Please read the provider contract agreement displayed below. We reccomend you download this agreement for future reference. To become an independant contractor with Laundry Care, you must agree to the contract.
THIS AGREEMENT (“Agreement”) is entered into on the date set forth below (“Effective Date”), by and between LAUNDRY CARE, LLC, an Ohio corporation with a principal place of business at 7830 Denues Road, Johnstown, Ohio 43031 (“Company”), and the individual identified as Contractor in the signature block below (“Contractor”). Whereas, Contractor desires to be hired by Company, and Company is willing to hire Contractor subject to the terms of this Agreement, Contractor acknowledges that Contractor will have access to certain Confidential Information and Trade Secrets, and but for Contractor entering into this Agreement and willingness to be bound by the restrictive covenants therein, Company would not be willing to retain Contractor. Therefore, in consideration of the mutual covenants contained herein and other valuable consideration, the parties agree to as follows:
Section 1: Retention of Contractor.
Company agrees to retain the Contractor for the purposes of the providing business and textile laundering and pickup/delivery services in the area identified in Exhibit A “Statement of Work,” which is attached hereto and incorporated herein. Contractor agrees and acknowledges the terms stated on the Statement of Work may change from time to time in the reasonable discretion of the Company. The Contractor agrees to use his/her best efforts to provide the services under this Agreement and will perform such services in an expedient, workmanlike and professional manner.
Section 2: Independent Contractor Relationship.
The Contractor at all times during the terms of this Agreement agrees to perform services on behalf of the Company as an independent contractor. No employer- employee relationship is created by this Agreement or the relationship of the Parties. Contractor is free to perform or provide his/her services at any time and in any manner reasonably designed to fulfill the terms of this Agreement. Contractor is free to determine the best resources, methods, and tools to provide services and to determine how best to use those resources. Contractor shall provide all of his/her own equipment, supplies, and other materials at his/her own expense. Contractor shall be responsible for all expenses incurred in performing services under this Agreement.
Contractor has no authority or right to bind the Company, to make representations or warranties on behalf of the Company, to accept service of process or receive notice on behalf of the Company, except as authorized in writing by the Company. The Contractor agrees s/he will have no claim against the Company for any employee benefit of any kind, including without limitation, any retirement benefit, social security, workers’ compensation, disability, unemployment insurance, and any other insurance or benefit. The Company will not deduct federal, state, or local withholding taxes of any kind from amounts paid to the Contractor. Contractor acknowledges that s/he is solely responsible for the payment of any and all taxes arising from any payment under this Agreement. Contractor agrees to indemnify the Company against any claims whatsoever for any tax or related liability.
Section 3: Payment/Commissions.
In consideration of the Contractor’s service, Company shall pay Contractor a commission as outlined in “Exhibit A: Statement of Work.” Contractor authorizes Company to deduct from commissions the following:reserve funds.any charge or expense paid by Company on behalf of Contractor.offset and/or charge back damages, costs and/or liabilities for Contractor’s failure to abide by the terms and conditions in this Agreement or for unsatisfactory work performance, as reasonably determined by Company, reimbursement for any client loss, damage or injury arising out of Contractor’s services under this Agreement. Company does not guarantee a certain dollar amount, volume of work, or exclusive service area under this Agreement. Commission becomes payable after a client bag is fully processed and client payment has cleared the financial institution. “Fully processed” means clothes/other washables are picked up from client, cleaned, folded, ironed (if applicable), and returned to the client. Commissions will be issued by each Wednesday via electronic deposit for all commissions payable during previous pay period (Monday 12am EST - Sunday 11:59pm EST).
Section 4: Term and Termination.
This Agreement shall commence on the Effective Date, and end when either Company or Contractor terminates this Agreement in accordance with the following provisions: (a) Company, without any liability to Contractor, may terminate this Agreement without notice; (b) Contractor may terminate this Agreement upon providing thirty (30) day written notice in advance of the date of termination. Except under extenuating circumstances as determined by the Company, failure to give proper notice of termination will result in the loss of commissions due to Contractor.
Upon termination, Company shall pay Contractor for all commissions which become payable within 30 days from the date of termination.
Section 5: Confidential Information
a.) Definition. For purposes of this Agreement, the term “Confidential Information” means any information which is not generally known to the public and which gives the Company a competitive advantage and/or in which the Company has a proprietary interest. Some examples of Confidential Information include, without limitation, the identity of Company’s client, prospective clients, providers, suppliers, vendors, consultants, marketing partners or potential marketing partners, and preferred providers, and the terms and conditions of those relationships; sales information; Company goals, plans and projected plans; Company business model, methods, markets or target markets; methods and manner of providing Company’s services; client account information; commission rates; and trade secrets of the Company. Confidential Information includes any and all information that the Contractor may possess, obtain or create at any time during or after this Agreement, whether revealed to or developed by or for the Contractor. Confidential Information may be oral, written or any other form or media. Contractor acknowledges that the Confidential Information is a valuable and unique asset of the Company and that the protection of the Confidential Information is vital to the Company’s business, goodwill and ability to compete in the marketplace.
b.) Non-Disclosure. The Contractor hereby agrees that s/he will not at any time during this Agreement or at any time following the termination hereof, for any reason whatsoever, directly or indirectly, use, furnish, make accessible or otherwise disclose to any person, business, company or any other entity Confidential Information except as may be necessary for the Contractor to perform his/her services hereunder. Contractor will not use Confidential Information in any manner detrimental to the Company and agrees to keep all Confidential Information strictly and absolutely confidential and take reasonable measure to ensure against disclosure of such information.
Further, the Contractor agrees to hold his/her employees, agents or representatives to the same confidentiality standards as the terms of this Agreement and take active measure to ensure non-disclosure by any person within Contractor’s control. The Contractor acknowledges and agrees that the Confidential Information is and will always be the sole property of the Company.
c.) Return of Company Confidential Information/Property. All Company property and all information or work product resulting from Contractor’s activities on behalf of the Company (collectively “Company Property”) remains the property of the Company at all times. Upon termination of this Agreement or at any other time upon request of the Company, the Contractor will promptly deliver to the Company all Company Property which is in the Contractor’s possession or under the Contractor’s control. Failure to return Company Property or return it in the same or similar condition in which it was given to the Contractor may result in deductions in any fees due to Contractor.
Upon termination of this Agreement, all accounts or clients serviced by Contractor solely remain the client/property of Company.
Section 6: Use of Company Brand.
During the Term of this Agreement, Contractor shall have the right to indicate to the public that it is an authorized affiliate of Company’s services and to advertise such services under the Company’s trade/servicemarks, trade names or like Company branding, if any. Nothing herein shall grant Contractor any right, title or interest in Company’s trade/servicemarks, trade name or the like.
Section 7: Client Relations.
The Company retains the exclusive right to establish client rates and fees for services provided hereunder. Contractor may not modify these rates in any way without written consent of the Company. Contractor shall not invoice, collect payment or respond to or settle any client complaints about payment or fees. Contractor must immediately report any client payment-related dispute to the Company.
Contractor is solely responsible for any and all client loss, damage or injury resulting from the services under this Agreement. Contractor must immediately notify the Company of any such claim and the resolution, if any.
Section 8: Intellectual Property, Inventions and Patents.
Contractor acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, and copyrightable work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information whether or not patentable which relate to the Company's actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by
Contractor jointly with Company or its agents while under contract with Company, whether before or after the date of this Agreement ("Work Product"), belongs to the Company unless otherwise agreed upon by the parties in writing. All intellectual rights and property are hereby assigned to Company for this joint work and services performed by Contractor. Contractor shall execute and deliver any and all instruments and documents to confirm such ownership as reasonably necessary.
Section 9: Non-Solicitation.
The following terms shall have the definitions set forth below: “Restricted Customer” means, during the contractual term, any person or entity whose account with Company was serviced by Company; and after the contractual term “Restricted Customer” shall mean: any person or entity whose account with Company was serviced by Company during the last two years of Contractor’s contractual term with the Company.
Contractor acknowledges that as a Contractor of the Company, he/she has and will acquire unique knowledge of the customers and operations of the Company, and benefit from the same. Therefore, during the contractual term and for a period of twenty-four (24) months after the termination of this Agreement (the “Restricted Period”), Contractor shall not, either directly or indirectly, on his/her own behalf or in the service or on behalf of others, solicit, divert, accept, or appropriate business or work, or attempt to solicit, divert, or appropriate business or work from Restricted Customers or any affiliates, subsidiaries of a Restricted Customer, unless otherwise agreed to in writing by all parties to this agreement.
Further, Contractor shall not, either directly or indirectly, on his/her own behalf or in the service or on behalf of others, solicit, divert or hire, or attempt to solicit, divert, or hire any Company employee or contractor.
Section 10: Work Performed at Contractor’s Risk.
a.) Contractor shall take all precautions necessary and shall be responsible for the safety of the work hereunder. All work is done at Contractor’s own risk.
b.) Indemnification. Contractor agrees to indemnify and hold Company, its directors, members, and employees harmless from any and all claims, actions, damages and expenses and other liabilities or any demands whatsoever, including prejudgment interest, reasonable attorney’s fees and costs of litigation, arising out of or incidental to Contractor’s acts, omissions, or misrepresentations in connection with this Agreement, including Contractor’s misrepresentations to prospective clients about Company’s Services. Contractor will save and hold harmless Company from any and all liens for goods and any and all claims (including without limitation claims for wages, benefits, workers’ compensation coverage, etc.) made by any employee, contractor or other worker of the Contractor used in performing services hereunder. Company shall not be liable for any consequential, incidental, indirect, special, exemplary or punitive damages such as, but not limited to, loss of revenue or anticipated profits or lost business, even if Contractor has advised that such damages are possible.
Section 11: Survival.
Sections 5, 8, 11 and 12 shall survive and continue in full force in accordance with their terms notwithstanding the expiration or termination of the contractual term.
Section 12: Miscellaneous.
This Agreement supersedes any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. Parties acknowledge that all representations, obligations, agreements and conditions with respect to the subject matter of this Agreement are contained herein. Parties acknowledge that no representations, obligations, agreements or conditions, oral or otherwise, exist which are not stated in this Agreement.
The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party. Parties agree that all issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Ohio. Parties agree to venue in both state and federal courts situated in Franklin County, Ohio and waive all objections to inconvenience of forum. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and Contractor, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement (including, without limitation, the Company's right to terminate this Agreement) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.
Company, in any legal action brought by one party against the other and arising out of this Agreement shall be entitled, in addition to any other rights and remedies it may have under the law and in equity, to reimbursement for its expenses, including court costs, and reasonable attorneys' fees. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. Neither Party will be responsible for any delay or failure to perform resulting from events beyond its reasonable control, including without limitation Acts of God, war, insurrection, labor disputes, floods, storms, outages and the like occurrences. The Company reserves the right to assign this Agreement to an affiliated, successor or any other company, business or entity without notice. In the event this Agreement is assigned, all of the terms and conditions hereunder remain in full force and effect. This Agreement may not be assigned by the Contractor.
EXHIBIT A- Statement of Work
Section 1: Contractor Responsibilities This Statement of Work is provided in connection with and made part of the Independent Contract Agreement. All statements herein are subject to the terms and conditions of that Agreement.
The individual identified below as contractor (“Contractor”) agrees to function as a Contractor for Company for the purposes of the providing business and personal laundering and pick-up/delivery services in the area identified below.
Contractor shall use its best efforts to promote Company’s laundry services, including cleaning, folding and delivering of clothes and related items (“Services”), maximize the sale of Services, and provide the best quality of Services possible.
Contractor shall provide a standard way of cleaning, folding, and delivering the client’s clothes for all clients serviced by Contractor. If Contractor should receive a specific request regarding the way Services are provided from a client, Contractor shall strive to meet such requests unless the request is unlawful, immoral, or otherwise unable to be reasonably performed by Contractor.
Contractor shall not accept any forms of payment from the client.
Upon receipt of a new client, Contractor shall schedule a consistent, recurring pick-up day(s) and time(s) between the client and Contractor within 24 hours of receipt.
Such pick-up times shall be on a recurring basis until the end of the client’s desired service frequency unless otherwise specified by Company.
Upon scheduling, Contractor shall notify Company of the schedule.
Upon a schedule change, Contractor shall notify the Company and the client affected 72 hours in advance of the change.
Company shall set the rates charged to all clients. These rates cannot be modified in anyway without the express written consent of the Company.
Contractor shall not invoice the client, collect payment or respond to any client complaints regarding payment issues. Contractor shall notify Company of all payment issues within 12 hours of receipt.
Contractor understands that all decisions regarding contractual relationships with clients is at the absolute and sole discretion of Company, and Contractor may at no time enter into a contractual relationship on Company’s behalf.
Upon notice of a claim of a client for damage, loss, or injury to a client or client’s item(s), Contractor shall notify Company within 12 hours of such claim. Contractor shall be responsible for any and all claims, losses, injury or damages to client items while under contract possession and agrees to reimburse Company for any charges arising from claims by a client.
Section 2: Contractor Payment
Company shall offer "Dispatch" new clients to Contract at its sole discretion. Contractor will notify Company of their intention to accept or decline a new client within a reasonable amount of time from receipt of dispatch.
By accepting a new client Contractor agrees to the rate of payment disclosed on the new client notification.
Contractor agrees to invoice Company via an electronic submission “Service Ticket” within a reasonable amount of time. Contractor shall provide the agreed upon rate of pay on the respective Service Ticket.
Download Statement of Work
Digital Signature: I agree to the terms set forth within this Agreement, Exhibit A and the terms of service of Laundry Care. By clicking the checkbox below, I am electronically signing this document. The Electronic Signatures in Global and National Commerce Act permits the use of electronic signatures and I understand that this document is bound by the rules and regulations of this act.