This agreement outlines the terms and conditions for independent contractors providing delivery services through Delenta's platform, covering compensation, responsibilities, and compliance.
This Independent Contractor Agreement (hereinafter referred to as the “Agreement”) is entered into as of ______ (the “Effective Date”) by and between Delenta LLC (hereinafter referred to as the “Company”) and _______ (hereinafter referred to as the “Contractor” both Company and Contractor shall hereinafter be referred to individually as the “Party” and collectively as the “Parties”).
WHEREAS the Company owns and operates a technology-based software (hereinafter referred to as the “Application”) and seeks to engage the Contractor for certain services related to the Application as detailed in this Agreement;
WHEREAS the Contractor acknowledges that it has the expertise and experience necessary to provide the services required by the Company and desires to provide such services as an independent contractor under the terms and conditions set forth herein;
In consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:
1. Independent Contractor Relationship
The Company and Contractor expressly agree and understand that they are creating an independent contractor relationship, and that neither Contractor nor any employee or subcontractor hired or engaged by Contractor while performing the Services shall be considered an employee of Company for any purposes whatsoever. During the term of the Agreement, Contractor will provide the Services to the Company as described herein. The Services to be provided by Contractor:
• (a) do not require supervision or control by the Company,
• (b) constitute work that is outside the usual course of the Company’s business; and
• (c) are of the same nature that Contractor provides as part of Contractor’s independently established trade, occupation, and/or business.
2. Compensation
As consideration for the Services to be provided by Contractor, Contractor will be compensated based on a per-route payment model. The payment calculation will be automatically generated by the Application. Before commencing a route, Contractor will be informed of and must accept the total amount they will receive for that specific route.
3. Contractor’s Professional Services
The Company provides the Application to the Contractor to provide Services to the Company’s clients. Contractor shall provide such Services as may from time to time be requested by the Company through the Application, and such Services include, but are not limited to:
• Pickup and delivery of medications from and to destinations specified and listed on the Application.
Contractor agrees to fulfill Contractor’s duties and obligations under the Agreement in a lawful manner and with care and diligence in the best interests of the Company and its clients.
4. Method of Provision of Services
The Company shall not have control or supervisory authority over the time and manner of Services provided by Contractor. Contractor is free from the control and direction of the Company in connection with the performance of the Services.
5. Independently Established Trade & Business Licenses
Contractor hereby warrants and represents that Contractor is and has been customarily engaged in an independently established trade, occupation, or business of the same nature as the work to be performed for the Company pursuant to the Agreement. Contractor further warrants and represents that Contractor is responsible for identifying and obtaining any required license (including a driver’s license), permit, or registration required to provide any P2P service that Contractor would provide using the Application.
6. Contractor Offers and Provides Services to Others
By signing the Agreement, Contractor acknowledges and affirms that Contractor is permitted to and in fact does routinely offer and provide the same Services provided to Company to other companies, entities, and/or individuals.
7. Expenses
Contractor is responsible for providing all tools or equipment necessary to provide the Services under this Agreement. Contractor shall also be responsible for Contractor’s own expenses as Contractor’s cost of doing business unless otherwise provided herein.
8. Workers’ Compensation Coverage
The Company will not obtain workers’ compensation insurance on behalf of Contractor or any employees that Contractor retains. Contractor hereby agrees to provide coverage under the California Workers’ Compensation Act for Contractor and any employees hired by Contractor.
9. Other Insurance Coverage
The Company will not provide any insurance coverage for the Contractor or to the Contractor’s employees or subcontractors. The Contractor represents and warrants that Contractor has or will obtain all necessary insurance coverage for any and all liabilities incurred by the Contractor.
10. No Benefits
Contractor acknowledges and agrees that Contractor and any employees of Contractor will not be eligible for any Company employee benefits nor will Contractor or any employee or subcontractor hired or engaged by Contractor receive any other compensation for the Services except as expressly provided for in the Agreement.
11. Tax Withholding; Indemnification
Contractor shall have full responsibility for applicable withholding taxes for all compensation paid to Contractor and its employees under the Agreement. Contractor agrees to indemnify, defend, and hold the Company harmless from any liability for or assessment of any claims or penalties with respect to such withholding taxes, labor, or putative employment requirements.
12. Trade Secrets and Confidential Information
Contractor agrees at all times during the term of or after termination of this Agreement to hold in strictest confidence and not to use, except for the benefit of the Company, any Trade Secret and/or Confidential Information of the Company that Contractor obtains or creates.
13. Information Not Included Within the Definition of Trade Secrets and/or Confidential Information
For avoidance of doubt, the Company’s Trade Secrets and Confidential Information do not include any information that:
• (1) is already in the public domain or becomes available to the public through no breach by Contractor of the Agreement;
• (2) was lawfully in the Contractor’s possession prior to disclosure to the Company;
• (3) is lawfully disclosed to Contractor by a third party without any obligations of confidentiality attaching to such disclosure; or
• (4) is developed by Contractor entirely on his/her own time without the Company’s equipment, supplies, or facilities, and does not relate at the time of conception to the Company’s business or actual or demonstrably anticipated research or development of the Company.
14. Property of the Company
Contractor acknowledges and agrees that all Trade Secrets and Confidential Information developed, created, or maintained by Contractor alone or with others while he/she provides Services to the Company shall remain at all times the sole property of the Company.
15. Covenant Not to Use, Publish, or Disclose the Company’s Trade Secrets and/or Confidential Information After Contractor Provides Services to the Company
Contractor acknowledges and agrees that by way of providing Services to the Company, the Parties have created a relationship of confidence and trust with respect to all of the Company’s Trade Secrets and Confidential Information. Therefore, at any time while Contractor provides Services to the Company or thereafter, Contractor agrees not to use, publish, or disclose any of the Company’s Trade Secrets and/or Confidential Information in any manner whatsoever.
16. Remedies
The Parties specifically acknowledge that the unauthorized disclosure of Confidential Information would result in irreparable harm for which there is no adequate remedy at law. Accordingly, the Parties agree that in the event of a breach of this Section by either Party (including the unauthorized disclosure, use, or threatened disclosure or use of Confidential Information), the other Party shall have the right to:
• (i) demand the immediate return of all Confidential Information,
• (ii) recover its actual damages incurred by reason of such breach, including without limitation its attorneys’ fees and costs of suit;
• (iii) seek and obtain injunctive relief; and
• (iv) pursue any other remedy available at law or in equity.
The provisions of this Section shall survive the termination of the Agreement.
17. Term and Termination
Either Party may terminate the Agreement at any time upon ten (10) days written notice, provided that such notice period may be shortened with the mutual written consent of the Parties. In the event of such a termination, Contractor shall be paid for any portion of the Services that have been performed to the Company’s satisfaction prior to the termination. The Company reserves the right to terminate the Services immediately in the event Contractor has breached any term or condition of the Agreement or fails to satisfactorily perform the Services to be provided.
18. Conflicts with the Agreement
Contractor represents and warrants that neither Contractor nor any of Contractor’s partners, employees, or agents is under any pre-existing obligation in conflict or in any way inconsistent with the provisions of the Agreement. Contractor represents and warrants that Contractor’s performance of all the terms of the Agreement will not breach any agreement to keep in confidence proprietary information acquired by Contractor in confidence or in trust prior to commencement of the Agreement.
