INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement (this “Agreement”) sets forth the terms and conditions whereby you agree to provide certain services to aWingIRL, a Texas limited liability company (“aWingIRL”), all as set forth in the terms and conditions herein.
CERTAIN DEFINITIONS.
Certify means to check in online as a means to promise, represent and warrant to aWingIRL that a particular Event did in fact occur and that the Friend was introduced and promoted to at least one person of their choice at a mutually acceptable public place.
Event means a meeting facilitated by aWingIRL, between a Wing and a Friend, at a public place mutually agreed to by the Wing and Friend, where the Wing provides the Services hereunder to the Friend.
Friend means an individual end client of the aWingIRL Services as provided by you acting as a Wing hereunder.
Questionnaire means a list of questions asked and answered about you and/or a Friend that contains useful information that can be used to get to know each other before and during the Event.
Wing means you, acting as a wingman/wingwoman/wingperson in order to introduce and promote the Friend to at least one person at the Event.
SERVICES.
In the event that you properly apply through the current process and are accepted as a Wing by (i) passing the online background check (no sexual or violent convictions) and (ii) paying the starter fees of $99, aWingIRL hereby engages you, and you hereby accept such engagement, as an independent contractor to provide the following services to aWingIRL:
- Upon your acceptance of a Friend, contact Friend within 1 day to discuss Questionnaires and schedule a mutually agreeable time and public place for an Event
- Meet Friend for a 2-hour Event (unless ended earlier by you or the Friend); introduce and promote Friend to at least one person of their choice
- Check in to the aWingIRL website to Certify the Event
THE STARTER FEES ARE NONREFUNDABLE AS TO THE COST OF THE BACKGROUND CHECK IN ANY EVENT.
Aside from these limited guidelines, aWingIRL does not and shall not control or direct the manner or means by which you perform the Services.
aWingIRL shall provide you with access to its materials, information, and systems to the extent necessary for the performance of the Services. You shall furnish, at your own expense, the materials, equipment, and other resources necessary to perform the Services.
You shall comply with all rules and procedures communicated to you in writing by aWingIRL, including those related to safety, security, and confidentiality (see aWingIRL Safety Tips).
TERM.
The term of this Agreement shall commence on the day you agree to this Agreement and shall continue for a period of one (1) year, unless earlier terminated in accordance with this Agreement (the “Term”). Any extension of the Term will require mutual written agreement.
FEES AND EXPENSES.
As full compensation for the Services and the rights granted to aWingIRL in this Agreement, aWingIRL shall pay you a fixed fee of US$50 per successful Event (the “Fees”). Events shall be considered successful if you provide the Services as set forth herein.
You acknowledge that you will receive an IRS Form 1099 from aWingIRL and that you are solely responsible for all federal, state, and local taxes.
You are solely responsible for any communications, internet, gas, travel, or other costs or expenses incurred in connection with the performance of the Services, and in no event shall aWingIRL reimburse you for such expenses.
aWingIRL shall pay all undisputed Fees on the Friday following the week after successful completion of any Event.
RELATIONSHIP OF THE PARTIES.
You are an independent contractor of aWingIRL. Nothing in this Agreement shall be construed to create any partnership, joint venture, employment, or agency relationship.
You have no authority to bind aWingIRL or make representations on its behalf without prior written consent.
You are not eligible for any employee benefits, and aWingIRL shall not withhold or pay payroll taxes, insurance contributions, or workers’ compensation on your behalf. You shall indemnify aWingIRL against any such obligations.
CONFIDENTIALITY.
You acknowledge that you may have access to confidential and proprietary information of aWingIRL, including trade secrets, business strategies, customer information, pricing, marketing, financial data, and operational information (“Confidential Information”).
You agree to treat all Confidential Information as strictly confidential and not to disclose or use such information except as required to perform the Services.
Confidential Information does not include information that:
- is or becomes publicly available through no breach of this Agreement;
- is received from a third party without confidentiality obligations.
You shall notify aWingIRL immediately if you become aware of any unauthorized disclosure of Confidential Information.
NOTICE OF IMMUNITY UNDER THE DEFEND TRADE SECRETS ACT.
You shall not be held criminally or civilly liable for disclosure of a trade secret made in confidence to a government official or attorney for the purpose of reporting or investigating a suspected violation of law, or made in a sealed court filing.
REPRESENTATIONS AND WARRANTIES.
You represent and warrant that:
- you have the authority to enter into this Agreement;
- your performance does not violate any other agreement;
- you possess the qualifications and skills required to perform the Services;
- you will comply with all applicable laws;
- all information you provide to aWingIRL is accurate.
aWingIRL represents that it has authority to enter into this Agreement.
INDEMNIFICATION.
You shall indemnify and hold harmless aWingIRL from any losses, damages, liabilities, or expenses arising out of your acts, omissions, or breach of this Agreement.
aWingIRL may deduct indemnified amounts from any payments due to you.
TERMINATION.
Either party may terminate this Agreement upon written notice. aWingIRL shall pay any Fees due for Services completed through the termination date.
Upon termination, you shall permanently delete all Confidential Information in your possession.
Sections relating to confidentiality, indemnification, and remedies shall survive termination.
ASSIGNMENT.
You may not assign or delegate this Agreement without prior written consent. aWingIRL may freely assign this Agreement.
REMEDIES.
You acknowledge that breach of confidentiality or representations may cause irreparable harm and entitle aWingIRL to injunctive relief in addition to other remedies.
GOVERNING LAW, JURISDICTION, AND VENUE.
This Agreement is governed by the laws of the State of Texas. Any legal action shall be brought exclusively in courts located in Harris County, Texas.
MISCELLANEOUS.
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.
Amendments must be in writing and signed by both parties.
If any provision is unenforceable, the remainder shall remain in effect.
This Agreement may be executed electronically and in counterparts.
