INDEPENDENT CONTRACTOR AGREEMENT
THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is dated this ________ day of
55 River Road Nyack, NY 10960
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in
this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the
Sportspal and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement)
agree as follows:
TERM OF AGREEMENT
The Sportspal is of the opinion that the Contractor has the necessary qualifications, experience and
abilities to provide services to the Sportspal.
A.The Contractor is agreeable to providing such services to the Sportspal on the terms and conditions
set out in this Agreement.
B.The Sportspal hereby agrees to engage the Contractor to provide the Sportspalwith the
following services (the "Services"):
• Personal shopping and/or delivery services..
1.The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees
to provide such Services to the Sportspal.
2.The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full
force and effect indefinitely until terminated as provided in this Agreement.
3.In the event that either Party wishes to terminate this Agreement, that Party will be required to provide
four days' written notice to the other Party.
4. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-
defaulting Party against all reasonable damages.
6. This Agreement may be terminated at any time by mutual agreement of the Parties.
Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the
termination of this Agreement.
7. You may terminate this Agreement at any time upon written (including email) notice to . If your
termination of this Agreement results in your failure to complete an accepted Delivery Opportunity in
accordance with the terms set forth in this Agreement, you may be subject to liability for any and all
damages resulting therefrom.
8. Sportspal may immediately terminate this Agreement, upon written (including email) notice to you
in the event you engage in a material breach of the terms of this Agreement, including, but not limited to, any act that violates Sportspal Full Service Shopper Account Access Guidelines, such as when you:
A. Cause a safety issue;
B. Violate applicable local, state, or federal laws or applicable guidance;
C. Fail to meet acceptable standards of service with respect to the end result of the Services as specified by the customer;
D. Repeatedly fail to deliver on time or repeatedly fail to deliver complete orders;
E. Fail your background checks after signing this Agreement;
F. Invade customer privacy;
G. Engage in or encourage fraudulent conduct;
H. Misuse or otherwise improperly disclose Confidential Information, or reproduce or prepare derivative
works based on Sportspal platform;
I. Invalidate this Agreement through an improper signature.
9. Sportspal reserves the right to modify the terms of Full Service Shopper Account Access Guidelines
from time to time when Sportspal determines, in its reasonable and good faith business judgment, it
is necessary to do so to ensure the safe and reliable operation of the Sportspal platform. Any such
modifications shall be effective upon posting on the Sportspal Platform, either through the
Sportspal website or in the Shopper App. Your continued use of the Sportspal Platform or
performance of Services after any such changes are posted shall constitute your consent to such
10. Independent Contractor Agreement Page 2 of 13
Notwithstanding anything to the contrary, SportsPal may stop providing access to the
SportsPal Platform, services, or features to you or to users of the SportsPal Platform generally
when SportsPal determines, in its reasonable and good faith business judgment, it is necessary to do
so to ensure the safe and reliable operation of the SportsPal platform. Additionally, the Parties agree
that the contract terminates with no written notice required if either: you do not provide any Services
under the Agreement within 45 consecutive days of executing it; or, after you have started to perform
Services, you do not provide Services for 75 consecutive days. You understand that upon termination of the
Agreement, there is no guarantee of a presentation of a new contract
12. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
13.The Contractor will charge the SportsPal for the Services as follows (the "Compensation"):
• The contractor will received a compensation of 80% of the fee we charge our customers per
individual shopping and delivery the contractor completes.
15. Invoices submitted by the Contractor to the SportsPal are due within 30 days of receipt.
In the event that this Agreement is terminated by the SportsPal prior to completion of the Services
but where the Services have been partially performed, the Contractor will be entitled to pro rata payment
of the Compensation to the date of termination provided that there has been no breach of contract on the
part of the Contractor.
16. The Contractor will not be reimbursed for any expenses incurred in connection with providing the
Services of this Agreement.
17. Confidential information (the "Confidential Information") refers to any data or information relating to the
SportsPal, whether business or personal, which would reasonably be considered to be private or
proprietary to the SportsPal and that is not generally known and where the release of that
Confidential Information could reasonably be expected to cause harm to the SportsPal.
18. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any
Confidential Information which the Contractor has obtained, except as authorized by the
SportsPal or as required by law. The obligations of confidentiality will apply during the Term and will
survive indefinitely upon termination of this Agreement.
19. Independent Contractor Agreement Page 3 of 13
OWNERSHIP OF INTELLECTUAL PROPERTY
RETURN OF PROPERTY
RIGHT OF SUBSTITUTION
All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant
registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress,
industrial design and trade name (the "Intellectual Property") that is developed or produced under this
Agreement, is a "work made for hire" and will be the sole property of the SportsPal. The use of the
Intellectual Property by the SportsPal will not be restricted in any manner.
20. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this
Agreement except with the written consent of the SportsPal. The Contractor will be responsible for
any and all damages resulting from the unauthorized use of the Intellectual Property.
21. Upon the expiration or termination of this Agreement, the Contractor will return to the
SportsPal any property, documentation, records, or Confidential Information which is the property
of the SportsPal.
22. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an
independent contractor and not as an employee. The Contractor and the SportsPal acknowledge that
this Agreement does not create a partnership or joint venture between them, and is exclusively a contract
for service. The SportsPal is not required to pay, or make any contributions to, any social security,
local, state or federal tax, unemployment compensation, workers' compensation, insurance premium,
profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor
is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes
related to payments made to the Contractor under this Agreement.
23. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute
discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor
under this Agreement and the SportsPal will not hire or engage any third parties to assist with the
provision of the Services.
24. In the event that the Contractor hires a sub-contractor:
• the Contractor will pay the sub-contractor for its services and the Compensation will remain
payable by the SportsPal to the Contractor.
• for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of
26. Except as otherwise provided in this Agreement, the Contractor will have full control over working time,
Independent Contractor Agreement Page 4 of 13
methods, and decision making in relation to provision of the Services in accordance with the Agreement.
The Contractor will work autonomously and not at the direction of the SportsPal. However, the
Contractor will be responsive to the reasonable needs and concerns of the SportsPal.
Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own
expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or
parts necessary to deliver the Services in accordance with the Agreement.
27.The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and
after the Term, to engage or contract with third parties for the provision of services similar to the Services.
28.All notices, requests, demands or other communications required or permitted by the terms of this
Agreement will be given in writing and delivered to the Parties at the following addresses:
or to such other address as either Party may from time to time notify the other, and will be deemed to be
properly delivered (a) immediately upon being served personally, (b) two days after being deposited with
the postal service if served by registered mail, or (c) the following day after being deposited with an
55 River Road Nyack, NY 10960
29.Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted
by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective
affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims,
losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any
kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying
party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs
in connection with this Agreement. This indemnification will survive the termination of this Agreement.
1 Subject to compliance with this Agreement, you will have sole discretion over whether to engage
31.Independent Contractor Agreement Page 5 of 13
subcontractors or use employees, assistants or helpers (collectively “Personnel”) to assist in the provision of
Services, and you will be solely responsible for the direction and control of your Personnel.
Notwithstanding the foregoing, you remain liable for the performance of the Services by your Personnel,
and the engagement of Personnel will not release you from any of your obligations under this Agreement.
2 You will require all Personnel performing the Services hereunder to comply with all eligibility
requirements set forth in Sections 1 and 2 above. You acknowledge that, as a prerequisite to performing the
Services, your Personnel will need to consent to background checks, and continued access to the
SportsPal Platform is contingent upon passing the background checks and otherwise complying with
the terms of this Agreement (and any documents incorporated by reference). Before allowing any
Personnel to perform the Services, you agree to make your records demonstrating compliance with the
foregoing requirements available to SportsPal for verification. SportsPal's right to verification
herein does not in any way mitigate or reduce your obligation to ensure your Personnel’s compliance with
the requirements of this Agreement.
3 Any Personnel you engage to assist in the provision of Services will need to access the SportsPal
Platform using their own separate username and password to provide the Services.
4 Payment for Delivery Opportunities accepted by your Personnel will be payable to your Personnel.
Payment for Delivery Opportunities accepted by you that are performed by your Personnel will be payable
to you. You assume full responsibility, and SportsPal will not be responsible, for the payment of any
compensation, benefits and/or expenses to your Personnel (which will be determined in your sole
discretion) or for any payment from your Personnel to you, and for any required state and federal income
tax withholdings, unemployment insurance, and social security taxes related to subcontractors. Unless
required by law, SportsPal will not have any withholding obligations with respect to compensation of
5 As a condition of performing the Services hereunder, any Personnel performing the Services must
execute a separate acknowledgment representing, warranting and agreeing to comply with this Agreement.
You agree to provide a copy of such acknowledgement and/or contract between you and your Personnel to
SportsPal for verification.
6 As further set forth in Section 7 below, you agree to indemnify, defend, and hold harmless
SportsPal, and SportsPal's officers, directors, shareholders, employees and agents, and its or
their successors and assigns, from and against any and all claims, demands, losses, costs, expenses,
obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable
legal fees and costs, that any of your Personnel may assert against SportsPal that result from, or are
related to the performance of the Services, by you or your Personnel, including claims for unpaid wages,
benefits and/or expenses, whether brought under federal, state or local law.
RELATIONSHIP OF THE PARTIES
1 You enter into this Agreement as an independent contractor with a business relationship between you
and SportsPal. You acknowledge and agree that you operate a business separate and distinct from
32.Independent Contractor Agreement Page 6 of 13
SportsPal, and that both you and SportsPal are able to operate your respective businesses
without the other. It is understood that in agreeing to provide Services under this Agreement, Contractor
shall be acting and shall act at all times as an independent contractor, and not as an employee of
SportsPal for any purpose whatsoever, including without limitation, for purposes relating to taxes,
payments required by statute, or any other withholdings or remittances to any governmental agency or
authority. Under no circumstances shall you look to SportsPal as your employer, partner, joint
venturer, agent, or principal, nor shall this Agreement be construed to establish any such relationship. YOU
SHALL NOT BE ENTITLED TO ANY EMPLOYEE BENEFITS ACCORDED TO SportsPal's
EMPLOYEES, INCLUDING BUT NOT LIMITED TO, WORKERS’ COMPENSATION, DISABILITY
INSURANCE, HEALTH INSURANCE, VACATION, OR SICK PAY. You further acknowledge that this
Agreement does not create any employer-employee relationship between a third party retailer and yourself,
and that you are not entitled to any benefits, including but not limited to, Workers’ Compensation
coverage, afforded to any employees of a third party retailer.
2 SportsPal is interested only in the results to be achieved by you under this Agreement. You shall be
solely responsible for determining the manner and method of performing all Services under this
Agreement, and achieving the desired results, in a lawful and safe manner. SportsPal shall have no
right to control, oversee, or supervise you in the performance of the Services under this Agreement. Nor
shall SportsPal have a right to control, oversee, or supervise any Personnel you engage to assist you
in the provision of the Services under this Agreement. You acknowledge that SportsPal does not
provide or require training as to the performance of the Services under this Agreement.
3 ON A CONTINUING BASIS, YOU SHALL BE SOLELY RESPONSIBLE FOR, AND TO THE EXTENT
REQUIRED BY LAW:
A. SECURING AND PAYING FOR WORKER'S COMPENSATION INSURANCE;
B. SECURING AND PAYING DISABILITY INSURANCE, HEALTH INSURANCE, AND/OR OTHER
C. SECURING AND PAYING UNEMPLOYMENT OR OTHER SIMILAR INSURANCE
D. SECURING AND PAYING ALL NECESSARY LIABILITY INSURANCE FOR YOU AND ANY
E. SECURING AND PAYING FOR AUTOMOBILE INSURANCE IN COVERAGE AMOUNTS
CONSISTENT WITH LEGAL REQUIREMENTS, INCLUDING ANY REQUIRED NO FAULT
AUTOMOBILE INSURANCE OR COMMERCIAL LIABILITY INSURANCE; AND
F. WITHHOLDING INCOME AND REPORTING WAGES, OTHER SIMILAR TAXES, OR SOCIAL
SECURITY, ON BEHALF OF YOURSELF AND ANY PERSONNEL AS LEVIED AND/OR REQUIRED
BY ANY FEDERAL, STATE, LOCAL, OR ANY OTHER GOVERNMENTAL AUTHORITY.
Independent Contractor Agreement Page 7 of 13
YOU UNDERSTAND THAT SportsPal DOES NOT PROVIDE ANY INSURANCE LISTED
ABOVE, YOU SHOULD VERIFY WHETHER YOUR AUTOMOBILE INSURANCE COVERS
PERFORMANCE OF YOUR SERVICES, NOT ALL INSURANCE POLICIES COVER SUCH SERVICES,
AND YOU ARE NOT ENTITLED TO RECEIVE SUCH INSURANCE COVERAGE FROM
SportsPal. YOU FURTHER UNDERSTAND THAT ITEMS LISTED IN THIS SECTION (FOR
EXAMPLE, COMMERCIAL AUTOMOBILE INSURANCE) MAY BE REQUIRED IN YOUR
JURISDICTION, AND YOU AGREE THAT IT IS YOUR RESPONSIBILITY TO DETERMINE IF ANY
OF THE ABOVE IS REQUIRED. YOU AGREE TO ABIDE WITH ALL APPLICABLE LAWS, STATUTES,
AND REGULATIONS AS THEY RELATE TO THIS SECTION.
SportsPal shall not be liable for any penalties, levies, fines and/or fees, which may be imposed if such
taxes and/or other contributions are not paid by you. You further agree that you shall defend, indemnify,
and hold SportsPal and its affiliates, and their respective officers, directors, shareholders, employees,
agents, successors and permitted assigns thereof harmless for any and all judgments, levies, fines, costs,
penalties, assessments or fees associated with such required payments, or with respect to any demand or
claim related in any way to any failure to declare, collect, remit, and/or pay on a timely basis all such taxes
and related amounts.
4 You have no authority to make promises, agreements, or otherwise make commitments on
5 Nothing herein will preclude you from providing services to any other business, including a business
directly competing with SportsPal. You may represent, perform services for, or be employed by, any
third persons or companies as you see fit, provided that such services do not hinder the performance of the
Services under this Agreement. It is also an express violation of the terms of this Agreement to sign up for
the SportsPal Platform for the purpose of providing information about SportsPal's Platform or
its operations to any of SportsPal's competitors or for the purpose of providing SportsPal's
competitors with a competitive advantage against SportsPal in any way.
6 SportsPal does not guarantee the availability of the SportsPal Platform. You understand that
the SportsPal Platform may be unavailable at any time and for any reason. The SportsPal
Platform may be subject to delays, and SportsPal is not responsible for any delays, damages, or losses
resulting from the delays.
CONTRACTOR'S REPRESENTATIONS AND INDEMNITIES
1 You represent and warrant that:
A. You have the full power and authority to enter into this Agreement and to perform your obligations
B. You will comply, and will cause your Personnel to comply, with all applicable laws in your performance
of this Agreement, including without limitation all applicable anti-corruption, anti-money laundering,
33.Independent Contractor Agreement Page 8 of 13
export control, and trade sanctions laws;
C. You and your Personnel have and will maintain at all times the qualifications, licenses, registrations,
insurance, and other governmental authorizations necessary to perform the Services;
D. You and your Personnel possess the appropriate skills to perform the Services in a competent, safe, and
professional manner, in accordance with industry standards and applicable law; and
E. Neither you nor any of your Personnel are (i) identified on any of the restricted party lists maintained by
the U.S. Government, including the U.S. Department of the Treasury’s Specially Designated Nationals and
Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, and the
U.S. Department of Commerce’s Denied Persons List, Unverified List, and Entity List (the “Restricted Party
Lists”), or (ii) owned, controlled, or employed, directly or indirectly, by one or more parties identified on
any of the Restricted Party Lists.
2 You agree that you shall and do hereby indemnify, defend, and hold harmless SportsPal, and
SportsPal's officers, directors, shareholders, employees and agents, and its or their successors and
assigns, from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities,
damages, recoveries, and deficiencies, including interest, penalties, and reasonable legal fees and costs, that
any of the foregoing persons or any other persons may incur or suffer and that result from, or are related to:
(a) the performance of the Services, including by you or your Personnel; (b) any breach or failure by you or
your Personnel to perform or abide by any of the representations, warranties, and agreements set forth in
this Agreement or incorporated by reference; (c) your or your Personnel’s violation of any law or the rights
of a third party, including a customer, retail partner, or any individual associated with a retail partner, as a
result of your own or your Personnel’s interaction with such third party; (d) any allegation that any
materials that you or your Personnel use in carrying out the Services infringe or otherwise violate the
copyright, trademark, trade secret, or other rights of any third party; (e) your or your Personnel’s
ownership, use or operation of a motor vehicle or passenger vehicle, including during your or your
Personnel’s provision of Services; and/or (f) any other activities in connection with the Services or the
actions of your Personnel. This indemnity shall be applicable without regard to the negligence of any party,
including any indemnified person. You agree that SportsPal is not responsible for any loss, damage
or depreciation that may occur to your or your Personnel’s equipment, including but not limited to your or
your Personnel’s vehicle.
3 ON A CONTINUING BASIS, YOU SHALL BE RESPONSIBLE FOR:
A. MAINTAINING A VALID DRIVER’S LICENSE AND BEING MEDICALLY FIT TO OPERATE A
B. MAINTAINING ANY OTHER REQUIRED LICENSES, REGISTRATIONS, INSURANCE, AND
PERMITS USUAL OR NECESSARY FOR PERFORMING THE SERVICES;
C. OWNING OR HAVING THE LEGAL RIGHT TO OPERATE THE VEHICLE YOU OR YOUR
Independent Contractor Agreement Page 9 of 13
PERSONNEL USE WHEN PROVIDING SUCH SERVICES; and
D. DRIVING SAFELY AND NOT ENGAGING IN UNSAFE BEHAVIOR, INCLUDING BEING UNDER
THE INFLUENCE OF ALCOHOL OR DRUGS WHILE DRIVING.
You agree to provide, upon our request, proof of insurance coverage, valid licenses, valid vehicle
registration, and your criminal or driving record, provided SportsPal can request this information
under applicable law.
4 You will be solely responsible for procuring all equipment, supplies, tools, and/or instrumentalities that
are necessary to perform the Services and obligations under this Agreement. You agree that while
providing Services using the SportsPal Platform, you will maintain the latest version of the Shopper
App. You agree that by downloading and using the Shopper App, you are bound by any future amendments
and additions to information referenced in the Shopper App and the SportsPal Shopper Application
Terms and Conditions, and the ability to continue to use of the Shopper App is consideration for and
consent to such changes.
5 You agree that you will perform the Services in a competent, safe, and professional manner, in accordance
with industry standards, recognizing that the Services are personal to the customer, in order to maximize
customer satisfaction and to achieve the results represented to the customer. You understand that the
Services you provide to the customer create a direct business relationship between you and the customer.
You also agree that repeated cancellation of your commitments to provide the Services results in abuse of
the SportsPal Platform and constitutes a material breach of this Agreement that may result in
termination of the Agreement. You agree to comply with any laws and regulations applicable to the
performance of the Services. You further recognize and agree that customer satisfaction in the Services
provided to the customer are measured, and repeated customer complaints or feedback is a reason to
terminate the Agreement under Section 5, above.
6 You agree that the use of customer information (including but not limited to the identity, address, and
that you have had the opportunity to review this policy through the link provided. You agree that you will
abide by provision constitutes a material breach of this agreement. In particular, you agree that you will not
use the Shopper App to communicate with a customer except to the extent necessary to shop for and/or
deliver the customer’s order, choose customer items at a retailer site, deliver those items, and/or provide
updates on the status of a customer order. Further, while you are free to provide your Services through
other platforms, you may not solicit customers you connected with or gained information about through
the SportsPal Platform for your own delivery or grocery shopping service, or disclose customer
information to any other person or entity. Moreover, you recognize and agree that customer information is
Confidential Information governed by Section 8 of this agreement.
7 You agree to accept communications from SportsPal via, SMS, text message, email, and/or by
telephone, and you agree that such communications do not violate the Telephone Consumer Protection
Independent Contractor Agreement Page 10 of 13
MODIFICATION OF AGREEMENT
TIME OF THE ESSENCE
Act (“TCPA”), the Telemarketing Sales Rule (“TSR”), any implementing regulations of the TCPA or TSR, or
any similar state laws or regulations. You consent to have SportsPal call or text message you on any
day (inclusive of weekends and holidays) and at any time at the phone number(s) you have directly or
indirectly provided to SportsPal, and to the use of an autodialer or a prerecorded or artificial voice to
deliver a message, in connection with your use of the SportsPal Platform, or for any other purposes
including but not limited to telemarketing purposes. In addition, you consent to have SportsPal call
or text message you through the Shopper App on the wireless telephone that you have elected to use to
download and host the Shopper App, and to the use of an autodialer or a prerecorded or artificial voice to
deliver a message for any purposes, including but not limited to telemarketing purposes. This consent is
not required to be provided as a condition of purchasing any property, goods, or services. This consent is
part of the bargained for exchange in this contract and may not be revoked while this Agreement is in
effect. You agree that telephone calls between you and SportsPal or its agents or partners may be
recorded and that you hereby consent to any such recording. You agree not to use SportsPal
customer contact information for any purpose other than provision of the Services. You further agree to
comply with the TCPA, TSR, and any implementing regulations of the TCPA and TSR, as well as any
similar state laws in communicating with SportsPal customers.
8 You agree that, if you accept a Delivery Opportunity that includes an alcohol purchase, you are solely
responsible for ensuring compliance with all federal, state, and local laws and guidance, including but not
limited to ensuring that the individual accepting the order has a valid identification, is 21 years of age or
older, and is not visibly intoxicated.
9 You agree that, if you accept a Delivery Opportunity that includes an item that needs to maintain either a
hot or cold temperature, you will ensure compliance with all federal, state, and local laws and guidance and
deliver the item in a manner that ensures the health and safety of the customer. You further agree that you
will lawfully acquire any equipment, including but not limited to insulated bags, needed to perform the
Any amendment or modification of this Agreement or additional obligation assumed by either Party in
connection with this Agreement will only be binding if evidenced in writing signed by each Party or an
authorized representative of each Party.
34.Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
35.The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations
under this Agreement without the prior written consent of the SportsPal.
36. Independent Contractor Agreement Page 11 of 13
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this
Agreement except as expressly provided in this Agreement.
37. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs,
executors, administrators and permitted successors and assigns.
38. Headings are inserted for the convenience of the Parties only and are not to be considered when
interpreting this Agreement.
39. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and
include the feminine and vice versa.
41. This Agreement will be governed by and construed in accordance with the laws of the State of New Jersey.
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole
or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or
unenforceable parts severed from the remainder of this Agreement.
42. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement
by the other Party will not be construed as a waiver of any subsequent breach of the same or other
43.Independent Contractor Agreement Page 12 of 13
IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this ________
day of ________________, ________.
Per: ____________________________ (Seal)
Officer's Name: __________________________