These Service Provider Terms and Conditions (these “Terms”), together with the order form (“Order Form”) which makes reference to them (collectively, the “Agreement”), is entered into by and between NeighborFavor Inc., a Delaware corporation (“Favor”), and the Service Provider set forth on the Order Form (“Provider”), effective as of the effective date set forth on the Order Form (the “Effective Date”).

 

1. Duties and Responsibilities. Provider will perform the services and provide the Work Product (as defined below) described in the Order Form. The Order Form shall include specifications or instructions of the services (the “Services”) to be furnished by Provider, and the time, fees, and costs to complete them. Unless otherwise expressly agreed, this Agreement shall apply to any and all work performed by Provider for Favor. 
2. Term. This Agreement shall remain in effect until terminated by either party upon thirty (30) days written notice to the other, provided that a new Order Form shall be needed for each individual engagement or provision of services.  If either party should fail, refuse or neglect to fulfill and perform any obligation created by the terms of this Agreement, then the other party shall have the right to terminate this Agreement immediately by providing notice thereof to the other party.  Favor may cancel this Agreement or any Order Form upon three (3) days’ prior notice to Provider, provided that Favor shall pay for any services performed or deliverable already provided up to the date of termination. 
3. Compensation. In full consideration of the Provider’s performance of the services set forth in each Order Form, the Provider shall be paid the amount set forth on the applicable Order Form (the “Service Fee”). The Provider will otherwise perform the services at his or her own expense and use his or her own resources and equipment. The Provider acknowledges that the Service Fee represents the Provider’s entire compensation with respect to this agreement and Favor shall have no other obligation for any other compensation to or expenses or costs incurred by the Provider in connection with this Agreement. Under no circumstances will Favor be responsible for payment of any amounts exceeding the maximum service fee set forth on the Order Form.  Any undisputed payments due shall be made within 30 days of receipt of an invoice.
    
4. Advances and Expenses. Favor will reimburse Provider only to the extent that such expenses are specifically approved as to type, scope and amount by Favor before Provider incurs such expense and only if disclosed on the Order Form. Favor will pay Provider for authorized expenses within 30 days of presentation of verifiable receipts for such expenses or other suitable documentation reasonably acceptable to Favor. In the event that Provider is required by Favor to travel or entertain, Provider will be required to provide advance notice to Favor of all plans for travel in connection with the services being rendered hereunder. 
5. Intellectual Property. Favor shall own and retain all right, title and interest in and to any deliverables made by the Provider during the course of performing the Services described in the Order Form (the “Work Product”), including any and all intellectual property rights therein. To the extent applicable, Favor shall be deemed to be the “author” of all Work Product and all such Work Product will constitute “works made for hire” under the U.S. Copyright Act (17 U.S.C. §§ 101 et seq.) and any other applicable copyright law. Provider hereby waives any and all moral rights (including rights of integrity and attribution) in and to the Work Product. For the avoidance of doubt, Favor shall have the right to use, modify, adapt, reference, link to, or otherwise distribute all Work Product (or any portion thereof) in its own advertising efforts without restriction or further compensation. To the extent that any Work Product does not constitute a work made for hire, Provider hereby assigns to Favor all right, title and interest that Provider may have or may hereafter acquire in all Work Product, including all intellectual property rights therein. At Favor’s expense, Provider shall execute all documents and take all actions necessary or convenient for Favor to document, obtain, maintain or assign its rights to the Work Product. Provider will not contest the validity of Favor’s rights in the Work Product. All such materials will be deemed to be the confidential, proprietary and trade secret information of Favor. Provider may be granted a non-exclusive license to reproduce and/or distribute the Work Product as examples of Provider’s work or for the promotion of Provider’s services, including in Provider’s personal website or portfolio, provided that Favor’s prior written consent shall be required (which may include e-mail). 
6. Confidential Information. During the course of Provider’s services for Favor, Provider will receive or have access to non-public information regarding Favor’s business, strategies, or operations (the “Confidential Information”). Provider acknowledges and agrees that such Confidential Information must be kept strictly confidential and used only in the performance of the Provider’s’ duties under this Agreement. Provider agrees that he/she will not use, disclose, communicate, copy or permit the use or disclosure of any such Confidential Information to any third party in any manner whatsoever except as directed by Favor in the course of the Provider’s performance of services under this Agreement or with the express written permission of Favor. Upon termination of this Agreement or upon the request of Favor, the Provider will return to Favor all of the Confidential Information, and all copies or reproductions thereof, which are in Provider’s possession or control.  Provider acknowledges and agrees that this Agreement does not transfer any rights to Favor’s Confidential Information, intellectual property, or other materials to Provider. 
7. Independent Provider. The Provider is retained as an independent contractor of Favor. The Provider acknowledges and agrees that (i) the Provider is solely responsible for the manner and form by which the Provider performs under this Agreement, and (ii) the Provider is a self-employed individual, who performs services similar to the services for various entities and individuals other than Favor. The Provider is responsible for the withholding and payment of all taxes and other assessments arising out of the Provider’s performance of services, and neither the Provider shall be entitled to participate in any employee benefit plans of Favor.  Provider must complete all vendor setup requirements of Favor prior to receiving payment hereunder. 
8. Indemnification. Provider agrees to indemnify, defend, and hold harmless Favor, its affiliates, and their officers, directors, employees and agents, from and against all claims, liabilities, losses, costs, damages, judgments, penalties, fines, attorneys’ fees, court costs and other legal expenses, insurance deductibles and all other expenses arising out of or relating to, directly or indirectly, from (i) a breach of this Agreement and/or any breach of Provider’s representations and warranties, (ii) the negligence, recklessness or willful misconduct of Provider or any of Provider’s employees, agents or subcontractors involved in the supply and/or production of the Provider’s service; (iii) any act or omission of Provider; or (iv) any claim that the Provider Work Product or any portion thereof infringes upon or constitutes an unauthorized use of any intellectual property rights.
   
   Provider agrees and understands that they are personally responsible for their safety and actions while working with Favor. The Provider agrees to comply with any and all applicable laws, regulations and orders issued by local, state or federal governments and any applicable policies or rules that Favor has in place. Furthermore the contractor acknowledges the contagious nature of COVID-19 and, on behalf of themselves, the Provider’s personal representatives and heirs, hereby assume all risks and all responsibility relating thereto, and agree to release, hold harmless, defend, and indemnify Favor, including its affiliates, and their employees, officers, and/or agents from and against any claims, suits, or other causes of action relating to any illness, injury or death that may occur in connection with any work completed for Favor or the Provider’s own personal interactions, including those caused solely or in part by the negligence of Favor, including its affiliates and, their employees, officers, agents, or any other person including myself, as well as any costs, judgments or settlements which may be brought or entered against them as a result therefrom. 
9. Compliance. Each party represents and warrants that its operations and activities pursuant to, in furtherance of or related to this Agreement shall not violate any applicable law, ordinance, order, rule or regulation of any governmental agency or authority, incident to or applicable or as may be applied to this Agreement. 
10. Miscellaneous. 
    1. Entire Agreement/Modification. This Agreement constitutes the entire agreement between the parties, and supersedes all prior agreements, representations and understandings of the parties, written or oral. This Agreement may not be modified or amended except pursuant to a written instrument executed by both parties. To the extent the terms of any Order Form conflict with the terms in this Agreement, the terms of this Agreement shall control.
    2. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.
    3. Notices. All notices permitted or required under this Agreement shall be in writing and shall be delivered in person, e-mail, or mailed by first class, registered or certified mail, postage prepaid, to the address of the party specified, in this Agreement or such other address as either party may specify in writing. Such notice shall be deemed to have been given upon receipt.
    4. Assignment. Provider shall not assign his rights or delegate its responsibilities under this Agreement without the prior written consent of Favor, which consent may be withheld for any reason in Favor’s sole discretion.  Favor may assign this Agreement or any of its rights hereunder at its discretion.
    5. Severability. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of this Agreement will remain in full force and effect and will in no way be impaired or invalidated.
    6. Choice of Law. This Agreement shall be construed and enforced pursuant to the laws and decisions of Texas. The parties hereby agree to the exclusive jurisdiction of the courts located in Travis County, Texas.
    7. No Waiver of Rights. If either party fails to enforce any of the provisions of this Agreement or any rights or fails to exercise any election provided in the Agreement, it will not be considered to be a waiver of those provisions, rights or elections or in any way affect the validity of this Agreement. The failure of either party to exercise any of these provisions, rights or elections will not preclude or prejudice such party from later enforcing or exercising the same or any other provision, right or election which it may have under this Agreement.