This Independent Contractor Agreement (this "Agreement") is made and entered into as of the date of electronic consent (the "Effective Date") by the parties on the funding portal ("Portal") of Wefunder Portal, LLC ("Wefunder"), by and between XX Team LLC, a Delaware limited liability company ("Company"), and [Contractor Name] ("Contractor"). The parties hereby agree as follows:
Company hereby engages Contractor to make voting determinations with respect to the uncertificated securities of [Issuer Name] ("Issuer") offered through the Portal and to communicate such voting determinations as voting instructions to XX Investments, LLC ("Custodian") on behalf of the Company (the "Services"). Contractor hereby accepts such engagement, and shall perform the Services in accordance with the terms and conditions of this Agreement. Contractor shall comply with all applicable Company policies and procedures in the performance of the Services. Except as otherwise provided herein, Company shall not control the manner or means by which Contractor performs the Services.
Company shall pay Contractor 50 percent of the any compensation Company receives with respect to the Issuer ("Compensation"). Company shall pay Compensation to Contractor within 30 days of receiving compensation with respect to the Issuer.
Contractor shall maintain current records of all voting instructions it provides to Custodian (the "Records"). The Records shall be the property of Company. Within 72 hours of each vote, Contractor shall transfer the Records to Company. Contractor shall retain no property rights in the Records.
Contractor's relationship with Company is that of an independent contractor, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment, or similar relationship. Contractor hereby waives any right to participate in any Company benefit programs. Contractor shall not apply for any government-sponsored benefits that are intended to apply to employees, including, without limitation, unemployment benefits. Contractor is not authorized to make any representation, contract, or commitment on behalf of Company unless specifically requested or authorized in writing to do so by Company.
Contractor is solely responsible for all taxes incurred as a result of Contractor's performance of the Services. Contractor is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing Services under this Agreement. No part of Contractor's compensation shall be subject to withholding by Company for the payment of any social security, federal, state or any other employee payroll taxes.
Contractor may represent, perform services for, or be employed by third parties except when doing so causes Contractor to breach Contractor's obligations under this Agreement. During the term of this Agreement, Contractor shall not enter into any contract or accept any obligation inconsistent or incompatible with Contractor's obligations under this Agreement. Contractor shall disclose to Company any conflicts of interest Contractor may have with respect to the Services prior to entering into this Agreement or immediately upon determining that a conflict of interest exists. Notwithstanding the terms of this Section, Contractor may act as a portfolio manager for an SPV advised by Wefunder Advisors in connection with future raises by Issuer.
Company shall indemnify and hold harmless Contractor from and against any loss, damage, liability or claim suffered, incurred by, or asserted against Contractor, including expenses of legal counsel arising out of, in connection with or based upon any act or omission by Contractor relating in any way to this Agreement or the Services, so long as Contractor is not grossly negligent and has acted in good faith.
This Agreement is effective as of the Effective Date and shall terminate on completion of the Services, unless terminated earlier as set forth below.
Company or Contractor may terminate this Agreement at any time upon express written notice to the other party of termination. If Contractor terminates this Agreement, Contractor forfeits any Compensation that would otherwise be due to Contractor after the date of termination.
The provisions of Sections 4.1, 5, 6.1, 7, and 8 shall survive any termination or expiration of this Agreement.
Contractor may not subcontract or otherwise assign, transfer, or delegate Contractor's rights or obligations under this Agreement without Company's prior written consent.
This Agreement may not be assigned or amended without the consent of the other party.
This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles.
All notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing.
If any provisions of this Agreement are held for any reason to be unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect.
This document represents the entire Agreement, and supercedes any previous agreements, among the parties relating to the subject matter of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
COMPANY:XX TEAM LLC
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