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Consultant Agreement

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0% found this document useful (0 votes)
30 views5 pages

Consultant Agreement

Uploaded by

crunkl115
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
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September 4, 2024

Chase Sheilds
Euless, Texas

CONSULTING SERVICES AGREEMENT


iOPEX Technologies Inc (the “Company”) and Chase Shields (the “Contractor”) enter into this consulting
services agreement (the “Agreement”) effective September 6th , 2024 (the “Effective Date”). All
references hereafter to “Party” shall refer to Contractor and/or Company individually, and all references
to the “Parties” shall refer collectively to Contractor and Company.
The Parties agree as follows:
1. The Contractor will be engaged as an “Level Home-US-Product Support Specialist”.
2. Compensation for Services. For the period of this Agreement, the Company will pay the Contractor
at a base rate of US$17.00 per hour on a semi-monthly basis. The contractor will work as per the
required schedules and as communicated by the reporting manager. The standard work hours are 8
hours per day, 40 hours per week.
3. Professional Conduct. Contract will conduct themselves in a professional manner at all times in
performing Services, representing Client’s products and company positively at all times.
4. Term. . This Agreement shall commence as of the date first written above and shall be for a period
starting September 6th, 2024, and ending September 6th , 2025, and maybe extended on mutually
agreed terms, unless terminated earlier per the terms of clause 18.
5. Right to Perform Services. Contractor represents that there are no other agreements, relationships,
or commitments to any other person or entity that conflict with Contractor’s right to execute this
Agreement or to perform Services hereunder. Contractor further agrees that Contractor will at all
times in performing Services under this Agreement comply with all applicable laws and licensing
requirements and will perform such Services in a manner that does not violate any contractual
obligations Contractor owes to any other person or entity.
6. Independent Contractor Status. The Parties intend to establish through this Agreement and to
thereafter maintain at all times during which Contractor performs Services pursuant to this
Agreement an independent contractor relationship. The Parties do not intend to create a
relationship in which Contractor, or any employee or agent of Contractor, qualifies as an employee,
agent, joint venture or partner of the Company. Nothing in this Agreement shall be interpreted or
construed as creating or establishing the relationship of employer and employee between the
Company and Contractor or any employee or agent of Contractor or for any other purpose. Neither
Contractor nor any employee or agent of Contractor will participate in any benefits provided by the
Company, including but not limited to pension plans, bonus, or similar benefits that the Company
may provide its employees. The Contractor shall retain the right to contract to provide services for
others during the terms of this Agreement. As the Parties intend to create and maintain an
independent contractor relationship through this Agreement, Contractor shall promptly notify the
Company in accordance with Paragraph 19, below, if for any reason Contractor cannot perform the
Services independently and without unreasonable restriction, limitation, direction or supervision by
the Company or any employee or agent of the Company with such restriction, limitation or
supervision affecting Contractor’s ability to determine the methods, details, or means of performing
the Services, or otherwise restricting Contractor’s ability to determine the time during which he/she
performs such Services or the location in which he/she performs the Services.
7. Compensation and Payment The Contractor shall be compensated on a semi-monthly basis.
Timesheet will have to be pre approved for time worked.
8. Expenses. The Company shall not reimburse Contractor for any expenses incurred by Contractor in
connection with the performance of Services under this Agreement unless agreed to in a writing
signed by an authorized representative of the Company in advance of such expenditure.
9. Tools, Equipment & Supplies. The Company will provide the Contractor with a configured computer
laptop for the sole purpose of performing work under this Agreement. The equipment provided by
the Company remains the property of the Company. Contractor is expected to abide by the
Company's handbook and rules of conduct in regards to company equipment. It is the responsibility
of the Contractor to provide adequate connectivity via the Internet to support performance of
services. Contractor is expected to have a space free from distractions to perform work.
10. Method of Performing Services. Contractor will be provided with guidelines for performing the
services, during the training period, which Contractor agrees to follow in performance of the
Service.
11. Time Devoted to Work. In performing the Services pursuant to this Agreement, Contractor shall be
provided with a work schedule that specifies the day and specified times to be worked. The
schedule will include designated break and lunch times. Contractor is expected to adhere to defined
shifts, logging in and be available during the specified time. Contractor is expected to exclusively
work for the Company during specified shifts.
12. Place of Work. The Contractor shall perform the Services required by this Agreement onsite at our
Dallas office.
13. Business Licenses, Permits, and Certificates. Contractor represents and warrants that Contractor
will comply with all federal, state, and local laws requiring drivers and other licenses, business
permits, and certificates required to carry out the services to be performed under this Agreement.
14. Insurance. Contractor acknowledges that as an independent contractor and not an employee of the
Company, the Company will not maintain any workers’ compensation coverage for Contractor, or
any person Contractor employs or retains to assist in the provision of Services under this
Agreement.
15. State and Federal Taxes. Because this Agreement establishes an independent contractor
relationship between the Company and Contractor, the Company will not withhold from any
amounts payable to Contractor under this Agreement any state or federal taxes or other
withholdings applicable to payment of wages to an employee. Contractor will at all times have full
and sole responsibility for ensuring compliance with all federal, state, and local tax laws. For
clarification:
a) The Company will not withhold FICA (Social Security) from Contractor’s payments;
b) The Company will not make state or federal unemployment insurance contributions on
Contractor’s behalf;
c) The Company will not withhold state or federal income tax from payment to Contractor;
d) The Company will not make disability insurance contributions on behalf of Contractor;
e) The Company will not obtain workers’ compensation insurance on behalf of the Contractor.
16. Indemnification. Contractor shall indemnify, defend and hold harmless the Company against:
(a) any and all liability incurred by the Company arising out of the Contractor’s performance of
Services under this Agreement or the performance of Services by any employee or agent of
Contractor; (b) any and all liability incurred by the Company as a result of any breach of any term of
this Agreement by Contractor; and (c) any and all costs and expenses, including reasonable legal
expenses, incurred by or on behalf of Company in connection with the defense of such claims.
17. Additional Agreements Governing Consultancy. Concurrently with Contractor’s execution of this
Agreement, Contractor shall execute the Company’s Confidential & Proprietary Information
Agreement and shall return the original signed agreement to the Company along with this signed
Agreement.
18. Termination of Agreement.
a) Upon termination of this agreement for any reason, the Contractor is expected to return all
Company property including Company assigned laptop and any other materials regarding this
engagement.
b) This Agreement will terminate upon the occurrence of any of the following events:
● Death or disability of Contractor (“Disability” means any mental or physical incapacity of
Contractor that prevents Contractor from performing the duties specified in this Agreement for
thirty (30) days, whether or not consecutive, out of the term of this Agreement);
● Theft, fraud embezzlement, dishonesty or other similar behavior by Contractor r; or
● Any habitual neglect of duty of Contractor in discharging any of his/her duties under this
Agreement; or
● Failure of Contractor to perform duties to standards set forth by Company, or
● Failure to meet minimal job criteria including passing the requisite training assessments to
perform duties
c) Either Party may terminate the Agreement with or without any reason by delivering notice to
the other party in writing.
19. Notices. Any notice, demand, request, consent, approval, or other communication that either Party
desires or must provide to the other Party or to any other person shall be delivered via email, or in
writing and either served personally or sent by a responsible overnight courier (e.g., Federal
Express) or by prepaid, certified first-class U.S. mail, return receipt requested. A Party shall send
such notice as follows:
a) Notice to Contractor: Name, address, phone#, email
b) Notice to Company: iOPEX Technologies Inc,7301 N. State Highway 161, Irving Texas 75039
20. Assignment. This Agreement shall be assignable to, and shall insure to the benefit of, the
Company’s successors and assigns, including, without limitation, successors through merger, name
change, consolidation, or sale of a majority of the Company’s stock or assets. The Contractor may
not assign this Agreement to any person or entity.
21. No Waiver. No waiver by either Party of any breach or default of any of the covenants or
agreements herein contained shall qualify as or effect a waiver as to any subsequent or similar
breach or default unless in writing, signed by the Party or Parties against whom enforcement of the
waiver is sought.
22. Arbitration. Except as otherwise prohibited by law, the Parties agree that they will resolve any and
all disputes arising out of their relationship, the Company’s retention of Contractor, or this
Agreement through binding arbitration pursuant to the Federal Arbitration Act (“FAA”) and further
agree that the FAA shall govern and apply to this arbitration provision with full force and effect.
Without limiting any provisions of the FAA, the Parties agree that Contractor or the Company may
move or petition for an order compelling arbitration in state court pursuant to the provisions of that
state’s laws governing such motions or petitions. Contractor agrees that he/she may pursue claims
in arbitration only on an individual basis and, to the maximum extent permitted by law, expressly
waives any right to bring on behalf of persons other than his/her own behalf, or to otherwise
participate with other persons in, any class or collective action. Any arbitration will proceed before
JAMS pursuant to its comprehensive arbitration rules & procedures then in effect and will take place
in Dallas,Texas. The Parties to any arbitration shall each pay an equal share of the costs and
expenses of arbitration and each Party shall separately pay for his/hers/its respective legal fees and
expenses. The Parties agree that the Arbitrator shall have the power to decide any motions brought
by either Party, including motions for summary judgment and/or partial summary judgment
applying the standards set forth under the Federal Rules of Civil Procedure. The Parties agree that
the Arbitrator shall issue a written decision on the merits. The Parties also agree that the Arbitrator
shall have the authority to award any remedies available under applicable law and that the
Arbitrator may award reasonable attorneys’ fees and costs to the prevailing Party. The Arbitrator
may grant injunctions and other relief in such disputes. The Arbitrator’s decision shall be final,
conclusive and binding on the Parties to the arbitration. The Parties agree that the prevailing party
in any arbitration shall be entitled to injunctive relief in any court of competent jurisdiction to
enforce the arbitration award.
23. Prevailing Party’s Fees. In any dispute between the Parties resulting in arbitration or litigation, the
Party substantially prevailing shall recover from the other Party all reasonable fees, costs and
expenses including, without limitation, attorneys’ fees, arbitrator costs, filing fees, and other
costs/expenses. Any award, judgment or order entered in such action shall specifically provide for
the recovery of attorneys’ fees and costs incurred in enforcing such award or judgment and an
award of prejudgment interest from the date of the breach at the maximum rate allowed by law.
The term “prevailing Party” shall mean the Party determined in the proceeding to have prevailed or
who prevails by dismissal, demurrer, default, judgment or otherwise.
24. Entire Agreement. This Agreement and the agreement(s) specifically identified in Paragraph 15,
above, comprise the entire agreement between the Company and Contractor. The Parties may not
modify, alter, or amend the Agreement in any manner other than in a written agreement signed by
both Parties. This Agreement supersedes and replaces all communication, discussions,
representations and agreements made by the Parties prior to execution of this Agreement. Each
Party has had this Agreement reviewed by independent legal counsel and the Parties agree that
neither Party shall qualify as the drafting party for the purpose of construing the Agreement or any
provision in the Agreement against the drafting party for purposes of contract interpretation or for
any other purpose.
25. Duplicate Counterparts; Electronic Signatures. The Parties may execute this Agreement by
electronic signature n) and they may execute it in duplicate counterparts, each of which shall qualify
as an original; provided, however, such counterparts shall together constitute only one instrument.
A counterpart delivered by facsimile transmission or PDF shall constitute an original counterpart.
26. Severability. The provisions of this Agreement are severable, and if any one or more provisions may
be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining
provisions or parts thereof shall nevertheless be binding and enforceable. If any provision of this
Agreement is deemed unenforceable, the Company and Contractor agree that an arbitrator or a
court of competent jurisdiction shall reform such provision to the extent necessary to render it
enforceable to the maximum extent permitted by law.
27. Choice of Law. The laws of the State of Texas shall govern this Agreement, without regard to
conflict of law principles. The parties hereby execute this Agreement by their signatures below. The
Contractor acknowledges that he/she has read and understands this Agreement in its entirety.

Dated: ______________________ Contractor


Signature: ________________________
Contractor name
(print):______________________

Dated: September 4 2024 iOPEX Technologies Inc.


By:

Shivashankar Ramani
Title - CEO

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