Agreement for Performance of Services by Independent Contractor

This Agreement is made on[date ], between FastTalker Auctioneers, Inc., a Manitoba corporation, ("FT"), with its principal place of business at 301-179 McDermot Ave., Winnipeg, Manitoba R3B0S1, on the one hand, and (insert name), an independent contractor (hereinafter "Contractor"), on the other hand, with a principal place of business at: (insert address), and having a phone number of (insert phone number).

1. 1.

   TERM. This Agreement will become effective on the date stated above or on (insert date) , and will continue in effect until terminated as provided in this Agreement.

2. 2.

   Specific Services. Contractor agrees to perform the services specified in the “Description of Services” attached to this Agreement and incorporated into this Agreement by reference.

3. 3.

   Method of Performing Services. FT will determine the location, method, details, and means of performing the above-described services as required by entities with whom FT contracts to provide the services. The Description of Services is subject to change at any time by FT, and the most recent version of the Description of Services shall be accessible on FT’s website (www.Fasttalker.com) and shall control over the version attached hereto to the extent there are differences between the two versions.

4. 4.

   Status as Independent Contractor-No Benefits. Contractor enters into this Agreement, and will remain throughout the term of the Agreement, as an independent contractor. Contractor agrees that Contractor is not and will not become an employee, partner, agent, or principal of FT while this Agreement is in effect. Contractor agrees Contractor is not entitled to the rights or benefits afforded to FT’s employees, including, without limitation, disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, or any other employment benefit. Contractor is responsible for providing, at Contractor’s own expense, disability, unemployment, and other insurance, workers’ compensation, training, permits, and licenses for Contractor and for Contractors employees and subcontractors.

5. 5.

   Payment of Income Taxes. Contractor is responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by FT to Contractor for services under this Agreement. Contractor agrees to indemnify FT for any claims, costs, losses, fees, penalties, interest, or damages suffered by FT resulting from Contractor’s failure to comply with this provision.

7. 6.

   Use of Employees or Subcontractors. Contractor may not use any employees or subcontractors to perform the services required of Contractor by this Agreement.

8. 7.

   Compensation. In consideration for the services to be performed by Contractor, FT agrees to pay Contractor in accordance with each individual invitation to provide services accepted by Contractor (invitations will be extended using FT’s scheduling system or such other system as FT utilizes in its sole discretion. Payment for services rendered under this Agreement will be made on a bi-weekly basis, provided Contractor has timely submitted Conractor’s invoice for services rendered.

9. 8.

   Payment of Expenses. Contractor will be responsible for all expenses incurred in performing services under this Agreement.

10. 9.

    Non-Exclusive Relationship. Subject to the non-competition, non-solicitation, and confidentiality provisions of this Agreement, Contractor may represent, perform services for, and contract with as many additional clients, persons, or companies as Contractor, in Contractor’s sole discretion, sees fit. However, in the event Contractor provides services to a competitor of FT’s main client Auction.com, FT shall have the sole and exclusive discretion to terminate this Agreement.

11. 10.

    Place for Performance of Services. Contractor will perform the services under this Agreement at locations and at times designated by FT. The services must be performed at locations and times designated by FT because such services are at the direction of entities hiring FT to provide services and in many cases are required to ensure compliance with laws of various states.

12. 11.

    Tools, Materials, and Equipment. Contractor will supply all tools, materials, and equipment required to perform the services under this Agreement, except for such tools, materials and equipment as provided by FT or its client for a specific event. Contractor will be advised in advance what tools, material and equipment will be provided by FT or it's client and what tools they will need to provide themselves. All items provided by FT or FT’s client will be returned by Contractor immediately following the conclusion of such event.

13. 12.

    Workers’ Compensation. Contractor agrees to provide workers’ compensation insurance for Contractor’s employees and agents and agrees to hold harmless and indemnify FT for any and all claims arising out of any injury, disability, or death of any of Contractor’s employees or agents.

14. 13.

    Indemnity/Liability Insurance. Contractor agrees to indemnify and hold FT free and harmless from any and all claims arising from any negligent or intentional act or omission during the performance of any duties under this Agreement. FT will not and does not provide, nor will FT be required to provide any Errors and Omissions or Liability Insurance coverage for Contractor.

15. 14.

    Contractor's Qualifications. Contractor represents that Contractor has the qualifications and skills necessary to perform the services under this Agreement in a competent, professional manner, without the advice or direction of FT (other than specific requirements imposed by FT or its clientele on which Contractor will be trained or instructed). This means Contractor is able to fulfill the requirements of this Agreement. Failure to perform all the services required under this Agreement constitutes a material breach of the Agreement. Any and all instructions, guidelines and requirements imposed by FT and its clientele, written or verbal, shall be considered part of this Agreement, notwithstanding any other provision in this Agreement. Contractor shall have no discretion to ignore or violate any and all laws or regulations or any instructions, guidelines and requirements imposed by FT and its clientele.

16. 15.

    Indemnity. Contractor agrees to indemnify, defend, and hold FT free and harmless from all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, attorneys’ fees, and costs, that FT may incur as a result of a breach by Contractor of any representation or agreement contained in this Agreement.

17. 16.

    No Assignment. Neither this Agreement nor any duties or obligations under this Agreement may be assigned by Contractor.

18. 17.

    Cooperation of FT. FT agrees to comply with all reasonable requests of Contractor and provide access to all documents, instructions, guidelines and requirements imposed by FT and its clientele, written or verbal, reasonably necessary to the performance of Contractor’s duties under this Agreement.

19. 18.

    (A) Termination of Agreement. Notwithstanding any other provision of this Agreement, either party may terminate this Agreement at any time by giving not less than thirty (30) days written notice to the other party. However, if Contractor is scheduled for an auction under this agreement before notice of termination, FT will have the sole discretion to determine whether or not Contractor will be permitted to work the auction. Unless otherwise terminated as provided in this Agreement, the Agreement will continue on force until the services provided for in this Agreement have been fully and completely performed.

    (B) Termination for Cause. Notwithstanding paragraph 18(A) hereof, this Agreement will terminate automatically on the occurrence of any of the following events:

    • (i) Bankruptcy or insolvency of either party;
    • (ii) Sale of the business of Contractor’s business;
    • (iii) Death or dissolution of either party;
    • (iv) Assignment of this Agreement by Contractor; or
    • (v) Termination for Default as set forth in paragraph 18(C) herein.

    (C) If either party defaults in the performance of this Agreement or materially breaches any of its provisions, the non-breaching party may terminate this Agreement by giving written notification to the breaching party. Termination will take effect immediately on receipt of notice by the breaching party or five (5) days after mailing of notice, whichever occurs first. For the purposes of this paragraph, material breach of this agreement includes, but is not limited to, the following:

    • (i) FT’s failure to pay Contractor any compensation due within 30 days after written demand for payment;
    • (ii) Contractor’s failure to complete the services specified in the Description of Services;
    • (iii) Contractor’s material breach of any representation, provision or agreement contained in this Agreement; and
    • (iv) FT’s material breach of any representation or agreement contained in this Agreement.
20. 19.

    Proprietary Rights. Contractor agrees that all designs, plans, reports, specifications, drawings, inventions, processes, and other information or items produced by Contractor while performing services under this Agreement will be assigned to FT as the sole and exclusive property of FT and FT’s assigns, nominees, and successors, as will any copyrights, patents, or trademarks obtained by Contractor while performing services under this Agreement. On request and at FT’s expense, Contractor agrees to help FT obtain patents and copyrights for any new developments. This includes providing data, plans, specifications, descriptions, documentation, and other information, as well as assisting FT in completing any required application or registration.

21. 20.

    Confidential Information. Any written, printed, graphic, or electronically or magnetically recorded information furnished by FT or FT’s clients for Contractor’s use are the sole property of FT and/or FT’s clients. This proprietary information includes, but is not limited to, this Agreement, the Description of Services, the payment schedule contained in the Description of Services, customer requirements, customer lists, marketing information, and information concerning FT’s employees, FT’s clients’ employees, products, services, prices, operations, and subsidiaries. Contractor will keep this confidential information in the strictest confidence, and will not disclose it by any means to any person except with FT’s written approval, and only to the extent necessary to perform the services under this Agreement. This prohibition also applies to Contractor’s employees, agents, and subcontractors. On termination of this Agreement, Contractor will return any confidential information in Contractor’s possession to FT and/or FT’s client.

22. 21.

    Non-Solicitation and Non-Competition.

    (A) During the term of this Agreement and for a period of two (2) years following the termination of this Agreement, Contractor will not do either of the following: (1) call on, solicit, or take away any of FT’s customers or potential customers Contractor became aware of as a result of performing services under this Agreement, which shall include, without limitation, any of FT’s customers for whom Contractor had performed services prior to execution of this Agreement; or (2) solicit or hire away any of FT’s employees or other independent contractors whom Contractor became aware of as a result of performing services under or prior to execution of this Agreement.

    (B) During the term of this Agreement and for a period of two (2) years following the termination of this Agreement, Contractor will not engage in competition with FT by: (1) calling on, (2) soliciting, (3) taking away, or, (4) conducting auctions or sales for any of the entities, for whom FT is conducting sales or auctions of Trustee/foreclosure properties which Contractor became aware of as a result of performing services under this Agreement, which shall include, without limitation, any of such entities and FT’s customers for whom Contractor had performed services prior to execution of this Agreement.

    (C) During the term of this Agreement and for a period of two (2) years following the termination of this Agreement, Contractor expressly agrees that Contractor will not enter into any Agreement, directly or indirectly, as an employee or an independent contractor, with Auction.com, to provide any of the services Contractor is providing under this Agreement, or to provide any services related to the services Contractor is providing under this Agreement.

23. 22.

    General Provisions.

    A. Notices. Any notices required to be given under this Agreement by either party to the other may be effected by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices must be addressed to the parties at the addresses appearing in the introductory paragraph of this Agreement, but each party may change the address by giving written notice in accordance with this paragraph. Notices delivered personally will be deemed communicated as of actual receipt; mailed notices will be deemed communicated as of the day of receipt or the fifth day after mailing, whichever occurs first. Notices may be delivered by electronic mail (email) with both parties’ consent, and if such consent has been given any notice delivered by email will be deemed communicated (1) as of delivery of a “read receipt”, (2) delivery of a responsive email or written acknowledgment of receipt, or (3) one business day after successful transmission of such email, whichever occurs first.

    B. Entire Agreement of the Parties. This Agreement supersedes any and all agreements, either oral or written, between the parties with respect to the rendering of services by Contractor for FT and contains all of the representations, covenants, and Agreements between the parties with respect to the rendering of those services. Each party to this Agreement acknowledges that no representations, inducements, promises, or Agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained in this Agreement, and that no other Agreement, statement, or promise not contained in this Agreement will be valid or binding. Any modification of this Agreement will be effective only if it is in a writing signed by the party to be charged.

    C. Partial Invalidity. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way.

    D. Payment of Moneys Due Deceased Contractor. If Contractor dies before completing the services under this Agreement, any moneys due Contractor from FT under this Agreement as of the date of death will be paid to the Contractor’s executors, administrators, heirs, personal representatives, successors, and assigns.

    E. Liquidated Damages. The parties agree that in the event of a breach of paragraphs 19, 20, 21 or any provision of this Agreement by either party other than unpaid monetary compensation or reimbursement of expenses for services provided, it would be impracticable or extremely difficult to fix the actual damage and, therefore, the breaching party will pay to the non-breaching party as liquidated damages and not as a penalty the sum of Fifty Thousand Dollars ($50,000.00), which represents a reasonable compensation for the loss incurred because of the breach.

    F. Attorneys Fees. If any legal action, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled.

    G. Survival. The following provisions of this Agreement shall survive termination of this Agreement: paragraphs 4, 5, 12, 13, 15, 16, 19, 20, 21 and 22.

    H. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the state in which the Contractor resides. However, venue for any action will be in the appropriate state or federal court located in Orange Country, California.

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25. Executed at (city),(state), on [date].

26. FastTalker Auctioneers,
    Inc. a Manitoba corporation

    By: Mark Buleziuk,
    its President

    CONTRACTOR

    By:  (signature)
     (print or typed name)

Please note: By checking the I Agree box you acknowledge that this will serve as a fully executed interim legal and binding agreement.

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