INDEPENDENT CONTRACTOR AGREEMENT - Fetch! Pet Care

INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement (the "Agreement") is made and entered between
_____________________________, an independent contractor hereafter referred to as "Contractor", and
Fetch! Pet Care, hereafter referred to as "Company". In consideration of the covenants and conditions
hereinafter set forth, Company and Contractor agree as follows:
1. SERVICES
Contractor shall perform the following services for the Company (the "Work"):
Dog walking, pet sitting and home care within a specified geographic area. Contractor will be required to
regularly interface with the Company by phone, in person and/or by email for assignments and agrees to
respond to assignment requests from the Company in a timely manner. Similarly, Contractor agrees to
interface in a timely manner with the Company’s customers to perform initial in-home consultations, gain
pet and home access, and answer questions and complaints.
2. TERM
This Agreement shall commence on __________, 200_ and will continue in effect until such time as the
Company receives written notice indicating the Contractor’s intent to terminate his/her contracting
engagement. The Company may terminate the use of Contractor's services at any time without cause and
without further obligation to Contractor except for payment due for services prior to date of such
termination. Termination of this Agreement or termination of services shall not affect the provisions under
Sections 4-10, hereof, which shall survive any termination.
3. PAYMENT
As compensation for the Work performed under this Agreement, Company shall pay Contractor no less
than 50% gross of all assignments that are referred through Company and no less than 60% gross of all
assignments that are referred through Contractor. Contractor will only be paid for work that has been
scheduled and dispatched centrally through the Company. The Company shall pay Contractor on the first
day of the month for all assignments performed by Contractor in the previous month.
4. PROPERTY RIGHTS OF THE PARTIES
a. Contractor recognizes and acknowledges that the Company possesses certain confidential
information that constitutes a valuable, special, and unique asset. As used herein, the term
"confidential information" includes all information and materials belonging to, used by, or in the
possession of the Company relating to its products, processes, services, technology, inventions,
patents, ideas, contracts, financial information, developments, business strategies, pricing, current
and prospective customers, marketing plans, and trade secrets of every kind and character, but
shall not include (a) information that was already within the public domain at the time the
information is acquired by Contractor, or (b) information that subsequently becomes public
through no act or omission of the Contractor. Contractor agrees that all of the confidential
information is and shall continue to be the exclusive property of the Company, whether or not
prepared in whole or in part by Contractor and whether or not disclosed to or entrusted to
Contractor's custody. Contractor agrees that Contractor shall not, at any time following the
execution of this Agreement, use or disclose in any manner any confidential information of the
Company.

. All records of the accounts of customers of Company, of any nature, whether existing at the time
of this Agreement, procured through the efforts of Contractor, or learned by Contractor from any
other source during the term of this Agreement, and whether prepared by Contractor or otherwise,
shall be the exclusive property of Company.
c. All uniforms, equipment, books, notes, memoranda, writings, software, records and other items
provided to Contractor by Company in performing Contractor’s duties under this Agreement shall
be immediately returned to Company by Contractor on any termination of this Agreement,
whether or not any dispute exists between Company and Contractor at, regarding, and/or
following termination of this Agreement. Contractor will not retain any such materials.
d. Contractor agrees that the names and addresses of Company’s customers, contractors and
employees constitute trade secrets of Company and that the sale or unauthorized use or disclosure
of any of Company’s trade secrets obtained by Contractor during the term of this Agreement
constitutes unfair competition. Contractor agrees and promises not to engage in any unfair
competition with Company. For a period of twenty four (24) months immediately following the
termination of this Agreement, Contractor shall not directly or indirectly make known to any
person, firm or corporation the names or addresses of any of the customers, contractors or
employees of Company or any other information pertaining to them, or call on, solicit, take away,
or attempt to call on, solicit or take away any of the customers, contractors or employees of the
Company on whom Contractor called on or with whom Contractor became acquainted with, or the
names and addresses of which Contractor learned, saw, or became familiar or acquainted with,
during the term of this Agreement, either on behalf of contractor, or for any other person, firm or
corporation.
e. During the term of this Agreement, Contractor will have access to and become acquainted with
various trade secrets, processes, and compilations of information, records, and specifications, all
of which are owned by Company and regularly used in the operation of Company’s business. All
files, records, documents, drawings, specifications, equipment, and similar items relating to the
business of Company, whether they are prepared by Contractor or come into Contractor’s
possession in any other way and whether or not they contain or constitute trade secrets owned by
Company, are and shall remain the exclusive property of Company and shall not be removed from
the premises of Company under any circumstances whatsoever without the prior written consent
of Company.
f. Contractor shall not misuse, misappropriate, or disclose any of the trade secrets or materials of the
Company described herein, directly or indirectly, or use them in any way, either during their term
of this Agreement or at any time thereafter.
5. WARRANTIES
Contractor warrants that:
6. INDEMNITY
a. Contractor's agreement to perform the Work pursuant to this Agreement does not violate
any agreement or obligation between Contractor and a third party; and
b. The Work as delivered to the Company will not infringe any copyright, patent, trade
secret, or other proprietary right held by any third party; and
c. The services provided by Contractor shall be performed in a professional manner, and
shall be of a high grade, nature, and quality. The services shall be performed in a timely
manner and shall meet deadlines agreed between Contractor and the Company.
Contractor agrees to indemnify, defend, and hold the Company and its successors, officers, directors,
agents and employees harmless from any and all actions, causes of action, claims, demands, cost, liabilities,
expenses and damages (including attorneys' fees) that may occur while performing the Work described
herein or arising out of, or in connection with any breach of this Agreement by Contractor.
7. RELATIONSHIP OF PARTIES

Contractor is an independent contractor of the Company. Nothing in this Agreement shall be construed as
creating an employer-employee relationship, as a guarantee of future employment or engagement, or as a
limitation upon the Company' sole discretion to terminate this Agreement at any time without cause.
Contractor is not entitled to the rights or benefits possibly afforded to Company’s employees, including
disability or unemployment insurance, worker’s compensation, medical insurance, sick leave, or any other
employment benefit. Contractor further agrees to be responsible for all of Contractor's federal and state
taxes, withholding, social security, insurance, and other benefits. Contractor agrees to indemnify Company
for any claims, costs, losses, fees, penalties, interest or damages suffered by Company resulting from
Contractor’s failure to comply with this provision. Contractor shall provide the Company with satisfactory
proof of independent contractor status. Contractor authorizes Company to perform a background check on
the Contractor to ensure their background history meets Company standards, and Company has right to
refuse Contractor employment if Company is dissatisfied with Contractor’s background check results.
8. BUSINESS EXPENSES
It is recognized and agreed that in connection with the services to be performed for Company, Contractor
may be obligated to expend money for travel or other business expenses, including telephone and
automobile expenses. Contractor shall be solely liable and responsible for payment of same, and shall
indemnify and hold Company harmless from claims made by any entity for payment for such expenses
incurred.
9. OTHER ACTIVITIES
Contractor is free to engage in other independent contracting activities, provided that Contractor does not
engage in any such activities which are inconsistent with or in conflict with any provisions hereof, or that
so occupy Contractor's attention as to interfere with the proper and efficient performance of Contractor's
services there under. If Contractor chooses to solicit new clients on their own and not refer them to Fetch!
as new customers, Contractor understands and agrees that they are not to make any reference to or
representation of Fetch! whatsoever in their marketing or promotion to Customer, not to use any Fetch!
marketing materials, and that Fetch! will not insure such Customers of Contractor, or said Contractor, in the
event of a claim. Contractor agrees not to induce or attempt to influence, directly or indirectly, any
employee or contractor at the Company to terminate his/her employment or relationship with the Company
and work for Contractor or any other person.
10. MISCELLANEOUS
a. Agreement to Arbitrate: It is understood that any dispute to this Agreement will be
determined by submission to arbitration as provided by California law, and not by a
lawsuit or resort to court process except as California law provides for judicial review of
arbitration proceedings. Both the Company and the Contractor, by entering into this
Agreement, are giving up their constitutional right to have any such dispute decided in a
court of law before a jury, and instead are accepting the use of arbitration.
b. Governing Law. This Agreement shall be governed by the laws of the State of California.
This document contains the entire Agreement between the parties concerning the subject matter hereof and
supersedes any prior representations, commitments, understanding, undertakings or agreements concerning
the subject matter hereof.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and date herein below
written.
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Independent Contractor Signature Date Fetch! Representative Signature Date