This INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is made and entered into effective [effective date], by and between Dog Adventures Northwest, LLC, (“Dog Adventures Northwest”), and the Independent Contractor identified below.
Type of Entity: ☐ Sole Proprietorship/Individual ☐ LLC
City, State, Zip:
Federal Tax ID # (if applicable):
Workers’ Comp Carrier (if applicable):
A. Dog Adventures Northwest provides off leash adventures for dogs in the Portland metropolitan area as well as private training, day camp, boarding, board-and-train, and pet sitting.
B. Dog Adventures Northwest wishes to engage Independent Contractor for Independent Contractor’s special and unique animal care skills for specific tasks for a limited term and limited purposes.
C. Independent Contractor possesses the skills, equipment, and training to provide Dog Adventures Northwest’s services and further Dog Adventures Northwest’s mission.
D. Independent Contractor agrees to be engaged to perform specific tasks for Dog Adventures Northwest as an independent contractor and not an employee.
The Parties agree as follows:
1. SCOPE OF WORK
Independent Contractor agrees to perform the following tasks (check all that apply):
☐ City Adventures (Exhibit “A”)
☐ Country Adventures (Exhibit “B”)
☐ Socialization Adventures (Exhibit “C”)
☐ Pet Sitting (Exhibit “D”)
☐ Day Camp (Exhibit “E”)
☐ Adventure Camp (Exhibit “F”)
☐ Adventure School (Exhibit “G”)
☐ Private Training (Exhibit “H”)
2. INDEPENDENT CONTRACTOR’S RESPONSIBILITIES
Independent Contractor shall:
2.1 Work diligently and use their best efforts to provide services for dogs including one or more of the following: off-leash adventures for dogs, private training, day camp, boarding, board-and-train, and pet sitting. Independent Contractor shall complete the following general requirements before beginning work:
a. Complete Form W-9.
b. Provide Dog Adventures Northwest a copy of car insurance.
c. Either produce evidence of general business insurance coverage or pay $25 to Dog Adventures Northwest to be added as an “additional insured” on its insurance policy.
d. Register LLC with Oregon Secretary of State (recommended).
e. Agree to a criminal background check.
f. Complete an animal first aid course before rendering services under this Agreement and every three years thereafter.
g. Review the Dog Adventures Northwest website including the Terms and Conditions.
h. Read and agree to all text in the trainer portal.
2.2 Abide by all laws, rules, regulations, and interpretations thereof applicable to Independent Contractor's work, and deal in the trade in a fair, ethical, and prudent manner. Independent Contractor shall abide by and conform to and with all federal, state and local laws governing the industry which Dog Adventures Northwest serves. Independent Contractor agrees to conduct their business and regulate their habits so as to maintain and increase the good will and reputation of Dog Adventures Northwest and Independent Contractor.
2.3 Independent Contractor shall be responsible, at Independent Contractor’s expense, for maintaining and providing all reasonable tools, clothing, and devices necessary to complete expected work requirements, including but not limited to a cell phone that supports the Time To Pet App, vehicle, equipment to ensure safe transportation of dogs, spare leashes dog treats, waste bags, first aid supplies, towels, and fresh water when water is not readily available or is unsafe for dogs to drink. It will be at the Independent Contractor’s expense to maintain and obtain all required certifications and business licenses. Independent Contractor is responsible for any necessary business insurance required by Federal or State law.
2.4 Maintain a business location that is separate from Dog Adventures’ business location; this separate business location may be a portion of the Independent Contractor’s residence so long as that portion is used primarily for business.
2.5 Bear the risk of loss related to the business by entering into fixed-price contracts, warranting the services they provide, and purchasing liability insurance.
2.6 Have authority to hire and fire other persons to provide or to assist in providing the services contemplated herein.
2.7 Be responsible for all personal expenses, including, but not limited to, automobile, travel, automobile insurance, food, lodging, license fees, dues, income taxes, withholding taxes and the like, which may result from Independent Contractor being associated with Dog Adventures Northwest.
2.8 Operate an independently established business and represent to the public that Independent Contractor is operating an independently established business.
2.9 Provide services within the animal care industry to at least one other entity or person other than Dog Adventures Northwest within a 12-month period, or, routinely engage in business advertising, solicitation, or other marketing efforts reasonably calculated to obtain new contracts to provide similar services.
3. INDEPENDENT CONTRACTOR STATUS
3.1 This Agreement does not constitute a hiring by either party. Independent Contractor agrees, acknowledges, understands, and represents (i) that they are an independent contractor (and not an employee) with respect to all services provided pursuant to this Agreement and for all purposes, including, without limitation, federal and state tax purposes; (ii) that their classification as an independent contractor for federal tax purposes arises under Section 3121, 3306, and 3401 of the Internal Revenue Code of 1986, as amended (the "Code") and the treasury regulations promulgated hereunder; and (iii) that, as an additional ground for independent contractor classification for federal tax purposes, Independent Contractor qualifies as an independent contractor under Section 3508 of the Code. Independent Contractor further represents that as an independent contractor, that they will file with the appropriate federal and state authorities all required forms and make all required or necessary payments appropriate to the Independent Contractor's status as an independent contractor.
3.2 The parties to this Agreement expressly agree and acknowledge that the relationship created by this Agreement is that of Independent Contractor. Independent Contractor is not entitled to, and expressly waives, any benefits provided, or rights guaranteed, by Dog Adventures Northwest, or any member of Dog Adventures Northwest, or by operation of law, including, but not limited to, liability insurance, disability insurance, paid vacations, sick leave or other leave, retirement plans, profit sharing plans, health plans, “overtime” pay, and the like. Independent Contractor shall not be treated as an employee with respect to the services performed hereunder for federal and state tax purposes and will be issued a form 1099 at year end for tax preparation purposes. Dog Adventures Northwest shall make no deductions or withholdings from any amounts paid to Independent Contractor for any federal or state taxes or FICA and Dog Adventures Northwest shall have no obligations to provide Workers’ Compensation coverage for Independent Contractor. Independent Contractor expressly waives the right to sue Dog Adventures Northwest for any job related injuries. Nothing contained in this Agreement shall be interpreted as creating any relationship (e.g., employer/employee, joint venture, partnership, and/or shareholder) between the two parties other than as set forth in this Agreement.
4.1 Pay if Paid. Independent Contractor expressly agrees that Dog Adventures Northwest is under no obligation to pay Independent Contractor for any services until Dog Adventures Northwest has been paid for the services. Independent Contractor states that it relies primarily on the credit and ability of others to pay and not on Dog Adventures Northwest’s credit or ability. Independent Contractor further expressly accepts the risk that it will not be paid for work performed by Independent Contractor if Dog Adventures Northwest, for whatever reason, is not paid.
4.2 Commission. Dog Adventures Northwest shall compensate Independent Contractor a 75% commission for each service provided.
4.3 Meet and Greet. Dog Adventures Northwest shall pay Independent Contractor $25 for each new client Meet and Greet.
4.4 Tips. Independent Contractor is entitled to 100% of client tips earned.
4.5 Referral Credit. Dog Adventures Northwest will pay Independent Contractor a $50 referral credit for each new client the Independent Contractor brings in.
5.1 Travel Expenses. Independent Contractor shall be responsible for paying all reasonable and necessary travel or related expenses associated with providing services under this Agreement.
5.2 Other Materials. Independent Contractor is responsible for providing all necessary materials including, but not limited to, cell phone that supports the Time To Pet App, vehicle, equipment to ensure safe transportation of dogs, dog treats, spare leashes, toys, first aid supplies waste bags, towels and fresh water when water is not readily available or is unsafe for the dogs to drink.
6. TERM AND TERMINATION OF AGREEMENT
6.1 Term. This Agreement is valid for 12 months. If this Agreement is not terminated or modified by a written agreement signed by both parties, then it will automatically renew.
6.2 Termination for Cause by Either Party. Either party may terminate this Agreement with or without cause at any time upon the giving of 30 days’ advance written notice to the other party.
6.3 Partial Termination for Cause by Either Party. Either party may terminate a service within this Agreement or a particular client within this Agreement with or without cause at any time upon the giving of 30 days’ advance written notice to the other party.
7.1 Confidential Information. Confidential Information includes, but is not limited to, client or customer lists or information, business plans, pricing strategy, products, services, costs, profits, markets, sales, trade secrets, and other information belonging to Dog Adventures Northwest and its clients that are not readily available to the public.
7.2 Non-disclosure of Confidential Information. Independent Contractor agrees that it will not disclose any Confidential Information, directly or indirectly, or use any Confidential Information in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with Dog Adventures Northwest or with express advance written permission from Dog Adventures Northwest. All files, records, documents, specifications, information, letters, notes, customer lists, notebooks, and similar items relating to the business of Dog Adventures Northwest, whether prepared by Independent Contractor or otherwise coming into their possession, shall remain the exclusive property of Dog Adventures Northwest. Independent Contractor shall not retain any copies of the foregoing without Dog Adventures Northwest’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by Dog Adventures Northwest, Independent Contractor shall immediately deliver to Dog Adventures Northwest all such files, records, documents, specifications, information, and other items in its possession or under its control.
7.3 Disclosure is Material Breach. Independent Contractor agrees that the unauthorized disclosure of Confidential Information of Dog Adventures Northwest or its clients may be highly prejudicial to their interests and an improper disclosure of trade secrets. Independent Contractor further agrees that any breach of the terms of this section shall be deemed a material breach of this Agreement.
8.1 Independent Contractor also agrees that in the course of its relationship with Dog Adventures Northwest, Independent Contractor may develop a relationship with Dog Adventures Northwest’s Clients and knowledge of those Clients’ affairs and requirements, and that the relationship of Dog Adventures Northwest with its established clientele will therefore be placed in the Independent Contractor’s hands in confidence and trust. Accordingly, Independent Contractor makes the following additional fair, reasonable, and necessary promises for the protection of Dog Adventures Northwest’s legitimate interests in its Confidential Information and Client relationships.
8.2 Independent Contractor promises that while performing any work for Dog Adventures Northwest and for 12 months immediately after the date of the working arrangement’s termination, Independent Contractor shall not, except on behalf of Dog Adventures Northwest, directly or indirectly, and regardless of the reason for the working arrangement’s termination:
a. attempt in any manner to solicit from any Client business of the type performed by Dog Adventures Northwest or to persuade any Client to cease to do business with or to reduce the amount of business that any such Client has customarily done or is reasonably expected to do with Dog Adventures Northwest, whether or not the relationship between Dog Adventures Northwest and such Client was originally established in whole or in part through the efforts of Independent Contractor;
b. employ as an independent contractor or retain as a consultant, any person who is then or was at any time during the year preceding the date of the termination of the working arrangement between Independent Contractor and Dog Adventures Northwest an independent contractor or employee of Dog Adventures Northwest, or persuade or attempt to persuade any independent contractor of or employee of Dog Adventures Northwest to leave Dog Adventures Northwest or to go to work for anyone other than Dog Adventures Northwest; or
c. render to or for any Client any services of the type rendered by Dog Adventures Northwest.
8.3 As used in this Agreement, the term “Client” shall mean (1) any entity or person who is a client of Dog Adventures Northwest at the time the working arrangement between Independent Contractor and Dog Adventures Northwest is terminated or, if the working arrangement shall not have terminated, at the time of the alleged prohibited conduct (the “Determination Date”); (2) any entity or person who was a client of Dog Adventures Northwest at any time during the year immediately preceding the Determination Date or if the working arrangement shall have terminated, at any time during the year immediately preceding the date of the termination; and (3) any prospective client to whom Dog Adventures Northwest had made a new business presentation (or similar offering of services) at any time during the year immediately preceding the Determination Date, or if the working arrangement shall have terminated, at any time during the year immediately preceding the date of the termination.
9.1 Amendment, Modification and Waiver. This Agreement shall not be amended or modified, nor any part of it be deemed waived, except by a writing signed by both parties.
9.2 Entire Agreement. This Agreement contains the entire agreement and understanding between the parties hereto and may not be amended except by written instrument executed by all of the parties hereto. There are no oral understandings, terms, representations or conditions, and none of the parties hereto have relied upon any representation, expressed or implied, not contained herein. All prior negotiations and understandings are merged into, and superseded in their entirety by, this Agreement. This Agreement shall be binding upon and shall insure to the benefit of the parties hereto and their respective heirs, executors, administrators, personal representatives, successors, and assigns.
9.3 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Oregon.
9.4 Indemnification. Independent Contractor agrees to indemnify and hold harmless Dog Adventures Northwest from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against Dog Adventures Northwest that result from the negligent acts or omissions of Independent Contractor, Independent Contractor's subcontractors, if any, and Independent Contractor's agents. Independent Contractor further agrees that claims made against Dog Adventures Northwest as a result of Independent Contractor's work shall be paid by Independent Contractor alone, and Dog Adventures Northwest may withhold payments to Independent Contractor until such claim has been paid in full.
9.5 Arbitration. Any controversy, claim, or dispute arising out of or relating to this Agreement shall be resolved exclusively by arbitration in Multnomah County, Oregon. Arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of the Arbitration Service of Portland, with one arbitrator designated in accordance with those rules unless the parties provide otherwise by written agreement. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and the issuance of execution for its collection. All such controversies, claims, or disputes shall be settled in this manner in lieu of any action at law or equity. In any such dispute, the prevailing party shall be entitled to its or their attorneys’ fees and costs, in addition to any other relief that may be awarded.
9.6 Survival. Any provision of the Agreement which, by its nature, is intended to bind the parties following termination of the Agreement shall continue in full force and effect until satisfied or performed.
9.7 Severability. The invalidity or enforceability of any particular word, sentence, paragraph, or provision of this Agreement shall not affect the validity or the enforceability of the other words, sentences, paragraphs, subparagraphs or provisions of this Agreement. This Agreement shall be interpreted in all respects as if such invalid or unenforceable parts were omitted.
9.8 Exhibits. Any and all exhibits referenced herein or attached to this Agreement are incorporated by their reference or by their attachment.
9.9 Binding. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, executors, administrators, successors, and assigns.
9.10 Acknowledgement. The parties executing this Agreement have read the entire Agreement and have had the opportunity to seek a review of this Agreement by counsel of Independent Contractor’s choice.
9.11 Duplicate copies. A photocopy or scanned electronic copy of this Agreement shall be as sufficient as an original.
IN WITNESS WHEREOF, the parties hereto have affixed their signatures and seals on the day and year first above written.
DOG ADVENTURES NORTHWEST INDEPENDENT CONTRACTOR
Tax ID Number (if applicable):