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| ItsYourAd.com is a
subsidiary of Peripheral Technologies Inc. ItsYourAd.com
is owned and operated by Peripheral Technologies Inc which
from henceforth ItsYourAd.com shall be referred to as
Web Site
and or Company. |
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- Independent Contractor. Subject to the terms
and conditions of this Agreement, the Company hereby
engages the Contractor as an independent contractor
to perform the services set forth herein, and the
Contractor hereby accepts such engagement.
- Duties, Term, and Compensation. The Contractor’s
duties, term of engagement, compensation and provisions
for payment thereof shall be as set forth in the estimate
previously provided to the Company by the Contractor
and which is attached as Compensation,
which may be amended with or with out notification
from time to time, or supplemented with subsequent
estimates for services to be rendered by the Contractor
and agreed to by the Company, and which collectively
are hereby incorporated by reference.
- Expenses. During the term of this Agreement,
the Contractor shall not bill the Company for any
unreasonable expenses which are incurred in connection
with the performance of the duties hereunder. Any
unapproved expenses which are incurred in connection
with the performance of the duties hereunder shall
not be paid with our prior written approval.
- Written Reports. The Company may request
that project plans, progress reports and a final results
report be provided by Consultant on a weekly basis.
A final results report shall be due at the conclusion
of the project and shall be submitted to the Company
in a confidential written report at such time. The
results report shall be in such form and setting forth
such information and data as is reasonably requested
by the Company.
- Inventions. Any and all inventions, discoveries,
developments and innovations conceived by the Contractor
during this engagement relative to the duties under
this Agreement shall be the exclusive property of
the Company; and the Contractor hereby assigns all
right, title, and interest in the same to the Company.
Any and all inventions, discoveries, developments
and innovations conceived by the Contractor prior
to the term of this Agreement and utilized by [him
or her] in rendering duties to the Company are hereby
licensed to the Company for use in its operations
and for an infinite duration. This license is non-exclusive,
and may be assigned without the Contractor’s
prior written approval by the Company to a wholly-owned
subsidiary of the Company.
- Confidentiality. The Contractor acknowledges
that during the engagement he or she will have access
to and become acquainted with various trade secrets,
inventions, innovations, processes, information, records
and specifications owned or licensed by the Company
and/or used by the Company in connection with the
operation of its business including, without limitation,
the Company’s business and product processes,
methods, customer lists, accounts and procedures.
The Contractor agrees that he or she will not disclose
any of the aforesaid, directly or indirectly, or use
any of them in any manner, either during the term
of this Agreement or at any time thereafter, except
as required in the course of this engagement with
the Company. All files, records, documents, blueprints,
specifications, information, letters, notes, media
lists, original artwork/creative, notebooks, images
and similar items relating to the business of the
Company, whether prepared by the Contractor or otherwise
coming into his or her possession, shall remain the
exclusive property of the Company. The Contractor
shall retain a copy of the foregoing. Upon the expiration
or earlier termination of this Agreement, or whenever
requested by the Company, the Contractor shall immediately
deliver to the Company all such files, records, documents,
specifications, information, and other items in his
or her possession or under his or her control. The
Contractor further agrees that he or she will not
disclose his or her retention as an independent contractor
or the terms of this Agreement to any person without
the prior written consent of the Company and shall
at all times preserve the confidential nature of his
or her relationship to the Company and of the services
hereunder.
- Conflicts of Interest; Non-hire Provision.
The Contractor represents that he or she is free to
enter into this Agreement, and that this engagement
does not violate the terms of any agreement between
the Contractor and any third party. Further, the Contractor,
in rendering his or her duties shall not utilize any
invention, discovery, development, improvement, innovation,
or trade secret in which he or she does not have a
proprietary interest. During the term of this agreement,
the Contractor shall devote as much of his or her
productive time, energy and abilities to the performance
of his or her duties hereunder as is necessary to
perform the required duties in a timely and productive
manner. The Contractor is expressly free to perform
services for other parties while performing services
for the Company. For a period of six months following
any termination, the Contractor shall not, directly
or indirectly hire, solicit, or encourage to leave
the Company’s employment, any employee, consultant,
or contractor of the Company or hire any such employee,
consultant, or contractor who has left the Company’s
employment or contractual engagement within one year
of such employment or engagement.
- Right to Injunction. The parties hereto acknowledge
that the services to be rendered by the Contractor
under this Agreement and the rights and privileges
granted to the Company under the Agreement are of
a special, unique, unusual, and extraordinary character
which gives them a peculiar value, the loss of which
cannot be reasonably or adequately compensated by
damages in any action at law, and the breach by the
Contractor of any of the provisions of this Agreement
will cause the Company irreparable injury and damage.
The Contractor expressly agrees that the Company shall
be entitled to injunctive and other equitable relief
in the event of, or to prevent, a breach of any provision
of this Agreement by the Contractor. Resort to such
equitable relief, however, shall not be construed
to be a waiver of any other rights or remedies that
the Company may have for damages or otherwise. The
various rights and remedies of the Company under this
Agreement or otherwise shall be construed to be cumulative,
and no one of the them shall be exclusive of any other
or of any right or remedy allowed by law.
- Merger. This Agreement shall not be terminated
by the merger or consolidation of the Company into
or with any other entity.
- Termination. The Company may terminate this
Agreement at any time by 3 working days’ written
notice to the Contractor. In addition, if the Contractor
is convicted of any crime or offense, fails or refuses
to comply with the written policies or reasonable
directive of the Company, is guilty of serious misconduct
in connection with performance hereunder, or materially
breaches provisions of this Agreement, the Company
at any time may terminate the engagement of the Contractor
immediately and without prior written notice to the
Contractor.
- Independent Contractor. This Agreement shall
not render the Contractor an employee, partner, agent
of, or joint venture with the Company for any purpose.
The Contractor is and will remain an independent contractor
in his or her relationship to the Company. The Company
shall not be responsible for withholding taxes with
respect to the Contractor’s compensation hereunder.
The Contractor shall have no claim against the Company
hereunder or otherwise for vacation pay, sick leave,
retirement benefits, social security, worker’s
compensation, health or disability benefits, unemployment
insurance benefits, or employee benefits of any kind.
- Insurance. The Contractor will carry liability
insurance (including malpractice insurance, if warranted)
relative to any service that he or she performs for
the Company.
- Successors and Assigns. All of the provisions
of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective
heirs, if any, successors, and assigns.
- Choice of Law. The laws of the state of Michigan
shall govern the validity of this Agreement, the construction
of its terms and the interpretation of the rights
and duties of the parties hereto.
- Arbitration. Any controversies arising out
of the terms of this Agreement or its interpretation
shall be settled in Michigan in accordance with the
rules of the American Arbitration Association, and
the judgment upon award may be entered in any court
having jurisdiction thereof.
- Headings. 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.
- Waiver. Waiver by one party hereto of breach
of any provision of this Agreement by the other shall
not operate or be construed as a continuing waiver.
- Assignment. The Contractor shall not assign
any of his or her rights under this Agreement, or
delegate the performance of any of his or her duties
hereunder, without the prior written consent of the
Company.
- Notices. Any and all notices, demands, or
other communications required or desired to be given
hereunder by any party shall be in writing and shall
be validly given or made to another party if personally
served, or if deposited in the United States mail,
certified or registered, postage prepaid, return receipt
requested. If such notice or demand is served personally,
notice shall be deemed constructively made at the
time of such personal service. If such notice, demand
or other communication is given by mail, such notice
shall be conclusively deemed given five days after
deposit thereof in the United States mail addressed
to the party to whom such notice, demand or other
communication is to be given to the contractor address
of record. Any party hereto may change its address
for purposes of this paragraph by written notice given
in the manner provided above.
- Modification or Amendment. No amendment,
change or modification of this Agreement shall be
valid unless in writing signed by the parties hereto.
- Entire Understanding. This document and any
exhibit attached constitute the entire understanding
and agreement of the parties, and any and all prior
agreements, understandings, and representations are
hereby terminated and canceled in their entirety and
are of no further force and effect.
- Unenforceability of Provisions. If any provision
of this Agreement, or any portion thereof, is held
to be invalid and unenforceable, then the remainder
of this Agreement shall nevertheless remain in full
force and effect.
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| The Contractor will
create appealing Web Site Banner Advertisements, Create/Maintain
Advertising Programs and or Edit Web Site Content. He
or she will report directly to the Chief Executive Officer
of the Company and to any other party designated by the
same in connection with the performance of the duties
under this Agreement and shall fulfill any other duties
reasonably requested by the Company and agreed to by the
Contractor. |
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| This engagement shall
commence upon acceptance of a assignment and shall continue
in full force upon completion of the Contractor’s
duties under this Agreement. The Agreement may only be
extended thereafter for good cause, by mutual agreement,
unless terminated earlier by operation of and in accordance
with this Agreement. |
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- Final Payment:
- If the Contractor has satisfactorily completed two
(2) previous assignments as full compensation for
the services rendered pursuant to this Agreement,
the Company shall pay the Contractor 85 percent (85%)
of the amount paid to Company, less transaction fees,
by the final client. Such compensation shall be payable
within 31 days of the final client acceptance of the
final report.
- If the Contractor has satisfactorily completed one
(1) previous assignment as full compensation for the
services rendered pursuant to this Agreement, the
Company shall pay the Contractor 75 percent (75%)
of the amount paid to Company, less transaction feest,
by the final client. Such compensation shall be payable
within 31 days of the final client acceptance of the
final report.
- If the Contractor has not satisfactorily completed
a previous assignment as full compensation for the
services rendered pursuant to this Agreement, the
Company shall pay the Contractor 51 percent (51%)of
the amount paid to Company, less transaction fees,
by the final client. Such compensation shall be payable
within 31 days of the final client acceptance of the
final report.
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| Transaction Fee:
A monetary fee(s) issued by company and or third parties
to a recipient. Example: Company transfers $100.00 through
PayPay to a contractor as payment for service rendered.
PayPay charges the contractor 2.2% of original $100.00.
The contractor then receives $97.80 |
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| See: Company
Policies. |
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