Independent Contractor Agreement

ATTENTION FUTURE HURSTON CONTRACTORS:
Before being eligible for employment by Hurston Dynamics Outsorcing Department, all Independent Contractors must first accept the terms and conditions as outlined in the below Independent Contractor Agreement.


--- INDEPENDENT CONTRACTOR AGREEMENT ---

This Independent Contractor Agreement (the “Contract”) is made between Hurston Dynamics (“Company”) and accepted by You (“Independent Contractor”), with reference to the outsourced work offered by Company and Accepted by you via your mobiGlas (“Contracted Task”)*, effective as of the date and time your Acceptance is received and acknowledged via by handshake receipt protocol by Company’s Logistics Data Center.

1) Statement of Work: Independent Contractor agrees to perform all of the requirements indicated within the posting body of the Contracted Task in their entirety. Independent Contractor agrees and acknowledges that it is owed no payment, reimbursement, or other compensation from Company unless all of the requirements described are performed to the satisfaction of Company, in Company’s sole discretion.
          a. Independent Contractor agrees and acknowledges that all conditions, including timing, date of delivery, identification of target, condition of goods, or any other circumstances deemed relevant by company, are material to this Contract, and that Independent Contractor is not owed any pro-rata payments, refunds, expenses, partial compensation, or other payment for any partial completion of Contracted Task.
          b. Independent Contractor agrees and acknowledges that this Contract is a stand-alone agreement, impose no implied obligations or liabilities onto Company based on any other contracts that may exist between Company, Independent Contractor, or any third party.
          c. Independent Contractor agrees not to undertake any other work or tasks that would endanger the timely completion of any and all tasks indicated within the Statement of Work and/or any Amendments made pursuant to Section 3) of the Contract.
          d. Company is not responsible for any errors in accuracy, whether caused by deficiencies data transmission, loss in signal fidelity, or any interception or modification by any third party, including mobiGlas and other microTech products. Any doubts as to the consistency between Company’s offer and the delivery thereof are to be resolved with respect to the actual intentions of Company. You agree to assume all risks inherent in the receipt of any transmissions or information transfer not received directly from Company.
          e. The Parties agree that, it being understood that proceeds and compensation pursuant to the Contact may be for the benefit of a third party, that nevertheless no third party has standing to commence any legal action with regard to the Contract, and that any misrepresentation in derogation of this requirement on the part of Independent Contractor may be considered a breach of the Independent Contractor’s obligations and responsibilities hereunder.
          f. In the event of any conflict between the terms and conditions indicated within Contracted Task and this Agreement, the terms of this Agreement shall control, except when the terms of the Contracted Tasks explicitly invoke Section 3) c. of this agreement.

2) Term: The term of the Contract is specified in the Statement of Work, and in any event terminates with payment under Section 13) of the Contract or the final conclusion of all tasks within the Statement of Work, whichever comes later.

3) Amendments: The Parties agree that the Statement of Work may be amended by Company during the course of work being performed in response to operational contingencies or emergent requirements. The Independent Contractor may accept the amendments by indicating such in an electronically signed handshake approval transmission. If the Independent Contractor fails to notify the Company within 24 hours, the Parties will consider the Amendment accepted and the terms and conditions of the Statement of Work accordingly revised.
          a. If the Independent Contractor does not wish to accept the amendments, his/her/its sole recourse is to abandon the Contract and return all Company materials (including information or data) and/or any other materiel to Company custody.
          b. Contractual override by Amendment; as noted within Section 1) 3., the terms of this Agreement may be superseded and/or replaced by the terms of the Contracted Task or an Amendment when explicitly invoked with reference to the appropriate Section.

4) Expenses and Reimbursements
          a. Failure to maintain requisite insurance coverage is considered a material failure of Independent Contractor’s responsibilities and obligations under the Contract. The Independent Contractor is obliged to maintain the following insurances as a precondition to performing work for Company:
                    i. Hull insurance for any vehicle used in pursuit of the completion of the task.
                    ii. Cargo insurance for any material received by, for, or on behalf of Company pursuant to the Contract.
                    iii. Gear and equipment insurance for any equipment or utilitarian accoutrements received by, for, or on behalf of Company pursuant to the Contract.
          b. Independent Contractor acknowledges that the cost of any and all expenses or operational outlay necessary to perform the Contracted Tasks is impliedly covered by the compensation described within the Contracted Task. Company is not responsible for any cost overruns, damages, repairs, or other expenses, whether in terms of time or monetary cost.
          c. The costs of medical coverage are explicitly excluded from Company’s obligations under this Contract. All expenses related to the personal health of Independent Contractor are deemed personal expenses.

5) Non-disparagement : Independent Contractor represents and affirms to Company that any and all business or personal activity in which they are engaged contemporaneously and/or simultaneously with the Contracted Task is legal under local ordinances and/or applicable UEE law, and will not reflect negatively upon or tarnish the reputation of Company by association.
           a. Independent Contractor agrees to explicitly indemnify, excuse, and absolve Company of any blame or responsibility in relation to any official or legal actions, inquiries, or investigations involving Independent Contractor’s activities.
           b. The Parties agree that the Independent Contractor will not disparage, tarnish, criticize, or otherwise depict the Company in any negative fashion in speech, writing, spectrum transmission, or review. Breach of this term may result in the revocation or prorating of any fees or consideration earned under the Contract.

6) No agency – Independent Contractor under no circumstances may hold themselves out as an agent, officer, director, employee, representative, or other affiliate of the Company. The Independent Contractor’s relationship with Company is solely that of an independent contractor. Independent Contractor has permission to factually represent him/her/itself as an independent contractor performing work for Company by disclosing the Logistics Registry Identification associated with the Contracted Task to any civil or law enforcement agency for the limited purposes of obtaining priority clearance with respect to travel or security measures.

7) Subcontracting – You sign and agree to this Contract on behalf of all individuals involved in the completion of the tasks described within the Statement of Work. Choice of subcontractors is subject to the approval of Company; you assume responsibility for any and all liabilities and risk of failure arising from your use of non-approved subcontractors above and beyond any penalties for breach in this contract. If a non-approved subcontractor precipitates any breach of any term of the Contract, Company is under no responsibility to mitigate any resultant or consequential damages.

8) Indemnification and Liability: Independent Contractor agrees to indemnify, defend, and hold harmless Company and all of its affiliates from any and all special, consequential, incidental, or other loss, liability, harm or damages, including, without limitation, any attorneys’ fees incurred by Independent Contractor as a result of performance of the Contracted Task. Independent Contractor furthermore agrees to indemnify, defend, and hold harmless Company and all of its affiliates from any claims for harms, damages, death or dismemberment, reputational harm, claims of infringement of any property, real, intellectual, physical or otherwise, criminal charges or indictments, or other claims under law and equity brought by third parties in connection with Independent Contractor’s execution of any Contracted Task. The Parties agree that any damages owed by Company to Independent Contractor, if any, will be met without special, incidental, consequential, or punitive damages and are wholly addressable by credit damages (including the provision of Company credits redeemable with Company’s affiliates) and that specific performance, injunctions, and equitable relief thereto are disclaimed to the fullest extent of the law.

9) Specific Performance and Equitable Relief: The Parties acknowledge that time is of the essence to the Contract and a material provision of the Contracted Task, and that money damages alone will not compensate Company for non-performance of the Contract.

10) Guarantees and Warranty: Company offers no warranties or guarantees with respect to any equipment, rentals, loans, gear, or other logistical or operational material needs used or employed by Independent Contractor except for those manufactured or produced by Company or one of Company’s affiliates, in which case the applicable manufacturer’s warranty and/or any attendant disclaimers will attach solely to those items.

11) Intellectual Property: Section 6) notwithstanding, you agree that any inventions or innovations conceived, enabled, or reduced to practice by you during the course of performing the Contracted Task involving the use of any Company-provided materials are deemed “work made for hire” authored by and property of the Company to the fullest extent permissible by law. In any jurisdiction which does not permit such arrangements, you agree to assign authorship and ownership of any such inventions or trade secrets to the company and to cooperate with the company in providing any authorizations, permissions, or endorsements necessary to effectuate legal assignment of such properties.
          a. In the event of inherent joint ownership of any such inventions or innovations, Company shall have shared ownership and interest to the same degree as any other participant or contributor to the innovation. Company is under no obligation to share any information or other intellectual property with any such joint tenants as a result.
          b. Independent Contractor agrees to obtain any and all necessary permits or technology licenses needed to perform the Contracted Task.
          c. Independent Contractor agrees that in the event of breach of the Contract for failure to perform the Contacted Task, that Company is granted legal power of access to Independent Contractor’s ship and mobiGlas logs, personal effects, black box recorders, and onboard or personal data storage in order to ascertain the degree of nonperformance and/or any circumstances that might result in either the mitigation or exacerbation of any harms to Company resultant therefrom.

12) Force Majeure: Independent Contractor agrees and acknowledges that that some of Company’s obligations or liabilities within this Contract may be subject to operational requirements or otherwise contingent on circumstances beyond the reasonable control of the Company, and that such obligations or liabilities of Company may be discharged due to impossibility or negation or mooting of their business purposes in the sole judgment of the Company.

13) Invoicing: Upon completion of all requirements indicated in the Statement of Work and any relevant Amendments, Company will post, wire or otherwise deliver the compensation indicated within the Statement of Work to Independent Contractor within 30 standard business days. If Independent Contractor or his/her/its accounts are inaccessible or unreachable for delivery of compensation during that time, compensation will be maintained in escrow by Company until such time as Independent Contractor notifies Company that it is ready to receive them, subject to any applicable statute of limitations or consignment.

14) Confidentiality – Independent Contractor agrees that all communications with Company and/or its affiliates, including any employees, officers, directors, agents, or representatives thereof, will be maintained in the strictest confidence. Independent Contractor agrees to delete or purge any logs of communications with the foregoing at the request of Company and to certify such deletion when requested. The parties agree that the Contacted Task as posted is not confidential, and the information within may be disclosed as needed to effectuate performance of the Contracted Tasks.

15) Governing Law: This Contract is governed by and construed in accordance with the laws of the Commercial Territory of the planet of Hurston, Stanton System, United Empire of Earth, with full regard to its choice of law statutes, and any controversy arising in relation or connection to this Contract will be addressed thereunder, including its applicable statutes of limitation. You agree to the exclusive jurisdiction of the Courts of Hurston and the exclusive jurisdiction and venue of the courts therein. Independent Contractor is not required to maintain a personal appearance to participate in an action brought hereunder and can attend by remote conference and/or correspondence, as appropriate under the circumstances. In the event that applicable law explicitly requires a matter to be addressed to the Independent Arbitrator’s Guild, the Parties stipulate that the conduct of any such conflict resolution process may be conducted by remote in lieu of any relocation or change of venue from the Commercial Territory of the planet of Hurston.

16) General Terms: All material received from or on behalf of the Company pursuant to the Contract must be returned to a Company operations center in the same condition in which they were received. Failure to do so may be considered a breach of the Contract and considered stolen or otherwise misappropriated; Company reserves all rights under law and equity to engage measures and actions necessary to retrieve any and all property, physical, material, intellectual, or otherwise. The parties agree that the Contract as well as any associated terms herein do not constitute a contract of adhesion. The parties agree that the Contract and any amendments thereto represent the totality of the complete agreement between Company and Independent Contractor without resort to extrinsic evidence. This Contract is enforceable to the maximum extent permissible by law; if any part of the Contract is deemed unenforceable, that part shall be stricken and the rest of the contract shall continue in full force and effect with any remaining ambiguities interpreted in favor of Company’s intentions as best determined through the resort to extrinsic evidence if necessary. After completion or termination of the Contract, Sections 5, 8, 9, 11, 14, and 15 remain in effect in perpetuity. Severability and whole agreement.