INDEPENDENT CONSULTANT AGREEMENT
This INDEPENDENT CONSULTANT AGREEMENT (“Agreement”) is made as of the date of the related transaction initiated on www.prlco.com and between the client listed on the online transaction (“Client”) and T.R. Wurster Contruction Inc. dba PRL Co (“Consultant”), collectively referred to as the “Parties”.
R E C I T A L S:
- The Parties enter into this Agreement for the purpose of creating an independent Consultant consulting relationship.
- Client desires to retain Consultant as an independent contractor relating to Client’s safety and business strategy.
- Client and Consultant desire to create and maintain under the terms of this Agreement an entirely independent contractor relationship and not a relationship of employer and employee.
- Client desires to utilize the services of Consultant, and Consultant desires to hold out and render services to the public, as well as to Client, in the course of Consultant’s established trade, business and profession.
- The Parties desire to enter into this Agreement for the purpose of carrying out the foregoing purposes in accordance with the provisions set forth below.
NOW, THEREFORE, in consideration of the mutual promises set forth below, the Parties agree as follows:
- Services of Consultant. Consultant agrees to perform the following services (the “Services”): provide consulting services relating to Client’s safety and business strategy.
Consultant will determine the method, details and means of performing the Services.
Consultant is free from the control of Client in the performance of the Services under this Agreement.
Consultant is performing Services under this Agreement that are outside Client’s normal course of business.
Consultant may, at Consultant’s own expense, use his own employees or subcontractors to perform the Services under this Agreement.
Consultant must supply Consultant’s own tools and equipment in performance of the Services.
Consultant shall obtain Consultant’s own CSLB B license for the conduct of the Services.
Consultant shall be responsible for renewing and paying for all required licensing and certifications for conducting the Services.
Consultant shall be responsible for and pay for any and all business promotional efforts undertaken by Consultant.
Consultant shall have no set hours of work with Client.
Consultant is free to work elsewhere, and is in fact, is working elsewhere, while performing under the terms of this Agreement.
Consultant shall be responsible for all wages, hours, working conditions, workers’ compensation insurance, management, supervision, and all other aspects and requirements of any kind whatsoever related to the performance of this Agreement by Consultant’s employees and subcontractors, if any.
Compensation. Client agrees to pay Consultant as set forth:
Client shall pay Consultant $135 per hour for all services rendered. Time will be billed in increments of one-quarter hour. Client agrees to pay a retainer for anticipated work, which shall be submitted to PRL Co through the PRLco.com storefront. The initial retainer is $540 and is due prior to commencement of this Agreement.
Client shall provide and replenish the retainer upon exhaustion or within five (5) days of date of the monthly statement rendered by PRL Co calling for such replenishment. If the retainer is not replenished or provided upon request, Client agrees that PRL Co is not obligated to proceed with any further work, unless otherwise mutually agreed in writing by the parties.
PRL Co will provide Client with an itemized statement of billings on a monthly basis. The retainer is fully earned and non-refundable, but may be applied toward PRL Co products and services at the client’s request and directive
In addition to hourly fees, Client shall be responsible for and shall pay, or re-pay to PRL Co if any costs are advanced, all necessary costs, fees, expenses, and disbursements. Client agrees that PRL Co is not obligated to advance any costs, but PRL Co may in its sole and absolute discretion decide to advance reasonable costs. PRL Co will make reasonable efforts to confer with you, or such other representative as you may designate, for approval of large items of cost (those anticipated to be over $150.00 each). Costs include, but are not limited to, such items as travel, facsimile, long distance phone, postage, and photocopying.
- Term of Agreement. This Agreement will become effective on the date of the online transaction initiated using the www.PRLCo.com website.
- Termination. Either Party may terminate this Agreement at any time by giving five (5) days’ written notice to the other Party.
Should either Party default in the performance of this Agreement or materially breach any of its provisions, the non-breaching Party may terminate this Agreement by giving written notification to the breaching party. Termination shall be effective immediately on receipt of the notice or five (5) days from mailing of the notice, whichever occurs first. For the purposes of this Section, material breach of this Agreement shall include, but not be limited to, the following:
(a) Non-payment of compensation to Consultant by Client after five (5) days’ written demand for payment;
(b) Failure of either party to comply with the terms of this Agreement;
(c) Failure of Consultant to complete the Services requested;
(d) Unsatisfactory performance of the Services by Consultant;
This Agreement shall terminate automatically upon the occurrence of any of the following events:
(i) Bankruptcy or insolvency of either party;
(j) Sale of the business of either party; and
(k) Death of either party.
- Notice. Any notice required to be given pursuant to this Agreement shall be effective only if in writing and delivered personally, by email or by mail. If given by mail, such notice should be mailed to the other party at the addresses set forth in the online transaction initiated using the www.prlco.com website as stated on the transaction receipt for both the Client and the Consultant.
- Relationship of the Parties. Consultant enters into this Agreement as, and shall continue to be, an independent contractor. Under no circumstances shall Consultant look to Client as Consultant’s employer or as a partner, agent or principal. Consultant shall not be entitled to any benefits afforded to Client’s employees, if any, including worker’s compensation, disability insurance, vacation, paid time off or sick leave. Consultant shall be responsible for providing, at Consultant’s expense, and in Consultant’s name, disability, worker’s compensation or other insurance, as well as licenses and permits usual and necessary for performing the Services.
Consultant shall pay, when and as due, any and all taxes incurred as a result of Consultant’s compensation, including estimated taxes.
- Representations and Indemnities. Consultant represents that Consultant has the qualifications and ability to perform the Services in a professional manner, without the advice, control or supervision of Client. Consultant shall be solely responsible for the professional performance of the Services, and shall receive no assistance, direction or control from Client. Consultant shall have sole discretion and control of Consultant’s services and the manner in which performed.
Consultant shall and does hereby indemnify, defend and hold harmless Client and Client’s members, officers, directors and shareholders from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties and reasonable attorneys’ fees and costs (“Claims”), that Client may incur or suffer to the extent that such Claims result from any breach or failure of Consultant to perform any of the representations, warranties and agreements contained in this Agreement.
Consultant further agrees to maintain a policy of insurance in the minimum amount of $1,000,000 to cover any negligent acts committed by Consultant or Consultant’s employees or agents during the performance of the Services.
Consultant will maintain in confidence and will not, directly or indirectly, disclose or use, either during or after the term of this Agreement, any proprietary or confidential information or know how belonging to Client, whether or not it is in written or permanent form, except to the extent necessary to perform the Services or unless such information has been previously disclosed to or is known by members of the public. Consultant recognizes and acknowledges that the list of Client’s clients, customers, procedure manuals, forms, data, other books and records of Client, Client’s computer software and databases, financial strategies, product, costs, pricing, overhead, billing, profit margins, marketing and business plans as such may exist from time to time, are unique assets of Client’s business which have not been disclosed to the public, constitute confidential trade secret information of Client, are not known by actual or potential competitors, and have material economic value or potential material value to Client’s present or future business. Consultant shall not, during or after the term of this Agreement, without the prior written consent of Client, use for Consultant’s benefit, or disclose, any confidential trade secret information of Client to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, other than is necessary in providing the Services or unless such information is known to the public. In the event of a breach or threatened breach by Consultant of the provisions of this Section, Client shall be entitled to an injunction restraining Consultant from using or disclosing any confidential trade secret information of Client or from rendering any services to any person, firm, corporation, association or other entity to whom such confidential trade secret information has been disclosed or is threatened to be disclosed or for whose benefit Consultant intends to use such confidential information. Nothing in this Agreement shall be construed as prohibiting Client from pursuing any other remedies available to Client for use or disclosure prohibited herein, including recovery of damages from Consultant.
- Warranties. Consultant warrants that:
(a) Consultant's agreement to perform work pursuant to this Agreement does not violate any agreement or obligation between Consultant and any third party;
(b) The Services provided by Consultant as delivered to Consultant will not knowingly infringe any copyright, patent, trade secret, or other proprietary right held by any third party;
(c) The Services provided by Consultant will be performed in a professional manner, and shall be of high grade, nature, and quality. The Services will be performed in a timely manner and will meet deadlines agreed between the Consultant and Client.
- Dispute Resolution. The Parties agree to non-binding mediation of any dispute or claim arising between them out of this Agreement, or any resulting transaction, before resorting to court action. Mediation fees, if any, shall be divided equally among the Parties. If, for any dispute or claim to which this Section applies, any party commences an action without first attempting to resolve the matter through mediation or refuses to mediate after a request has been made, that party shall not be entitled to recover attorneys’ fees, even if they would otherwise be available to that party in any such action.
- Attorneys' Fees. Should either party to this Agreement, or any heir, personal representative, successor or assign of either party, resort to legal proceedings in connection with this Agreement or Consultant's relationship with Client, the party or Parties prevailing in such legal proceedings shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorneys' fees and costs in such legal proceeding from the non-prevailing party or Parties.
- Entire Agreement. This Agreement contains the entire agreement and understanding between the Parties with regard to the subject matter of this Agreement and supersedes any prior or contemporaneous written or oral agreement, representations and warranties between them relating to the subject matter of this Agreement. This Agreement may be amended only by an instrument in writing executed by the Parties or their duly authorized representatives.
- Severability. If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, is held invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect.
- Non-Waiver. No waiver by either party of any breach of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other provision hereof. The exercise by Client of any rights hereunder shall not operate as a waiver of any default or breach on the part of Consultant then existing. Each and all of the several rights, remedies and options of the parties hereunder shall be cumulative and no one of them is exclusive of the others or of any right, remedy or priority allowed by law or in equity.
- Governing Law. This Agreement and any claim between the Parties arising under this Agreement shall be governed by, and construed in accordance with, the laws of the State of California and the Parties agree this Agreement is entered into, and that venue to enforce the terms of this Agreement, shall be Los Angeles County, California. Consultant hereby irrevocably submits itself to the jurisdiction of the Courts of the State of California, Los Angeles County for the purpose of any suit, action or other proceeding arising out of or related to this Agreement. Consultant hereby waives and expressly agrees not to assert, in any way, any claim or allegation that it is not personally subject to the jurisdiction of the court named above. Consultant further waives any claim or allegation that any suit, action, or proceeding is either brought in an inconvenient forum or that the related venue is improper.
- Counterparts. This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original and such counterparts shall together constitute and be one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the day and year first above written by completing the related transaction using the www.prlco.com website.