Independent Contractor Agreement (simple)

INDIVIDUAL INDEPENDENT CONTRACTOR AGREEMENT

1. Parties; Effective Date. This Independent Contractor Agreement (“Agreement”) is between Tandem Mobility, LLC, a Michigan limited liability company with offices at 3482 S Lyn Haven Dr. Grand Rapids MI 49512,, (the “Company”, “we” “us” or “our”), and , an individual with an address at (“Contractor” or “you”). This Agreement is effective on , 2020.

2. Background about Company. Tandem is a rapidly growing startup with a unique community focused approach to micromobility. Like our name implies we want to serve as trusted advisors to our partner cities, collaborating with them to ensure successful programs. We are teamed up with Movatic, a premium software platform that enables users to rent bikes, scooters, and other assets and allows cities and operators to seamlessly manage their micromobility systems.

3. Services; Deliverables; Fees.

   1. Company desires to retain Contractor as an “at-will” independent contractor. All Workproduct (as defined below) and other deliverables provided by Contractor to Company are referred to as the “Deliverables.” For each project under this Agreement (“Project”), Contractor and Company shall collaborate on a written statement of work (“SOW”) which shall contain a description of one or more of the following, as applicable: (i) the services to be provided by Contractor (“Services”); (ii) the amount and timing of fees and expenses to be paid by Company to Contractor for any Written Material, Service and/or Product (“Compensation”); and (iii) all information and materials to be provided by Company as necessary for Contractor to complete the Services.

   2. Contractor is an independent contractor and not an employee, agent, joint-venturer or partner of the Company. Contractor has no authority to create any obligations for the Company, is not entitled to any benefits of the Company’s employees, and is responsible for its own costs and legal responsibilities of doing business, including insurance, taxes, workers compensation, equal opportunity compliance, immigration requirements, and employment benefits.

4. Contractor’s Warranties. Contractor warrants that it shall comply with all federal, state and local laws, statutes, regulations and ordinances applicable to the performance of its obligations and the exercise of its rights under this Agreement. Contractor warrants that all Services shall be carried out in a diligent, prompt, and professional manner by individuals with the necessary knowledge, skill and training to provide such Services.

5. Limitation of Liability. Except as expressly provided herein, in no event shall either party be liable to the other party in connection with this Agreement and/or the Deliverables, regardless of the form of action or theory of recovery, for any: (a) indirect, special, exemplary, consequential, incidental or punitive damages, even if that party has been advised of the possibility of such damages; (b) lost profits, lost revenues, lost business expectancy, business interruption losses and/or benefit of the bargain damages; and/or (c) direct damages in an amount in excess of the amounts paid to Contractor under this Agreement during the twelve (12) month period immediately preceding the event giving rise to the claim. Notwithstanding the foregoing, the limitations set forth in this Section shall not apply to (i) Contractor’s indemnification obligations under this Agreement; (ii) either party’s breach of its confidentiality obligations under this Agreement; and/or (iii) either party’s infringement, misappropriation or violation of the other party’s intellectual property rights. Any claim arising out of this Agreement must be initiated within one (1) year of the date the party knew, or reasonably should have known, of the existence of such claim against the other party.

6. Enforcement of Agreement; Injunctive Relief; Attorneys’ Fees and Expenses. Contractor acknowledges that violation of this Agreement will cause immediate and irreparable damage to the Company, entitling it to injunctive relief. Contractor specifically consents to the issuance of temporary, preliminary, and permanent injunctive relief to enforce the terms of this Agreement. In addition to injunctive relief, the Company is entitled to all money damages available under the law. If Contractor violates this Agreement, in addition to all other remedies available to the Company at law, in equity, and under contract, Contractor agrees that it is obligated to pay all the Company’s costs of enforcement of this Agreement, including attorneys’ fees and expenses.

7. Statute of Limitations. Contractor agrees not to initiate any action or suit relating directly or indirectly to this Agreement or the termination of this Agreement more than one (1) year after the effective date of termination of this Agreement. Contractor expressly waives any other longer statute of limitations. However, Contractor agrees that any shorter statute(s) of limitations remain in effect.

8. Term. The Company and Contractor shall each have the right to terminate this Agreement at any time, for any or for no reason, upon delivery of thirty (30) days’ prior written notice to the other party.

9. Forum Selection; Consent to Jurisdiction and Venue. The parties agree that any litigation in relation to this Agreement and/or the Services shall be exclusively initiated and maintained in the Circuit Court of the County of Washtenaw, Michigan, or the U.S. District Court for the Eastern District of Michigan, Southern Division. The parties hereby irrevocably submit to the personal jurisdiction and venue in such courts. The parties agree that these courts are convenient forums for any such litigation.

10. General.

11. This Agreement contains the entire understanding of Contractor and the Company with respect to the subject matter of this Agreement. The Agreement cannot be modified except by written agreement between the parties or as amended by the Company as allowed by this Agreement. Contractor represents that it has not been given any oral or written promises relating to this Agreement that are not contained in this Agreement, including in any amendments, which are made a part of this Agreement.

12. This Agreement shall be construed in accordance with the laws of the State of Michigan (exclusive of its choice of law rules), and the U.S. copyright, trademark, and patent laws.

    1. Contractor may not assign this Agreement. This Agreement is binding upon its heirs and personal representative. This Agreement shall inure to the benefit and be binding upon the Company’s successors and assigns.

    2. The terms of this Agreement are deemed to be severable, with the effect that if any of the provisions of this Agreement shall be held to be invalid or enforceable by any court of competent jurisdiction, such provision shall be enforced to the fullest extent that it is valid and enforceable under applicable law, and all other provisions of this Agreement shall remain in full force and effect.

    3. All provisions of this Agreement, excluding those in Section 2 above, shall survive termination of this Agreement.

    4. Contractor acknowledges that it has had the opportunity to review this Agreement and to discuss it with legal counsel if it chooses.

    5. Contractor agrees that this Agreement is confidential and it will not disclose the terms and conditions of this Agreement to any Company employee or contractor or other third party, other than its attorney, accountant, and professional advisors, except as may be permitted by applicable law.

    6. Contractor acknowledges that this interim position is to provide the Company with outsourced expertise on a temporary basis.

THE PARTIES HAVE READ THE AGREEMENT,

UNDERSTAND ITS TERMS AND AGREE TO BE BOUND BY THEM.

AGREED AND ACCEPTED: