Section One: Parties
This Agreement is between the Applicant (“Contractor”) and The Sentry Marketing Group, LLC (the “Company”).
Section Two: Age Qualification
Contractors under the age of 18 are prohibited from accepting and performing assignments for the Company. In addition, certain assignments may require the purchase and consumption of alcoholic beverages. Contractors are further prohibited from accepting assignments requiring the purchase and consumption of alcoholic beverages should you not be of legal age in the jurisdiction in which you reside and where the assignment is to be completed (“legal age”).
By accepting assignments, you affirm that you are 18 years of age or older and that you will not accept assignments involving the purchase and consumption of alcoholic beverages if you are not of legal age. Upon request, you agree to provide a validly issued state identification card, driver’s license, or passport.
Section Three: Independent Contractor Status
- This Agreement requires an understanding and recognition by Contractor of his or her status as an Independent Contractor. Although not meant to be an exhaustive list, Contractor understands and agrees to the following:
- Contractor will not be considered an employee of the Company for any reason.
- Contractor may not file a wage claim with any state agency.
- The Company does not provide any type of workman’s compensation or health, automobile, life, or other property and casualty insurance to Contractor.
- Company will not be responsible for any of Contractor’s automobile accidents, on-site assignment accidents, illness or personal injuries that Contractor sustains or causes before, during, or after Contractor performs his or her assignment.
- The Company will provide all tax reporting documents to Contractor and to all appropriate tax reporting authorities, including the Internal Revenue Service as required by local, state, and federal law.
- Contractor will be solely responsible for reporting and paying his or her applicable taxes. The Company will not provide Contractor with any tax-related advice and urges Contractor to obtain his or her own competent counsel in this regard.
- Contractor shall have no power, express or implied, to bind the Company in any manner.
- Contractor is under no obligation to accept assignments.
Section Four: Description of Assignments
GENERAL NATURE OF WORK: Contractor agrees to visit shop Company’s client’s establishment or otherwise interact with Company’s client’s staff (web, telephone) and accurately and honestly document his or her factual experiences as a customer or shopper for given Company’s client and report his or her experiences to Company in a timely fashion (by deadline date established at time of schedule acceptance). Under no circumstances will Contractor reveal that he or she is a “secret shopper,” “mystery shopper,” “customer service evaluator,” or anything of the like for Company.
LOCATIONS OF ASSIGNMENTS: It is understood that Contractor’s services will be rendered at various locations throughout the world (or wherever Contractor states their availability).
HOURS: In the performance of the aforementioned services, the hours Contractor is to work on any given day will be solely up to the Contractor as long as it is within the parameters of the assignment, and Company will rely upon Contractor to timely fulfill his or her responsibility upon accepting an assignment.
TIMELINESS: Contractor explicitly understands that Contractor’s review of all accepted assignments must be submitted to the Company in a timely fashion as outlined in the parameters of each assignment guideline. The Company’s clients rely on current reviews to make many administrative and executive decisions, none of which can be utilized with out-of-date reports. Reports submitted past the assignment deadline (for the initial submission of the report) or past the deadline set by the editor (for reports that are returned to the Contractor for revision or clarification) may be subject to a reduction of the fee and/or reimbursement OR rejection of the report. The decision to accept, reject or asses a fee/reimbursement deduction for a past due report is at the sole discretion of Company.
ACCURACY: Contractor explicitly understands that Contractor’s reports must be based on what was experienced and observed during their assignment and that no part of their report may be fabricated for any reason.
RELIABILITY: Assignments may be based on deadlines and/or rotations set by the Company’s clients. Last minute cancellation of assignments and/or non-submission of reports has a detrimental impact on the Company’s business. Company reserves the right, at it’s sole discretion, to assess a $25 reschedule fee for the cancellation of any assignment without at least 48 hours notice. The reschedule fee may be deducted from any outstanding monies out to Contractor for completed assignments or it may be deducted from future fees and reimbursements.
Section Five: Pay
The Company will pay Contractor per assignment, following the timely submission of all necessary documents as set out in assignment guidelines. The rate and type of pay varies with each assignment. All of this information would be disclosed upon scheduling the assignment.
By accepting assignment, Contractor is agreeing to perform said assignment for the compensation published with the assignment.
Contractor acknowledges that Contractor’s failure to timely submit an assignment according to Company standards and the guidelines for each assignment may cause Contractor’s compensation to be reduced or eliminated in the sole discretion of the Company. Contractor will not receive fees and reimbursement of costs incurred for assignments that have been rejected by the Company.
Section Six: Non Disclosure / Conflict of Interest / Injunctive Relief
- Contractor explicitly understands that all data collected during an assignment, including everything that they observe and experience, is completely confidential and that the data is the property of the Company. .
- Contractor may not disclose the details of their experience with Company in any manner, using their real name or an assumed name, in any public or private forum, website, written or electronic communication without the prior written permission of Company. This includes, but is not limited to, all social media websites, forums, podcasts, newspaper, magazine, radio interviews, television interviews, user review websites, social networking websites, and any verbal or nonverbal conversation.
- Contractor will not disclose Confidential Information (as hereinafter defined) of the Company to any person, firm, company, association, or other entity for any reason or purpose whatsoever, without the written consent of the Company.
- Confidential information, as that term relates to this Agreement, means all details, including what is experienced and what is observed, during the Contractor’s mystery shopping assignment. In addition, all non-public information concerning the Company’s proprietary information, including but not limited to functional and technical data and specifications, trade secrets, know-how, products, services, customers, or other proprietary business information disclosed to you, either directly or indirectly, in writing, orally or otherwise by the Company or any of its advisors.
- Nondisclosure applies regardless if a submitted shop (report) is published to the client.
CONFLICT OF INTEREST:
Contractor acknowledges that he or she must give independent, objective feedback in a report. As such, if at any time Contractor becomes employed or has a relative or friend that is employed by the Company’s client for which the Contractor has accepted an assignment, the Contractor agrees to immediately decline the assignment and notify the Company in writing of such conflict of interest.
Contractor acknowledges that the Company will suffer immediate and irreparable harm that cannot accurately be calculated in monetary damages should Contractor disclose the Company’s Confidential Information or disclose or threaten to disclose to the Company’s client that Contractor is a “secret shopper” or is otherwise working for the Company. The parties further agree that the Company’s remedy at law for any such breach would be inadequate. Therefore, the parties agree that Company shall be entitled immediately to temporary or permanent injunctive relief to stop such a violation. This injunctive relief shall be in addition to any other legal or equitable relief the Company is entitled to receive. If injunctive relief is granted, Contractor agrees to reimburse the Company for its associated court costs and reasonable attorneys’ fees.
Section Seven: Indemnification / Hold Harmless
Contractor shall indemnify Company and hold Company harmless from and against any and all liability, claims, demands, damages, expenses, fees, costs, fines, penalties, suits, proceedings, actions and causes of action (including without limitation all reasonable attorneys’ fees and expenses incurred by Company) arising out of or relating to, directly or indirectly, any accident or incident associated with Contractor carrying out his or her performance of an assignment and Contractor’s breach of this Agreement.
Section Eight: Disputes
If a dispute arises, the parties will try in good faith to settle it through mediation conducted by a mediator to be mutually selected. The parties will share the costs of the mediator equally. Each party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute.
If mediation produces no agreement the matter will proceed to binding arbitration to be held in Frisco, Texas by a duly qualified arbitrator of the American Arbitration Association to be conducted in accordance with the Commercial Arbitration Rules of the AAA, as then amended and in effect, and such rules shall be interpreted and applied and questions regarding the arbitration process not resolved under such rules shall be determined in accordance with the Texas General Arbitration Act, or its successor statute. If the parties cannot select a mutual arbitrator, each party will select an arbitrator, and those arbitrators will select an arbitrator conforming with this Agreement. Costs of arbitration, including attorneys’ fees, will be allocated by the arbitrator.
Judgment on the arbitration award may be entered in any court that has jurisdiction over the matter.