This Agreement is made at Azsua, California, by and between SIREN POLE DANCE, INC. (sometimes referred to hereinafter as the ACORPORATION@) and ______________________ (sometimes referred to hereinafter as ACONTRACTOR@).
RECITALS
A. The CORPORATION is a California Corporation operating a dance studio with a principal place of business at 875 S Citrus Ave, Azusa, CA 91702 & 3580 Santa Anita Ave # C, El Monte, CA 91731.
B. CONTRACTOR is a dance instructor engaged as a sole proprietor in the business of providing dance instruction services to various dance and fitness facilities in California.
C. CONTRACTOR represents that she is either a certified pole dance instructor or has sufficient experience leading and teaching pole dance classes to provide the dance instruction services for CORPORATION as provided herein.
D. CONTRACTOR desires to provide dance instruction services to the customers of the CORPORATION in accordance with the terms and conditions stated in this agreement.
E. The CORPORATION desires to utilize the services of CONTRACTOR to lead dance classes at CORPORATION’S studio in Fontana provided that the services are performed by CONTRACTOR in accordance with the terms and conditions stated in this agreement.
Now, therefore, in consideration of the foregoing recitals and the mutual covenants and conditions set forth herein, the parties hereto agree as follows:
1. Services. CONTRACTOR shall provide dance instruction services to the customers of the CORPORATION and devote such working time and attention to the performance of those services as is necessary to properly lead all classes at the times and place specified herein. CONTRACTOR shall provide such instruction at the CORPORATION=S studio at such times on such dates as CONTRACTOR and CORPORATION may mutually determine from time to time during the term of this Agreement. CONTRACTOR shall give the CORPORATION reasonable notice of the days when CONTRACTOR is available to instruct classes at the studio of the CORPORATION in order to allow for the efficient scheduling of other dance instructors and customers. CONTRACTOR shall not be required to perform services any minimum number of days nor hours during any given time period. The selection of times CONTRACTOR shall be available for the instruction of dance classes shall be at the discretion of CONTRACTOR provided that she gives reasonable advance notice to the CORPORATION.
2. Equipment and Facilities. In order to facilitate the performance of services for the mutual benefit of the parties pursuant to this Agreement, CONTRACTOR shall provide her own equipment for use in performing the services required under this Agreement to the extent it is not made available to her by the CORPORATION. CONTRACTOR shall maintain all of such equipment in good working order at all times during the term of this Agreement.
To supplement the equipment provided by CONTRACTOR, the CORPORATION shall provide the dance studio containing eight poles and other equipment as are customarily found at a pole dance fitness studio for use by CONTRACTOR in the performance of services pursuant to this Agreement. The adequacy of such facilities and equipment shall be determined in the sole discretion of the CORPORATION.
3. Certification. CONTRACTOR has represented that she is either a certified dance instructor or has sufficient training and experience leading pole dance fitness classes in order to be qualified to provide the services described herein. In addition, CONTRACTOR represents that she is CPR and First Aid Certified. CONTRACTOR shall provide sufficient written evidence of such certification to the CORPORATION prior to the first class that CONTRACTOR shall lead as the instructor. From time to time during the term of this Agreement, CONTRACTOR agrees to provide updated certifications to the CORPORATION in order that there shall at all times be current evidence that CONTRACTOR is certified in both CPR and First Aid. CONTRACTOR agrees that the contract may be terminated without notice by CORPORATION in the event that CONTRACTOR fails to maintain such certification at all times during the term of this Agreement. CONTRACTOR further understands that even if CORPORATION does not act to terminate the Agreement, CONTRACTOR shall not be eligible to lead any dance classes until such certifications are reinstated with written confirmation of such certifications to the satisfaction of the CORPORATION.
4. Consideration. As consideration for the services rendered by CONTRACTOR pursuant to this Agreement, CONTRACTOR shall be paid $20.00 per class for each class that CONTRACTOR leads as the dance instructor during the term of this Agreement.
The CORPORATION shall have no obligation to pay CONTRACTOR any vacation pay or compensation in the form of sick leave or other fringe benefits since CONTRACTOR is not an employee. The CORPORATION acknowledges that CONTRACTOR shall have the right to continue to work at any other facility selected by CONTRACTOR, and the CORPORATION shall not be entitled to any compensation for any services provided by CONTRACTOR at any facility other than that operated by the CORPORATION. The base compensation of $20.00 per class shall be payable bi-weekly to CONTRACTOR.
5. Term. The term of this Agreement shall commence on August 1, 2017 and continue indefinitely unless terminated by either party giving written notice to the other. The Agreement shall terminate two weeks after the date that written notice is given by one party to the other in accordance with the notices provision set forth herein.
6. Files and Records. On termination of this Agreement, CONTRACTOR shall not be entitled to keep or preserve any of the CORPORATION=S records or charts related to any customer. All records of any kind and description maintained in written, electronic, or other form regarding customers shall be the property of the CORPORATION.
7. Status, Insurance, and Indemnification. It is the agreed intention of the parties that CONTRACTOR shall be an independent contractor under this Agreement. The CORPORATION shall not control the manner in which CONTRACTOR performs her services hereunder. In order to protect the CORPORATION from liability, CONTRACTOR shall, at CONTRACTOR=s expense, maintain a dancer’s insurance policy with coverage limits of not less than $250,000 per claim and $___________ in the aggregate with a carrier acceptable to the CORPORATION. CONTRACTOR shall provide the CORPORATION with a copy of such insurance policy within five (5) days of the date that this Agreement is executed. CONTRACTOR further agrees to provide the CORPORATION with written notice not less than fifteen (15) days in advance of the date that the insurance policy maintained by CONTRACTOR shall cease to be in force. CONTRACTOR further agrees to indemnify, hold harmless, and defend the CORPORATION from all liability, loss, damage, claims, demands, actions, and injury arising out of or incident to the performance of services by CONTRACTOR pursuant to this Agreement, including by way of specification but not by way of limitation, all consequential damages and costs of defense.
CONTRACTOR acknowledges that because she is an independent contractor and not an employee of the CORPORATION, she cannot be entitled to any workers= compensation benefits if she is injured in the course of providing services at the studio of the CORPORATION. CONTRACTOR agrees that she shall obtain her own disability insurance or workers= compensation insurance as she determines to be in her own best interest. In addition, CONTRACTOR shall pay when due all income taxes, including self employment taxes, that may be due with respect to the compensation paid by the CORPORATION to CONTRACTOR for services rendered pursuant to this Agreement.
In the event that the Internal Revenue Service, Employment Development Department, Franchise Tax Board, or any other state or federal government agency asserts any claim that CONTRACTOR is not an independent contractor so as to subject the CORPORATION to any obligation based on CONTRACTOR being considered an employee of the CORPORATION, CONTRACTOR agrees to indemnify, hold harmless, and defend the CORPORATION from all liability, loss, damage, claims, demands, actions, and expense rising out of or related to any such claim or other action taken by any government agency. The obligation of CONTRACTOR shall specifically include but not be limited to all attorneys fees, accountant fees, and other costs to defend against any such claim.
8. Other Activities. The CORPORATION recognizes that CONTRACTOR is performing and will continue to perform dance instruction services at locations other than the studio of the CORPORATION. Nothing in this Agreement shall in any way prohibit or restrict the performance of dance instruction services by CONTRACTOR at any location notwithstanding the proximity of any other dance studio to the studio of the CORPORATION.
9. Business and Travel Expenses. CONTRACTOR shall at all times be responsible for the payment of her own business and travel expenses.
10. Experience, Education, and Training. CONTRACTOR has represented that she is a qualified and experienced dance instructor with sufficient training, education, and experience to perform the services required under this Agreement. CONTRACTOR recognizes that the CORPORATION will rely upon such representation as to her qualifications and will not provide any training or supervision in the course of CONTRACTOR=S work in providing services to customers of the CORPORATION. CONTRACTOR shall be solely responsible for her own training and continuing education to keep current with all developments in the pole dancing industry during the term of this Agreement.
11. Confidential Information. During the term of this Agreement, CORPORATION may provide CONTRACTOR with access to certain information used in the business of the CORPORATION. All written, printed, graphic, or electronically or magnetically recorded information furnished by the CORPORATION or in any way disclosed by the CORPORATION to CONTRACTOR to be used by CONTRACTOR during the term of this Agreement shall remain the sole property of the CORPORATION. This property information includes, but is not limited to, customer requirements, customer lists, marketing information, and information concerning CORPORATION’S employees, products, services, prices, operations, and subsidiaries. CONTRACTOR agrees to keep this confidential information in the strictest confidence and not disclose it by any means to any person without the prior written approval of the CORPORATION. Any such disclosure as may be authorized by the CORPORATION shall be permitted only to the extent necessary to perform the services under this Agreement. This prohibition shall also apply to each of CONTRACTOR’S employees, agents, and subcontractors. CONTRACTOR shall require by written agreement that each of her employees, agents, and subcontractors comply with the foregoing confidentiality provision. On termination of this Agreement, CONTRACTOR will return all confidential information in whatever form it may be maintained that is in her possession to the CORPORATION.
12. Non-Solicitation. During the term of this Agreement and for a period of three years following the termination of this Agreement, CONTRACTOR will not do either of the following:
12.1 Call on, solicit, or take away any of CORPORATION’S customers or potential customers CONTRACTOR became aware of as a result of performing services under this Agreement; or
12.2 Solicit or hire away any of CORPORATION’S employees or contractors who became known to CONTRACTOR as a result of her performing services under this Agreement.
13. Notices. All notices under this Agreement must be in writing and shall be deemed to have been duly given if delivered personally or mailed, postage prepaid, by certified mail return receipt requested, addressed to the party notified. Such notice shall be deemed to have been given as of the date so delivered if delivered in person or upon deposit thereof in the United States mail. For the purposes of notice, the addresses of the parties hereto, until changed, as hereinafter provided, shall be as set forth in Exhibit AA@, attached hereto and incorporated herein by reference. Each party shall have the right to change the address to which notice to such party is to be given by giving written notice thereof to all other parties to this Agreement.
14. Unenforceable Terms. In the event that any provision of this Agreement shall be unenforceable or inoperative as a matter of law, the remaining portions or provisions shall remain in full force and effect.
15. Governing Law. The validity, interpretation and performance of this Agreement shall be controlled by and construed under the laws of the State of California. All parties to this Agreement hereby consent to the jurisdiction of the California courts.
16. Amendments. This Agreement is subject to amendment only by the agreement of all of the parties hereto. Any amendment or modification of this Agreement shall be dated, and where any conflict arises between the provisions incorporated in earlier documents, the most recent provisions shall be controlling.
17. Assignability. Neither this Agreement nor any interest herein may be assigned, transferred, sold, or hypothecated by CONTRACTOR. Any purported assignment of this Agreement or any interest herein by CONTRACTOR shall be null and void.
18. Copies of Agreement. Multiple copies of this Agreement may be executed, each of which shall be deemed to be an original. A photostatic copy of this entire Agreement, including the signature page(s) and all exhibits, shall be deemed an original.
19. Entire Agreement; Merger. This Agreement supersedes any and all other agreements, either oral or written, between the parties hereto with respect to the subject matter hereof. It contains all covenants, conditions, and agreements between the parties with respect to the subject matter. 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 embodied herein, and that no other agreement, statement, or promise not contained herein shall be valid or binding. Any oral representations or modifications concerning this Agreement shall be of no force or effect, excepting a subsequent modification in writing signed by the parties to be charged.
20. Captions. The captions of paragraphs of this Agreement are for reference only and are not to be construed in any way as a part of this Agreement.
21. Waiver. A waiver of the breach of any covenant, condition, or promise of this Agreement shall not be deemed a waiver of any succeeding breach of the same or any other covenant, condition, or promise of this Agreement. No waiver shall be deemed to have been given unless given in writing and in compliance with the ANotices@ paragraph hereinabove recited.
22. Gender and Number. As used herein, the masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the other whenever the context so indicates.
23. Attorney=s Fees. If any legal action, including arbitration or an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys= fees from the other party. These fees, which may be set by the court in the same action or in a separate action brought for that purpose, are in addition to any other relief to which the prevailing party may be entitled. This provision applies to the entire Agreement.
24. Agreement to Perform Necessary Acts. Each of the parties hereto agrees to execute and deliver such other and further documents and to perform such other acts as shall be necessary to effectuate the purposes of this Agreement.
25. Negotiated Transaction. The provisions of this Agreement were negotiated by all of the parties hereto and this Agreement shall be deemed to have been drafted by all parties hereto.
26. Survival of Warranties. all representations and warranties made herein shall survive the execution of this Agreement.
EXECUTED at Azsua, California.
