Independent Moving Contractor Agreement
Independent Moving Contractor Agreement
MBMT Corporation is engaged in the business of arranging for experienced personnel to perform packing loading and unloading of storage containers, trucks, or other mode of storage and transportation, for various customers who are moving or storing their household goods, In addition, MBMT Corporation has established business partnerships with independent moving coordinators who may refer customers to MBMT Corporation.
Independent moving contractor is engaged in the business of providing delivery and/or moving services, including packing, loading and unloading services for residential and commercial customers. MBMT Corporation obtains the services of independent moving contractor upon the terms and conditions hereinafter set forth;
Basis of Agreement.
Independent Moving Contractor represents that it has experienced workers who perform such services on its behalf. Independent Moving Contractor represents that it maintains all commercial licenses and permits that may be required by applicable local, state, and federal authorities to conduct its business. Independent Moving Contractor acknowledges it is solely and fully responsible for keeping such licenses and permits current. Independent Moving Contractor further represents that it maintain adequate business liability insurance and, as required in jurisdictions where it performs services, appropriate worker’s compensation coverage. Independent Moving Contractor agrees to provide copies of and to verify all permits, licenses, insurance and worker’s compensation coverage upon request by MBMT Corporation. If Independent Moving Contractor is unable to provide adequate documentation, MBMT Corporation reserves the right to terminate this agreement without notice.
Neither MBMT Corporation nor its officers or employees provide any packing, loading or unloading services for any customers. MBMT Corporation and Independent Moving Contractor expressly agree that all such services are provided by Independent Moving Contractor at the specific directions of customers and without any direction or control by MBMT Corporation. MBMT Corporation disclaims all responsibility for any liability from services or actions provided or rendered by the Independent Moving Contractor. Independent Moving Contractor acknowledges and agrees that because any provisions of services are solely between Independent Moving Contractor and customer. Independent Moving Contractor waives and releases MBMT Corporation and MBMT Corporation’s employees, officers, directors, representatives and affiliates from any claims, liabilities, damages and losses as more fully noted in the below Release/Waiver provision.
NOW THEREFORE, because MBMT Corporation may want to refer customers to Independent Moving Contractor so that Independent Moving Contractor may provide the aforementioned services to customers, and because Independent Moving Contractor desire to provide such professional services and wishes to accept such engagements when offered by MBMT Corporation, and in consideration of the covenants and representations contained in this agreement, MBMT Corporation and Independent Moving Contractor agree as follow.
1. Independent Contractor Relationship.
In performing the services described herein, Independent Moving Contractor and its employees are and shall at all times be acting and performing as an independent contractor with respect to MBMT Corporation. This agreement does not create or imply and shall not be construed to create or imply any partnership, agency, joint venture or similar relationship between Independent Moving Contractor and MBMT Corporation. Independent Moving Contractor and MBMT Corporation agree and acknowledge that Independent Moving Contractor is not, and shall not be considered or treated as a subcontractor of MBMT Corporation. Neither MBMT Corporation or Independent Moving Contractor shall have the authority to obligate or bind the other to a contract, obligation or undertaking except as may be set forth and agreed to by both parties in separate agreements and documents. Independent Moving Contractor services will be performed as directed by customers, and not by the company, in all instances and Independent Moving Contractor acknowledges that MBMT Corporation shall have no control over services provided by Independent Moving Contractor. In the event that MBMT Corporation is requested by a customer to arrange for services to be performed by a Independent Moving Contractor, and the customer request MBMT Corporation to pay Independent Moving Contractor, The company will act as a mere payment conduit and such conduit arrangements shall not alter in any way Independent Moving Contractor’s status as an independent contractor.
2. Duties.
Independent Moving Contractor will provide packing, loading and unloading services to customers, and any other such services as customer and Independent Moving Contractor shall agree, so long as any such services are within the scope of Independent Moving Contractor’s normal business operations. All such services shall be performed as directed by, and on behalf, of customers. Independent Moving Contractor shall use diligent efforts and professional skills and judgment.
3. Equipment.
While this Agreement is in effect, Independent Moving Contractor will provide appropriate equipment, such as Shrink Wrap, moving blankets and dollies, which MBMT Corporation deems reasonably necessary to perform the services. Independent Moving Contractor agrees to and understands that, with or without equipment, Independent Moving Contractor will be solely responsible for the total cost and value of items to $0.60 per pound up to $250 in the event of loss or damage to items moved regardless of cause.
4. Workers’ Compensation Insurance.
MBMT Corporation is not responsible for obtaining and carrying Workers’ Compensation Insurance for the Independent Moving Contractor, as Independent Moving Contractor is not an employee of the Company.
5. Compensation, Expenses and Taxes.
Independent Moving Contractor Shall be paid by MBMT Corporation $37/hr per man for services performed. Independent Moving Contractor shall use the MBMT Corporation’s automated system (Tsheets) to track the numbers of hours worked and the number of miles traveled performing services. Upon receipt of customer’s signed agreement and proof of completion of requested services, MBMT Corporation shall pay all undisputed agreed compensation to Independent Moving Contractor's bank account via direct deposit within ten (10) Business days. Independent Moving Contractor is solely responsible for any travel or other costs or expenses incurred in connection with the performance of the services. INDEPENDENT MOVING CONTRACTOR ALSO AGREES TO AND UNDERSTANDS THAT INDEPENDENT MOVING CONTRACTOR IS SOLELY RESPONSIBLE FOR ANY AND ALL STATE AND FEDERAL TAXES THAT WOULD BE ASSESSED ON COMPENSATION PAID TO INDEPENDENT MOVING CONTRACTOR BY MBMT CORPORATION. INDEPENDENT MOVING CONTRACTOR ALSO UNDERSTANDS THAT, SINCE INDEPENDENT MOVING CONTRACTOR IS NOT AN EMPLOYEE OF THE COMPANY, INDEPENDENT MOVING CONTRACTOR IS RESPONSIBLE FOR INDEPENDENT MOVING CONTRACTOR’S OWN UNEMPLOYMENT INSURANCE BENEFITS. MBMT CORPORATION WILL NOT PROVIDE ANY UNEMPLOYMENT INSURANCE BENEFITS TO THE INDEPENDENT MOVING CONTRACTOR, AND IF INDEPENDENT MOVING CONTRACTOR SHOULD WISH UNEMPLOYMENT INSURANCE BENEFITS, INDEPENDENT MOVING CONTRACTOR WILL EITHER HAVE TO PROVIDE THOSE BY ITSELF / HIMSELF / HERSELF OR THROUGH A THIRD PARTY.
6. Termination of Agreement.
Either party may terminate this agreement immediately due to a material default by the other party of this agreement. MBMT Corporation or Independent Moving Contractor may terminate this agreement for any reason by the giving of written notice to the other party at least 30 days in advance.
7. Assignments.
The rights and obligations of Independent Moving Contractor under this Agreement, as an independent contractor, relate to moving services rendered by Independent Moving Contractor and may not be assigned by it unless approved by MBMT Corporation. MBMT Corporation may assign its rights and obligations under this Agreement to any legal entity or individual that acquires or otherwise continues the business currently conducted by it.
8. Disclosure of Information.
Independent Moving Contractor shall not, during or after the term of this Agreement, disclose any information relating to MBMT Corporation, its officers, employees or clients, including information regarding the affairs or operations of MBMT Corporation, without obtaining the prior written consent of MBMT Corporation. See specific details in paragraph 20 - Covenants.
9. Indemnification of the Company.
Independent Moving Contractor shall indemnify, defend and hold harmless MBMT Corporation, its directors, officers, employers, agents, representatives, subcontractors and independent contractors, subsidiaries, joint ventures, partnerships, affiliates and each of them from all claims, demands, losses, obligations, costs, damages, expenses and liabilities (including reasonable attorney or advisor fees) incurred or arising out of or resulting from the performance (or nonperformance) of services by Independent Moving Contractor, Independent Moving Contractor’s negligent or intentional acts or omissions, Independent Moving Contractors breach of this agreement or Independent Moving Contractor’s violation of state or federal laws or regulations. Independent Moving Contractor hereby agrees and authorizes by Independent Moving Contractor’s signature on this Agreement, a deduction from any amounts due to Independent Moving Contractor for any work performed on behalf of MBMT Corporation.
10. Release/Waiver of Liability.
Independent Moving Contractor expressly acknowledges and agrees that the services provided by Independent Moving Contractor are solely between Independent Moving Contractor and customer. Independent Moving Contractor therefore agrees to waive and release MBMT Corporation and MBMT Corporation officers, employees, directors, agents, representatives, subsidiaries, partnerships and joint ventures from all claims, liabilities, losses, demands and damages (actual and consequential) of every kind, known or unknown, arising out of or in any way connected with such disputes
11. Notices.
Any and all notices required or permitted to be given under this Agreement will be sufficient if furnished in writing and sent by registered mail to Independent Moving Contractors last known residence or principal office, and to the Company at MBMT Corporation, 502 Lake Ridge Lane, Atlanta GA 30338 or via fax to 888 893 6760. Notice shall be deemed given when actually received by fax.
12. Governing Law/Venue/Jurisdiction.
This agreement and the rights and obligations of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Georgia. In the event of any action or arbitration brought to enforce or interpret this agreement in Fulton County, Georgia and in no other place unless an alternate venue is agreed upon in writing by both parties.
13. Paragraph Headings.
The paragraph headings contained in this Agreement are for convenience only and shall in no manner be construed as a part of this Agreement.
14. Pronouns, Singular and Plural.
Unless the content requires otherwise, words denoting the singular may be construed as denoting the plural, and words of the plural may be construed as denoting the singular, and words of one gender may be construed as denoting such other gender as is appropriate.
15. Entire Agreement.
This Agreement constitutes the sole and entire agreement of the parties relating to the subject matter hereof. The provisions of this agreement may not be amended, modified, waived or changed in any manner other than by the written agreement of the parties hereto.
16. Counterparts.
This agreement may be executed in counterparts and as executed shall constitute one agreement, binding on all parties, even though all parties do not sign the original or the same counterpart.
17. Amendments.
This agreement may be amended only by a written agreement executed by both parties and signed by both parties who have the authority to enter into binding agreements on behalf of their respective company.
18. Arms Length Agreement.
Each part has been given the opportunity to consult with experienced and knowledgeable legal counsel. Accordingly, any rule of law or legal decision that would require interpretation of any ambiguities in this agreement against the parties that has drafted it is not applicable and is hereby waived.
19. Non-Compete/Non-Interference.
In Consideration of the marketing and business development efforts and expenses undertaken by MBMT Corporation to obtain customers, Independent Moving Contractor hereby agrees that it will not attempt, directly or indirectly, through any partners, subsidiaries, or newly created entities, to contract, directly or indirectly, for services with customers of the company whom services have been provided or are scheduled to be provided, by Independent Moving Contractor because of efforts and arrangements of MBMT Corporation. Independent Moving Contractor will not attempt to make any contact with customers for purposes other than what is necessary to render the services arranged by MBMT Corporation. In the event of termination of this agreement by either party, for any reason whatsoever, Independent Moving Contractor agrees that this non-compete / non-interference provision will remain in full force and effect for a period of five (5) years from the date of termination.
20. Covenants.
For and In Consideration for the continuing opportunity to conduct business, Independent Moving Contractor hereby represents and agrees to the following,
- (a) Independent Moving Contractor shall be solely responsible for and shall pay all valid and substantiated claims for loss of or damage to goods, while in Independent Moving Contractor’s direct control, in an amount not to exceed $250 or $0.60 per pound, per article. Independent Moving Contractor reserves the right to require customers to complete a claim form and to furnish such other information to allow Independent Moving Contractor to consider claims for loss or damage.
- (b) Independent Moving Contractor shall maintain adequate general liability coverage during the term of this agreement
- (c) Independent Moving Contractor shall, as required by applicable state law, maintain worker’s compensation coverage for all employees utilized by Independent Moving Contractor in providing services to customer.
- (d) Insurance which contractor is required to carry shall be primary and not contributing and will provide for waiver of any subrogation rights against MBMT Corporation. A certificate for all such coverage shall be provided to MBMT Corporation upon request and shall require 30 days prior notice to MBMT Corporation as a condition to any cancellation of contractor’s coverage
- (e) Independent Moving Contractor certifies its representations and warranties to be true at all times.
- (f) Independent Moving Contractor will have access to and will acquire sensitive, technical and confidential information about MBMT Corporation not generally known in the industry, including but not limited to its fees, trade secrets, technical processes and MBMT Corporation’s customers. All such confidential information represents a trade secret, which provides MBMT Corporation with a significant competitive advantage. Independent Moving Contractor acknowledges and agrees that MBMT Corporation would be severely damaged if such confidential information were disclosed to competitors or utilized by Independent Moving Contractor for purposes contrary to the interest of MBMT Corporation. Independent Moving Contractor also agrees that upon the completion of the underlying agreement, Independent Moving Contractor will not remove any files, documents or any other property of MBMT Corporation containing confidential information from MBMT Corporation’s place of business.
In recognition of the foregoing, Contractor hereby covenants and agrees that:
A. Covenant of Non-Disclosure: During the time this agreement is in effect and for a period of Twenty-four (24) months thereafter, Independent Moving Contractor shall not disclose to any third party any confidential information, as described above, except to the extent that is necessary to do so in order to fulfill the Independent Moving Contractor’s duties to MBMT Corporation under this Agreement.
Any breach of the above-referenced covenants by the Independent Moving Contractor shall entitle MBMT Corporation to seek monetary and equitable relief as it deems appropriate.
A. Covenant of Non-Disclosure: During the time this agreement is in effect and for a period of Twenty-four (24) months thereafter, Independent Moving Contractor shall not disclose to any third party any confidential information, as described above, except to the extent that is necessary to do so in order to fulfill the Independent Moving Contractor’s duties to MBMT Corporation under this Agreement.
Any breach of the above-referenced covenants by the Independent Moving Contractor shall entitle MBMT Corporation to seek monetary and equitable relief as it deems appropriate.
21. Term.
This agreement shall commence on the effective date and shall have an initial term of six (6) month terms and then the agreement will automatically be renewed for a successive six (6) month terms unless either party provides written notice to cancel to the other party 30 days prior to the anniversary date.
IN WITNESS WHEREOF, MBMT Corporation has caused this Agreement to be executed by its duly authorized officers, and Independent Moving Contractor has hereunto set its seal, all bind done in duplicate originals with one original being delivered to each party on the day and year first above written.
