Independent Sales Provider Agreement-CIVIC
THIS INDEPENDENT SALES PROVIDER AGREEMENT (this “Agreement”) is by and between Civic Van Lines, Inc. (the “Company”) with address of 7423 Varna Ave, North Hollywood, CA 91605 and . (the "Provider").
WHEREAS, the Company and Provider are both engaged in different areas of the household goods and commercial moving industry; WHEREAS, the Company desires to engage the non-exclusive estimation and sales services of Provider, and to receive general sales services that Provider desires and has expertise in providing; NOW, THEREFORE, in consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Copies of this Agreement. This Agreement shall be executed either in duplicate or electronically, and both parties shall receive copies of the executed agreement.
Provider’s Obligations under the Contract. The Company shall provide the Provider with assignments (the “Assignments”) that require moving estimation services. Provider shall service these assignments by accurately assessing the customers’ needs and providing a detailed breakdown of those needs to the Company. Provider will use best efforts to secure the business under terms mutually agreed between Assignments and the Company.
Availability of Assignments. The Company makes no guarantees as to the number of Assignments that will be provided to the Provider. The amount of work, and therefore the number of Assignments, is directly dependent on the number of customers that are willing to pay for the Company’s, or its client’s, services. This is a non-exclusive relationship such that the Company may utilize other Providers to perform Assignments or hire employees to do same. The Company and Provider acknowledge that it is in their mutual best interest to provide enough assignments to maximize revenue, but not more assignments than either the Company or its clients or the Provider can service.
Compensation: The Company shall pay the Provider a draw against commissions of $ /month, in two direct ACH payments on the 1st and the 15th of the month equal to half of the draw. Commissions will be calculated at the end of each month according to the formulas below, and the difference between the Provider’s commissions and draw will be sent via ACH by the 5th of the following month. Provider agrees to discontinue providing service if there is any dispute about compensation due or paid under this agreement, and that the Company's maximum liability to Provider under any circumstance cannot ever exceed one payment period.
Commission calculations will be determined as follows:
For Local jobs sold with a binding price, the commission will be % of the estimate.
For Local jobs sold on an hourly basis, the commission will be % of the final labor charges.
For Long Distance binding price jobs, the commission will be % of the estimate.
Commissions will be calculated according to the structure above at the end of each month.
If a job is changed such that the final contract amount is below the estimate in the base of binding jobs, then the Provider’s commission rate will be based on the Final. Commissions become do and payable on the day the job begins and when payment is received. Cancelled jobs or jobs without payment will have no commission due from the Company to the Provider.
Working Guidelines. The Provider agrees that violation of the following may lead to the termination of this Agreement:
Equipment. The Company shall have no obligation to furnish the Provider with any equipment, infrastructure, tools, technologies, or physical space pursuant to this agreement. To the extent that the Company elects to assist in providing such assets to the Provider to assist in the execution of this agreement, the parties expressly understand that no company property shall become the property of the Provider, whether during the term of this agreement, or after its termination. If the Provider decides to use the Company's Virtual Estimatation Services, the Company may deduct the cost of such estimates from any commissions due at its disretion.
Term. This Agreement shall be for one year commencing on the commencement date herein and renew automatically unless terminated by either party prior to the end of the term. The termination policy is set forth below.
Termination. This Agreement may be terminated by:
Either party, in its sole discretion, with or without cause, at any time. If this agreement is terminated by either, the Provider shall not be required to return its draws, nor shall the company be obligated to pay unpaid commissions that may become due if the agreement were not terminated.
All Notices required under this Agreement shall be given by either party to the other shall be deemed to have been given upon the mailing of the notice in a sealed envelope by certified mail to the parties addresses as indicated on the last page of this Agreement. Notice may also be given by email, and deemed delivered and received, if the other party acknowledges receipt of notice.
Waiver. The failure of either party to enforce at any time any of the provisions of this Agreement, or to exercise any option which is herein provided or to require at any time performance by either party of any of the provisions hereof, shall in no way be construed as a waiver of such rights, nor shall it affect the validity of this Agreement or the rights of either party to enforce each and every provision.
Relationship. The Provider agrees to perform the Assignments herein solely as an independent contractor or vendor. The parties to this Agreement recognize that this Agreement does not create any actual or apparent agency, partnership, franchise, or relationship of employer and employee between the parties. The Provider is not authorized to enter or commit the Company to any agreements, and the Provider shall not represent itself as a legal representative of the Company.
Taxes. The Company shall not be liable for taxes, worker's compensation, unemployment insurance, employers' liability, employer's FICA, social security, withholding tax, or other taxes or withholding for or on behalf of the Provider or any other person consulted or employed by the Provider in performing the Moving Services under this Agreement. All such costs shall be the Provider's sole responsibility.
The following is also understood between the parties:
Provider shall control the style and content and way services are provided.
Provider represents that it has experience providing the services described in this agreement and that the compensation is commensurate with industry practices.
Provider may work from home or in a location of its choosing. Meetings between Company and Provider may be agreed upon, and pursuant to the equipment clause contained herein, Company may, but shall not be obligated to, offer the use of its equipment.
Provider may provide its own tools and resources to accomplish its Assignments.
Proprietary Information. Provider is forbidden from disclosing or making use of any of the Company’s proprietary information for public or private use outside of this Agreement. Proprietary information includes, but is not limited to, sensitive information that is owned by the Company and which gives the Company certain competitive advantages, such as the Company’s customer information which includes but is not limited to customer contact information, job pricing and customer moving trends (“Proprietary Information”). To the extent that Provider provides similar services described in this agreement to Companies or Clients, Provider may not service clients that compete with the clients served in this agreement and must immediately disclose any potential conflicts of interest of which it is aware.
Headings. The headings of sections in this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.
Counterparts. This Agreement may be executed in any number of counterparts and by the different Parties hereto on separate counterparts, each of which when so executed and delivered shall be an original but all of which shall together constitute the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement supersedes all other agreements, ordinances and/or resolutions dealing with terms and conditions of Provider’s relationship with the Company which are inconsistent with the terms of this Agreement.
Entire Agreement. This Agreement constitutes the entire agreement between the Parties. This Agreement supersedes any prior negotiations, agreements, or understandings. This Agreement may not be amended, except in a writing signed by both Parties which refers to this Agreement. This Agreement supersedes and replaces all prior or contemporaneous agreements, comments, or representations. This Agreement in no way makes Provider or its employees or agents an employee or agent of the Company regardless of past employment or prior agreements; Provider is an independent contractor or vendor and will remain so through the term of this Agreement.
Governing Law. This agreement will be governed by and constructed in accordance with the laws of the state of New York. The parties agree to waive their right to a jury trial. Regardless of the forum, neither party may recover punitive damages, damages for alleged pain and suffering nor shall either party be liable for consequential damages. Any conflicts between the parties must be taken to arbitration and or mediation before a trial. If the Company prevails in trial, Provider must pay for all the Company’s expenses incurred for its defense.
Severalability: In case any provision contained herein shall be deemed invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.
Handbook: Provider or Employee acknowledges receipt of the Company handbook.
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Signed by Shleppers Moving & Storage
Signed On: September 27, 2023
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Document Name: Independent Sales Provider Agreement-CIVIC
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