Independent Contractor Agreement

- PowderPro -

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE SIGNING THAT YOU ACCEPT TO BE REPRESENTED BY THE POWDER COMPANY INC. OR ITS AFFILIATES (COLLECTIVELY "COMPANY," "WE," OR "US").

1. 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 that the Company offers to clients in their home, office and/or hotel as set forth herein, and the Contractor hereby accepts such engagement. 
   

2. 2.License & Certification. The Contractor will be qualified and have a valid license or certification, if required in the state in which you do business. (Copies will need to be provided for our records).
   

3. 3.Products & Supplies.  The Contractor is responsible for purchasing all required products and supplies required to complete all services at the client’s desired location for which he/she has been contracted to provide.  This includes, but is not limited to, cosmetics and brushes, massage tables and oils, skincare lotions and steamer, portable nail stations, and hair stylist tools.  The Company reserves the right to dictate which products can and/or cannot be used by Contractors when performing services booked through the Company, as well as establish guidelines and requirements for the use of any products and supplies.
   

4. 4.Insurance. It is highly recommended that the contractor  carry liability insurance relative to any service that [he or she] performs for the Company.  The contractor agrees that the Company is not liable for any legal action taken against the contractor by any client with regards to services performed by the contractor.
   

5. 5.Term.  This engagement shall commence upon execution of this Agreement. It is hereby agreed that this association between the Company and the Contractor is “At Will”.  “At Will” means that neither the Company nor the Contractor is under any obligation for independent contracting work to continue for any set duration of time and may be terminated at any time at either party’s discretion.  However, both parties look forward to a long and highly productive, enjoyable relationship.
   

6. 6.Compensation. The Contractor will be paid by the Company a 50% commission on services performed.  Paychecks will be issued bi-weekly.  Direct deposit will be made available.  This of course does not apply if the Contractor has not worked within that period.
   

7. 7.Expenses. During the term of this Agreement, the Contractor is solely responsible for all out-of-pocket expenses which are incurred in connection with the performance of the duties hereunder. In addition, expenses for the time spent by Contractor in traveling to and from Company facilities shall not be reimbursable.
   

8. 8.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.
   

9. 9.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.
   

10. 10.Non-Compete Agreement. During the course of the Contractor's service and association with the Company, the Contractor will have direct relationships with the Company's clients. Therefore, the Contractor hereby unconditionally agrees that he/she will not, during the course of his/her association with the Company, and for a period of eighteen (18) consecutive months following termination of contracting and/or association with the Company, the Contractor agrees not to contact the Company’s past or present clients for business, either independently or as a contractor nor will the Contractor work indirectly for or with the Company's clients. In the event the Contractor were to violate terms of this Agreement, the Contractor acknowledges that he/she will be subject to significant and severe monetary penalties, including punitive damages and all the Company legal costs involved in pursuing damages.
    

11. 11.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.
    

12. 12.Merger. This Agreement shall not be terminated by the merger or consolidation of the Company into or with any other entity.
    

13. 13.Termination. The Company may terminate this Agreement at any time. 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.
    

14. 14.Independent Contractor. This Agreement shall not render the Contractor an employee, partner, agent of, or joint venturer 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.
    

15. 15.Choice of Law. The laws of the state of Florida shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.
    

16. 16.Arbitration. Any controversies arising out of the terms of this Agreement or its interpretation shall be settled in arbitration in accordance with the rules of the American Arbitration Association, and the judgment upon award may be entered in any court having jurisdiction thereof.
    

17. 17.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.
    

18. 18.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.
    

The parties hereto agree that electronic signatures shall be as effective as if originals.