This Contractor Agreement, made and entered into by and between: Spark Factory Web Co aka Spark Factory located at 547 N. Birdneck Road Suite 140, Virginia Beach VA 23451 a marketing & advertising agency (hereinafter referred to as the "Company", “Spark Factory”), and (hereinafter "Contractor"), Located at: , a (hereinafter referred to as the "Contractor") is to evidence the following:
WHEREAS, the Company is engaged in the business of Digital Marketing Services, e.g. Pay Per click management, Search Engine Optimization, Social Media Marketing etc, hereinafter defined as the Business of the Company; and
WHEREAS, in consideration of mutual promises by the Company and the special financial benefits provided hereunder which were not heretofore available to Contractor, Contractor desires to enter into this Executive Agreement (the “Contract”) and agrees to abide by, comply with fulfilling in all respects the covenants and Contracts herein set forth; and
WHEREAS, as a consequence of Contractor's consultancy the Contractor may become deeply engaged with the business methods of the Spark Factory, including, but not limited to, its unique technical services, management practices, and business techniques, its market development projects and its relationships with its Spark Factory; and
WHEREAS Spark Factory understands that the Contractor is not firm, but an individual body, who will be exclusive to Spark Factory. It is mutually agreed the Contractor shall not accept any work that competes with the business of Spark Factory. As the Contractor has no prior knowledge of the digital marketing industry and/or business.
IN ADDITION, the Corporation would be irreparably injured, and the value of the capital stock of the Corporation and the goodwill of the Corporation would be irreparably damaged, if Contractor were to disclose (otherwise than as permitted in this Contract) any of the confidential information concerning the Corporation's business which Contractor has acquired, or will acquire, as a result of Contractor's contract with the Corporation, or if Contractor was to solicit the Corporation's clients in competition with the business of the Corporation, or if Contractor was otherwise to impair the goodwill of the Corporation; and
WHEREAS, Contractor acknowledges and agrees that the Spark Factory needs appropriate safeguards to protect its investment in its business as well as to maintain the confidentiality and secrecy of its methodologies; and
WHEREAS, the Contractor desires to serve in an executive capacity with the Spark Factory to perform such duties required under the Contract subject to and in accordance with the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the Spark Factory and the Consulting Firm hereby agree as follows:
I. CONTRACTORS QUALIFICATIONS
Contractor represents and warrants to the Spark Factory that the Contractor is free to accept a contract with the Spark Factory as contemplated hereby, and any person, firm, partnership, association, or business organization which would in any way hinder or interfere with Contractor's acceptance of, or the full performance of, Contractor’s obligations hereunder, or the exercise of Contractor's best efforts hereunder. Contractor agrees diligently and faithfully to perform the Contractor’s work and to comply with all of the rules, regulations, and instructions of the Spark Factory Contractor agrees that, while under the contract of the Spark Factory during the term hereof, the Contractor will not disclose any matters that will hinder the services of the Spark Factory.
II. DUTIES AND AUTHORITY
The duties of Contractor shall include, but not be limited to, the following:
A. The Contractor shall be represented as and perform sales-related activities. Such duties shall include any tasks assigned by to company
B. The Executive shall not have the authority to sign any contract, lease any property, borrow and money, pledge any of the assets of the Corporation as security for a loan, file any lawsuit or settle any claim for or against the Corporation without the written consent from of the President. The Contractor shall act professionally for the Corporation; and
C. Such matters and responsibilities as of the Contractor shall be restricted to the scope of sales for the United States.
D. To comply with all policies, directives, and quotas now or hereafter issued by Spark Factory with respect to the sales & business development of the Company.
In consideration of the mutual covenants herein contained Spark Factory shall compensate the Contractor for the mutually agreed rate of 10% per sale per month for the life of the client on collected revenue. As a bonus, Spark Factory will offer an additional 2% on clients after $20,000 is sold in monthly recurring business. This will not be retro to older businesses. However, all sales over $20,000 per month reoccurring will be paid at 12%.
A. STOCK OPTIONSSparkfactory at its goodwill to each of its Regional contractors will make available stock options after one year of the contract. Such options will offer greater incentive programs, such as profit sharing.
This Contract and Contractor's relationship hereunder shall be for a minimum term of thirty days commencing as of the , herein referred as the initial term and automatically renewing as the renewal term for one year (the initial term, together with any and all renewal terms, are hereinafter collectively referred to as the "Contract Period"), and shall be automatically renewed from year to year. If the Contractor is terminated for a cause listed below, then the Contractor shall be entitled to formal written notice, but shall reserve the right to either maintain it’s designated stock share and receive benefits or sell its shares based on General Accounting Principles at fair market value. Termination for cause shall include the following reasons:
1. Conviction of a crime of moral turpitude;
2. Engaging in conduct that is injurious to the reputation of the Corporation;
3. Disclosure of any customer list, trade secret, secret process, or any other information. Concerning the business of the Corporation to any person, firm or business without the written consent by the President;
4. Any violation of this Contract; and
5. Dishonesty, theft or misappropriation of the property of the Corporation;
6. Any other conduct that is detrimental to the business of the Corporation after being informed by the Board of Directors in writing to cease and desist from such conduct and failing to cease and desist from the same within five (5) calendar days after receiving written notice.
The Spark Factory agrees to reimburse the Contractor for reasonable and necessary customary travel, and other expenses incurred by Contractor in the performance of Contractor's duties hereunder within ten (10) days after submission by Contractor and approval by the Spark Factory before the expense of written receipts or vouchers therefor. Submission by Contractor of all such expenses shall be made monthly during the first ten (10) days of the following month throughout the Consultancy period. If the Contractor has an auto allowance, it will be paid on a monthly basis and paid no later than (10) days after the first of the month.A monthly budget for the expense must be prior approved by the Board of Directors prior to expenditures commenced on behalf of the Contractor.
Contractor covenants and agrees to disclose promptly, in writing, to the Corporation, and to no other person, firm, corporation, association or partnership all methodologies, concepts, plans, notions, and ideas, made or conceived, alone or in conjunction with others, while in the employment of the Corporation, if resulting from, suggested by, or relating to such employment (whether or not made, conceived or refined at the request, at the discretion, or upon the suggestion of the Corporation during, or out of usual hours of work, or about the premiums of the Corporation, or elsewhere, and whether made, conceived or refined prior or subsequent to the execution of this Contract). All right, title, and interest to such methodologies, concepts, plans, notions, and ideas, shall be the sole and exclusive property of the Corporation.
VII. COVENANTS OF NON-DISCLOSURE
Contractor agrees so long as this Contract is in effect:
A. The contractor shall use best efforts to the furtherance and promotion of the Spark Factory’s business.
B. Contractor shall not at any time during the term of this Contract, or thereafter, directly or indirectly, use for Contractors own benefit or purposes for the association, Spark Factory’ or business organization, or disclose (except in the performance of Contractor's duties hereunder) in any manner to any person, firm, partnership, association, Spark Factory or business organization, any trade secrets, information, know-how or knowledge relating to Spark Factory, technical services, business methods and techniques, market development programs, revenues, costs, management practices, manuals contracts, documents, designs, plans or Contractors) belonging to, or relating to the affairs of the Spark Factory except where required in good faith to transact the business of the Company during the term of this Contract; and
B. To provide to Spark Factory, at its request, and in any event within three (3) days after the termination of Contractors services, in good condition, reasonable wear and tear excepted, all documentation and records which are the property of Spark Factory and any and all copies thereof, including, but not limited to, all manuals, promotional and instructional materials, and similar aids and equipment, all reports as well as all of Spark Factory equipment and other property in Contractor's hands or under Contractor's control at the time of the termination of Contractor's consultancy hereunder; and
C. To keep in strict confidence all trade information, technical services, management practices, business methods and techniques, Spark Factory, lists, trade secrets, and other confidential information concerning Spark Factory 's business and its methods of doing business.
VIII. INJUNCTIVE RELIEF
A. Contractor acknowledges that (i) his experience and capabilities are such that the provisions of Section I and Section V would prevent him from earning a livelihood; (ii) the services to be rendered by him to the Corporation are of a special nature and it would be very difficult or impossible to replace those services; (iii) the terms and conditions contained in Section IV. & VII are reasonable and necessary for the protection of the Corporation's business;
IX. BREACH OF CONTRACT
The restrictive covenants and allegations set forth in Sections VII, against the Contractor are of the essence of this Contract and shall be construed as independent of any other of the provisions of this Contract. The existence of any claim or cause of action of the Contractor against Corporation, whether predicated on this Contract or otherwise, shall not constitute a defense to the enforcement by Corporation of any of said restrictive covenants. Contractor agrees that if Contractor breaches any of Contractor's covenants and obligations set forth in Sections VII, hereof, the Corporation shall have the right, to terminate this agreement without a set-off or waiver of the duties and obligations as set forth in section IV of this agreement.
The failure of either party at any time, or from time to time, to require performance of any of the other party's obligations under this Contract shall in no manner affect such party's right to enforce any provisions of this Contract at a subsequent time arising out of any subsequent breach.
XI. Indemnification. Limitation on Warranties, Representations, and Indemnities: Disclaimer.Contractor shall defend, indemnify, and hold harmless against any third party claims arising out of or relating to any use of Spark Factory Services, including claims resulting from the use of the Spark Factory Services. Contractor disclaims all warranties, express and implied, including the warranties of merchantability and fitness for a particular purpose, and any warranties arising from course of dealing, usage, or trade practice.
A. This Contract represents the entire Contract between the parties hereto and supersedes any other Contract’s, representations or understandings, written or oral, between the parties.
B. This contract has been negotiated and executed in Florida. Any dispute, which may arise hereunder, shall be governed by and construed in accordance with, the laws of the State of Pennsylvania. Venue and jurisdiction for any action arising hereunder shall lie exclusively in the Courts of Philadelphia County Pennsylvania.
C. This Contract may be amended from time to time as the parties’ desire so long as such amendments are in writing and executed by the parties hereto.
D. The parties agree that this agreement may be electronically signed. The parties agree that the electronic signature appearing on this document is the same as handwritten signatures for the purpose of validity, enforceability, and admissibility.
IN WITNESS WHEREOF, the parties hereto have set their hands the day first written below through digital signatures.
The contractor, Spark Factory aka Pilates Web Co.
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Signed by Scott Aadal
Signed On: September 18, 2020
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Document Name: Contractor Agreement
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