INDEPENDENT CONTRACTOR AGREEMENT

  This Independent Contractor Agreement (“Agreement”) is made and entered into between Unify Dots Corporation (“COMPANY”), a United States incorporated corporation with registered address at  2226 Eastlake Ave E, Ste 510, Seattle WA, 98102-3419, United States of America and You (“Contractor”) to retain the services of Contractor. 

In consideration of the mutual covenants contained herein, the parties agree to the following:

1. Engagement. COMPANY hereby engages, and Contractor hereby agrees to provide services (“Services”) to COMPANY or COMPANY's clients.
2. Term. This Agreement shall become effective on the effective date listed on this agreement and shall remain in effect for twenty-four months unless terminated earlier as provided in clause 14. The Agreement will automatically renew if there are any open Purchase Orders or Statements of Work that the Contractor needs to provide pending services on. In the absence of any open Purchase Orders of Pending Statements of Work, parties may renew this Agreement for an additional duration upon mutual agreement, as set forth in a writing executed by both parties and made a part of this Agreement.
3. Duties. Contractor shall be responsible for providing Services as described in the Appointment Letter or Purchase Order (Exhibit A). Contractor warrants that all Services provided hereunder shall be performed with the highest degree of skill, competence, and professionalism and shall conform to COMPANY’s performance requirements as set forth in this Agreement or other documents, any Statements of Work, Purchase Orders, and otherwise communicated by COMPANY. Contractor shall provide weekly reports to COMPANY of hours worked on behalf of COMPANY and enter a detailed timesheet at least once a week on the designated timesheet system.  In the absence of a designated timesheet system, Contractor will send the timesheet in Microsoft Excel. Contractor shall generally maintain accurate records of the work performed and make such records available to COMPANY upon request. Contractor and contractor’s employees on projects agree to use a COMPANY email address at all times for all communication with COMPANY Clients if an email is provided to the Contractor by COMPANY.
 4. Confidentiality. Contractor acknowledges that as a result of this Agreement disclosure of unique business information concerning COMPANY (including requirements and utilization of technology, processes, techniques, ideas, know-how, pricing, and cost information) and COMPANY clients (including their particular needs and the application of services and products to those needs, requirements documents, design specifications, integrating systems, business process documents among others) will be made to Contractor. Contractor agrees that any and all confidential information about COMPANY and its clients that may be or has been obtained in the course of this Agreement will not be disclosed to any third parties at any time, during the Agreement or after its termination.
5. Intellectual Property. At the request of COMPANY and pursuant to this Agreement, Contractor will prepare and create works as part of the Services (the “Work”) for COMPANY and its clients. The parties expressly agree that the Work shall be considered work-made-for-hire for COMPANY as defined in the Copyright Act. In the event that any Work is deemed not to be work-made-for hire, Contractor and its employees shall immediately assign and fully transfer to COMPANY, its successors and assigns, all of the Contractor and Contractor's employees’ rights and interest in and the entire copyright in Work including but not limited to the right to reproduce, distribute, adapt, and publicly display it, in any and all media now known or to be developed hereafter, and it is the intent of the parties that COMPANY shall be the sole owner of all rights in and to the Work throughout the world, absolutely and forever. Contractor shall ensure that all of its employees working on COMPANY matters under this Agreement shall agree to the assignment term above. Contractor understands that COMPANY shall be the owner of all rights in such ideas, improvements, inventions, and discoveries conceived, made, developed or acquired by Contractor and Contractor’s employees within the scope of engagement and as part of the Services. Under the scope of this Agreement, COMPANY may provide a copy of COMPANY proprietary software and the underlying source code to Contractor solely for purposes of product development, supporting the implementations and Services under this Agreement only. The source code may never be redistributed to any third-party whatsoever, including COMPANY customers or clients. Contractor guarantees that it will not use the source code, object code or any developed or COMPANY provided application for any other purpose unless requested and authorized in writing by COMPANY.
 6. Indemnification. Contractor shall indemnify and hold COMPANY, its officers, employees, directors, and agents harmless from and against any and all claims, actions, losses, and costs based on and arising out of any claim that the Work infringes any U.S. copyright, trademark or patent or that the Work was developed with any misappropriated third-party trade secrets. Contractor shall additionally indemnify COMPANY, its officers, employees, directors, and agents against and hold COMPANY harmless from and against all suits, claims, losses, damages, injuries, and liabilities of every kind (including reasonable attorney's fees and expenses incurred in the investigation, defense, and settlement of any claim or suit or for the payment of any judgment) for injuries to or death of any person, and all damages to and destruction of property by whomsoever owned, including loss of use thereof, resulting in whole or in part from any work or obligation undertaken by Contractor on behalf of COMPANY.
 7. Insurance. Contractor shall maintain any applicable statutory Worker’s Compensation Coverage meeting all Federal, state and local requirements in the amounts required by law for the entire duration of the engagement. Contractor shall provide COMPANY with a Certificate of Insurance as evidence of its worker’s compensation coverage on or before the date of commencement of services.

8. Compensation. COMPANY will pay Contractor fees as listed on Exhibit “A”, as full compensation for the performance of Contractor’s Services under this Agreement. Compensation for Services and reimbursement of approved expenses will be paid by COMPANY to Contractor for undisputed invoiced amounts within thirty (30) days of receipt by COMPANY of each such invoice. Contractor may not begin work till COMPANY issues a Purchase Order. Contractor may not invoice over the amount authorized by the Purchase Order for such Services by COMPANY. All compensation listed is the gross fees. COMPANY may deduct withholding taxes as required by statutory requirements and will provide a withholding certificate to the Contractor once it gets it from the relevant statutory body.

9. Reimbursement of Training Costs. COMPANY may, from time to time during the term of this Agreement, pay for certain training courses and educational programs to enhance Contractor’s knowledge and productivity in those areas and Contractor’s performance under this Agreement. Contractor and COMPANY agree that the payment for such courses and programs is based upon the value and benefit that the additional training and education will provide to COMPANY hereunder. In the event that this Agreement is terminated for any reason within twelve (12) months after the last training course or educational program session attended by Contractor and paid for by COMPANY, Contractor agrees to reimburse COMPANY, in full, for the costs incurred by COMPANY for each training course or educational program attended by Contractor during the twelve (12) month period prior to the date of expiration or earlier termination of this Agreement. COMPANY may deduct such reimbursement from any unpaid invoice of Contractor.

10. Non-Competition. Contractor agrees that during the term of this Agreement and for a period of thirty-six (36) months after its termination, Contractor shall not, directly or indirectly, whether for compensation or not, be employed by, consult for or otherwise be engaged in or provide directly or indirectly consulting services to COMPANY clients. Contractor also agrees that during the term of this Agreement, Contractor shall not, directly or indirectly, whether for compensation or not, be employed by, consult for or otherwise be engaged in or provide directly or indirectly consulting services to any other Microsoft Dynamics Partner. 

11. Non-Solicitation. During the duration of your contract with COMPANY and for twenty-four (24) months following termination of your contract with COMPANY for any reason, with or without cause, you will not, directly induce, solicit, elicit, recruit for employment or encourage any of COMPANY's current employees, contractors or consultants to leave COMPANY, for yourself or for any other entity.  COMPANY reserves the right to recoup the higher of Fifty Thousand US dollars or a reasonable recruitment fee of twelve (12) months of compensation for the position.  

12. Independent Contractor Status. It is the intention of the parties that Contractor shall have the status of independent contractor and not an employee of COMPANY or any of its clients. Contractor shall perform his duties under this Agreement within the time frames prescribed by COMPANY while setting his own work schedule to meet such deadlines, free of COMPANY control. COMPANY shall not provide Contractor with any employee benefits and shall not withhold any payroll taxes on behalf of Contractor except. Accordingly, Contractor is responsible to pay any and all income taxes arising out of performance of this Agreement, including federal, state, and local income taxes, sales and use taxes, and license fees, if any. Contractor shall have no authority to contractually bind COMPANY.

13. Deliverables and Contractor Responsibilities. Contractor will provide the Services and all Works and any other related activities and deliverables, which shall be collectively referred to as “the Deliverables”. Contractor is also responsible for sending weekly status reports every Friday or at such other regular interval as required by COMPANY management or the Statement of Work, on the active projects in the provided status report format. Contractor warrants that the Deliverables, Services, and the Works shall materially conform to their corresponding specifications in normal use for a period of three (3) years from the date of their acceptance by COMPANY. Contractor warrants that the Deliverables, Services, and the Works shall meet the warranty of merchantability and fitness for their proposed particular purpose. In the event of any breach of the foregoing warranty, Contractor shall immediately either replace or, if commercially reasonable, repair such non-conforming Deliverables. Any such repaired or replaced Deliverables shall continue to have the balance of their warranty period as hereinabove stated; provided, however, that such warranty period shall in no event be less than one (1) year from replacement or repair. Contractor represents and warrants that Contractor shall perform the Services in a professional and workmanlike manner, in accordance with the best practices of Contractor’s industry, and in material conformity with corresponding specifications. In the event of any breach of the foregoing warranty, Contractor shall immediately re-perform the non-conforming Services. Contractor represents and warrants that: (i) Contractor has full power and authority to enter into this Agreement and the person signing the Agreement on Contractor’s behalf has been duly authorized and empowered to enter into this Agreement; (ii) the Works and Deliverables shall not contain any materials which are unlawful, defamatory, libelous, threatening or abusive; (iii) neither the Deliverables, Works (including without limitation the provision of Services) nor any element thereof, infringes or shall infringe or misappropriate the intellectual property rights of any third party, including without limitation any patent, copyright, trademark or trade secret rights; (iv) the Deliverables and Works shall not be subject to any restrictions, including without limitation any liens, mortgages, pledges, security interests, encumbrances or encroachments; (v) Contractor is not under, and shall not enter into any, obligation or obligations inconsistent with the provisions of this Agreement; and (vi) Contractor shall not violate any law, statute, ordinance or regulation in the course of its performance under this Agreement. For any software created as part of the Deliverables, Contractor represents and warrants that it has exercised and shall exercise its most diligent efforts to ensure that no viruses, “Trojan Horses”, “Worms” or other damaging, dangerous or objectionable code (collectively, “Virus”) are included with the Deliverables. If at any time a Virus may be found to exist in or have emanated from the Deliverables, or any electronic data, information or report generated thereby, Contractor agrees, at its sole expense, to exercise its most diligent efforts (including but not limited to providing appropriate replacement products, software, installation, and diagnostic testing) to remove such Virus within five (5) days of notice by COMPANY.

14. Termination. COMPANY may terminate this Agreement with or without cause at any time upon seven (7) days written notice to the Contractor. Contractor may terminate this Agreement with ninety (90) days written notice to the COMPANY. Within seven (7) days after termination, Contractor shall submit a final invoice reflecting expenses through the date of termination and shall return any COMPANY property or equipment, computer programs, and notes and memoranda concerning the Deliverables, and/or Works, and any other equipment or documents used in connection with the services provided to COMPANY under this Agreement so that COMPANY may readily ascertain the status of each project and the related Deliverables or Works. COMPANY may terminate this contract with one day of notice if COMPANY’s client terminates the position due to under-performance or non-performance by Contractor. Contractor may terminate the contract for non-payment of undisputed invoices by COMPANY if Contractor provides written notice of breach for non‑payment and COMPANY does not cure the breach in 90 days from its receipt of notice.

15. Notice. Any legal notices must be sent to COMPANY as follows in writing, via email to legal@unifydots.com 

16. General Provisions.

a. Neither party shall be held liable to the other for failure of performance where such failure is caused solely by supervening conditions beyond that party's control, including acts of God, civil disturbances, strikes, labor disputes, and lawful governmental actions; 

b. If any provision of this Agreement shall be deemed to be unlawful or unenforceable by a court of competent jurisdiction, such termination shall have no effect on the validity and enforceability of the other terms and conditions of this Agreement and the challenged term shall be deemed removed; 

c. This Agreement constitutes the entire understanding between the parties as to its subject matter and supersedes all prior oral or written statements, proposals, representations, commitments and agreements between them; 

d. This Agreement may be amended only by written document executed by the parties; 

e. This Agreement and all rights, or obligations hereunder may not be assigned, transferred or subcontracted by Contractor;

f. This Agreement shall be construed and governed by the substantive laws of United States of America, giving no effect to the conflict of laws provisions therein.  If any dispute arises between the parties that they are unable to resolve through good faith negotiation within thirty (30) days, then such dispute shall be settled by final and binding arbitration in Metro Manila, Philippines in accordance with the rules of The Philippine International Center for Conflict Resolution. The Tribunal shall consist of one arbitrator that is on the list of arbitrators by the Philippine International Center for Conflict Resolution. The language of the arbitration shall be English. The arbitrator’s decision will be final, and each Party will be responsible for paying 50% of the arbitrator’s fees, administration fees and any other fees payable as part of the administration process including hearing room fees. Each Party will pay their own defense costs including any attorney fees, and travel costs. The party filing a request for Arbitration will pay the filing fees;   

g. Any notice that is required or permitted to be given under this Agreement may be sent by email or via Docusign to the other party. Every notice shall be effective when received; 

h. No failure to exercise and no delay in exercising any right, power or privilege by a party to this Agreement shall operate as a waiver of that right, power or privilege nor shall the waiver of any breach of this Agreement be taken or held to be a waiver of the provision itself; and

i. Sections 4, 5, 6, 9, 10, and 11 shall survive the termination or expiration of this Agreement.

The parties have executed this Agreement by way of signing the Appointment Letter and it shall be binding from the date of the Appointment Letter.