Helpr, Inc. Independent Contractor Agreement

THIS INDEPENDENT CONTRACTOR AGREEMENT (this  “Agreement”)  constitutes a legal agreement between Helpr, Inc., a Delaware corporation (“Company”), and the individual who is providing babysitting and child care services (“Contractor”) (Company and Contractor are hereinafter referred to collectively as the “Parties” and individually as a “Party”), with reference to the following facts:

RECITALS

1. The Company is engaged in the business of providing a platform to connect babysitting and child care services to parents and other interested parties through its web application (the “Application”).
2. From time to time, parents and other parties interested in securing babysitting and child care services (“Client”) may submit requests for such services through the Application (“Service Requests”). The Company refers Clients to its Contractors through the Application. The Client may then choose to retain the services of the Contractor. At no time is an employee/employer relationship created between the Company and the Contractor.
3. Company does not provide training for Services rendered by Contractor. Accordingly, Contractor has substantial experience and knowledge in providing babysitting and child care services, and desires to provide babysitting and child care services to Clients based on referrals from the Company through the Application.

NOW THEREFORE, in reliance on the above set forth recitals and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

AGREEMENT

Engagement of Contractor. Company hereby engages Contractor, on a nonexclusive basis, to provide babysitting and child care services to Clients (the “Services”) and Contractor hereby accepts such engagement, upon the terms and conditions set forth in this Agreement.

Term. The term of this Agreement (the “Term”) begins on the Effective Date and shall remain in effect at all times thereafter unless and until terminated by either Party in accordance with the termination provisions set forth below in this Agreement.

Termination. Either Party may terminate this Agreement for convenience at any time, with immediate effect, by providing the other Party with written notice of termination (which notice may be provided by email or other means).

Effect of Termination. Upon termination of this Agreement, Contractor shall (a) be responsible for fulfilling, in accordance with the terms of this Agreement, any Service Requests that were accepted by Contractor prior to such termination (“Surviving Service Requests”) and (b)

immediately become ineligible to accept any additional Service Requests through the Application, and shall cease all use of the Application.

Referrals. During the Term, the Company shall make available Services Requests to Contractor through the Application. Contractor is under no obligation to accept any particular Service Request.

No Guarantee of Retention. Contractor understands and acknowledges that he or she is one of many providers of Services to whom Service Requests will be made available upon terms substantially similar to those hereunder, and the Company does not guarantee that Contractor will be able to accept or perform Services under any or all Service Requests made available to Contractor. Contractors accept Service Requests through the Application on a “first come, first served” basis unless a Client otherwise requests a specific Contractor. Contractor is fully responsible for providing his or her own access to the Application, and responding to Service Requests in a timely manner.

Duties of Contractor. During the Term (and thereafter, with respect to any Surviving Service Requests), Contractor shall perform Services for Clients from whom Contractor has accepted a Service Request using the utmost care in a professional manner in accordance with the highest industry standards. In this regard, Contractor shall refrain from smoking, consumption of alcoholic beverages, and use of illegal drugs during the performance of Services. Contractor shall further refrain from inviting guests to the place of performance of Services. Contractor shall also comply with Client instructions. Contractor shall devote such of Contractor’s business time, attention, and efforts as are reasonably necessary to perform Services pursuant to Service Request that Contractor has accepted and Contractor’s other duties under this Agreement.

Compensation and Payment.

No Compensation from Company. Company shall NOT, in any way, pay or compensate Contractor for the performance of Services. Please refer to the “Application is Exclusive Method of Payment” provision for additional information on payment for Services.

Compensation Rates. Contractor’s compensation rates shall be based on Client’s number of children and the amount of time actually spent performing Services for Clients. Contractor shall receive standard rates (as outlined below), and a portion of all fees paid by a Client under a Service Request pursuant to which Contractor has performed Services (excluding subscription fees) through the Application, not including reimbursements as prescribed below, as complete compensation for all of such Services rendered. There are times when the hourly rate will vary and in those instances, Company will notify Contractor of the special rate which is always higher than standard rates.

The Company shall collect an administrative fee paid by Client (excluding reimbursements) for providing referrals to Contractor. This fee is a variable percentage which is dictated by the nature of the request. Company reserves the right to modify the compensation rates or the method of calculating the compensation rates at any time. If Company modifies the compensation rates or method of calculating the compensation rates, then Company will notify Contractor of such modification within seven days and will post notice of such modification on the application. In addition, Contractor and Company may negotiate a rate that is different than the standard rate. If Contractor accepts a job via the Application at the standard rate, the standard rate shall apply and Contractor agrees to accept the standard rate for his or her services.

Reimbursement. Company shall NOT reimburse Contractor for any costs, fees, or expenses incurred in connection with performing Services for Clients. Clients shall be solely responsible for reimbursing any costs, fees, or expenses incurred during the performance of Services including, but not limited to, food, and/or entertainment, but only to the extent such Client previously agreed in writing to reimburse Contractor for such expenses. Contractor must retain receipts for any costs, fees, or expenses incurred during the performance of Services and present such receipts to Client at the conclusion of Services. Reimbursable receipts must be attached to Contractor’s copy of the final receipt and maintained for a period not less than one year. Contractor understands and acknowledges that the vast majority of Service Requests will not include expense reimbursement.

Account Information. Contractor agrees to provide Company with such of Contractor’s personal account information to enable Clients to remit payment to Contractor through the Application or a third party financial service. Such information may include, but is not limited to, full legal name, banking institution, and account number. Company may provide Contractor’s legal name to Clients, but agrees not provide any banking information to Clients.

Application is Exclusive Method of Payment. Company shall establish and maintain a procedure whereby Clients remit payments to Contractor through the Application. Clients are required to pay for Services rendered by Contractor, including tips, through the Application. Clients are not permitted to pay, and Contractors are not permitted to accept, whether in the form of cash, check, credit card, or other form of payment, any payment directly from Client upon the completion of Contractor’s performance of Services.

Use of Application. Contractor agrees that its use of the Application shall comply with the Company’s terms of use.

Record Keeping. Contractor is required to document the amount of time actually spent providing Services, not including travel time to and from Client’s residence or the location at which Services are rendered. Upon the completion of the performance of Services, Contractor shall provide Company with an email outlining the actual time spent providing services promptly, and in no event more than two business days after the performance of such Services. Contractor shall maintain all receipts evidencing time worked for a period not less than eighteen months after the performance of such Services.

Insurance. Contractor hereby agrees that during the Term of this Agreement, Contractor shall maintain, at Contractor’s own expense and without reimbursement from Company, valid auto insurance and any other insurance required by applicable law.

Compliance with Law. Contractor shall comply with all applicable laws in the performance of Services hereunder.

Confidentiality. The Contractor acknowledges that it may have access to confidential information of the Company during the term of this Agreement. As used herein, the term “Confidential Information” shall mean any and all proprietary or confidential information of the Company, including, without limitation the Company’s business plan, business presentation or related proprietary and financial information as well as other confidential or proprietary information of the Company regarding the Company’s business, plans, financial results and statements, markets, projected activities, Client information, Clients and results of operations, requirements and sources, contracts, means, methods and processes of providing services, copyrights, patents, trademarks, and trade secrets.

Contractor agrees to keep the Confidential Information in the strictest confidence, and Contractor agrees that it will not, directly or indirectly, publish or disclose, or authorize the publication or disclosure of, or assist any third party in publishing or disclosing, any Confidential Information to anyone. Contractor agrees to comply with the Company’s policies and regulations, as may be reasonably established from time to time, for the protection of its Confidential Information.

Contractor’s confidentiality obligations shall continue with respect to each item of Confidential Information, including after the termination of this Agreement, until such time as Contractor can show that any such item of Confidential Information (i) has legally and properly entered the public domain through a source other than the Contractor and through no fault of the Contractor,

(ii) has legally and properly been received from an unrelated third party through no breach of any agreement with the Company and without an obligation to keep it confidential, or (iii) was known to the Contractor or was in the Contractor’s possession, without any obligation to keep it confidential, prior to the receipt of such item of Confidential Information from the Company.

The Contractor acknowledges that the Confidential Information is of a special, unique and extraordinary character, and the disclosure of which will cause such damage to the Company as will be irreparable and the exact amount of which will be impossible to ascertain. Accordingly, the Contractor agrees that the Company shall be entitled, at its election, to institute and prosecute proceedings against the Contractor, as set forth herein, in any court of competent jurisdiction, either at law or equity, to: (a) obtain damages for breach of the obligations hereunder; (b) enforce specific performance of said obligations including obtaining an injunction to restrain violations of said obligations; or (c) both. Such remedies are cumulative and not exclusive and shall be in addition to any and all other remedies which the Company may have, at law or in equity, in the event the Contractor breaches any of its obligations hereunder. The Parties hereto confirm that the covenants in this Agreement are expressly deemed to cover acts of negligence and any inadvertent disclosure or violation of the terms herein.

Privacy and Disclosure of Contractor’s Personal Information.

Company may need to obtain Contractor’s personal information, including full legal name, contact information, bank account and other financial information, and information obtained from a background check. Subject to applicable law and regulation, Company may provide to Client, an insurance company and/or relevant authorities and/or regulatory agencies any information (including personal information about you, including information learned from a background check, or any Services provided hereunder) if: (1) there is a complaint, dispute or conflict, between Contractor and Client; (2) it is necessary to enforce the terms of this Agreement; (3) it is required, in Company’s sole discretion, by applicable law or regulatory requirements (e.g., Company receives a subpoena, warrant, or other legal process for information); or (4) it is necessary, in Company’s sole discretion, to protect the safety, rights, property or security of Company, any third party, or the public for any reason; to detect, prevent or otherwise address fraud, security or technical issues; and/or to prevent or stop activity Company, in its sole discretion, may consider to be, or to pose a risk of being, illegal, unethical, or legally actionable.

Intellectual Property Ownership. Any and all inventions, discoveries, improvements, ideas, concepts, creative works and designs, whether or not in writing or reduced to practice, and whether or not they are patentable, including but not limited to processes, methods, formulas and techniques and knowhow, works of authorship, trade secrets, trademarks, mask works, copyrights and any other intellectual property conceived, created, developed, discovered or reduced to practice, or caused to be conceived, created, developed, discovered or reduced to practice, by Contractor, alone or in conjunction with others, pursuant to Contractor’s engagement by the Company, whether during or after business hours (collectively, “Intellectual Property”), shall be deemed to have been made or developed by Contractor solely for the benefit of the Company, shall be held in trust for the exclusive use and benefit of the Company, and shall be the sole and exclusive property of the Company. Contractor shall not, either during the term of Contractor’s engagement or after termination, use or disclose to any third party such Intellectual Property, except as expressly authorized by the Company in writing.

Contractor agrees to make prompt and full disclosure to the Company of all Intellectual Property. Contractor agrees to assign, and does hereby assign, to the Company all right, title, and interest in and to any such Intellectual Property, including without limitation, any “moral” rights which Contractor may have therein under any copyright law or other similar law, and further agrees, during the term of engagement and after termination, at any time at the Company’s request and expense, to review, execute, acknowledge, and deliver any and all papers necessary to secure legal protection for the Company therefore in any country in the world, including but not limited to applications for patents, trademarks, service marks, and copyrights, and to execute any oath or declaration and verify any document in connection with carrying out the terms of this Agreement.

If the Company is unable for any reason whatsoever to secure the signature of Contractor to any lawful and necessary documents required, including those necessary for the assignment of, application for, or prosecution of any United States or foreign applications for letters patent or copyright, Contractor hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as agent and attorney in fact, to act for and in Contractor’s behalf and stead to execute and file any such application and to do all other lawfully permitted acts to further the assignment, prosecution, and issuance of letters patent or copyright thereon with the same legal force and effect as if executed by Contractor. Contractor hereby waives and quitclaims to the Company any and all claims of any nature whatsoever which Contractor may now have or may hereafter have for infringement of any patent or copyright resulting from any such application.

Contractor agrees that any copyrights in work produced by Contractor during the term of its engagement by the Company which relates to past, present or foreseeable business, products, developments, technology or activities of the Company shall be considered as a “work for hire” and shall belong solely to the Company.

Trade Secrets. Contractor acknowledges and agrees that (a) the identities, key contact personnel, preferences, needs and circumstances of the Company’s Clients are trade secrets of the Company, (b) such secrets necessarily are and will be used in the solicitation of business from the Company’s Clients, and (c) the sale or unauthorized use or disclosure of these trade secrets that Contractor obtained during the course of the performance of Service for the Company would constitute unfair competition with the Company and a breach of this agreement. Accordingly, Contractor agrees that for a period of one year following termination of Contractor’s provision of Services for the Company, Contractor will not use Company’s trade secrets in any manner, including, but not limited to diverting or attempting to divert from the Company and business from any Client with whom Contractor personally had business contact during the course of the performance of Services.

Representations and Warranties. Contractor represents and warrants to Company as follows: Contractor has provided Company a true and complete copy of his or her state issued identification.  Such  identification  is  valid  and  in  full  force  and  effect. Contractor has provided Company with at least two, legitimate references for whom Contractor has provided services similar to the Services hereunder. Contractor has not been convicted of any misdemeanor or felony, or otherwise been the subject of any criminal sanction or penalty by any governmental entity. All information provided to Company about Contractor is true and correct in all respects. Contractor has available his or her own reliable transportation in order to travel to and from the location at which Services will be provided. Contractor is fluent in the English language. Contractor has a valid CPR certification.

Nature of Independent Contractor Status. Contractor is an independent contractor of Company. Company does not, and shall not be deemed to direct or control Contractor generally or in connection with Contractor’s provision of services to Clients under this agreement. Contractor acknowledges and agrees that Contractor’s services are nonexclusive, and that Contractor has the discretion to provide services and engage in other business or employment activities not governed by this agreement. The parties expressly agree that: (a) this agreement is not an employment agreement, nor does it create an employment relationship, between Company and Contractor, and (b) Contractor is not a partner, joint venturer, agent, or employee of the Company. Contractor shall not act or attempt to act or represent itself, directly or by implication, as a partner, joint venturer, agent or employee of the Company. Neither Contractor nor any of its employees shall have any authority to enter into contracts, make commitments or otherwise bind the Company to any obligations without the Company’s prior written consent. Contractor shall have full and sole responsibility for the payment of all federal, state and local taxes accruing from the provision of Services hereunder by Contractor or its employees, including contributions that are required pursuant to unemployment insurance, social security, income taxes, and workers’ compensation statutes. Neither Contractor nor its employees shall have any claim against the Company by reason of the Services performed under this Agreement for any social security, disability, unemployment, vacation, sick leave, insurance, retirement or any other employment benefits of any kind. Neither Party shall have power or authority to obligate or bind the other in any manner whatsoever, except as specifically provided herein.

Limitation of Liability. Contractor shall have the sole responsibility for any obligations or liabilities to Clients or third parties that arise from provision of Contractor’s services. Contractor acknowledges and agrees that Contractor is solely responsible for taking such precautions as may be reasonable and proper regarding any acts or omissions of a Client or third party. Contractor acknowledges and agrees that Company may release Contractor’s contact and/or insurance information to a Client or third party upon such Client’s or third party’s reasonable request. Company shall have no liability whatsoever to Contractor for any special, indirect, incidental, or consequential damages of Company arising in connection with this Agreement or for any error, act, or omission of Contractor in connection with the Services to be rendered by Contractor under this Agreement, unless any such error, act, or omission derives from the willful misconduct or gross negligence of Company.

Indemnification. Contractor hereby agrees to hold harmless and indemnify Company, its members, directors, officers, employees, and agents from and against any and all claims, losses, fees, awards, expenses, demands, or costs (including reasonable attorneys’ fees) incurred by Company, its members, directors, officers, employees, and agents arising out of: (i) this Agreement; (ii) information, materials, and or content submitted, posted, or transmitted through the Application by or on behalf of Contractor; and, (iii) any dispute arising between Contractor and Clients, or Client and Company with respect to Contractor’s performance of Services.

General Provisions; Binding Nature of Agreement; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, personal representatives, successors, and assigns; provided that because the obligations of Contractor hereunder involve the performance of personal Services, such obligations shall not be delegated by Contractor. For purposes of this Agreement, successors and assigns shall include, without limitation, any individual, corporation, trust, partnership, limited liability company, or other entity that acquires a majority of the equity interests or assets of Company by sale, merger, consolidation, liquidation, or other form of transfer. Without limiting the foregoing, unless the context otherwise requires, the term “Company” includes all subsidiaries of Company.

Entire Agreement; Amendments. This Agreement contains the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, inducements, and conditions, express or implied, oral or written, of any nature whatsoever, with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing signed by the Parties.

Controlling Law. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed by and construed, interpreted, and enforced in accordance with the laws of the State of California, notwithstanding any conflicts of laws provisions to the contrary.

Jurisdiction. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against either of the Parties in the courts of the State of California, or, if it has or can acquire jurisdiction, in the United States District Court for the Central District of California, and each Party hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein.

Section Headings; Construction; Gender. The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “Section” or “Sections” refer to the corresponding Section or Sections of this Agreement unless otherwise specified. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms. All words used in this Agreement will be construed to be of such gender or number as the circumstances require.

Indulgences, Not Waivers. Neither the failure nor any delay on the part of Company to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any other right, remedy, power, or privilege, nor shall any waiver of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power, or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the Party asserted to have granted such waiver.

Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

Notices. All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when: (i) delivered by hand (with written confirmation of receipt); (ii) sent by facsimile (with written confirmation of receipt), provided that a copy is mailed by certified mail, return receipt requested; or (iii) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as the Parties may designate by notice):

YOU HAVE READ THIS AGREEMENT FOR WAIVER, RELEASE OF LIABILITY, AND COVENANT NOT TO SUE. ADDITIONALLY, YOU UNDERSTAND THAT, BY SIGNING THIS AGREEMENT, YOU ARE GIVING UP LEGAL RIGHTS AND/OR REMEDIES THAT MAY OTHERWISE BE AVAILABLE TO YOU, YOUR SPOUSE, CHILD, FAMILY, ESTATE, HEIRS, ASSIGNS, AND ANYONE WHO MIGHT ASSERT A CLAIM ON YOUR OR ANY OF THEIR BEHALF OR ON THE BEHALF OF YOU OR ANY OF YOUR DEPENDENTS. YOU REPRESENT THAT YOU HAVE SIGNED THIS DOCUMENT FREELY, AND HAVE NOT RELIED ON ANY REPRESENTATIONS, STATEMENTS, OR INDUCEMENTS APART FROM THE WRITTEN CONTENTS OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT YOU HAVE BEEN AFFORDED ADEQUATE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL REGARDING THIS AGREEMENT. 

This document contains the entire understanding of the parties and there are no oral agreements, understanding or representations relied upon by the parties. The Contractor and Helpr have read, understand, and agree to all of the foregoing provisions of this agreement and acknowledge that adequate opportunity has been given for legal counsel to review the provisions contained herein. 

If you have any questions about this agreement, contact us at [email protected].