THIS MASTER SERVICES AGREEMENT (this “Agreement”) is between 714WEB, and
an independent contractor (“Contractor”). 714WEB and Contractor are referred to in this Agreement as Parties or Party.
1. Services. Contractor agrees to provide the professional and technical services (the “Services”) described in one or more Statements of Work executed by the Parties pursuant to this Agreement (each a “Statement of Work”). The terms and conditions of this Agreement shall be incorporated by reference into each Statement of Work, and each Statement of Work is incorporated by reference into this Agreement. In the event of a conflict between the terms of this Agreement and any Statement of Work, the term of the Statement of Work shall control. The work completed pursuant to a Statement of Work, the “Work” and any work product delivered pursuant to a Statement of Work, “Work Product.” A Statement of Work may be modified and amended from time to time by the Parties to reflect changes or additions to the work provided by the Contractor under this Agreement.
a. Term. The Agreement starts on 09/29/2022 (the “Commencement Date”) and, unless sooner terminated in accordance with the terms hereof, ends one year from the Commencement Date (the “Initial Term”). Either Party may terminate the Agreement only for Cause (as defined below).
b. Absent notice of non-renewal from a Party at least 30 days prior to the expiration of the Initial Term, the term of this Agreement shall automatically be extended by one year (a “Renewal Term”). Unless a Party gives the other Party at least 30 days’ notice of non-renewal prior to the expiration of the then current Renewal Term, the then current Renewal Term shall automatically be extended by one year. The Initial Term plus all Renewal Terms, the “Term.”
c. Expiration of the Term, or termination of this Agreement prior to the expiration of the Term, shall not affect the rights and obligations of the Parties under any Statement of Work.
d. Upon termination for any reason, the Company shall reimburse Contractor for Services rendered and expenses incurred up to the date of termination.
e. “Cause” means, with respect to the Company, the Company’s failure to pay any amount due hereunder when due, or perform any other obligation hereunder within 15 days of receipt of notice of such failure from Contractor. With respect to Contractor, “Cause” means Contractor’s (i) continued failure to perform its duties and responsibilities to the Company in a manner reasonably satisfactory to the Company more than 5 days after his receipt of notice from the Company identifying the factual basis for such failure; (ii) material breach of any term of this Agreement or a Statement of Work, not cured within 15 days of notice of breach from the Company; (iii) commission of any act of dishonesty, fraud or willful misconduct that causes material harm to the Company; or (iv) conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving moral turpitude or dishonesty under the laws of the United States or any state.
3. Independent Contractor. The Parties intend that Contractor will perform the Services as an independent contractor and not as an agent or employee of 714WEB. Contractor represents that Contractor is engaged in providing similar services to other clients, is not required to work exclusively for 714WEB, and performs the obligations under this Agreement and each Statement of Work at Contractor’s own risk. This Agreement does not constitute a partnership or joint venture between 714WEB and Contractor, and Contractor will not bind, and will not attempt to bind 714WEB to any obligation. As an independent contractor, Contractor:
a. is solely responsible for all taxes, including but not limited to, state and federal income, social security, unemployment, worker’s compensation and self-employment taxes due on Contractor’s earnings from this Agreement, and understands that 714WEB will not withhold or pay any such taxes on behalf of Contractor;
b. is not entitled to unemployment insurance benefits or worker’s compensation benefits, and is not eligible to participate in any employee benefits programs available to employees of 714WEB;
c. has and retains control over the performance of the Services, and is responsible for supervision and control over persons employed by Contractor to assist in performance of the Services;
d. will furnish all tools, labor, equipment, and supplies necessary to professionally and timely perform the Services, unless 714WEB requires use of specific equipment, in which case the equipment to be provided by 714WEB will be described on the equipment list, if any, included in any Statement of Work;
e. will proceed with due diligence and promptness to complete the Services and warrants that the Services shall be performed in accordance with the highest professional workmanship and service standards in the field; and
g. This is a work from home position. 714Web is open Monday-Friday 9am-5pm est. You must be available to communicate with in case of time sensitive task related to clients or other team members. If you won’t be available during business hours you need to notify your department head in advance.
f. will not employ additional persons to assist in the performance of the Services without written approval of 714WEB. Any new person employed by Contractor will be subject to additional due diligence and will be required to execute a non-compete agreement.
4. Compensation. 714WEB shall pay Contractor for the Services in accordance with the terms and conditions set forth in the applicable Statement of Work. 714WEB will reimburse Contractor for pre-approved expenses incurred during the Term if supported by original receipts. For any authorized expenses, Contractor will provide original receipts when requested by 714WEB and must comply with all of 714WEB’ reimbursement policies.
5. Invoices. Subject to the compensation provisions set forth in the applicable Statement of Work, Contractor will provide the Company with a weekly invoice for services performed and expenses incurred. The Company will pay undisputed amounts as described in the Statement of Work not more than thirty days after receipt of the invoice. All payments will be made by check, credit or debit card, or other electronic payment method convenient to 714WEB.
6. Work for Hire. Contractor expressly acknowledges and agrees that any work prepared by the Contractor under this Agreement, including Work Product, shall be considered “work for hire” and the exclusive property of the Company unless otherwise specified. To the extent such work may not be deemed a “work for hire” under applicable law, the Contractor hereby assigns to the Company all of its right, title, and interest in and to such work. At the Contractor’s sole cost, the Contractor shall execute and deliver to the Company any instruments of transfer and take such other action that the Company may reasonably request, including, without limitation, executing and filing, at the Company’s expense, copyright applications, assignments, and other documents required for the protection of the Company’s rights to such materials.
7. Confidentiality of Proprietary Information. Information or materials that 714WEB furnishes to Contractor under this Agreement or any Statement of Work, or that Contractor comes in contact with is and will remain the property of 714WEB. Contractor will keep all such information and materials confidential, safeguard it as 714WEB directs, and use it only to perform the Services.
8. Compliance with 714WEB’s Rules/Policies. While providing work to 714WEB, Contractor will observe 714WEB’ policies, rules and regulations regarding conduct, security, and safety on its premises, and digital platforms, and 714WEB’ rules and regulations regarding behavior with respect to 714WEB’ clients.
9. Contractor’s Liability and Indemnity. Contractor agrees to defend, indemnify, and hold harmless 714WEB against any and all claims resulting from Contractor’s performance of the Services, or 714WEB’ use of the Services or Work Product. Contractor represents and warrants that no Work Product will violate or infringe upon the intellectual property rights of any third party, and shall indemnify, defend and hold harmless 714WEB from and against any and all claims (including reasonable attorney’s fees) that 714WEB’s (or its assignees or customers) use, license or sale of any Work Product violates the intellectual property or other rights of any third party. Moreover, 714WEB has entered into this Agreement in reliance on information provided by the Contractor, including the Contractor’s express representation that it is an independent contractor and in compliance with all applicable laws related to work as an independent contractor. If any regulatory body or court of competent jurisdiction finds that the Contractor is not an independent contractor and/or is not in compliance with applicable laws related to work as an independent contractor, based on the Contractor’s own actions, the Contractor shall assume full responsibility and liability for all taxes, assessments, and penalties imposed against the Contractor and/or the Company resulting from such contrary interpretation, including but not limited to taxes, assessments, and penalties that would have been deducted from the Contractor’s earnings had the Contractor been on the Company’s payroll and employed as an employee of the Company.
10. Termination. Upon termination of this Agreement, 714WEB will reimburse Contractor for Services rendered up to the date of termination and Contractor will deliver to 714WEB the Work Product developed prior to termination.
11. Non-Compete. Employee/sub-contractor/ receiver is agreeing to not compete with 714Web, Chuck Peters, Jeremy Caris, in any way regarding current clients, past clients, or potential clients. Potential clients are clients from the same subset of realtors that 714Web has engaged with currently. This subset of clients is a pool of realtors that have all been exposed to 714Web products or services, are therefore all leads, and potential clients. Notices. Any notice to be given under this Agreement shall be in writing and sent by US mail, by telephone (with written follow-up), or by electronic mail to the addresses provided above and to the attention of the persons who execute this Agreement.
12. Notices. Any notice to be given under this Agreement shall be in writing and sent by US mail, by telephone (with written follow-up), or by electronic mail to the addresses provided above and to the attention of the persons who execute this Agreement.
13. Compliance with Laws. The Parties will comply with all applicable laws, regulations, orders, ordinances, and the like related to Contractor’s performance of the Services, including the payment of taxes related to compensation received under the Agreement.
14. Assignment. Contractor may not assign performance of Services under this Agreement or any Statement of Work without 714WEB’s prior written permission, which 714WEB may withhold for any reason or no reason.
15. Governing Law. The Agreement is governed by the laws of Colorado.
16. No-Waiver. No course of dealing or failure to strictly enforce a provision of the Agreement or any Statement of Work will be construed as a waiver of the right to enforce performance of that provision.
17. Severability. If a provision of the Agreement is held unenforceable, all other provisions will remain in force.
18. Survival of Obligations. After termination or expiration of the Agreement, the obligations under this Agreement and any Statement of Work that by their nature would survive termination, shall so survive.
20. Court Actions. Any legal actions brought by either party against the other party can only be presented in a court located within the County and State of the licensed business 714WEB, LLC which is Blount County, of Maryville Tennessee.
19. Entire Agreement. The Agreement and the Statements of Work executed by the Parties contain the entire understanding of the Parties related to the Services, and it supersedes all prior or contemporaneous representations, either oral or written. The Parties may amend the Agreement only in writing signed by authorized persons.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written.
Name: Charles Peters