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This
Agreement is entered into as of the day of , 2012, between Heavenly Escorts (“the Company”) and (“the Contractor”).
1.
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.
2.
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
Exhibit A, which may be amended in writing 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.
3.
Expenses. During the term
of this Agreement, the Contractor shall bill and the Company shall
reimburse [him or her] for all reasonable and approved out-of-pocket
expenses, which are incurred in connection with the performance of
the duties hereunder. Notwithstanding the foregoing, expenses for
the time spend by Consultant in traveling to and from Company facilities
shall not be reimbursable.
4.
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. The Company shall
provide the contractor with a weekly report of hits to their website
which is hosted by Heavenly Escorts. Any merchandise or services
sold on website will be reported.
5.
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.
6.
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,
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 not retain any copies of the foregoing without the
Company’s prior written permission. 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.
7.
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.
8.
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.
9.
Merger. This Agreement
shall not be terminated by the merger or consolidation of the Company
into or with any other entity.
10.
Termination. The Company may
terminate this Agreement at any time by 10 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.
11.
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.
12.
Insurance. The Contractor
will carry liability insurance (including malpractice insurance, if
warranted) relative to any service that [he or she] performs for the
Company.
13.
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.
14.
Choice
of Law. The laws of the
state of Hawaii shall govern the validity of this Agreement, the construction
of its terms and the interpretation of the rights and duties of the
parties hereto.
15.
Arbitration. Any controversies
arising out of the terms of this Agreement or its interpretation shall
be settled in Hawaii in accordance with the rules of the American
Arbitration Association, and the judgment upon award may be entered
in any court having jurisdiction thereof.
16.
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.
17.
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.
18.
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.
19.
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 as follows:
If to the Contractor:
(Copies attached)
If to the Company:
Heavenly Escorts
543 Farrington Hwy #109
Kapolei, HI 96707
808-450-1050
Any party hereto may change its address for
purposes of this paragraph by written notice given in the manner provided above.
20.
Modification
or Amendment. No amendment, change or modification of this Agreement shall be valid
unless in writing signed by the parties hereto.
21.
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.
22.
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.
IN
WITNESS WHEREOF the undersigned have executed this Agreement as of
the day and year first written above. The parties hereto agree that
facsimile signatures shall be as effective as if originals.
SCHEDULE
A
DUTIES,
TERM, AND COMPENSATION
DUTIES:
The Contractor will provide personal services as a model, entertainer,
escort, companion or other personal services.
[He or she] will report directly to Heavenly
Escorts and to any other party designated by Heavenly Escorts 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. Contractor will be given as much advance notice
as possible. The company will strive to provide at least one-hour
notice on escort and companion jobs. Contractor will maintain an active
cell phone during this agreement at contractors expense.
TERM:
This engagement shall commence upon execution of this
Agreement and shall continue in full force and effect until
canceled by either party as provided herein under this Agreement.
But not less than 90 days. The Agreement may only be extended thereafter
by mutual agreement, unless terminated earlier by operation of and
in accordance with this Agreement.
COMPENSATION:
A. As full compensation
for the services rendered pursuant to this Agreement, the Company
shall pay the Contractor at the rate of 66% of total payment received.
Contractor will submit 100% of revenue collected daily for the Work
referred. Contractor will be paid on a weekly basis by cash,
check, or direct deposit, or be provided with a debit card with their
weekly revenue.
B. Internet Sales are
compensated pursuant to this Agreement, the Company shall pay the
Contractor at the rate of 66% of payment received, less 3rd party
processing fees. The Company will pay the Contractor monthly for the
sales received. Contractor agrees to do a monthly photo/video
shoot to update content for website. Internet sales are paid separately
on your affiliate account.
C. Company shall design
website for Independent Contractors and promote website. This shall
include a photo shoot, and one video for the cost to contractor of five hundred dollars ($ 500.00). For a limited time we are waiving the fee for new escorts. Which shall be paid to the company on the following
schedule:
Date: Amount:
Date: Amount:
Date: Amount:
D. Photo Shoot Scheduled:
Yes
No
Date Time
E. Video Shoot Scheduled:
Yes
No
Date Time |