Knock Knock D&T Fleet Agreement
- Independent Contractor Agreement
This agreement (the “Agreement”) is made and entered between you (“CONTRACTOR” or “you”), an independent contractor engaged in the business of performing delivery services, and Knock Knock D&T Inc. (“KNOCK KNOCK D&T”).
- KNOCK KNOCK D&T provides a mobile app and web-based technology platform that connects consumers, retail stores, and restaurants, with independent contractors to facilitate on-demand delivery services (the “Platform”). Through the Platform consumers may request that merchandise or food be delivered to them from particular retail locations or restaurants. Independent contractors can access the KNOCK KNOCK D&T platform and receive delivery opportunities. KNOCK KNOCK D&T is not a retail store, restaurant, food delivery service, merchandise delivery service, or food preparation entity.
- CONTRACTOR is a fully-licensed, independent provider of delivery services, authorized to conduct the delivery services contemplated by this Agreement in the geographic location(s) in which CONTRACTOR operates. CONTRACTOR is in lawful possession of all equipment (including a motor vehicle or bicycle, if applicable) necessary to perform the delivery services contemplated by this Agreement in accordance with all applicable laws. CONTRACTOR desires to enter into this Agreement for the right to access the Platform to receive delivery opportunities made available through the Platform. CONTRACTOR understands and expressly agrees that he/she is not an employee of KNOCK KNOCK D&T or any restaurant, retail store, or consumer. CONTRACTOR understands he/she is free to select those times he/she wishes to be available on the Platform to receive delivery opportunities and to select those only those deliveries he/she wishes to select.
In consideration of the above recitals and the mutual promises below, and for other good and valuable consideration, KNOCK KNOCK D&T and CONTRACTOR (collectively “the Parties”) agree as follows:
- Purpose Of Agreement
- This Agreement governs the relationship between KNOCK KNOCK D&T and CONTRACTOR, and establishes the Parties’ respective rights and obligations applicable to the “Delivery Opportunities” (defined in Section 3.A below) made available to CONTRACTOR through the Platform. In exchange for the promises contained in this Agreement, CONTRACTOR shall have the contractual right and obligation to perform those Delivery Opportunities that CONTRACTOR accepts (“Deliveries”). However, nothing in this Agreement requires CONTRACTOR to perform any particular Delivery or volume of Deliveries during the term of this Agreement (except as expressly stated in Section 11, “Term and Termination,” below), and nothing in this Agreement shall guarantee CONTRACTOR any particular volume of Delivery Opportunities or Deliveries for any particular time period.
- As described in “Deliveries,” (defined in Section 3.A below), CONTRACTOR shall be contractually bound to complete the Deliveries in accordance with all consumer and restaurant/merchant specifications.
- CONTRACTOR’s Services
- CONTRACTOR represents that he/she is an independent provider of delivery services, and that he/she satisfies all legal requirements necessary to perform the services contemplated by this Agreement. As an independent contractor, CONTRACTOR shall be solely responsible for determining how to lawfully perform Deliveries.
- CONTRACTOR agrees to fully perform all Deliveries accepted in a timely, efficient, safe and lawful manner. KNOCK KNOCK D&T shall have no right to, and shall not, supervise, direct or control CONTRACTOR, or control the manner or prescribe the method CONTRACTOR uses to perform Deliveries, and the general public and all governmental agencies regulating the activities contemplated by this Agreement shall be so informed. CONTRACTOR shall be solely responsible for determining the most effective, efficient, satisfactory and safe manner to perform Deliveries, including determining the manner of pickup, delivery, and route selection. The Parties acknowledge and agree that those provisions of the Agreement reserving ultimate authority in KNOCK KNOCK D&T have been inserted solely to achieve compliance with federal, state, or local laws, regulations, and interpretations thereof and/or to ensure the safety of the Platform for all users.
- As a separately established provider of delivery services, CONTRACTOR retains the right to perform services for others and to hold itself out to the general public as a separately established provider of delivery services. Nothing in this Agreement shall prevent CONTRACTOR or KNOCK KNOCK D&T from engaging in similar arrangements or business with others. KNOCK KNOCK D&T neither has nor reserves the right to restrict CONTRACTOR from performing delivery services for other entities or customers, or consumers, at any time, even should such business directly compete with KNOCK KNOCK D&T. Unless prohibited by law, and provided CONTRACTOR can meet the consumer’s specifications, nothing in this Agreement shall prohibit CONTRACTOR from carrying and/or delivering goods at the same time for other of CONTRACTOR’s customers while delivering orders requested by consumers through the KNOCK KNOCK D&T platform. Similarly, to the extent CONTRACTOR uses other online platforms to generate revenue, CONTRACTOR is not limited in any way from being actively logged on to those other online platforms while actively logged on to the KNOCK KNOCK D&T platform, subject only to the limitation that CONTRACTOR’s use of other online platforms may not prevent CONTRACTOR’s ability to timely, efficiently and safely complete any Deliveries CONTRACTOR has accepted through the KNOCK KNOCK D&T platform.
- CONTRACTOR understands that, to ensure safety of the Platform, KNOCK KNOCK D&T shall require CONTRACTOR to submit to and pass a background check before CONTRACTOR receives access to the Platform and, at KNOCK KNOCK D&T’ sole discretion, provided it is in accordance with applicable law, periodically during the term of this Agreement. KNOCK KNOCK D&T agrees that any such check(s) may be conducted only with CONTRACTOR’s consent (as applicable) in accordance with applicable law.
- KNOCK KNOCK D&T will weekly offer blocks of guards that can be accepted by CONTRACTOR. CONTRACTOR agrees to provide the delivery service during the agreed guard. The CONTRACTOR may request changes in the guards if they do not directly harm the merchants or clients.
- All changes in the guards requested by the CONTRACTOR must be requested 24 hours in advance.
- In case the contractor does not show up to his guards, does not finish his guard or arrive with a delay of more than 30 minutes his guard must pay a penalty of $ 20.
- While CONTRACTOR is actively logged on to the Platform, the Platform will, from time to time, notify CONTRACTOR of the opportunity to complete deliveries from restaurants or retail stores to consumers as ordered by consumers through the Platform (each, a “Delivery Opportunity”). With respect to each Delivery Opportunity accepted by CONTRACTOR (a “Delivery”), CONTRACTOR agrees to retrieve the orders from restaurants and/or retail locations, (collectively “Merchants”) and deliver the order to consumers in a timely fashion. CONTRACTOR understands that the consumer, not KNOCK KNOCK D&T, determines the Delivery. CONTRACTOR understands that KNOCK KNOCK D&T shall have no right to, and shall not, supervise, direct or control the manner or prescribe the method CONTRACTOR uses to perform the Delivery. CONTRACTOR understands and agrees that the parameters of each Delivery are established by the consumer, not KNOCK KNOCK D&T, and represent the end result desired, not the means by which CONTRACTOR is to accomplish the end result.
- CONTRACTOR acknowledges that KNOCK KNOCK D&T has discretion regarding which, if any, Delivery Opportunity to offer, just as CONTRACTOR has the discretion whether and to what extent to accept any Delivery Opportunity.
- CONTRACTOR authorizes KNOCK KNOCK D&T, during the course of a Delivery, to communicate with CONTRACTOR, consumer and/or Merchants to assist CONTRACTOR, to the extent permitted by CONTRACTOR, in facilitating deliveries. However, under no circumstances shall KNOCK KNOCK D&T be authorized to control the manner or means by which CONTRACTOR performs a Delivery.
- In the event CONTRACTOR fails to fully perform any Delivery due to CONTRACTOR’s action or omission (a “Service Failure”), KNOCK KNOCK D&T reserves the right to recover, on behalf of a consumer, all or part of the agreed-upon delivery fee for that Delivery (in direct proportion to the degree of CONTRACTOR’s responsibility for the Service Failure). If CONTRACTOR disputes responsibility for a Service Failure, the dispute shall be resolved pursuant to the “Payment Disputes” provision below.
- DELIVERY FEES
- CONTRACTOR will receive a delivery fee in exchange for each Delivery completed. KNOCK KNOCK D&T agrees to use its best efforts to establish delivery fees for each locality and time slot that will maximize the Delivery Opportunities available to CONTRACTOR. CONTRACTOR will receive notice of how delivery fees are calculated prior to accepting Delivery. CONTRACTOR understands that delivery fees paid through the Platform may vary depending on consumer demand. KNOCK KNOCK D&T may, but is not obligated to, offer CONTRACTOR more lucrative delivery arrangements to complete particular Delivery Opportunities.
- KNOCK KNOCK D&T agrees to transmit delivery fees to CONTRACTOR via direct deposit no later than seven (7) days after CONTRACTOR successfully completes delivery through the platform.
- Nothing in this Section 4 is intended to limit the Parties’ ability during the Term of this Agreement to mutually agree to a payment structure different than that described herein.
- PAYMENT DISPUTES
- CONTRACTOR’s Failure: In the event there is a Service Failure, CONTRACTOR may forfeit all or a portion of the fee relating to that Delivery (depending on the extent of the performance failure) even compensate the customer o merchant with the amount of the order or product. Any reduction in the delivery fee, order or invoce shall be based upon proof provided by the consumer, Merchant, CONTRACTOR, and any other party with information relevant to the dispute. KNOCK KNOCK D&T shall make the initial determination as to whether a Service Failure was the result of CONTRACTOR’s action/omission and, if so, what percentage of fault CONTRACTOR shall bear (and, therefore, what percentage of the delivery fee, amount of the order or the invoice CONTRACTOR shall be paid). CONTRACTOR shall have the right to challenge KNOCK KNOCK D&T’ determination as described in the Dispute Resolution provision set forth in Section 10, below.
- KNOCK KNOCK D&T’ Failure: In the event KNOCK KNOCK D&T fails to remit payment of delivery fees in a timely or accurate manner, CONTRACTOR shall have the right to seek proper payment by any legal means contemplated by this Agreement, provided, however, CONTRACTOR first informs KNOCK KNOCK D&T in writing of the failure.
- CONTRACTOR’S EQUIPMENT
- CONTRACTOR certifies that it has all equipment, including motor vehicles and bicycles, when applicable (“Equipment”) necessary to perform Deliveries. When CONTRACTOR uses a vehicle to perform a Delivery, CONTRACTOR is solely responsible for ensuring that the vehicle used conforms to all vehicle laws pertaining to safety, equipment, inspection, and operational capability.
- CONTRACTOR is responsible for all costs and expenses arising from CONTRACTOR’s performance of Deliveries, including, but not limited to, traffic tickets, tolls, parking fees, inspections, and any other costs related to Equipment. Except as otherwise required by law, CONTRACTOR assumes all risk of damage or loss to its Equipment.
- RELATIONSHIP OF PARTIES
- The Parties acknowledge and agree that this Agreement is between independent businesses that are separately owned and operated. The Parties intend this Agreement to create the relationship of principal and independent contractor and not that of employer and employee. The Parties are not employees, agents, joint venturers or partners of each other for any purpose. Neither party shall have the right to bind the other by contract or otherwise except as specifically provided in this Agreement.
- For a CONTRACTOR who earns the minimum income established by the Internal Revenue Service, KNOCK KNOCK D&T shall report all payments made to CONTRACTOR on a calendar year basis using an applicable IRS Form 1099. CONTRACTOR agrees to report all such payments to the appropriate federal, state, and local taxing authorities.
- As a condition of doing business with KNOCK KNOCK D&T, and at CONTRACTOR’s own expense, CONTRACTOR shall, during the term of this Agreement, maintain current insurance of the types and in the amounts required by law in the jurisdiction in which CONTRACTOR operates to perform CONTRACTOR’s services as contemplated by this Agreement. This includes vehicle insurance that satisfies the minimum vehicle insurance coverage amounts and types required by state or local law. This also includes workers’ compensation insurance to the extent required by law. KNOCK KNOCK D&T may offer CONTRACTOR the opportunity to participate in certain group insurance plans made available by third party providers to delivery service providers like CONTRACTOR who use the Platform. However, CONTRACTOR is under no obligation to participate in these plans.
- CONTRACTOR is solely responsible for consulting with CONTRACTOR’s advisors and conducting the appropriate research to determine the insurance types and amounts CONTRACTOR must maintain. CONTRACTOR acknowledges that failure to secure or maintain satisfactory vehicle insurance coverage shall be deemed a material breach of this Agreement and shall result in the termination of the Agreement and the loss of CONTRACTOR’s right to receive Delivery Opportunities.
NOTIFICATION OF COVERAGE: CONTRACTOR agrees to deliver to KNOCK KNOCK D&T current certificates of insurance as proof of coverage upon request by KNOCK KNOCK D&T. CONTRACTOR agrees to make available updated certificates each time CONTRACTOR purchases, renews or alters CONTRACTOR’s insurance coverage. CONTRACTOR agrees to give KNOCK KNOCK D&T at least thirty (30) days’ prior written notice before cancellation of any insurance policy required by this Agreement. KNOCK KNOCK D&T reserves the right to require CONTRACTOR to identify KNOCK KNOCK D&T as an additional insured on CONTRACTOR’s vehicle insurance.
- CONTRACTOR agrees to indemnify, protect and hold harmless KNOCK KNOCK D&T, including all parent, subsidiary and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, as well as the consumers, and the Merchants, from any and all claims, demands, damages, lawsuits, losses, liabilities and causes of action arising directly or indirectly from, as a result of or in connection with, the actions of CONTRACTOR arising from the performance of Deliveries under this Agreement, including but not limited to, personal injury or death to any person (including to CONTRACTOR), as well as any liability arising from CONTRACTOR’s failure to comply with the terms of this Agreement. CONTRACTOR’s obligations hereunder shall include the cost of defense, including attorneys’ fees, as well as the payment of any final judgment rendered against or settlement agreed upon by KNOCK KNOCK D&T or its parent, subsidiary and/or affiliated companies.
- CONTRACTOR agrees to indemnify, protect and hold harmless KNOCK KNOCK D&T, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees from any and all tax liabilities and responsibilities for payment of all federal, state and local taxes, including, but not limited to all payroll taxes, self-employment taxes, workers’ compensation premiums, and any contributions imposed or required under federal, state, and local laws, that are owed by CONTRACTOR with respect to CONTRACTOR’s providing delivery services.
- CONTRACTOR shall be responsible for, indemnify, and hold harmless KNOCK KNOCK D&T, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees from all costs of CONTRACTOR’s business, including, but not limited to, the expense and responsibility for any and all applicable insurance, local, state or federal licenses, permits, taxes, and assessments of any and all regulatory agencies, boards or municipalities.
- DISPUTE RESOLUTION
- Informal Negotiations To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement or otherwise arising from the relationship between CONTRACTOR the Parties, CONTRACTOR and KNOCK KNOCK D&T agree to first attempt to negotiate any dispute informally for at least thirty (30) days before initiating any arbitration proceeding. Such informal negotiations will commence upon written notice. CONTRACTOR’s address for such notices is CONTRACTOR’s most recent address on file with KNOCK KNOCK D&T as provided by CONTRACTOR. KNOCK KNOCK D&T’ address for such notices is email@example.com
- Mandatory and Exclusive Arbitration. KNOCK KNOCK D&T and CONTRACTOR mutually agree to resolve any disputes between them exclusively through final and binding arbitration instead of filing a lawsuit in court. KNOCK KNOCK D&T and CONTRACTOR expressly agree that this arbitration provision is governed exclusively by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and shall apply, including, but not limited to, any and all claims arising out of or relating to this Agreement, the CONTRACTOR’s classification as an independent contractor, CONTRACTOR’s provision of Services under this Agreement, the delivery fees received by CONTRACTOR for performing Deliveries, the termination of this Agreement, and all other aspects of the CONTRACTOR’s relationship with KNOCK KNOCK D&T, past or present, whether arising under federal, state, or local law.
- Only an arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration provision. However, as stated in Section 10.B.iv below, the preceding clause shall not apply to the Class Action Waiver and Representative Action Waiver.
BY AGREEING TO ARBITRATE ALL SUCH DISPUTES, THE PARTIES TO THIS AGREEMENT AGREE THAT ALL SUCH DISPUTES WILL BE RESOLVED THROUGH BINDING ARBITRATION BEFORE AN ARBITRATOR AND NOT BY WAY OF A COURT OR JURY TRIAL.
- If either party wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought. Any demand for arbitration by CONTRACTOR must be delivered to KNOCK KNOCK D&T Attn: Legal Department, 14250 sw 136th St, unit 2, second floor, Miami, Florida, 33186.
- CLASS ACTION WAIVER—PLEASE READ. KNOCK KNOCK D&T and CONTRACTOR mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as a class action and/or collective action, including any and all such actions currently pending, and an arbitrator shall not have any authority to hear or arbitrate any class and/or collective action (“Class Action Waiver”).
- REPRESENTATIVE ACTION WAIVER—PLEASE READ. KNOCK KNOCK D&T and CONTRACTOR mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as a representative action, and an arbitrator shall not have any authority to arbitrate a representative action (“Representative Action Waiver”).
- Notwithstanding any other clause contained in this Agreement, this arbitration provision, or the American Arbitration Association Commercial Arbitration Rules (“AAA Rules”), any claim that all or part of this Class Action Waiver and/or Representative Action Waiver is unenforceable, unconscionable, void or voidable shall be determined only by a court of competent jurisdiction and not by an arbitrator. As stated above, all other disputes regarding interpretation, applicability, enforceability, or formation of this arbitration provision shall be determined exclusively by an arbitrator.
- CONTRACTOR agrees and acknowledges that entering into this arbitration provision does not change CONTRACTOR’s status as an independent contractor in fact and in law, that CONTRACTOR is not an employee of KNOCK KNOCK D&T or any consumer, Merchant, and that any disputes in this regard shall be determined exclusively by an arbitrator.
- Any arbitration shall be governed by the AAA Rules, except as follows: (1) The arbitration shall be heard by one arbitrator selected in accordance with the AAA Rules. The arbitrator shall be an attorney with experience in the law underlying the dispute; (2) KNOCK KNOCK D&T shall pay the Arbitrator’s and arbitration fees and costs, unless applicable law requires otherwise. Notwithstanding applicable law to the contrary, KNOCK KNOCK D&T shall pay the Arbitrator’s and arbitration fees and costs related to any payment dispute (see Section 7, above); (3) The Arbitrator may issue orders (including subpoenas to third parties) allowing the Parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes; (4) Except as provided in the Class Action Waiver and Representative Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable; (5) The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions; (6) The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law; (7) Either KNOCK KNOCK D&T or CONTRACTOR may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this Section 10 may be rendered ineffectual.
- Regardless of any other terms of this Agreement, nothing prevents CONTRACTOR from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commissions, National Labor Relations Board, or Office of Federal Contract Compliance Programs, and nothing in this Agreement or arbitration provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this arbitration provision. This arbitration provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on the claims addressed in this Section 10, even if the claims would otherwise be covered by this arbitration provision. Nothing in this arbitration provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law or as required under this Agreement before bringing a claim in arbitration. KNOCK KNOCK D&T will not retaliate against CONTRACTOR for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.
- The AAA Rules may be found at “www.adr.org or by searching for “AAA Commercial Arbitration Rules” using a service such as Google.com or by asking KNOCK KNOCK D&T to provide a copy.
- Right To Consult With An Attorney: CONTRACTOR has the right to consult with private counsel of CONTRACTOR’s choice, at CONTRACTOR’s own expense, with respect to any aspect of, or any claim that may be subject to, this arbitration provision.
- In the event any portion of this arbitration provision is deemed unenforceable, the remainder of this arbitration provision will be enforceable. In any case in which (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that all or part of the Class Action Waiver and/or Representative Action Waiver is invalid or unenforceable, the class, collective, or representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver and Representative Action Waiver that is valid and enforceable shall be enforced in arbitration.
- TERM and TERMINATION OF AGREEMENT
- This Agreement shall remain in full force and effect for a term of one (1) year from the date it is accepted by CONTRACTOR and may not be terminated early without penalty except in the following limited circumstances:
- Upon the mutual written consent of the Parties hereto (with electronic communication satisfying this requirement), with the mutually agreed-upon termination date stated in the written notice.
- By either party without cause upon thirty (30) days’ written notice to the other party (with electronic communication satisfying this requirement), with the date of transmission commencing the thirty (30) day period.
- If one party has materially breached the Agreement, immediately upon written notice to the breaching party (with electronic communication satisfying this requirement), with such notice specifying the breach relied upon.
- The following acts and/or occurrences shall constitute a material breach of this Agreement:
- Failure by CONTRACTOR to maintain current insurance coverage in the amounts and types specified herein or as required by law.
- Failure by KNOCK KNOCK D&T to remit to CONTRACTOR all delivery fees for completed Deliveries within twenty-one (21) days of the consumer’s payment.
- Failure by CONTRACTOR to complete a Delivery without waiver of the obligation by the consumer or KNOCK KNOCK D&T.
- Failure by CONTRACTOR to maintain all licenses, permits, authorities, registrations and/or other prerequisites to operate that are required by law and/or this Agreement.
- Any act by a party that causes the other party to violate its obligations under any applicable state, federal or local law
- Documented complaint by a consumer, employee of KNOCK KNOCK D&T, or employee of a Merchant that CONTRACTOR has engaged in conduct that a reasonable person would find physically threatening, highly offensive or harassing.
- Early termination of this Agreement by either party without proper notice (as established in subsection A above) shall result in liquidated damages of $100.00 for each day that notice is not properly provided, up to a maximum amount of $500.00. The parties acknowledge that liquidated damages are appropriate because actual damages are not reasonably ascertainable.
- A party that receives notice of termination must continue to fulfill its obligations under this Agreement for the entire notice period. Failure to perform shall constitute early termination and shall subject the party to the liquidated damages provision in subparagraph C above. By executing this Agreement, CONTRACTOR agrees that any liquidated damages assessed against it may be deducted from any amount CONTRACTOR is owed in delivery fees, unless otherwise prohibited by law.
- If not terminated, the Agreement shall be automatically renewed for successive one-year terms, unless terminated by either party as described in Section 11.A.
- CONTRACTOR’s and KNOCK KNOCK D&T’ obligations and rights arising under Section 2, 5, 6, 7, 9, 10, 11, 12 and 13 of this Agreement shall survive termination of this Agreement.
- ENTIRE AGREEMENT, Transferability And Waiver
- This Agreement shall constitute the entire agreement and understanding between the Parties and shall not be modified, altered, changed or amended in any respect, unless in writing and executed by both Parties. This Agreement supersedes any prior contract between the Parties. This Agreement may not be assigned by either party without written consent of the other and shall be binding upon the Parties hereto, including their heirs and successors, provided, however, that KNOCK KNOCK D&T may assign its rights and obligations under this Agreement to an affiliate of KNOCK KNOCK D&T or any successor(s) to its business and/or purchaser of all or substantially all of its stock or assets. References in this Agreement to KNOCK KNOCK D&T shall be deemed to include such successor(s).
- The failure of KNOCK KNOCK D&T or CONTRACTOR in any instance to insist upon a strict performance of the terms of this Agreement or to exercise any option herein, shall not be construed as a waiver or relinquishment of such term or option and such term or option shall continue in full force and effect.
- Captions: Captions appearing in this Agreement are for convenience only and do not in any way limit, amplify, modify, or otherwise affect the terms and provisions of this Agreement.
- Savings Clause: Except as provided in Section 10, if any part of this Agreement is declared unlawful or unenforceable, the remainder of this Agreement shall remain in full force and effect.
- Force Majeure: The performance of the obligations of this Agreement on the part of either KNOCK KNOCK D&T or CONTRACTOR shall be excused by reasons of closing of public highways, changes in operations, strikes or work stoppages, weather conditions that make operations unsafe or impractical, Acts of God, or the temporary or permanent cessation of business by KNOCK KNOCK D&T or CONTRACTOR.
By clicking “Accept” below, I represent that I understand and agree that I will perform services under this Agreement as an independent contractor, not an employee.
By clicking “Accept” below, I represent that I have read and understand and agree to the Mandatory and Exclusive Arbitration provision in Section 10, as described above.
If you disagree with any of the terms of this Agreement, email firstname.lastname@example.org to negotiate those terms with KNOCK KNOCK D&T BEFORE accepting this Agreement.
By clicking “Accept” below, I expressly acknowledge and agree that I have read and fully understand the provisions of this Agreement, I had sufficient time and opportunity to consult with legal and tax advisors before executing this Agreement, I am legally competent to enter into this Agreement, and I agree to be bound by this Agreement.