INDEPENDENT CONTRACTOR AGREEMENT - Fetch! Pet Care

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. 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. ________________________________________ ________________________________________ Independent Contractor Signature Date Fetch! Representative Signature Date
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INDEPENDENT CONTRACTOR AGREEMENT - Fetch! Pet Care

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