Independent Contractor Agreement
This Agreement is made effective on May 14, 2018, by and between:
1. C.O.S.S. Pte Ltd, located in Singapore (Singapore), 129808 at 1 Clementi Loop #06-01, legally represented by Rune Evensen, CEO, from now on referred to as "Client", and
2. Maria Popova EMZ, located in Vlaardingen (Netherlands), 3134CG at Emmastraat 27A, from now on referred to as “Contractor”.
Client and Contractor are also collectively referred to as "Parties".
Whereas, Parties agree upon the following:
Client requests the Services of Contractor;
b. Contractor is able and willing to provide Services to Client;
c. Parties wish to establish an agreement with each other on the basis of Commission contract as referred to in article 7:400 e.v. BW in the Dutch Civil Code;
d. Parties expressly do not aim to enter into a contract of employment governed by private law within the meaning of article 7:610 e.v. BW in the Dutch Civil Code;
Parties have agreed upon the following in the written form:
1. Description of Services
1.1. Contractor shall provide the following general services: the creation of written content (e.g., documentation, website copy, press releases, articles, email newsletters, and so on), its management, distribution and marketing, editing, proofreading, optimization of social media channels; administrative services (virtual office upkeep).
1. 2. Contractor shall submit the written content to Client in the text format via electronic means of communication including email, cloud services or other software that may be required for this purposes.
2. Duration & Termination
2.1. This agreement is made effective on the date set forth above and shall continue until terminated as provided by either party.
2.2. This Agreement shall be active for an unspecified term on an "at will" basis.
2.3. If any of the Parties violates the terms of this Agreement, then the other party (the "Non-breaching party") may terminate this Agreement. Such termination will be effective immediately upon delivery of written notice of termination by the Non-breaching party.
2.4. Either party may terminate this Agreement at any time. Such termination will become effective upon thirty (30) days written notice.
3. Contractor's Obligations
3.1. Contractor is obliged to carry out the Services professionally and conscientiously in compliance with the rules of professional conduct.
3.2. Contractor works in her discretion and without supervision or direction of the Client.
3.3. Contractor determines the manner in which the assignment will be carried out.
3.4. Contractor agrees to perform faithfully, industriously, and to the best of her ability, experience, and talents, to meet the requirements of Client.
3.5. Contractor will responsibly and timely follow the instructions related to the subject of the assignment, the number of words, the choice of spelling, terminology, the arrangement of notes, delivery of manuscript, deadlines, format and amount of the contribution, and other statements as specified by Description of Services or by Client in writing.
3.6. Contractor should do the work well and duly to meet the applicable standards and guidelines of the industry such as spelling and style.
3.7. Insurance against the risk of loss of income, illness or disability is the responsibility of the Contractor.
4. Client's Obligations
4.1. The Client is obliged to provide the Contractor in due time with all the information necessary for the proper performance of the assignment in writing.
4.2. The Client is responsible for the correctness, completeness, and reliability of the information provided to the Contractor, even if they originate from third parties.
4.3. Data provided by the Client should be correct and complete.
4.4. The Client is obliged to inform the Contractor of any information that is necessary or useful
for the implementation of the Services.
4.5. Client is obliged to provide Contractor with any specific instructions for each assignment, confirmed separately by email or other means of online communication when necessary.
4.6. Client expressly agrees that Contractor will also work for other clients.
5. Compensation & Payment Terms
5.1. Contractor will charge Client a fee of 30 EUR per hour payable at time of invoicing, on a monthly basis.
5.2. Contractor will invoice Client on every 1st day of each month starting from June 1, 2018. 5.3. The amount of compensation fee will be discussed if and when the nature of the Contractor's work and duties change.
5.4. Client agrees to pay the Contractor a flat fee of 3000 EUR monthly as total compensation for contributing 100 hours monthly (or 25 hours weekly).
5.5. Payment shall be made due in full upon receipt of invoice.
5.6. Payment details will be provided in the invoice.
5.7. The invoice will include a review of the executed tasks, expenses, administration costs and any additional costs that may occur.
6. Confidentiality
6.1. Contractor recognizes the importance of protecting Client's intellectual property, trade secrets, and business knowledge.
6.2. Contractor agrees not to disclose any confidential information or trade secrets of Client considering all information that has been or will be received by Contractor from Client about its business to be strictly confidential.
7. Intellectual Property
7.1. Contractor expressly acknowledges that the Parties have agreed that all copyrightable items of completed work under this Agreement shall be owned by Client exclusively.
7.2. Client shall have the sole and exclusive right to utilize all electronic rights including without limitation the right to use or adapt the completed project, or its part, as a basis for photo, video, audio, digital, or any other form or method of copying, recording, or transmission by means of any media.
7.3. Contractor acknowledges and agrees that all written materials produced by Contractor, including but not limited to memoranda, research notes, correspondence, emails, and reports in the course of her work for Client are the property of Client.
8. Independent Contractor Status
8.1. Parties expressly agree and acknowledge that the relationship created by this Agreement is one of Independent Contractor.
8.2. Client is not the employer of Contractor, is not, and will not be treated as such.
8.3. This agreement does not represent a private-law contract of employment.
8.4. Under this Agreement, Contractor will not be entitled to any of the benefits that Client may make available to its employees, including but not limited to public health insurance, retirement benefits, paid vacation, holidays, sick leave, or workers' compensation insurance.
8.5. Contractor may perform the services required by this Agreement at any place or location and at such times as Contractor shall determine.
8.6. Client will make no tax withholdings or deductions from any of the payments due to Contractor under this Agreement.
8.7. Contractor shall be solely responsible for the reporting, deposit, and payment of any and all federal, state, and local taxes, including but not limited to income taxes, turnover taxes, insurance taxes and unemployment taxes incidental to the performance of, or payment under this Agreement.
9. Governing Law
9.1. Dutch Law governs this Agreement.
9.2. All disputes if any arising from it should be reported to and resolved by the competent court in the Netherlands.
9.3. The Agreement signed by the Contractor and the Client is deemed to reflect the agreement wholly and correctly.
Agreed and drawn up in duplicate and signed
in Vlaardingen on 14-05-2018
Client: C.O.S.S. Pte Ltd
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By : Rune Evensen
Title : CEO
Contractor: Maria Popova EMZ
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By : Maria Popova