CUSTOMER SERVICE REPRESENTATIVE AGREEMENT
This Agreement (the "Agreement") is made on December 10, 2023, by and between Ray Family Company Holdings, LLC, (the "Client"), located in, New Braunfels. TX in the County of Comal, and , (the "Customer Service Representative" or "Contractor" or “CSP” or "Independent Contractor") located at , , , .
The Customer Service Representative is secured to provide the services described below at the Client's principal place of business as aforementioned, or from the Contractor's principal place of business, if applicable, as aforementioned. The Customer Service Representative represents that s/he has complied with all Federal, State and local laws regarding business permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Customer Service Representative pursuant to this Agreement, and as such, provides his/her Employer Tax ID Number, . The Customer Service Representative is or shall remain open to conducting similar tasks or services for the Client that may not be listed or described below or for entities other than the Client and thus holds himself or herself out to the public to be a separate business entity.
The Client desires to hire and contract the services of the Customer Service Representative to perform those tasks as set forth herein. The Customer Service Representative assents to this Agreement and to act and perform as Customer Service Representative for the aforementioned Client and is thus willing to do so on the terms and conditions as set forth herein.
NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained within this Agreement, the Parties agree as follows:
INDEPENDENT CONTRACTOR REPRESENTATION
The implementation of this Agreement does not constitute a hiring by either party. It is therefore the intention of the parties that the Customer Service Representative shall maintain an Independent Contractor status and shall not be considered an employee for any purposes, including, but not limited to, the application of the Federal Insurance Contribution Act, Social Security Act, Federal Unemployment Tax Act, provisions of the Federal Internal Revenue Code, State Revenue and Taxations Code relating to income tax withholding, Workers' Compensation Insurance and other benefit payments and third party liability claims.
Therefore, staying within the Scope of Work, the Customer Service Representative shall retain sole and absolute discretion in the manner and means for the carrying out of his/her activities and responsibilities contained herein this Agreement. This Agreement shall not be construed or considered to be a partnership or joint venture, and the Client shall not be held liable for any obligations incurred by the Customer Service Representative, unless otherwise specifically authorized as such in writing. The Customer Service Representative shall not act as an agent or representative of the Client, superficially or otherwise, nor bind the Client in any manner, unless specifically authorized to do so in writing.
RESPONSIBILITIES, DUTIES AND SCOPE OF WORK
The Customer Service Representative herein agrees to devote the necessary amount of time, energy and attention required to satisfactorily complete, conclude and/or archive the following duties/responsibilities:
Customer Service Representative will perform all services listed in individual client SOWs as stated in their Arise Virtual Solutions agent account. These services may be modified at any time based on client needs.
It is expected that the above detailed services, tasks and responsibilities shall be completed by, barring any reasonably unforeseeable circumstances.
FURTHERMORE, the Customer Service Representative shall perform any and all responsibilities and duties that may be associated within the Scope of Work set for above, including, but not limited to, work which may already be in progress or any related change orders. The Customer Service Representative shall have full discretion within the Scope of Work but shall not engage in any activity which is not expressly set forth by this Agreement without first obtaining prior written authorization.
DOCUMENTS, RECORDS OR BOOKS
Any and all documents, records or books which may be related to the Scope of Work, as set forth herein this Agreement, may be maintained by the Customer Service Representative at the Customer Service Representative's principal place of business and open to inspection by the Client during regular working business hours. The documents, records and/or books to which the Client shall be entitled to inspect and receive copies of include, but are not limited to, any and all contract documents, change/purchase orders and work which has been authorized by the Client on existing or any potential project that are related to this Agreement.
WORK SCHEDULE, EQUIPMENT AND SUPPLIES
The Customer Service Representative shall be responsible and answerable to the owner(s) and/or Client; however, the Customer Service Representative shall not be required to follow or establish a regular or daily work schedule, unless otherwise specified herein.
The Customer Service Representative shall supply all necessary equipment, materials and supplies needed to complete the agreed upon Scope of Work. The Customer Service Representative shall not rely solely upon the equipment or offices of the Client for completion of the tasks and duties set forth pursuant to this Agreement. Any directions or advice provided to the Customer Service Representative regarding the Scope of Work shall be considered a suggestion only and not an instruction, and shall be taken into consideration with regards to completion of the herein contained Scope of Work.
The Customer Service Representative shall be entitled to full compensation for the performance of those tasks, responsibilities and/or duties related to the Scope of Work as follows:
Compensation Terms: Payment will not be earned until the Customer Service Representative begins earning revenue based on their client SOW.
Customer Service Representative will not be paid for training and/or client courses unless otherwise stated in the Customer Service Representative's client SOW.
In consideration for the services to be performed by Independent Contractor, the Company agrees to pay the following:
Total Compensation Amount: Service Revenue is determined by the Company per client SOW
Said compensation shall become due and payable to the Customer Service Representative upon receipt of an invoice by the Client and payable pursuant to the following schedule and method:
Compensation Schedule: Payroll is processed bi-monthly on the 15th and the last day of each month. The IBO fee of $49.75 USD will be deducted per invoice from the Independent Contractor’s payment.
The Customer Service Representative acknowledges and recognizes that it shall complete and return to the Client an IRS Form 1099 and related tax statements, and shall be required by law to file corporate and/or individual tax returns, and to pay said taxes pursuant to all provisions of applicable Federal, State and Local laws. The Customer Service Representative herein pledges and agrees to indemnify the Client for any damages or expenses, including any related attorney's fees, and legal expenses incurred by the Client as a result of Customer Service Representative's failure to make such required payments. Upon the Client's reasonable request, the Independent Contract shall provide proof of required tax payments.
BENEFIT RIGHTS WAIVER
The Customer Service Representative herein waives and foregoes any and all right to receive any benefits that may be provided by the Client to its regular employees, including, but not limited to, health benefits, vacation, retirement, profit sharing plans, sick leave, and any 401(k) plans. The Customer Service Representative acknowledges and agrees that if any government agency or court of law claims that the Customer Service Representative is an employee, s/he agrees to waive coverage under these plans. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Customer Service Representative by virtue of his/her agreement with the Client. This waiver is effective independently of the Customer Service Representative's employment status as adjudicated for taxation purposes or for any other purpose.
NON-DISCLOSURE AND NON-COMPETE
Representation and Warranties
The Customer Service Representative represents and warrants that his/her relationship with the Client will not cause or require that s/he breach any obligation to the agreement of or confidence related to any confidential, trade secret and/or proprietary information of any other person, Client or entity. Furthermore, the Customer Service Representative acknowledges that a condition of the relationship is s/he has not brought and will not bring or use in the performance of his or her duties at the premises of the Client any proprietary or confidential information, whether or not in writing, of a former contracted Client without that Client's written permission or authorization. The breach of this condition shall result in automatic termination of the relationship as of the time of the occurring breach.
The Customer Service Representative herein acknowledges that the Client has made, or may make, available to the Customer Service Representative certain business and/or Client information, customer lists, pricing structures, supply sources, techniques, computerized data, maps, methods, product design or information, marketing information, technical data information, benchmarks, performance standards, quality standards information and any other confidential and/or Proprietary Information of, or licensed to, the Client or their Clients/customers, including, without limitation to, trade secrets, inventions, patents and copyrighted materials, collectively known as the "Confidential Material." The Customer Service Representative thus acknowledges that this information has economic value, actual or potential value, that is not generally known to the public or to others who could obtain economic value from its disclosure or use, and that this information is subject to a reasonable effort by the Client to maintain its secrecy and confidentiality. Except as otherwise essential to the Customer Service Representative's obligations in accordance with this Agreement, the Customer Service Representative shall not make any such disclosure or divulge any aspect of this Agreement, including the terms and conditions of this Agreement, or any of the Confidential Material. Except as considered essential to the Customer Service Representative's obligations in accordance to his/her relationship with the Client, the Customer Service Representative shall not make any duplication or other copy of the Confidential Material. The Customer Service Representative shall not remove any
Confidential Material or Proprietary Information, property or documents without first obtaining prior written consent or authorization.
The Customer Service Representative, immediately upon the request from the Client, shall return to the Client any and all Confidential Material, Proprietary Information and/or documents. The Customer Service Representative shall notify each person to whom any disclosure has been made that any such disclosure having been made was thus made in confidence and thus such disclosure of such information shall be kept in confidence by that individual, and that said individual shall be legally bound by the provisions of this Agreement. Furthermore, the Customer
Service Representative pledges and agrees not to solicit Customers or potential Customers of the
Client, after the termination of this Agreement, while making use of the Client's Confidential Material.
USAGE OF CLIENT TRADEMARK OR LOGO
Any and all allowable use by the Customer Service Representative of Client Trademarks and/or Logo shall inure to the Client's benefit, under the Client's control, and may be terminated by the Client at will without notice and for any reason. The Customer Service Representative agrees that s/he shall not challenge, directly or indirectly, the validity of the Client's Trademark or Logo or the Client's ownership of said Trademark and/or Logo. The Customer Service Representative shall not make use of the Client Trademark and/or Logo on any internet website and, furthermore, shall not register or use any domain names, meta tags, search engine keywords, hidden texts or URLs that may include any of the Client Trademark and/or Logo without first obtaining the Client's prior written approval.
RETURN OF CLIENT PROPERTY
Upon the termination of this Agreement, or as per the request of either party, each party shall promptly and immediately deliver to the other party any and all property in its possession or under its care and control belonging to the other party, including but not limited to, proprietary information, customer names and lists, trade secrets, intellectual property, computers, equipment, pass keys, Client identification, tools, documents, plans, recordings, software, and all related records and/or accounting/financial information.
Both the Customer Service Representative and the Client agree to maintain separate financial accounts with regards to all expenses related to performing the Scope of Work. The Customer Service Representative shall be solely responsible for payment of all his/her out of pocket expenses incurred pursuant to this Agreement unless otherwise provided in writing by the Client. The Customer Service Representative agrees to execute and deliver any agreements and documents prepared by the Client and to do all other lawful acts required to establish, document and protect such rights.
During and throughout the course of employment by the Client, and upon the request of and without any compensation other than that which is herein contained and provided, but at no expense to the Customer Service Representative, the Customer Service Representative shall execute any documents and take action which the Client may deem necessary or appropriate to ensure the implementation of all the provisions of this Agreement, including without limitation, assisting the Client in obtaining and/or maintaining any patents, copyrights or similar rights to any Proprietary Information assigned and allocated to the Client.
The Customer Service Representative further agrees that the obligations and undertakings herein stated within this section shall continue beyond termination of employment for any reason by the Client; however, should the Customer Service Representative be called upon for any such assistance after termination of employment, then the Customer Service Representative shall be entitled to fair and reasonable payment in addition to reimbursement of any expenses which may have been incurred at the request of the Client.
TERM AND TERMINATION OF AGREEMENT
This Agreement shall be terminated at the conclusion of the Scope of Work or at will. It may be terminated prior to the completion or achievement of the Scope of Work for reasonable cause by either party. Such termination shall not prejudice any other remedy to which the terminating party may be afforded or entitled, either by law, in equity or in accordance with the terms and conditions contained within this Agreement.
TERMINATION OF AGREEMENT FOR CAUSE
If at any time the Client believes that the Customer Service Representative may not be adequately performing their obligations under this Agreement or may be likely to fail to complete their work/services on time as required by this Agreement, then the Client may request from the Customer Service Representative written assurances of performance and a written plan to correct observed deficiencies in the Customer Service Representative's performance. Any failure to provide such written assurances constitutes grounds to declare a default under this Agreement.
The Customer Service Representative, at such time, shall be deemed to be in default of this Agreement and the Client may, in addition to any other legal or equitable remedies available to the Client, terminate the Customer Service Representative's right to proceed under this Agreement, for cause, should the Customer Service Representative commit a breach of this Agreement and not cure said breach within ten (10) business days of the date of notice from the Client demanding such cure; or if such failure is curable but not within the ten (10) day period required, within such period of time as is reasonably necessary to accomplish such cure. In addition, in order for the Customer Service Representative to avail itself of this time period in excess of ten (10) business days from the date of the notice, the Customer Service Representative must provide the Client a written plan acceptable to and by the Client to cure said breach, and then diligently commence and continue such cure in accordance to the written plan provided.
In the event a termination for cause is determined to have been made wrongfully or without cause, then the termination shall be treated as a Termination for Convenience, and the Customer Service Representative shall have no greater rights than it would have had if a termination for convenience had been effected in the first instance. No other loss, cost, damage, expense or liability may be claimed, requested or recovered.
TERMINATION FOR CONVENIENCE
The Client may terminate performance of the Customer Service Representative's work and/or services under the Agreement pursuant to this paragraph in whole, or in part, whenever the Client shall determine that termination is in their best interest. Termination shall be effected by delivery of a written notice to the Customer Service Representative of termination specifying the extent to which performance of the work and/or services under this Agreement is terminated, and the date upon which termination shall become effective, which shall be no less than Immediately business days from the date the notice of termination is delivered. The Customer Service Representative shall then be entitled to recover any costs expended up to that point plus a reasonable profit, but not other loss, damage, expense or liability may be claimed, requested or recovered.
Except as provided in this Agreement, in no event shall the Client be liable for any costs incurred by or on behalf of the Customer Service Representative after the effective date of the notice of termination. The termination pursuant to the provisions contained within this paragraph shall not be construed as a waiver of any right or remedy otherwise available to the Client.
There is no penalty or fee terminating this agreement with the Company, however, if the Customer Service Representative owes any financial obligations to the Company, the Customer Service Representative will not be released from this agreement until all obligations have been met.
The Customer Service Representative shall be required to treat all Client employees, customers, clients, business associates and partners and other affiliates with complete respect and responsibility. The Customer Service Representative shall be required to comply with all laws, governing their profession, licensing requirements and other laws or regulations that will permit them to complete the Scope of Work.
LICENSING AND WORKERS' COMPENSATION COVERAGE
The Customer Service Representative herein agrees to promptly provide to the Client proof of the necessary licensing status that may be required to perform the Scope of Work in accordance with the terms and conditions of this Agreement and Workers' Compensation Coverage where required by law.
CUSTOMER SERVICE REPRESENTATIVE EMPLOYEES
All persons which have been hired by the Customer Service Representative to assist in the performance of the duties, tasks and responsibilities that are necessary to complete the Scope of Work, shall be considered the employees of the Customer Service Representative, unless otherwise specifically noted in an agreement signed by all parties.
Any and all notices, which may be required hereunder by any party to the other party, shall be executed by either personal delivery in writing, or by mail, registered or certified, postage pre-paid with a return receipt requested. Mailed notices must be addressed to the parties at the addresses herein contained in this Agreement. However, each party may change their address, thus requiring written notice of such change of address in accordance with this section. Any hand delivered notice shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated after five (5) days of mailing. The Customer Service Representative herein agrees to keep the Client informed of any change of business and/or mailing addresses, as well as telephone, facsimile, email, pager number or any other relevant means of contact and communication.
Should any party initiate litigation, arbitration, mediation or any other legal proceeding ("Proceeding") against another party to enforce, interpret or otherwise seek to obtain legal or judicial relief in connection with this Agreement, the prevailing party in said proceeding shall be entitled to recover from the unsuccessful party any and all legal fees, cost, expenses, attorney's fees and any other cost or expense and fees arising from (a) such proceeding, whether or not such proceeding progresses to judgment, and (b) any post-judgment or post-award proceeding, including without limitation, one to enforce any judgment or award resulting from any such Proceeding. Any such judgment or award shall contain a specific provision for the recovery of all such attorney's fees, costs, and expenses, as well as specific provisions for the recovery of all such subsequently incurred costs, expenses and actual attorney's fees.
MEDIATION AND ARBITRATION
In the event that a controversy should arise between the parties to this Agreement which would involve the construction or application of any of the terms, provisions or conditions of this Agreement, a written request of either party served on the other, shall be submitted first to mediation and if the issue cannot be resolved, it shall then proceed to binding arbitration. Mediation or binding arbitration proceeding shall comply with and be governed by the provisions of the American Arbitration Association for Commercial Disputes, unless said Parties stipulate otherwise, or in such proportions as the arbitrator shall decide.
The Customer Service Representative herein acknowledges (1) the unique nature of the protections and provisions established and contained within this Agreement, (2) that the Client shall suffer irreparable harm if the Customer Service Representative should breach any of said protections or provisions, and (3) that monetary damages would be inadequate to compensate the Client for said breach. Therefore, should the Customer Service Representative cause a breach of any of the provisions contained within this Agreement, and then the Client shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce such provisions.
The Customer Service Representative shall defend, indemnify, hold harmless, and insure the Client from any and all potential damages, expenses or liabilities which may result from or arise out of any negligence or misconduct on part of the Customer Service Representative, or from any breach or default of this Agreement which may be caused or occasioned by the acts of the Customer Service Representative. The Customer Service Representative shall also insure that all of its employees and affiliates take all actions necessary to comply with all herein contained terms and conditions established and set forth in this Agreement.
This Agreement shall be considered a separate and an independent document of which it shall supersede any and all other Agreements, either oral or written, between the parties hereto, except for any separately signed Confidentiality, Trade Secret, Non-Compete or Non-Disclosure Agreements to the extent that these terms are not in conflict with those set forth herein.
All parties to this Agreement herein acknowledges that no representation, inducements, promises or other agreements, orally or otherwise, have been made by any party hereto, or by anyone action on behalf of any party hereto, which are not included herein, and that no other agreement, statement or promise not contained within this Agreement shall be valid or binding. Any alteration or modification of this Agreement shall be effective only when done so in writing, signed and dated by all parties hereto.
The Customer Service Representative's obligations with regards to all trade secrets and confidential information, shall continue to be in effect beyond the scope of the relationship as aforementioned, and said obligations shall continue to be binding upon not only the Customer Service Representative, but the spouse, affiliates, assigns, heirs, executors, administrators and/or other legal representatives as well.
NOTICE TO CUSTOMER SERVICE REPRESENTATIVE
The Customer Service Representative acknowledges that this Agreement does not apply to any invention, creation, idea or design for which no equipment, supplies, facility or trade secret information of the Client was used and that was entirely on the Customer Service Representative's own time and:
This Agreement, at the discretion of the parties herein, may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute a single integrated document.
In the event that any provision, clause, sentence, section or other part of the Contract is held to be invalid, illegal, inapplicable, unconstitutional, contrary to public policy, void or unenforceable in law to any person or circumstance, the balance of the Agreement shall nevertheless remain in full force and effect so long as the Purpose of the Agreement is not affected in any manner adverse to either party.
All parties have the option to modify this Agreement, and as such may be modified in writing, approved and executed by the party to this Agreement against whom such modification is sought.
If either party fails to enforce any provision contained within this Agreement, it shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
All parties to this Agreement have reviewed and had the opportunity to revise this Agreement, have had the opportunity to have legal counsel review and or revise this Agreement. The rule of construction that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or of any amendments or exhibits to this Agreement.
JURISDICTION AND VENUE
This Agreement is to be construed pursuant to the current laws of the State of Florida. Jurisdiction and venue for any claim arising out of this Agreement shall be made in the State of Florida, in the County of Broward.
Both the Customer Service Representative and the Client hereby acknowledges that they have received a signed copy of this Agreement.
THE UNDERSIGNED HAVE READ, UNDERSTAND and ACCEPT THIS AGREEMENT, and by signing this Agreement, all parties agree to all of the aforementioned terms, conditions and policies.
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Signed this day of December 10, 2023by:
Customer Service Professional
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Signed by Felicia Ray
Signed On: August 5, 2023
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Document Name: CUSTOMER SERVICE REPRESENTATIVE AGREEMENT
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