SERVICE AGREEMENT
This Service Agreement (“Agreement”) is by and between Preferred Partners Group LLC, a Florida limited liability company, with an
address located at 9822 NE 2nd Avenue, Suite 12, Miami Shores, FL 33138, and the undersigned.
WHEREAS, Company has authorized the engagement of Contractor to provide the services as set forth herein, and Contractor has agreed to accept such
engagement;
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth hereinafter, the sufficiency of which is hereby acknowledged, and with the
intent to be legally bound, the parties hereby agree as follows:
1.1 The Company hereby engages Contractor, and Contractor hereby accepts such engagement, as an independent contractor to provide certain services to the
Company on the terms and conditions set forth in this Agreement.
1.2 Contractor shall provide to the Company the services set forth on Schedule 1 (the “
Services”).
1.3 The Company shall not control the manner or means by which Contractor performs the Services, including but not limited to the time and place Contractor
performs the Services.
1.4 Unless otherwise set forth in Schedule 1, Contractor shall furnish, at Contractor’s own expense, the equipment, supplies and other materials used
to perform the Services. The Company shall provide Contractor with access to Company’s premises and equipment to the extent necessary for the
performance of the Services.
1.5 To the extent Contractor performs any Services on the Company’s premises or using the Company’s equipment, Contractor shall comply with all
applicable policies of the Company relating to business and office conduct, health and safety and use of the Company’s facilities, supplies,
information technology, equipment, networks and other resources.
1.6 Contractor shall conduct business, as it relates to the services defined herein, in a commercially reasonable, legal and ethical manner. Every effort
will be made by Contractor to ensure that the Customer is aware of the economic substance of those transactions contemplated herein, and that
Contractor’s affairs with Customer have been conducted in a professional manner.
1.7 Contractor shall be fully knowledgeable about all federal, state and local legal and regulatory requirements related to its activities and shall comply
with all such requirements including but not limited to: (1) licensing, (2) registration, (3) sales and marketing activities, (4) soliciting permits.
Contractor shall be solely liable for any failure to comply or alleged violations of these requirements.
The term of this Agreement shall commence on the date hereof and shall continue until terminated by either party upon written notice (which may be by
email), unless earlier terminated in accordance with
paragraph 9 (the “
Term”). Any extension of the term will be subject to
mutual written agreement between the parties.
3.1 As full compensation for the Services and the rights granted to the Company in this Agreement, the Company shall pay Contractor as set forth on
Schedule 1. Contractor acknowledges that Contractor will receive an
IRS Form 1099-MISC from the Company, and that Contractor shall be
solely responsible for all federal, state and local taxes, as set out in
paragraph 4.2.
3.2 Contractor is solely responsible for any travel or other costs or expenses incurred by Contractor in connection with the performance of the Services,
and in no event shall the Company reimburse Contractor for any such costs or expenses.
4.1 Contractor is an independent contractor of the Company, and this Agreement shall not be construed to create any association, partnership, joint
venture, employee or agency relationship between Contractor and the Company for any purpose. Contractor has no authority (and shall not hold itself out as
having authority) to bind the Company and Contractor shall not make any agreements or representations on the Company’s behalf without the
Company’s prior written consent. Contractor’s services to Company under this Agreement will be rendered in an independent capacity only for the
purposes and to the extent set forth in this Agreement, and not as an employee of Company. Contractor shall not be under the supervision or control of
Company except to the extent set forth in this Agreement, and shall be free to dispose of such portion of Contractor’s entire time, energy and skill
during regular business hours as it is not obligated to devote hereunder to Company in such manner as Contractor sees fit and to such persons, firms or
corporations as Contractor deems advisable. Contractor shall not be considered under the provisions of this Agreement to have employee status. Contractor
shall be the sole employer of its employees, including those assigned to provide services to Company. Contractor shall be solely responsible for complying
with all laws and regulations governing its relationship with its employees, including but not limited to all federal, state and local laws governing
wages, hours, terms and conditions of employment, fair employment practices, whistleblower protections, any form of leave of absence, income tax
withholding, workers compensation, unemployment, disability, and all other employee benefits, and all other regulations and laws.
4.2 Without limiting
paragraph 4.1 Contractor will not be eligible under this Agreement to participate in any vacation, group medical or life
insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by the Company to its employees, and the
Company will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance
contributions, including unemployment or disability, or obtaining worker’s compensation insurance on its behalf. Contractor shall be responsible for,
and shall indemnify the Company against, all such taxes or contributions, including penalties and interest. Any persons employed or engaged by Contractor
in connection with the performance of the Services shall be Contractor’s employees and Contractor shall be fully responsible for them and indemnify
the Company against any claims made by or on behalf of any such employees or Contractors.
5.1 The Company is and shall be, the sole and exclusive owner of all right, title and interest throughout the world in and to all the results and proceeds
of the Services performed under this Agreement (collectively, the “
Deliverables”), including all patents, copyrights, trademarks, trade
secrets and other intellectual property rights (collectively “
Intellectual Property Rights”) therein. Contractor agrees that the
Deliverables are hereby deemed a “work made for hire” as defined in 17 U.S.C. § 101 for the Company. If, for any reason, any of the
Deliverables do not constitute a “work made for hire,” Contractor hereby irrevocably assigns to the Company, in each case without additional
consideration, all right, title and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein.
5.2 Any assignment of copyrights under this Agreement includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may
be known as “moral rights” (collectively, “
Moral Rights”). Contractor hereby irrevocably waives, to the extent permitted by
applicable law, any and all claims Contractor may now or hereafter have in any jurisdiction to any Moral Rights with respect to the Deliverables.
5.3 Contractor shall make full and prompt disclosure to the Company of any inventions or processes, as such terms are defined in 35 U.S.C. § 100 (the
“
Patent Act”), made or conceived by Contractor alone or with others during the Term, whether or not such inventions or processes are
patentable or protected as trade secrets and whether or not such inventions or processes are made or conceived during normal working hours or on the
premises of the Company. Contractor shall not disclose to any third party the nature or details of any such inventions or processes without the prior
written consent of the Company.
5.4 Upon the request of the Company, Contractor shall promptly take such further actions, including execution and delivery of all appropriate instruments
of conveyance, as may be necessary to assist the Company to prosecute, register, perfect, record or enforce its rights in any Deliverables. In the event
the Company is unable, after reasonable effort, to obtain Contractor’s signature on any such documents, Contractor hereby irrevocably designates and
appoint the Company as Contractor’s agent and attorney-in-fact, to act for and on Contractor’s behalf solely to execute and file any such
application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights or other intellectual
property protected related to the Deliverables with the same legal force and effect as if Contractor had executed them. Contractor agrees that this power
of attorney is coupled with an interest.
5.5 Notwithstanding
paragraph 5.1, to the extent that any of Contractor’s pre-existing materials identified in Schedule 1 are contained in
the Deliverables, Contractor retains ownership of such preexisting materials and hereby grant to the Company an irrevocable, worldwide, unlimited,
royalty-free license to use, publish, reproduce, display, distribute copies of, and prepare derivative works based upon such preexisting materials and
derivative works thereof. The Company may assign, transfer and sublicense such rights to others without Contractor’s approval.
5.6 Except for such pre-existing materials identified on Schedule 1, Contractor has no right or license to use, publish, reproduce, prepare derivative
works based upon, distribute, perform, or display any Deliverables. Contractor has no right or license to use the Company’s trademarks, service
marks, trade names, logos, symbols or brand names.
5.7 Contractor shall require each of Contractor’s employees to execute written agreements securing for the Company the rights provided for in this
paragraph 5 prior to such employee or Contractor providing any Services under this Agreement.
6.1 Contractor acknowledges that Contractor will have access to information that is treated as confidential and proprietary by the Company, including,
without limitation, the existence and terms of this Agreement, trade secrets, technology, and information pertaining to business operations and strategies,
customers, pricing, marketing, finances, sourcing, personnel, or operations of the Company, its affiliates or their suppliers or customers, in each case
whether spoken, written, printed, electronic or in any other form or medium (collectively, the “
Confidential Information”). Any
Confidential Information that Contractor develops in connection with the Services, including but not limited to any Deliverables, shall be subject to the
terms and conditions of this paragraph. Contractor agrees to treat all Confidential Information as strictly confidential, not to disclose Confidential
Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the Company in each instance, and not
to use any Confidential Information for any purpose except as required in the performance of the Services. Contractor shall notify the Company immediately
in the event Contractor becomes aware of any loss or disclosure of any Confidential Information.
6.2 Confidential Information shall not include information that:
(a) is or becomes generally available to the public other than through Contractor’s breach of this Agreement; or
(b) is communicated to Contractor by a third party that had no confidentiality obligations with respect to such information.
6.3 Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to
the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of
disclosure required by such law, regulation or order. Contractor agrees to provide written notice of any such order to an authorized officer of the Company
within two (2) days of receiving such order, but in any event sufficiently in advance of making any disclosure to permit the Company to contest the order
or seek confidentiality protections, as determined in the Company’s sole discretion.
7.1 Contractor represents and warrants to the Company that:
(a) Contractor has the right to enter into this Agreement, to grant the rights granted herein and to perform fully all of Contractor’s obligations in
this Agreement;
(b) Contractor’s entering into this Agreement with the Company and Contractor’s performance of the Services do not and will not conflict with
or result in any breach or default under any other agreement to which Contractor are subject;
(c) Contractor has the required skill, experience and qualifications to perform the Services, Contractor shall perform the Services in a professional and
workmanlike manner in accordance with generally recognized industry standards for similar services and Contractor shall devote sufficient resources to
ensure that the Services are performed in a timely and reliable manner;
(d) Contractor shall perform the Services in compliance with all applicable federal, state and local laws and regulations;
(e) the Company will receive good and valid title to all Deliverables, free and clear of all encumbrances and liens of any kind;
(f) all Deliverables are and shall be Contractor’s original work (except for material in the public domain or provided by the Company) and do not and
will not violate or infringe upon the intellectual property right or any other right whatsoever of any person, firm, corporation or other entity.
7.2 The Company hereby represents and warrants to Contractor that:
(a) it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; and
(b) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary Company
action.
8.1 Contractor shall defend, indemnify and hold harmless the Company and its affiliates and their officers, directors, employees, agents, successors and
assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of
whatever kind (including reasonable attorneys’ fees) arising out of or resulting from:
(a) bodily injury, death of any person or damage to real or tangible, personal property resulting from Contractor’s acts or omissions; and
(b) Contractor’s breach of any representation, warranty or obligation under this Agreement.
8.2 The Company may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to Contractor.
9.1 The Company may terminate this Agreement without cause effective immediately upon notice to Contractor. In the event of termination pursuant to this
paragraph 9.1, the Company shall pay Contractor on a pro-rata basis any Fees then due and payable for any Services completed up to and including
the date of such termination.
9.2 The Company may terminate this Agreement, effective immediately upon written notice to Contractor, in the event that Contractor breaches this
Agreement. In the event of termination pursuant to this
paragraph 9.2, the Company shall be entitled to injunctions, both preliminary and final,
enjoining and restraining such breach or threatened breach. Such remedies shall be in addition to all other remedies available at law or in equity
including the Company’s right to recover from the Contractor any and all damages that may be sustained as a result of the Contractor’s breach
of contract.
9.3 In addition to any other remedies the Company may have available to it under the terms of this contract, the Company shall be entitled to stop the
Contractor, by means of injunction, from violating any part of this contract, and to recover, by means of an accounting, any profits the Contractor may
have obtained in violation of this contract. The Company shall be entitled to recover its reasonable attorney’s fees and expenses in any successful
action by the Company to enforce this contract.
9.4 Upon expiration or termination of this Agreement for any reason, or at any other time upon the Company’s written request, Contractor shall
promptly after such expiration or termination:
(a) deliver to the Company all Deliverables (whether complete or incomplete) and all hardware, software, tools, equipment or other materials provided for
Contractor’s use by the Company;
(b) deliver to the Company all tangible documents and materials (and any copies) containing, reflecting, incorporating or based on the Confidential
Information;
(c) permanently erase all of the Confidential Information from Contractor’s computer systems; and
(d) certify in writing to the Company that Contractor has complied with the requirements of this paragraph.
9.5 The terms and conditions of this paragraph and
paragraph 4,
paragraph 5,
paragraph 6,
paragraph 7,
paragraph 8,
paragraph 9.3,
paragraph 11,
paragraph 12 and
paragraph 13 shall survive the expiration or
termination of this Agreement.
Contractor may be engaged or employed in any other business, trade, profession or other activity which does not place Contractor in a conflict of interest
with the Company.
Contractor agrees that during the Term of this Agreement and for a period of 2 years following the termination or expiration of this Agreement, Contractor
shall not make any solicitation to employ the Company’s personnel without written consent of the Company to be given or withheld in the
Company’s sole discretion.
Contractor shall not assign any rights, or delegate or subcontract any obligations, under this Agreement without the Company’s prior written consent.
Any assignment in violation of the foregoing shall be deemed null and void. The Company may freely assign its rights and obligations under this Agreement
at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against each
of the parties hereto and their respective successors and assigns.
13.1 Contractor shall not export, directly or indirectly, any technical data acquired from the Company, or any products utilizing any such data, to any
country in violation of any applicable export laws or regulations.
13.2 All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “
Notice”) shall be in writing
and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the
receiving party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight
courier (with all fees pre-paid), facsimile or e-mail of a PDF document (with confirmation of transmission) or certified or registered mail (in each case,
return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving party has
received the Notice and (b) the party giving the Notice has complied with the requirements of this Section.
13.3 This Agreement, together with any other documents incorporated herein by reference and related exhibits and schedules, constitutes the sole and entire
agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous
understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
13.4 This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may
be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance.
13.5 This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or
conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the
State of New York in any legal suit, action or proceeding arising out of or based upon this Agreement or the Services provided hereunder.
13.6 If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
13.7 This Agreement may be executed in multiple counterparts and by facsimile signature, each of which shall be deemed an original and all of which
together shall constitute one instrument.
14.1 Contractor is required to list (
Preferred Partners Group) as additional insured and requires
$1M/$2Min liability limits.
