AGREEMENT FOR SERVICE
THIS AGREEMENT is made effective on the date of first payment (the “Effective Date”), by and between Paul C Dozier, LLC dba PCD Strategies / PCD Wealth Strategies., a California Limited Liability Corporation, ("Company") and (“Client”) an individual or company.
ARTICLE 1. SERVICE TO BE PERFORMED BY COMPANY
Section 1.01. Service to Be Performed. Company agrees to perform the Service specified as titled as Business Consultant on the pcdozier.com/paulcdozier.com website, referenced in this agreement as (the “Service”).
Company will determine the method, details, and means of performing the above-described Service; provided, however, that the method of performing such service complies with Company’s business requirements. Client agrees that Company will perform the Service in a reasonable and diligent manner pursuant to the terms of this Agreement.
Section 1.02. Status as Company. Company enters into this Agreement and will remain throughout the term of the Agreement (which is cancellable at any time by either party without recourse or refund), as an independent Company. Company is not entitled to the rights or benefits afforded to Client's employees, including disability or unemployment insurance, workers' compensation, medical insurance, sick leave, or any other employment benefit. Company is responsible for providing, at it’s own expense, public liability, medical, dental, disability, unemployment, workers' compensation, and all other insurance, training, permits, and licenses for himself and for any employees or sub companies that Company may have or hire.
Section 1.03. Payment and Income Taxes. Company is responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by Client to Company for Service under this Agreement. Payments to Company shall not be subject to income or employment tax withholding and shall be reported on the appropriate federal form(s) for an independent contractor. Client has no obligation to reimburse Company for any expenses incurred by Company under this Agreement, unless specifically authorized in writing by Client. Client hereby indemnifies Company against any obligation imposed on Client to pay withholding taxes or similar items or resulting from a court's or governmental entity's determination that Company is not an independent Company to Company.
ARTICLE 2. COMPENSATION
Section 2.01. Compensation. Client shall pay Company as specified in section on pcdozier.com as Business Consultant.
Section 2.02. Payment of Expenses. Company shall be responsible for paying all of its own costs and expenses incurred in the ordinary course in performing Service under this Agreement. In the event Company believes extraordinary expenses will be incurred in performing Service under this Agreement, Company prior to incurring the same shall submit a written estimate of such proposed expenses to Client for its prior approval. If approved by the Client, any extraordinary expenses shall be reimbursed to Company. Requests for reimbursement shall be accompanied by receipts or invoices for payment. Extraordinary expenses shall be those expenses not ordinarily incurred in Company's day-to-day conduct of business (e.g., airline flights, hotels, meals, car rentals, etc.).
ARTICLE 3. OBLIGATIONS
Section 3.01. Materials, Transportation, and Equipment. Client will supply all documents, materials, expertise, security, and equipment required to perform the Service under this Agreement; provided, however, while Company is performing Service at the Client's business location(s), Client at its cost and expense shall make available to Company any necessary space, materials, equipment, and staff while Company is performing Service at such location.
Section 3.02. Workers' Compensation. Client agrees to provide workers' compensation insurance for Company's employees and agents, if any.
Section 3.03. Liability. Company will not be liable to Client, or to anyone who may claim any right due to a relationship with the Client, for any acts or omissions in the performance of Service under the terms of this Agreement or on the part of any employees or agents of Company unless those acts or omissions are due to willful misconduct.
Section 3.04. Indemnity. Client agrees to indemnity, defend, and hold Company free and harmless from all costs and expenses, incurred by Client as a result of Company's performance of Service unless such costs and expenses are the responsibility of Company under the provisions of Section 2.02 above.
Section 3.05. Confidentiality. (a) Company shall keep confidential all technical, customer, business and financial information relating to Client’s business disclosed by Client or its customers to Company directly or indirectly in writing, orally or by inspection ("Information"). Client will not, during or after Company's consulting relationship with Client, (i) disclose any Information directly or indirectly to any person or entity other than an employee or affiliate of Client, acting in that capacity and for Client’s benefit or (ii) use any Information other than for Client’s benefit. These obligations do not apply to Information which has been published or is available generally to the public, except where publication or availability results from Independent Company's acts. (b) Client will not disclose to Company, or induce Company to use, any confidential or proprietary information of a third party. Client represents that Company's performance of this Agreement does not and will not conflict with any agreement binding on Client to keep confidential a third party's proprietary information or trade secrets.
Section 3.06. Trade Secrets, Proprietary Information and Non-Competition. The Client and Company acknowledge and agree that during the Term of this Agreement and in the course of the discharge of Company’s duties under this Agreement, Company shall have access to and become acquainted with information concerning the operation of the Client, including, without limitation, financial, personnel, and other information that is owned by the Client and regularly used in the operation of the Client’s business, and that such information constitutes the Client’s trade secrets and/or proprietary information. Company agrees that during the contracted term, and at all times subsequent thereto, Company shall not use or appropriate the Client’s trade secrets or proprietary information nor shall Company disclose any such trade secrets or proprietary information, directly or indirectly, to any person, except as required in the conduct of the Company’s business or as authorized in writing by the Client. Company acknowledges and agrees that the sale or unauthorized use or disclosure of any of the Client’s trade secrets or proprietary information obtained by Company during the course of the Company’s current or any future and proposed work or Service, the fact that any such work or Service are planned or under consideration, as well as any descriptions thereof, constitute unfair competition. Company promises and agrees that during the Term of this Agreement, Company shall not directly or indirectly engage in any activity in competition with the Client. Company further promises and agrees that during the Term of this Agreement and at all times thereafter, Company shall not use the Company’s trade secrets or proprietary information to compete with the Client. Company further agrees that for a period of three (3) years following the termination of this Agreement, with or without cause, or the expiration of the initial or any extended Term of this Agreement, Company shall not own, manage, or operate a business substantially similar to or competitive with the present business of the Client or such other business activity in which the Client may substantially engage in during the Term of Company’s employment. Client acknowledges that this covenant is reasonable in time and scope, Client has received adequate and valuable consideration for this covenant, and the Company shall be entitled to enforce the same for breach through all remedies at law and in equity, including but not limited to injunctive relief. All parties to this Agreement waive any requirement that the Company post any bond in connection with such injunctive relief, including any temporary restraining order. Client agrees that a breach of this covenant will cause irreparable damages to the Company for which monetary damages alone will not fully compensate the Company. The Company, in addition to injunctive relief shall be entitled to recover from Client all damages, in law and equity, suffered by the Company from any breach by Client. The parties agree that this covenant shall be liberally construed so as to give the covenant full force and effect. In addition, Company promises and agrees that for a period of three (3) years following the date of the termination or expiration of this Agreement and employment hereunder, Company shall not, either directly or indirectly, (i) solicit any customers seen by Client while employed by the Client or any other customers of the Client or (ii) employ any person who is employed by the Client within ninety (90) days prior to the date of termination of Company’s employment under this Agreement.
Section 3.07. Intellectual Property. All intellectual property in the software, code, data, documentation, and information developed by Company for Client shall, as between Client and Company, vest in Client immediately upon its creation. Furthermore, Company shall execute all such documents to assure the right, title and interest of Client or its nominee in and to such Intellectual Property.
ARTICLE 4. TERMINATION OF AGREEMENT
Section 4.01. Termination on Notice. Client or Company, with or without cause, may terminate this Agreement at any time by giving thirty (30) days prior written notice to the other.
Section 4.02. Termination on Occurrence of Stated Events. Notwithstanding any provision of this Agreement to the contrary, this Agreement will terminate automatically on the occurrence of any of the following events: (a) Bankruptcy of either party, or an Assignment for the Benefit of Creditors, which proceedings are not dismissed or terminated within ninety (90) days of the filing of any Petition or Assignment; (b) Sale by either party of all or substantially all of its business assets; (c) Death of either party, if applicable; (d) Dissolution of either party; or (e) Assignment of this Agreement by either party without the consent of the other party.
Section 4.03. Termination for Default. If either party defaults in the performance of this Agreement or materially breaches any of its provisions, the non-breaching party may terminate this Agreement by giving written notification to the breaching party. Termination will take effect immediately on receipt of notice by the breaching party or three (3) days after mailing of notice, whichever occurs first. For the purposes of this section, material breach of this Agreement includes, but is not limited to, the following: (a) Client's failure to pay Company any compensation due within thirty (30) days after such compensation is due, without written demand for payment; (b) Company's failure to perform the Service specified in the Description of Service; (c) Company's material breach of any representation or Agreement contained in this Agreement.
ARTICLE 5. GENERAL PROVISIONS
Section 5.01. Notices. Any notices required to be given under this Agreement by either party to the other may be affected by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Notices delivered personally will be deemed communicated as of actual receipt; mailed notices will be deemed communicated as of the day of receipt or two (2) days after mailing, whichever occurs first. Notice shall be sent to the address listed in the signature line.
Section 5.02. Integration. This Agreement supersedes any and all Agreements, either oral or written, between the parties with respect to the rendering of Service by Company for Client. Each party to this Agreement acknowledges that no representations, inducements, 5 promises, or Agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained in this Agreement, and that no other Agreement, statement, or promise not contained in this Agreement will be valid or binding. Any modification of this Agreement will be effective only if it is in a writing signed by the party to be charged.
Section 5.03. Attorneys' Fees. If any action is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, in addition to any other relief to which that party may be entitled.
Section 5.04. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the California.
Section 5.05. Authority to Execute. Each party represents and warrants to the other party that it or he has the authority to enter into this Agreement and the same shall be a legally binding Agreement.
Section 5.06. Assignment. Neither this Agreement nor any duties or obligations under this Agreement may be assigned by a party without the prior written consent of the other party.
Section 5.07. Records and Data. Client and Company acknowledge that the performance of this Agreement by the parties will require that each provide to the other certain records and data of the other. On termination of this Agreement, or any earlier date requested, a party shall return all records and data, and copies thereof, of the other party as requested including the complete deletion of all electronic and digitally stored data. Each party agrees that it will keep and maintain records and any data received from the other party in a manner that the return thereof can be completed as contemplated by these provisions. The Company of a party's records and data into a party's records and data shall not vitiate the obligations of a party. The parties agree that these provisions shall survive the termination of this Agreement.
THE PARTIES HAVE READ, UNDERSTOOD, AND AGREED TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.