This Independent Contractor Agreement (“Agreement”) is made as of ________, 2024 (“Effective Date”) between Kopick, Inc. (“Principal”), a California corporation located at 6940 Beach Blvd., Suite D212, Buena Park, California, and C&J Judo Inc. Inc (“Contractor”), a California corporation located at 3923 W. Olympic Blvd. Los Angeles, CA 90019.
WHEREAS, the purpose of this Agreement is to establish the terms and conditions governing the relationship between Party A and Party B;
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The Source: The Source is the shopping mall where the subject premises are located and operated for commercial and educational purposes.
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Eplex Inc: Eplex Inc is an educational institution situated within The Source, occupying certain premises under a Lease Agreement with The Source.
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Kopick.Inc (Eplex Sports Academy): Kopick Inc, operating under the name Eplex Sports Academy, shares the same building as Eplex Inc under a Sublease Agreement with Eplex Inc.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereby agree as follows:
Whereas Principal operates a business under the name Eplex Sports Academy, teaching martial arts classes, particularly Taekwondo, primarily to children.
Whereas the Contractor wishes to act as an independent contractor and conduct Judo classes at the above location.
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Services to Be Performed
Contractor agrees to perform the following services:
(i) Teach Judo to students;
(ii) Train students in self-defense;
(iii) Actively always monitor students to ensure safety and well-being, especially during sparring and grappling;
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Payment
In consideration for the services to be performed by Contractor, Principal agrees to pay Contractor, and Contractor agrees to accept, as full and complete compensation for services rendered: Contractor shall be responsible for collecting dues from students, receiving 60% of the collected amount as compensation. The principal shall retain 40% of the collected payments. Payments to Contractor will be made promptly once a month following the clearance of online or credit card payments. If a student fails to pay, or Principal is unable to collect for any reason, no payment shall be made to Contractor for that respective portion.
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Expenses
Contractor shall be responsible for all expenses incurred while performing services under this Agreement. This includes automobile, truck, and other travel expenses, vehicle maintenance and repair costs, license fees and permits, insurance premiums, fuel and other taxes, cell phone expenses, meals, and all salaries, expenses, and other compensation paid to employees or contract personnel that Contractor hires to complete the work under this Agreement.
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Vehicles and Equipment
Contractor will furnish all vehicles, equipment, tools, and materials used to provide the services required by this Agreement. Principal will not require Contractor to rent or purchase any equipment, product, or service as a condition of entering into this Agreement.
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Independent Contractor Status
Contractor is an independent contractor, and neither Contractor nor Contractor's employees or contract personnel are, or shall be deemed, Principal's employees, agents, or partners. In its capacity as an independent contractor, Contractor agrees and represents, and Principal agrees, as follows:
(i) Contractor has the right to perform services for others during the term of this Agreement. The term of this Agreement shall be for a period of 3 months from the date of this Agreement, and shall automatically renew for another 3 months unless one party provides written notice of intent not to renew at least 20 days prior to expiration.
(ii) Contractor has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed. However, to coordinate with other classes held at Eplex Sports Academy, Contractor must consult with Principal about the routes taken, starting and quitting times, days of work, and order the work is performed.
(iii) Contractor has the right to hire assistants or subcontractors to provide the services required by this Agreement.
(iv) The services required by this Agreement shall be performed by Contractor.
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Business Licenses, Permits, and Certificates
Contractor represents and warrants that Contractor is qualified to teach Judo and will comply with all federal, state, and local laws requiring licenses, business permits, and certificates required to carry out the services to be performed under this Agreement.
Principal has the right to request a legitimate identification or related credential from Contractor, who must respond promptly and provide the necessary documents.
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State and Federal Taxes
Principal will not:
• Withhold FICA (Social Security and Medicare taxes) from Contractor's payments or make FICA payments on Contractor's behalf.
• Make state or federal unemployment compensation contributions on Contractor's behalf.
• Withhold state or federal income tax from Contractor's payments.
Contractor shall pay all taxes incurred while performing services under this Agreement—including all applicable income taxes and, if Contractor is not a corporation, self-employment taxes. Upon demand, Contractor shall provide Principal with proof that such payments have been made.
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Fringe Benefits
Contractor understands that neither Contractor nor Contractor's employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of Principal.
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Unemployment Compensation
Principal shall make no state or federal unemployment compensation payments on behalf of Contractor or Contractor's employees. Contractor will not be entitled to these benefits in connection with work performed under this Agreement.
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Workers' Compensation
Principal shall not obtain workers' compensation insurance on behalf of Contractor or Contractor's employees. If Contractor hires employees to perform any work under this Agreement, Contractor will cover them with workers' compensation insurance to the extent required by law and provide Principal with a certificate of workers' compensation insurance before the employees begin the work.
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Insurance
Principal shall not provide insurance coverage of any kind for Contractor or Contractor's employees or contract personnel. Contractor shall obtain and maintain commercial general liability insurance coverage in the minimum amount of $1,000,000 during the entire term of this Agreement, including coverage for bodily injury, personal injury, broad form property damage, contractual liability, cross-liability, and martial arts instructor’s general liability insurance coverage. Before commencing any work, Contractor shall provide Principal with proof of this insurance and that Principal has been made an additional insured under the policies.
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Indemnification
Contractor shall indemnify and hold Principal harmless from any loss or liability arising from performing services under this Agreement.
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Terminating the Agreement
Either party may terminate this Agreement at any time by giving 20 days' written notice to the other party of the intent to terminate.
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Exclusive Agreement
This is the entire Agreement between Contractor and Principal.
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Modifying the Agreement
This Agreement may be modified only by a writing signed by both parties.
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Resolving Disputes
If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Orange County, CA. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to final and binding arbitration. The arbitration shall be held in Orange County, California. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. The party prevailing in the arbitration will be entitled to an award of all actual attorney’s fees and costs incurred in pursuit of the claim.
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Confidentiality
Contractor acknowledges that it will be necessary for Principal to disclose certain confidential and proprietary information to Contractor for Contractor to perform duties under this Agreement. The contractor acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm Principal. Accordingly, Contractor will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of Principal without Principal's prior written permission.
Proprietary or confidential information includes:
• The written, printed, graphic, or electronically recorded materials furnished by Principal for Contractor to use.
• Any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that Principal makes reasonable efforts to maintain the secrecy of.
• Business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind.
Upon termination of Contractor's services, Contractor shall deliver to Principal all materials in Contractor's possession relating to Principal's business, including all records of the accounts of students regardless of who prepared the records. However, Contractor holds possession of the materials that Contractor personally brought or purchased.
Contractor acknowledges that any breach or threatened breach of Clause 17 of this Agreement will result in irreparable harm to Principal for which damages would be an inadequate remedy. Therefore, Principal shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of Clause 17 of this Agreement. Such equitable relief shall be in addition to Principal's rights and remedies otherwise available at law.
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Proprietary Information
The product of all work performed under this Agreement (“Work Product”) will be the sole property of Principal, and Contractor hereby assigns to Principal all right, title, and interest therein. This includes all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress, and deliverables. The contractor retains no right to use the Work Product and agrees not to challenge the validity of Principal’s ownership in the Work Product.
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Assignment and Delegation
Contractor may not assign or subcontract any rights or delegate any of its duties under this Agreement without Principal’s prior written approval.
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Applicable Law
This Agreement will be governed by California law, without giving effect to conflict of laws principles.