Exhibit 10.17
INDEPENDENT CONTRATOR AGREEMENT
This Independent contractor agreement ("Agreement") is made and effective this
date between Xxxxxx Valley Maintenance Group ("contactor") and XxxxxxxxxXxx.xxx
Inc, ("Company")
Now, therefore, Contractor, and Contractor agree as follows:
1. Engagement
Company hereby engages Contractor, and Contractor accepts engagement, to provide
to Company the following services, Fuel Oil Burner Service and Repairs to
Homeowner and Commercial Accounts.
2. Term
Contractor shall provide services to company pursuant to this agreement for a
term commencing on March 7th, 2004 and ending on April 15th, 2006.
3. Place of Work
Contractor shall render services primarily in the areas described; Westchester
county, NY, Bronx county NYC. Contractor will provide the services at company
offices or such other places as reasonably requested by Company as appropriate
for the performance of particular services.
4. Time
Contractor's daily schedule, and hours worked, under this Agreement anticipate
that Contractor shall work to the performance of services pursuant to this
Agreement. Company relies upon contractor to devote sufficient time as is
reasonably necessary to fulfill the spirit and purpose of this Agreement.
5. Payment
Company shall pay Contractor for services performed pursuant to this Agreement
according to a rate schedule (Attachment A). Payment shall be made within 30
days of receipt of invoice from Contractor.
6. Covenant Not to Compete
During the term of this Agreement and for a period of 48 MONTHS thereafter,
Contractor shall not, directly or indirectly, either for his own account, or as
a partner, shareholder, officer, director, employee, agent or otherwise; own,
manage, operate, control, be employed by, participate in, consult with, perform
services for, or otherwise be connected with any business the same as the
business conducted b y Company. In the event any of the provision of this
Section 6 shall be deemed modified to the extent required to cure the
invalidity. In the event of a breach, or a threatened breach, of this Section 6,
Company shall be entitled to obtain an injunction restraining the commitments or
continuances of the breach as well as any other legal or equitable remedies
permitted by law.
7. Confidentiality
During the term of this Agreement, and thereafter for 48 MONTHS Contractor shall
not, without prior written consent of Company, disclose to anyone any
Confidential Information. "Confidential Information" for the purposed of this
Agreement shall include Company's proprietary and confidential information such
as, but not limited to, customer lists, business plans, marketing plans,
financial information, designed, drawing, specifications, models, software,
sources codes and object codes. Confidential Information shall not include any
information that:
A. is disclosed by Company without restriction;
B. becomes publicly available through no act of Contractor;
C. is rightfully received by Contractor from a third party.
8. Termination
A. This Agreement may be terminated by Company as follows:
i If Contractor is unable to provide the consulting services by reason
of temporary or permanent illness, disability, incapacity of death.
ii. Breach or default of any obligation of Contractor pursuant to
Section 6, Covenant Not to Compete, or Section 7, Confidentiality,
of this Agreement.
iii. Breach or default by Contractor of any other material obligation in
this Agreement, which breach or default is not cured within five (5)
days of written notice from Company.
B. Contractor may terminate this Agreement as follows:
i. Breach or default of any material obligation of Company, which
breach or default is not cured within fifteen (15) days of written
notice from Contractor.
ii. If Company files protection under the federal bankruptcy laws, or
any bankruptcy petition or petition for receiver is commenced by a
third party against Company, any of the foregoing of which remains
undismissed for a period of ninety (90) days.
9. Independent Contractor
Contractor is and throughout this Agreement shall be and independent contractor
and not an employee, partner or agent of Company, and shall not be entitled to
nor receive any benefit normally provided to Company's employees such as, but
not limited to, vacation payment, retirement, health care or sick pay. Company
shall not be responsible for withholding income or other taxes from the payments
made to Contractor. Contractor shall be solely responsible for filing all
returns and paying any income, social security or other tax levied upon or
determined with respect to the payments made to Contractor pursuant to this
Agreement.
10. Tools and Supplies
Unless otherwise agreed to by Company in advance, Contractor shall be solely
responsible for procuring, paying for and maintaining any equipment, tools or
supplies necessary or appropriate for the performance of Contractors services
hereunder.
11. Controlling Law
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York.
12. Headings
The headings in this Agreement are inserted for convenience only and shall not
be used to define, limit or describe the scope of this Agreement or any of the
obligations herein.
13. Final Agreement
This Agreement constitutes the final understanding and agreement between the
parties with respect to the subject matter hereof and supersedes all prior
negotiations, understandings and agreements between the parties, whether written
or oral. This Agreement may be amended, supplemented or changed only by an
agreement in writing signed by both of the parties.
14. Notices
Any notice required to be given or otherwise given pursuant to this Agreement
shall be in writing and shall be hand delivered, mailed by certified mail,
return receipt requested or sent by recognized overnight courier services as
follows:
If to Contractor: Xxxxxx Valley Maintenance Group
0 XXXXXXXXX XXXXXX
Xxxxxx, XX 00000
If to Company: XxxxxxxxxXxx.xxx, Inc.
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
15. Severability
If any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
16. Hold Harmless
To the fullest extent permitted by law, the contractor will indemnify and hold
harmless XxxxxxxxxXxx.xxx, Inc and its Owners, their officer, directors,
partners, representatives, agents and employees from and against any and all
claims, suits, liens, judgments, loses and expenses , including legal fees and
all court costs and liabilities (including statutory liability) arising in whole
or in part and in any manner from injury and or death of a person or damage to
or loss of any property resulting form the acts, omissions, breach or default of
contractor, its officers, directors, agents, employees and subcontractors, in
connection with the performance of any work by or for contractor pursuant to any
contract, purchase order, and/or any related proceed order either written
or verbal, except those claims, suits, liens, judgments, damages, losses and
expenses caused by the negligence of ClickableOil. Contractor will defend and
bear all costs of defending any actions or proceedings brought against
ClickableOil and or its owners, officers, directors, agents, and employees,
arising in whole or in part out of any such acts, omission, breach or default.
The forgoing indemnity shall include injury or death of any employee of
contractor or subcontractors and shall not be limited in any way by an amount or
type of damage, compensation, or benefit payable under worker's compensation,
disability benefits, or other similar employees benefits act. The contractor
hereby expressly permits XxxxxxxxxXxx.xxx, INC TO PURSUE CLAIMS against the
contractor for indemnity, contribution and common law negligence arising out of
claims for damages for death and personal injury.
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the
date first above written.
3/9/04
------------------------------ -------------------- ------
XXXXXX VALLEY MAINTENANCE XxxxxxxxxXxx.xxx Date
New Hyde Park Oil Terminal, LLC
0000 Xxxxx Xxxxxx
Xxx Xxxx Xxxx X.X. 00000
(000) 000 0000 - terminal
(000) 000 0000 - corporate
XxxxxxxxxXxx.xxx, Inc.
Xxxx Xxxxxxx
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
October 12, 2000
Dear Nick,
Enclosed please find two original executed Terminal Agreements. Please
sign and return one to the address listed above. I also look forward to working
with you.
Sincerely,
Xxxxxxx X. Xxxx
Ps- That name took weeks of deep thought and planning
