Independent Contractor Agreement
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 cannot accept or perform 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 complete (“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:
- The Contractor is not an employee of the Company.
- The Contractor may not file a wage claim with any state agency.
- The Company does not provide:
- any type of workman’s compensation insurance
- any type of health insurance
- any type of automobile, life, casualty or other property insurance.
- The Company will not be responsible for any of Contractor’s automobile accidents, on-site assignment accidents, illness resulting from any food/beverage item consumed during the course of an assignment, injury or loss of any kind before, during or after conducting an 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.
- The 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.
- The Contractor shall have no power, express or implied, to bind the Company in any manner.
- The 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 submit 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 utilize 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 assess 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 base on what they notice during their assignment and that no part of their report may fabricate for any reason.
RELIABILITY: Assignments are be based on strict 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. If Contractor fails to complete an assignment without providing at least 48 hours notice, the Contractor agrees to reimburse the company for the cost of rescheduling the assignment (“reschedule cost”). The Company, at its sole discretion, will determine the reschedule cost with a minimum amount of $25. The Contractor agrees that the Company will deduct the reschedule cost from any outstanding monies out to Contractor for completed assignments or it may be deducted from future fees and reimbursements.
Application of Company and Project Guidelines to Shopper and Guest(s)
The specific guidelines for a project apply equally to the Contractor as well as any/all guest (herein referred to as Guest(s)) that may be conducting the assignment with the Contractor as permitted by the specific project guidelines. The deviation of project guidelines by the Contractor or Guest(s) may result in the assignment being invalidated with no payment of assignment fee or reimbursement. ALL guidelines apply, including restrictions related to the time between visits to the client, the time between visits to an individual location, purchase requirement, et al.
Section Five: Pay
The Company will pay Contractor per assignment. Additionally, this is following the timely submission of all necessary documents as set out in assignment guidelines. The rate and type of pay vary with each assignment. All of this information would disclose 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 reduce or eliminate 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
- 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 experience and what is observe, 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 shop (report) is to the client.
Section Six: Conflict of Interest
Contractor acknowledges that he or she must give independent, objective feedback in a report. If at any time Contractor becomes an employee/has a relative or friend that is an employee by the Company’s client. The Contractor agrees to immediately decline the assignment and notify the Company in writing of such conflict of interest.
Section Seven: Injunctive Relief
Contractor acknowledges that the Company will suffer immediate and irreparable harm should Contractor:
- disclose the Company’s Confidential Information in any public forum
- Contact Company’s client for any reason
- State an intention to contact the Company’s client
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 immediately granted 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 to receive. If injunctive relief is granted, Contractor agrees to reimburse the Company for its associated court costs and reasonable attorneys’ fees.
Section Eight: Indemnification / Hold Harmless
Contractor shall indemnify Company and hold Company harmless from and against any and all liability. Additionally, this includes claims, demands, damages, expenses, fees and costs. In addition, this includes fines, penalties, suits, proceedings and actions. Furthermore, it includes causes of action. This includes without limitation all reasonable attorneys’ fees and expenses incurred by Company. The action arising out of or relating to, directly or indirectly, any accident or incident associated with Contractor. Who was carrying out his or her performance of an assignment and Contractor’s breach of this Agreement.
Section Nine: Disputes
If a dispute arises, the parties will try to settle it through mediation conducted by a mediator. The parties will share the costs of the mediator equally. Each party will cooperate fairly with the mediator. Additionally, they will attempt to reach a mutually satisfactory compromise to the dispute.
If mediation produces no agreement the matter will proceed to binding arbitration in Frisco, Texas. Additionally, this is done by a duly qualified arbitrator of the American Arbitration Association. It would conduct in accordance with the Commercial Arbitration Rules of the AAA. Then amend and in effect, and such rules shall be understood. Furthermore, questions regarding the arbitration process not resolved under such rules shall determine. It will take place 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. Additionally, those arbitrators will select an arbitrator conforming with this Agreement. Costs of arbitration, including attorneys’ fees, will allocate by the arbitrator.
Judgment on the arbitration award may enter in any court that has jurisdiction over the matter.