Independent contractor agreement

THIS AGREEMENT executed on the execution date below is by and between you (the “Contractor”) and Oilee LLC (the “Company”). It is an independent contractor’s agreement, and you agree to act as a “Technician” of the company. The role shall be performed as a contracting job according to the California Proposition 22 law.

Recitals

WHEREAS, the Company is in the business of scheduling simple auto care via mobile delivery to its customers and wishes to hire the contractor to provide and perform the duties stated herein this agreement on behalf of the company to its customers;

WHEREAS, the company is of the opinion that the contractor has the necessary abilities and skill to perform the duties under this agreement and to provide services in accordance with the terms and conditions of this Agreement;

WHEREAS, the contractor hereby warrants to have the necessary skills to perform the services herein this agreement and wishes to be engaged by Oilee LLC to provide such services to the customers of Oilee LLC (the “customers”) in accordance with the terms herein this agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the Company and Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

1)    Engagement

a)    Company hereby engages the contractor to act as a technician of the company (the “role”). The services provided by the contractor shall include but not limited to simple auto care, oil changes, tire rotations, fluids etc.

2)    Term

a)    The term of this Agreement (the “Term”) will begin on the date of this Agreement and only terminated in accordance with section 9 (a) of this agreement.

3)    Responsibilities of the Contractor

a)    As a technician of Oileemobile, the contractor will be provided with a prepaid debit card that must be used to purchase products from selected Auto Zones or other Mechanic stores. Once the product has been purchased and picked up, the contractor must then attempt to deliver the product to the customer in due time.

b)    The Contractor agrees to conduct services herein this agreement in all material respects in accordance with all applicable laws, statutes, and regulations (especially while driving and using the company’s app).

c)     The Contractor agrees to accomplish the operation and organization of the company’s missions by satisfactorily completing all instructed tasks as will be instructed by the company’s app.

d)    The Contractor understands that it must have access to the company’s app to receive jobs. While making a delivery, the app must be on at all times to track the contractor’s location and progress. Should the contractor experience any issue or problem with the app, the contractor must immediately notify the company’s help desk.

e)    To the extent applicable, the contractor shall procure sufficient insurance to cover general liability, personal injury, and property damage. Oilee Mobile shall not be held liable for any damage, injury, or loss suffered by the contractor while performing the services herein this agreement.

f)      The Contractor agrees to hold harmless and indemnify the company for any damage, death, refunds, loss, late delivery of service, inadequate service, and accidents caused by the contractor to customers (the “liability”). Any such liability that arises herein this agreement due to no fault but that of the contractor shall be the responsibility of the contractor.

4)    Payment

a)    As compensation for the services rendered herein this agreement, the Contractor shall receive between $15-20 per job completed except otherwise advised by the company’s app (the "Compensation").

b)    Payment will be made through the company’s Gusto Payment system where the contractor can select automatic payments. Alternatively, the contractor may request checks be sent to their house address as stated below.

c)     The contractor shall be responsible for paying and all income tax liabilities, social security cost, National Insurance, or similar contributions relating to the compensation paid herein this agreement and shall indemnify the Company in respect to such payment.

5)    INDEPENDENT CONTRACTOR

a)    In providing the services under this Agreement, it is expressly agreed that the contractor is acting as an independent contractor and not as an employee of the company. The parties agree that this agreement does not form a partnership or joint venture between them.

6)    NON-SOLICIT

During the term of this agreement, and for a period of one 48 months immediately thereafter, the contractor agrees not to solicit any of the Company’s client, employees, or other contractors of the company. The contractor shall not induce any of the company’s client, employees, or other contractors to terminate or breach any contractual or other relationship with the Company.

7)    NOTICES 

a)    Any notices required in the performance of this Agreement will be deemed completed when hand-delivered, or seven (7) days after being placed in the post, postage prepaid, to the Parties at the addresses contained in this Agreement or as the Parties may later designate in writing. Notices sent by email by any party to the other shall be deemed completed on receipt.

8)    CONFIDENTIAL INFORMATION (Privacy Policy)

a)    According to the California privacy laws, the Contractor agrees not to divulge or disclose, copy or permit the use of any confidential information which has come or may come, to the contractor’s knowledge during or in connection with this agreement about the company, its product, know-how, business plans, its clients, and other information which are reasonably expected to be confidential. Information shall only be divulged to existing employees/contractors of the company or as otherwise directed by the company in the course of the contractor's performance of services under this Agreement, and thereafter only with the written permission of the company. Upon termination of this Agreement or the request of the company, the contractor will return to the company all of the confidential information, and all copies or reproductions thereof, which are in the contractor's possession or control. The information must then be destroyed or deleted by the contractor from any device or place it has been stored.

b)    The Company agrees to keep confidential any information provided by the contractor to the company. Any such information shall only be divulged in the course of the contractor’s service (e.g., providing the name of the contractor to a customer before scheduled delivery) and in response to a subpoena by a court.

9)    TERMINATION

a)    Either party may terminate this Agreement as follows: (a) for any breach or non-performance of this Agreement by the other party which has not been cured within 10 days of the delivery of a written notice to the allegedly infringing party, specifying the cause of such breach and the nature of such breach; (b) At any time by providing 30 days’ prior written notice to the other party.

10) MUTUAL REPRESENTATIONS AND WARRANTIES. 

a)    Each party represents and warrants that it has the power and authority to enter into this Agreement, and the execution, delivery, and performance of its obligations under this agreement and other documents contemplated by the parties.

11) INDEMNIFICATION

a)    To the full extent permitted by applicable law, the contractor agrees to indemnify and hold harmless the Company against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees, and costs of any kind or amount whatsoever, which result from or arise out of any negligent act or omission of the contractor that occurs in connection with this Agreement or in delivering services to the client. This indemnification will survive the termination of this Agreement.

12) SEVERABILITY

a)    In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

13) DISPUTE RESOLUTION

a)    In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted by a qualified arbitrator from the American Arbitration Association (AAA) and such arbitrator shall have no authority to vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing laws of this agreement as well as the laws in the state of California, U.S.A. The party bringing a claim shall bear the cost of the arbitration. Claims necessitating arbitration under this section include, but are not limited to contract claims, tort claims, claims based on state law, and claims based on local laws, ordinances, statutes, or regulations.

14)  TITLES/HEADINGS

a)    Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

15)  GENDER

a)    Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

16)  GOVERNING LAW AND JURISDICTION

a)    The Agreement shall be governed by and construed in accordance with the laws and Courts in the State of California, U.S.A.

The Parties hereto, intending to be legal bound by the terms of this agreement execute this agreement on the execution date above.