Table of contents
ELAMANT INTERNATIONAL, LLC
INDEPENDENT CONTRACTOR AGREEMENT
Version Date: May 10th, 2021
ACCEPTANCE OF TERMS
CONSENT TO ELECTRONIC SIGNATURE
Elamant may, from time to time, ask you to confirm your acceptance of this Agreement, along with other online agreements and disclosures. By providing your confirmed acceptance, you will be providing your electronic signature that will affirm that:
- You understand, acknowledge, and agree that these Terms comprise a legally binding agreement and are equivalent to, and shall be treated as, a signed, written contract between yourself and Elamant; and
- You will participate in the Elamant Independent Contractor Program (“Program”) in a manner consistent with all applicable laws and regulations and in accordance with the terms and conditions of these Terms and any and all other applicable rules, guidelines, and other conditions that govern the participation in the Program.
This Independent Contractor Agreement (“Agreement”) is entered into as of the date of electronic signature of this Agreement (“Effective Date”), by and between Elamant International LLC (“Company”) and the person or individual (18 years of age and older) who is an active Premium Member and wishes to participate in the Elamant Independent Contractor Program (“Contractor”).
The Company and Contractor are hereinafter collectively referred to as the “Parties” and individually referred to as the “Party”.
WHEREAS, the Company desires to be assured of the association and services of the Contractor in order to avail itself of the Contractor’s experience, skills, abilities, knowledge, and background to provide essential business services and support to Elamant Members and Elamant directly (“Services”), as described in more detail in Annexure “A”. Therefore, the Company is willing to engage the Contractor upon the express terms and conditions set forth herein.
WHEREAS, the Contractor agrees to be engaged and retained by the Company upon the express terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the sufficiency of which is hereby acknowledged, it is hereby covenanted and agreed by the parties hereto as follows:
Subject to the terms and conditions set forth herein, Company hereby engages the Contractor to perform from time to time as requested by the Company, and Contractor agrees to perform, professional Services as described in Annexure “A”.
2.0 OBLIGATIONS AND WARRANTIES OF CONTRACTOR
2.1 The Contractor represents and warrants that:
a. he/she has the authority and capacity to enter into this Agreement, and he/she is not subject to any restrictive covenant or other legal obligation which prohibits the Contractor from performing the Services;
b. none of the Services performed by the Contractor shall infringe upon any intellectual property rights of any other person, and the Company shall have the right to use the Services without any restriction or obligation to any other person;
c. neither the Contractor or his/her representatives nor any other employees or agents of the Contractor have any relationship with any third party with whom the Company has contracted which would cause such person to have a conflict of interest in relation to this Agreement or with respect to the Services;
d. the Contractor is, where applicable, duly compliant with all applicable laws;
e. he/she will perform the Services in a timely, professional, and competent manner, with all due skill and care, and in accordance with applicable professional standards;
2.2 The Contractor acknowledges and agrees that if he/she fails to adequately meet any agreed–upon terms and conditions, the Company has the sole right to terminate this Agreement; provided that Company must pay Contractor a reasonable prorated amount of the Fees proportionate to that portion of the Services completed to date as determined by the Company at the Company’s sole discretion.
2.3 The Services must conform to general applicable standards as determined by the Company from time to time. Contractor acknowledges and represents that if the Services fails to conform to the general applicable standards, the Company has the sole right to request immediate revision of the Services performed, deny payment, and/or terminate this Agreement. If the Services performed are deemed inappropriate by the Company at the time of submission, either for content or other reasons, the Company has the sole right to request immediate revision of Services performed, deny payment, and/or refuse to use any portion of the Services performed related to the business of Company or otherwise.
3.1 The Contractor shall be compensated for the Services in an amount as outlined in Annexure “B”, and no other fee or expenses shall be paid to the Contractor unless the Company has approved such fee or expenses in writing.
3.2 The completeness of the Services and work product of the Contractor shall be determined by the Company in its sole discretion, and the Contractor agrees to take all necessary steps to comply with Company’s instructions as and when provided.
3.3 The Contractor shall be solely responsible for any and all taxes, social security contributions or payments, disability insurance, unemployment taxes, self-employment taxes, and other payroll type taxes and other legal requirements applicable to such compensation to the Contractor.
3.4 The Contractor hereby agrees to fully defend, indemnify, and hold the Company harmless from and against any and all claims, demands, penalties, losses, costs, liabilities, injuries, and damages suffered by the Company arising out of the Contractor’s failure to comply with Clause 3.3 of this Agreement.
4.0 RELATIONSHIP OF PARTIES
4.1 The Contractor acknowledges, understands, and agrees that he/she is an independent contractor and is not an agent or employee of, and has no authority to bind, the Company by employment contract or otherwise. The Contractor will perform the Services under the general direction of the Company, subject to the requirement that the Contractor will at all times comply with applicable law. This Agreement does not constitute an employment contract.
4.2 Subject to the express terms and conditions of this Agreement, should any information come to the Contractor‘s attention which requires a commitment by the Company, it must be referred by the Contractor to the Management of Elamant.
The Company agrees to furnish the Contractor with all necessary materials and equipment needed for Contractor to perform Services under this Agreement.
6.0 INTELLECTUAL PROPERTY AND OWNERSHIP
6.1 The Parties agree that the Company shall have complete and sole ownership over all deliverables and Services performed by the Contractor under this Agreement and all Intellectual Property therein.
6.2 The Contractor shall promptly disclose in writing to the Company all works, ideas, discoveries, developments, innovations, improvements, and data (whether or not at a commercial stage, or registrable under any intellectual property laws) which are authored, made, reduced to practice or learned by the Contractor (either alone or jointly with others) during the period that Contractor provides the Services to the Company, as a result of performing the Services including any and all concepts, ideas, suggestions, and approaches related thereto or contained therein.
6.3 The Contractor hereby irrevocably, absolutely, and perpetually assigns to the Company worldwide rights in and to all of the Contractor’s rights, title, and interest, including IPRs, in and with respect to the Intellectual Property developed by the Contractor during his/her performance of Services under this Agreement, free from all encumbrances of any kind, including renewal or extension of any such term without additional compensation.
6.4 All materials, including without limitation any ideas, concepts, or notes including all alterations thereof, which are developed by the Contractor in the process of performing the Services, or relate to the Services and Confidential Information and/or Intellectual Property or any of the above are and shall be treated as the sole, exclusive property of the Company, and shall be returned by Contractor to the Company promptly at the Company’s request, together with any and all copies thereof.
7.1 Obligations with respect to Confidentiality: During the term of this Agreement and for a period of two (2) years after the termination of this Agreement, each party acknowledges and agrees that it and its group companies (“Receiving Party”) shall not use or disclose to anyone, other than officers, employees or representatives of the Receiving Party with a need to know for purposes of this Agreement, any Confidential Information disclosed to the Receiving Party by the other party and its group companies (“Disclosing Party”). For purposes of this Agreement, the term “Confidential Information” shall be deemed to mean and include all such information, material and data of one party (the “Disclosing Party”) or its clients (i) labelled or designated in writing as confidential or proprietary, (ii) which the other party or its employees, agents or representatives (the “Receiving Party”) are advised is proprietary or confidential or (iii) which, in view of the nature of such information and/or the circumstances of its disclosure the Receiving Party knows or reasonably should know is confidential or proprietary, and solely by way of illustration and not in limitation shall include the following: information, whether furnished during discussions preceding this Agreement or after its execution, relating to financial data, plans, forecasts, intellectual property, methodologies, algorithms, agreements, market intelligence, technical concepts, client information, strategic analyses, internal developments, publications, accountings or any other activities conducted or planned by either party; provided, however, that the confidentiality obligations herein shall not apply to any such information (i) which is or becomes publicly known through some non-confidential source other than the Receiving Party and without any fault of or participation by the Receiving Party, (ii) was in Receiving Party’s possession prior to the time it was received from Disclosing Party or came in Receiving Party’s possession thereafter, in each case lawfully obtained from a source other than Disclosing Party and not subject to any obligation of confidentiality or restriction on use, or (iii) is required to be disclosed by court or governmental order or process or operation of law, in which event, the Receiving Party shall, whenever reasonably practicable, notify the Disclosing Party of the requirement of disclosure before making such disclosure; or (iv) is independently developed by the Receiving Party by persons not having exposure to Disclosing Party’s Confidential Information.
7.2 Ownership of Confidential Information: Confidential Information shall remain the exclusive property of the Disclosing Party, and no patent, copyright, trademark, or other proprietary right is licensed, granted, or otherwise transferred by this or any disclosure of Confidential Information to the Receiving Party. No warranties of any kind are given for the Confidential Information disclosed under this Agreement.
7.3 Return or Destruction of Confidential Information: Receiving Party agrees to return to the Disclosing Party, or to destroy, any and all Confidential Information received pursuant to this Agreement, together with all copies that may have been made, promptly upon request of the Disclosing Party or, if not requested earlier, upon termination of this Agreement. Upon return or destruction of Confidential Information or any copies thereof, the Receiving Party shall certify in writing to the Disclosing Party that such destruction has occurred.
7.4 Right of Equitable Relief: Contractor acknowledges that any use or disclosure of the Company’s Confidential Information in a manner inconsistent with the express provisions of this Agreement may cause the Company irreparable damages for which an adequate remedy at law may not be available. Therefore, Company may be entitled to seek all remedies that may be available under equity, including immediate injunctive relief, in addition to whatever other remedies may be available at law.
7.5 The Company’s systems shall be accessed by Contractor for the sole purposes of evaluating, monitoring, and maintaining data and network integrity and security for the purpose of performing his/her Services only.
8.0 TERM AND TERMINATION
8.1 This Agreement shall take effect immediately from the Effective Date and continue to remain in full force and effect for the period in which the Contractor retains an active Premium membership status and is eligible to participate in the Elamant Independent Contractor Program (“Term”), unless terminated earlier in accordance with the terms of this Agreement.
8.2 Notwithstanding anything contained anywhere else in this Agreement, the Company expressly reserves the right to unilaterally terminate this Agreement in any of the following circumstances:
a. Contractor fails to perform his/her obligations in accordance with this Agreement, and such failure further remains uncured for five (5) days from the date of receipt of notice provided by the Company.
b. Any material breach of the covenants, representations, and warranties, or other provision of Services as contemplated in the Agreement, which remain uncured for a period of five (5) days from the date of receipt of notice provided by the Company.
c. Any act done by the Contractor which is prejudicial to the interests of Company and/or its affiliates and/or non-compliant with any applicable state, federal, or international laws, in which case the Company has the right to terminate this Agreement immediately without notice.
8.3 At will. Either party may terminate this Agreement at any time, for any reason or no reason, by written notice to the other in compliance with all applicable laws.
8.4 Effect of Expiration or Termination. Upon the expiration or termination of this Agreement for any reason:
8.4.1 Each party will be released from all obligations to the other arising after the date of expiration or termination, except that expiration or termination of this Agreement will not relieve the Contractor of the Contractor‘s obligations under Sections 3, 4, 6, 7, and 9 hereof, which shall survive expiration or termination of this Agreement, nor Elamant from its obligations to pay the Contractor amounts due but not then paid, nor will expiration or termination relieve the Contractor or Elamant from any liability arising from any breach of this Agreement; and
8.4.2 The Contractor will promptly notify Elamant of all Confidential Information, including but not limited to all written and digital materials in the Contractor‘s possession and, in accordance with Elamant’s instructions, will promptly return to Elamant all such Confidential Information and materials and not keep any copy or record of same.
8.4.3 Upon termination prior to the expiration date, Elamant will pay the Contractor a pro–rata adjusted fee for the Services performed.
9.1 To the maximum extent permitted by applicable law, the Contractor agrees to fully defend, indemnify, and hold Elamant harmless from and against all claims, damages, losses, and expenses, including court costs and reasonable fees and expenses of attorneys, expert witnesses, and other professionals, arising out of or resulting from:
9.1.1 Any action by a third party against Elamant associated with the Services agreed to, and through the negligence of the Contractor to the extent based on any claim that any Services performed under this Agreement, or their results, to Contractor‘s knowledge (i) infringe a copyright or other proprietary rights, and/or (ii) violate a trade secret of such of such third party; and
9.1.2 Any action by a third party to the extent based on any negligent conduct of the Contractor, which results in any of the following and for which such tribunal determines the Contractor to be liable to Elamant under applicable laws: (i) any bodily injury, sickness, disease or death; or (ii) any injury or destruction to tangible or intangible property (including computer programs and data) or any loss of use resulting there from; (iii) any wilful acts against Elamant, or (iv) any violation of any statute, ordinance or regulation.
9.2 To the extent determined by a court of competent jurisdiction, not subject to further appeal, Elamant will fully defend, indemnify, and hold Contractor harmless from and against all claims, damages, losses, and expenses, including court costs and reasonable fees and expenses of attorneys, expert witnesses, and other professionals, arising out of or resulting from:
9.2.1 Any action by a third party against Contractor to the extent based on any claim that any Services performed under this Agreement, or their results, to Elamant’s actual acknowledge (i) infringe a copyright or other proprietary rights, and/or (ii) violate a trade secret of such third party; and
9.2.2 Any action by a third party to the extent based on any grossly negligent conduct of Elamant, which results in any of the following and for which such tribunal determines Elamant to be liable to Contractor under applicable laws: (i) willful acts against Contractor, (ii) failure to provide compensation for services as agreed to, or (iii) any violation of any statute, ordinance or regulation.
10.1 Force Majeure. Neither Party shall be liable to the other Party for any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature or acts of God, riots, strikes, civil disorders, quarantine restrictions, epidemics, pandemics, or any other cause beyond the reasonable control of such Party (“Force Majeure”); provided the non-performing Party (i) gives prompt written notice of such Force Majeure event, (ii) is without fault in causing such default or delay, and (iii) such default or delay could not have been prevented by reasonable precautions and could not reasonably be circumvented by the non-performing Party through the use of alternate sources, workaround plans or other means. The time for performance for the non-defaulting Party’s obligations under this Agreement will be extended as necessary, without penalty or liability to such Party, for the same period of time as the delay.
10.2 Relationship. The arrangement between the Parties under the Agreement has been entered into on a principal-to-principal basis and does not create, and is not intended to create, any employee-employer relationship between the Parties. Nothing contained in the Agreement shall be deemed to create any express or implied partnership or joint venture between the Parties or create any employment or relationship of principal and agent. Neither of the Parties shall have any right, power or authority to enter into any agreement for or on behalf of, or to incur any obligation or liability for and on behalf of, or to otherwise bind, the other Party except to the extent specifically provided for in this Agreement.
10.3 Entire Agreement. This Agreement, and any annexures, duplicates, or copies, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties, preceding the date of this Agreement.
10.4 Amendments. This Agreement may be amended only by written agreement duly executed by an authorized representative of each Party.
10.5 Assignment. Neither Party can assign the rights and obligations under this agreement without the prior written consent of the other Party.
10.6 Severability. If any provision or provisions of this Agreement shall be held unenforceable for any reason, then such provision(s) shall be modified to reflect the parties intention, and all remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement.
10.7 No Waiver. Any failure or delay in exercising any right, power or privilege with respect to this Agreement by the Party will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege by any Party will not be presumed to preclude any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.
10.8 Dispute Resolution, Governing Law and Jurisdiction.
a. Any dispute arising out of or in relation to this Agreement shall be referred to and finally resolved by a sole arbitrator appointed with the mutual consent of the Parties. The arbitration proceedings shall be conducted in the State of Texas, USA, in accordance with the laws of the State of Texas, USA, as amended from time to time. The decision of the arbitrator shall be final and binding on the Parties.
b. The arbitration proceedings shall be conducted, and the award shall be rendered in the English language. The seat of arbitration shall be in Collin County in the State of Texas, USA. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas, USA, without regard to its principles of conflict of laws and subject to the arbitration agreement contained herein. The Parties agree to consent to exclusive jurisdiction of the courts in Collin County, State of Texas, USA. Neither Party will claim lack of personal jurisdiction or “forum non conveniens” in these courts.
10.9 Notice. Any notice, demand, or request with respect to this Agreement shall be in writing and shall be effective only if it is delivered by personal service, by air courier, or by email to the address set forth above. Such communications shall be effective when the addressee receives them.
10.10 Complete Understanding; Modification. This Agreement, together with Annexures “A” and “B” hereto, constitutes the complete and exclusive understanding and agreement of the Parties and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof. Any waiver, modification, or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of the Parties hereto.
IN WITNESSES WHEREOF, the Parties have caused this Agreement to be executed and entered into as of the date of electronic signature of this Agreement (“Effective Date”).
Elamant Independent Contractor Program
Details of Services
1.0 Supporting Policies, Procedures, and Terms
- Elamant Policies and Procedures v5.0
Elamant has adopted a unique and innovative 2-part Compensation Program. This program enables Premium Members to earn a direct commission for referring up to 3 members, and to earn hourly compensation for the services they provide for the Company. The Elamant Compensation Program comprises two separate parts: (1) the Founder Program, and (2) the Consultant Program.
2.1 Founder Compensation Program
Premium Members may be rewarded with a direct sales commission by the company by personally sponsoring individuals to join Elamant as a Premium Member.
How to Qualify for Founder:
- Must be an Active Premium Member
- Must personally sponsor at least one (1) other Premium Member
Once qualified, the qualified Member will receive an instant direct sales commission of $33 USD paid to the Pending section of the EWallet. The commission will be released from ‘Pending’ status after 2 weeks from the initial day of sponsorship. The qualified Member may earn a direct sales commission for up to 3 directly sponsored members totaling $99 USD maximum ($33 each) per membership cycle. A Founder may choose to enroll more Premium Members, but will only earn direct sales commission on three (3) Active Premium Members at one time.
A Founder may continue to earn a recurring commission every cycle that his/her direct Premium Member (or Members) stay active.
2.2 Consultant Compensation Program
One of the key goals of Elamant is to provide our Members with the opportunity for professional growth and development. This has the benefit of turning our Members into a skilled pool of professionals and allows Elamant to run as a distributed company, like many new firms in the “gig” economy (Gig workers are independent contractors, online platform workers, contract firm workers, on-call workers, and temporary workers. Gig workers enter into formal agreements with on-demand companies to provide services to the company’s clients). As the Elamant network grows, there is opportunity for Members to become Independent Contractors and directly provide essential services and support to Elamant Members and Elamant directly.
As Elamant Consultants take on more responsibility, sponsor more Members, and see their team grow, they may qualify for different Service Levels of engagement as an Independent Contractor. The Service Level determines both the hourly rate Elamant will pay the Consultant for work performance and the total volume of work eligible to the Consultant for assignment (i.e. hours per week).
As a Consultant, a variety of tasks and obligations can be assigned. Some examples of the type of work assigned to Consultants include:
- Training. Elamant tasks its Contractors with ensuring that Elamant Members fully understand Elamant’s programs, systems, interface, and rules. This could include training new Members on correctly navigating the Elamant Learning system and showing them how to start their pre-assessment to ensure they have courses that fit their current skill level and learning needs. Consultants at higher Service Levels, or who have received additional specialized training, may also train other Consultants in their duties.
- Customer and Member Support. Rather than maintain a large customer support staff, Elamant Consultants act as the primary support for Members with questions, concerns, or issues relating to their Elamant Membership.
- Continuous Education. By completing leadership and professional development training courses through our Business Center, a Consultant may be able to claim these hours for CPE credits and ongoing Consultant certification.
- Translation and local language support. Elamant has Members worldwide, and we rely on our local Consultants to help with everything from translating Company materials and documents to providing customer support to non-English speakers.
3.0 Service Levels
Refer to Elamant Policies and Procedures v5.0 for a detailed description of all Service Levels associated with the Elamant Independent Contractor Program, from Founder to Elamant Executive.
In compliance with Elamant Policies and Procedures v5.0, the Contractor performing Services under the “Consultant Compensation Program” shall submit a weekly timesheet via the Elamant Member Portal detailing date of Services performed, service type of Services performed, a detailed description of Services performed, a Member ID for whom Services were performed, and duration of time for Services performed.
In compliance with Elamant Policies and Procedures v5.0, the Contractor performing Services under the “Consultant Compensation Program” shall be paid weekly into their Member EWallet in accordance with the Company approval and verification process for approved Services. The Contractor may process a withdrawal request in accordance with the Company withdrawal limits by Service Level.
6.0 Continual Education and Qualification
To maintain qualification as a Contractor in the “Consultant Compensation Program”, the Contractor must meet the prerequisite Consultant Compensation Program Certification, and adhere to Company Policies and Procedures in relation to monthly learning paths to achieve requisite CPE (certified professional education) points.
Elamant Independent Contractor Program