WEB & INTERNET SERVICES SUBCONTRACTOR AGREEMENT
THIS AGREEMENT ("Agreement") is entered into on February 29, 2024 , between Seeger Consulting Inc. ("Consultant"), with its principal place of business located at #151, 305 4625 Varsity Dr. NW, Calgary, Alberta, T3A0Z9 and D.B.A. (Doing Business As) and shall be effective as of February 29, 2024 (the "Effective Date").
WHEREAS, Consultant is engaged in the business of providing technical consulting services,
WHEREAS, Subcontractor is capable of performing certain technical consulting services on behalf of Consultant.
NOW, THEREFORE, Consultant and Subcontractor agree as follows:
Subcontractor will perform the services described in "Statement of Work" or the "Work" in accordance with the completion times set forth therein.
STATEMENT OF WORK
This Statement of Work accompanies an Agreement that has been executed by the parties. All statements of fact contained in this Statement of Work are subject to the terms and conditions set forth in such Agreement. The terms and conditions set forth in the Agreement control in the event of any inconsistency between such terms and conditions and the matters set forth in this Statement of Work.
A Project BackgroundSeeger Consulting has an existing client base that includes various levels of Marketing, eCommerce, Virtual Assistance, website creation and maintenance as well as other administrative support. It is a requirement that these relationship remain functional at all times, and as a result of any work performed by sub-contractors should reflect positively on Seeger Consulting. Subcontractors shall work under the direction of Seeger Consulting representatives at all times, and in no way make contact with clients directly, or provide contact details in any way to a contact (Including but not limited to user logins, email accounts used and any other identifiable means).
The work preformed shall be in the areas of
All work to be performed on the site requires details defined before undertaking
All SOP documentation must be submitted via email each week (For first time projects only.) to ensure that any questions that arise are dealt with quickly.
C Key Tasks and MilestonesThe key tasks will be defined each month and milestones will be generated from the project management time frames. All activities will be measured against the deadlines and success in reaching those deadlines versus the time estimated and time to complete projects. Further measurement will be based on the cost/payout: being the cost of the worker month by month compared to the actual costs billed to actual clients for that work month by month.
D Price and Payment
Subcontractor is being hired on a fixed rate per hour or as a separately quoted project basis.
E InvoicesAn estimated number of hours must be agreed upon in advance of any project. Invoices must be provided for all payments.
F Project Organization and Personnel RequirementsAll of the sites accessed by the Subcontractor will be accessible by password only and as such the Subcontractor must ensure that NO changes are made to the passwords that could limit the access of the Consultant at any time.
G Supporting DocumentationPassword access will be supplied through LastPass an online password manager. Subcontractor must install this software on their equipment in order to receive the necessary access.
H Expenses and TaxesPrices quoted for services include all necessary items and Consultant will not be billed for any other expenses including but not limited to:
Consultant will pay Subcontractor for the Work on the terms and conditions set forth in Exhibit “A”
Unless terminated as provided herein, this Agreement will extend to and terminate upon completion of Subcontractor's Work as provided herein. Consultant may terminate this Agreement without cause and without notice. Because this agreement for services are prepaid, any and all unused portions of the clients prepaid hours must be completed as directed by the consultant after the notice of termination. Either party may terminate this agreement for material breach, provided, however, that the terminating party has given the other party at least five (5) days written notice of and the opportunity to cure the breach. Termination for breach will not preclude the terminating party from exercising any other remedies for breach.
All work or materials developed or provided by Subcontractor under this Agreement will be deemed to be "work made for hire" and owned exclusively by Consultant. To the extent that Subcontractor's Work is not properly characterized as "work made for hire," Subcontractor hereby irrevocably grants to Consultant all right, title and interest in and to Subcontractor's Work (including but not limited to the copyright therein), and any and all ideas and information embodied therein, in perpetuity and throughout the world.
Notwithstanding section 4 "Intellectual Property Ownership" above, Subcontractor has the exclusive rights in making any derivative similar works of Subcontractor's Work under this agreement, and any similarities between Subcontractor's Work under this agreement and future projects constitutes Subcontractor's methods and style and shall remain the right, title, interest and copyright of Subcontractor.
All information relating to Consultant and/or Client is confidential or proprietary, and will be held in confidence by Subcontractor. Subcontractor will not disclose or use the information except to the extent that such disclosure or use is reasonably necessary to the performance of Subcontractor's Work.
All information relating to Subcontractor that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Consultant and will not be disclosed or used by Consultant except to the extent that such disclosure or use is reasonably necessary to the performance of Consultant's duties and obligations under this Agreement.
These obligations of confidentiality will extend indefinitely after the termination of this agreement, but will not apply with respect to information that is independently developed by the parties, lawfully becomes a part of the public domain, or of which the parties gained knowledge or possession free of any confidentiality obligation.
Subcontractor agrees to cooperate with Consultant's reasonable requests with respect to the scheduling and performance of the Work, and will keep accurate records of its activities undertaken in performance of the Work. All work and time recording shall be completed inside a Project Management Tool provided by Consultant.
Subcontractor will update all projects and time logs with a written commentary of work completed and time spent thereupon every 7 days, and will also provide Consultant with such other reports that Consultant may reasonably request from time to time.
All projects and dates provided inside of the Project Management software are deemed to be acceptable unless Consultant receives written message inside that software - requesting a reasonable change to the project or timelines before the due date of the project.
Any project may have a limit of time paid for listed in the Project and both the Subcontractor and the Consultant should have writing commitments before any adjustments are made to this time expectations. This is particularly import for projects that have a set number of training hours paid for during a project.
As the employer of its own employees performing the Work, Subcontractor will maintain all necessary personnel and payroll records for its employees, calculate wages, withhold or pay applicable federal, state and local taxes or other amounts required to be paid or withheld by law, and pay net wages and fringe benefits, if any, directly to its employees.
Subcontractor agrees that during the period of active engagement in a project and for a period of 6 months thereafter, Subcontractor will not knowingly, directly or indirectly, or in any capacity whatsoever, perform or solicit the performance of services which are similar to or competitive with services of the type performed or offered by Consultant to: (i) any client of Consultant or (ii) any current client prospect of Consultant for whom Subcontractor directly or indirectly assisted in the preparation or submission of a proposal made by Consultant to such client/prospect during the one-year period preceding Subcontractor's cessation of work.
Subcontractor further agrees that during said period Subcontractor will not, directly or indirectly, solicit or hire any employee of Consultant to work for any person, partnership or entity other than Consultant.
Subcontractor warrants that it has the knowledge, experience and skill to perform the Work, and that it will perform the Work according to the specifications described in this Agreement in a professional and workmanlike manner. Subcontractor warrants that the performance of Subcontractor's Work will not result in the infringement of any patent, copyright, trade secret, or other proprietary right of any third person.
9. Limitation of Liability and Indemnification
Neither party will be liable to the other for any acts or omissions, special, indirect or consequential damages incurred or suffered by the other arising as a result of or related to Subcontractor's Work, whether in contract, tort, or otherwise, even if the other has been advised of the possibility of such loss or damages. Subcontractor will indemnify and hold Consultant harmless against any claims incurred by Consultant arising out of or in conjunction with Subcontractor's breach of this Agreement, as well as all costs, expenses and attorneys' fees incurred therein.
The performance by Subcontractor of its duties and obligations under this Agreement will be that of an independent Consultant, and nothing in this Agreement will create or imply an agency relationship between Subcontractor and Consultant, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.
During the period of this agreement and for twelve (12) months thereafter, neither party will directly or indirectly solicit or offer employment to or hire any employee, former employee, Subcontractor, or former Subcontractor of the other. The terms "former employee" and "former Subcontractor" will include only those employees or Subcontractors of either party who were employed or utilized by that party on the Effective Date of this Agreement.
Neither party will assign this Agreement, in whole or in part, without the prior written consent of the other party. This Agreement will inure to the benefit of, and be binding upon the parties hereto, together with their respective legal representatives, successors, and assigns, as permitted herein.
Any dispute arising under this Agreement will be subject to binding arbitration by a single Arbitrator with the Canadian Arbitration Association, in accordance with its relevant industry rules, if any. The parties agree that this Agreement will be governed by and construed and interpreted in accordance with the laws of the Province of Alberta. The arbitration will be held in Alberta. The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction.
If any litigation or arbitration is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees and costs.
If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.
Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party's reasonable control.
The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.
This Agreement together with any attachments referred to herein constitute the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.
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Document Name: WEB & INTERNET SERVICES SUBCONTRACTOR AGREEMENT
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