accounting@freeeup.com.

 

  1. If this relationship is terminated, for any reason, then the services fees payable to Independent Contractor shall be paid only for services actually provided to the satisfaction of FreeeUp prior to the termination of this Agreement.  Independent Contractor understands and acknowledges that upon any material breach of this Agreement FreeeUp may withhold payments for services provided.  Independent Contractor understands and agrees that during the term of this Agreement they will not discuss the agreed to rate for services with any client or negotiate any then existing fee rate or additional fee rate with clients including without limitation any offer to provide additional services for additional compensation and/or make any request or accept any form of payment from a client. 

 

  1. FreeeUp may deduct any payment then or thereafter due to Independent Contractor as a result of their failure to perform services to FreeeUp or its clients in a satisfactory and workmanlike manner.

 

  1. Independent Contractor understands and acknowledges that payment for any service provided under this Agreement is expressly conditioned on Independent Contractor’s execution of FreeeUp’s Non-Solicitation and Confidentiality Agreement which is provided to Independent Contractor contemporaneously with this Agreement.

 

  1. FreeeUp reserves the right to deduct any portion of any amount it is required to pay to or credit a client as a result of Independent Contractor’s’s breach of the Independent Contractor Agreement from any fee Independent Contractor may have been otherwise due.

 

                        The following are only sample scenarios where FreeeUp may be entitled to a deduction to cover payments or credits to clients as a result of unsatisfactory conduct and/ or performance of Independent Contractor, solely and exclusively to be determined by and at the discretion of FreeeUp.  Independent Contractor acknowledges and agrees that the following samples are not an exclusive listing of scenarios in which FreeeUp may, in its sole discretion, be entitled to a deduction of services fees:

 

                        1) Being unprepared at the time of scheduled work with the client.

                        2) Not having the contact information of the client, FreeeUp staff, or                                    teammates.

                        3) Not contacting the client when signing on/ off and/or taking breaks if the                      client has requested it.

                        4) Not effectively communicating including without limitation your daily and                     weekly summary to the client.

                        5) The client contacting FreeeUp and making the following inquiries:

 

  1. Where is my worker?
  2.          What is my worker’s regular work routine?
  3.          What is my worker’s number/ Viber/ Whatsapp?
  4.          I don’t know when my worker is performing the services.
  5.          What did my worker do today?
  6. What has my worker finished so far?
  7.           Can I please have an update on my worker?
  8. My worker has not responded to my email.
  9.          My worker has not responded to my Skype.
  10.           Why did my worker leave without telling me?
  11.           My worker just told me he is going on vacation next week

 

                        6) Not responding to client communication in a reasonable time

                        (1 business day).

                        7) Failure to provide full contact information to clients or ask for a                                        client’s contact information upfront.

 

 

  1. INDEMNIFICATION. Independent Contractor hereby indemnifies and holds harmless, FreeeUp, its owners, managers, members, officers, directors, shareholders, successors and assigns, of and from any and all manner of actions, causes of action, suits, proceedings, debts, dues, contracts, judgments, damages, costs, expenses, attorney fees, claims, and demands whatsoever in law or equity, arising out of or related to this Agreement or the services provided by Independent Contractor pursuant to this Agreement.  This expressly includes without limitation Independent Contractor’s acceptance of all responsibility for any error, omission, failure to complete, failure to satisfactorily perform, defect, negligent, tortious, unlawful or illegal act or conduct during, related to or ancillary to any services Independent Contractor has agreed to provide under this Agreement including all damages sustained by any client of FreeeUp for which Independent Contractor provided or performed any services for under this Agreement. This indemnification and hold harmless provision further includes without limitation any classification of FreeeUp as an employer or joint employer of Independent Contractor; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits.  FreeeUp is entitled to an offset of sums due to the Independent Contractor to cover a portion of any indemnification as provided herein.  Any offset utilized by FreeeUp is not to be construed in any manner to render FreeeUp’s acceptance of such sums as satisfaction of the full indemnity agreed to herein and Independent Contractor remains expressly responsible and liable for any and all remaining sums necessary to fully indemnify FreeeUp.

 

            Independent Contractor further acknowledges and understands they are fully responsible for and shall indemnify and hold FreeeUp harmless for Independent Contractor’s breach of any relationship or agreement with Upwork.com and/or failure to disclose any relationship with Upwork.com. Independent Contractor agrees and understands they are solely responsible for any and all damages incurred by FreeeUp as a result of Independent Contractor’s breach of any relationship or agreement with Upwork.com including without limitation lost profits and suspension, limitation, and/or termination of FreeeUp’s access to and/or usage of Upwork.com or FreeeUp’s relationship or agreement with Upwork.com.  Independent Contractor agrees to indemnify FreeeUp and hold it harmless of and from any and all liability, expenses, costs and attorneys’ fees and the cost of any settlement incurred by FreeeUp in connection with and from any and all manner of actions, causes of action, suits, proceedings, debts, dues, contracts, judgments, damages, costs, expenses, attorney fees, claims, and demands whatsoever in law or equity which, in any manner, arising out of or relating to FreeeUp’s relationship with and/or access to Upwork.com as a result of a breach of this section. This includes without limitation Independent Contractor’s failure to disclose (intentional or unintentional, regardless of the reason) their relationship with Upwork.com or that Independent Contractor found, learned of or discovered FreeeUp through Upwork.com.

 

  1. RELATIONSHIP OF FREEEUP AND INDEPENDENT CONTRACTOR.  FreeeUp and Independent Contractor agree and acknowledge that Independent Contractor is an Independent Contractor for FreeeUp and is not an employee of FreeeUp or any of its clients for any purposes whatsoever.  The parties also agree that this Agreement does not constitute or create a general agency, joint venture, partnership or franchise between them.  Except as provided in this Agreement, and all rules, guidelines and procedures of FreeeUp, Independent Contractor shall have the right to conduct their business as they deem proper.  FreeeUp shall not make any deduction, withholding or contribution with respect to Independent Contractor on account of FICA (social security), unemployment insurance contributions, unemployment compensation, income tax or otherwise, under any federal, state or local laws that may be applicable to an employer/employee relationship.  Independent Contractor agrees that they may be liable for self-employment tax and other obligations and agrees to comply with all applicable laws regarding their tax obligations.  Independent Contractor agrees to obtain and provide to FreeeUp an employer identification number for Independent Contractor’s business from the Internal Revenue Service (if they have not done so prior to execution of this Agreement) and to comply with all laws applicable to the operation of a business.  If Independent Contractor is not incorporated or doing business in some specified form, their Social Security Number shall be their identification number. 

 

  1. TERM AND TERMINATION.  This Agreement shall remain in effect for a period of six (6) months from the date of execution of this Agreement by all parties hereto.  Unless terminated, in writing, as provided herein, this Agreement shall automatically renew for successive periods of six (6) months each.  Termination of this Agreement may only occur as stated herein:

 

  1. FreeeUp may terminate this Agreement at any time and for any reason without notice.  The termination is effective on the date it is provided to Independent Contractor. 

 

  1. Independent Contractor may terminate this Agreement at any time upon thirty (30) days prior written notice to FreeeUp.   Written notice of termination shall be provided by email, with a “read and received” receipt, to: nathan@freeeup.com, bearing the subject line: “Independent Contractor’s Notice of Termination of Independent Contractor Agreement.”  Upon proper notice of termination of this Agreement, Independent Contractor understands, acknowledges and agrees to continue to perform services agreed to under this Agreement during the thirty (30) day notice period and to assist FreeeUp in transitioning clients to a new service provider.

 

  1. Independent Contractor understands and acknowledges that a breach of Section B of this section, is a material breach of this Agreement and understands, acknowledges and agrees that FreeeUp is entitled to indemnification from Independent Contractor in the event FreeeUp and/or its client(s) suffer damages caused by Independent Contractor’s breach of paragraph B.

 

  1. Notwithstanding termination of this Agreement by its own term or by either party pursuant to sections A and B of this section all remaining provisions of this Agreement and the Non-Solicitation and Confidentiality Agreement shall remain in full force and effect for the time period agreed to by the parties.

 

  1. NO PRIOR RESTRICTIONS.  Independent Contractor represents and warrants that Independent Contractor is not a party to any other contract or agreement which would be violated by Independent Contractor’s business relationship with FreeeUp contemplated by this Agreement. 

 

  1. NOTICE AND CURE.  In the event Independent Contractor believes, in good faith, that the FreeeUp is in material breach of any obligation contained in this Agreement, Independent Contractor shall give FreeeUp written notice of the alleged breach and the FreeeUp shall have thirty (30) days in which to cure any breach. The notice of alleged breach shall be provided by either certified mail or email, with a “read and received” receipt required.

 

  1. WAIVER.  The parties agree that failure of any party to insist upon strict performance of this Agreement shall not be construed as a waiver of any rights to enforce this Agreement.  No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default.

 

  1. SEVERABILITY. Should any provision of this Agreement be declared or determined to be invalid, the validity of the remaining parts, terms, or provisions shall not be affected thereby, and the invalid part, term, or provision shall be modified, if possible, to make it valid or, if modification is not possible, such part, term or provision shall be deemed not to be a part of this Agreement.

 

  1. COPIES AND COUNTERPARTS.  Any true fully executed copy of this Agreement, including any fully executed copy hereof, shall be deemed to constitute an original of the same.  This Agreement may be executed in counterparts.

 

  1. ENTIRE AGREEMENT.     This Agreement represents the full, complete and entire agreement between the parties.  This Agreement may only be modified in writing, signed by all parties.  This Agreement supersedes all previous agreements between the parties and all previous discussions, agreements, representations, promises, admissions, or any other dealings, are merged into this Agreement and no longer have any effect or value for any purpose whatsoever except as contained in this Agreement.

 

  1. NO ASSIGNMENT.  This Agreement shall not be assigned by either party

without the express written consent of the other party.

 

  1. GOVERNING LAW.  This Agreement shall be governed and construed in accordance with the laws of the State of Florida. 

 

  1. JURISDICTION, VENUE AND WAIVER OF JURY TRIAL.  Any legal proceedings of any nature brought by any party to this Agreement shall be brought only in Orange County, Florida and the parties hereto expressly consent to jurisdiction and venue in Orange County, Florida.  IN THE EVENT OF ANY LITIGATION ARISING OUT OF, OR TO ENFORCE THIS AGREEMENT, EACH PARTY EXPRESSLY WAIVES ALL RIGHTS TO TRIAL BY JURY OF ANY SUCH ACTION.

 

            IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

 

FreeeUp, LLC

By: Nathan Hirsch

Title: CEO

Date: 

Independent Contractor

By: 

Date: 

 

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Signed by Nathan Hirsch
Signed On: October 27, 2017

FreeeUp.com //freeeup.com
Signature Certificate
Document name: Independent Contract Agreement
Unique Document ID: 9322480bf54195269484a11475963b4b16dd7de6
Timestamp Audit
2016-06-07 22:46:09 ESTIndependent Contract Agreement Uploaded by Nathan Hirsch - nathan@freeeup.com IP 122.53.160.104