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This Services Agreement, dated as of _____________ ___, 2016 (the Agreement), is by and
between _________________ (Contractor) and Boomalang Company, a Tennessee corporation (the

W I T N E S S E T H:

WHEREAS, the Contractor and the Company desire to establish a business relationship and to set
forth in an agreement the terms and conditions of such engagement;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein,
and intending to be legally bound hereby, the parties hereto agree as follows:

1. Nature of Services. The Company hereby retains Contractor, and Contractor agrees to
accept such engagement, during the Term (as defined in Section 3), as a contractor to provided the
following services (the Services):

Contractor will engage in Spanish conversation over video on the Boomalang company
platform with students who schedule their available appointments.

The audio portion of Contractors conversation audio may be recorded, at the discretion of the teacher in
charge of the school group, and Contractor hereby agrees to such recording. These audio recordings might
be shared with the student, too.

It is the express intention of the parties that the relationship of Contractor to the Company, for so long as
Contractor is providing the Services, shall be that of independent contractor, and nothing in this
Agreement is intended or shall be construed to create a relationship of employer and employee or
principal and agent between the Company and Contractor. Contractor has no authority to act for or on
behalf of the Company or to enter into any obligations, contracts or commitments on behalf of the

2. Extent of Services. Contractor shall be reasonably available using such time, energy and
skill as may be reasonably necessary for the performance of the Services. Contractor shall provide the
Services in compliance with laws, ordinances, regulations or rules of any governmental, regulatory or
administrative body, agent or authority, any court or judicial authority, or any public, private or industry
regulatory authority. Nothing contained herein shall require Contractor to perform any act which would
violate any law, ordinance, regulation or rule of any governmental, regulatory or administrative body,
agent or authority, any court or judicial authority, or any public, private or industry regulatory authority.
Contractor hereby agrees that he has not and will not provide the Services to any other person and that the
Services are being provided to the Company on an exclusive basis.

3. Term; Termination. The Term shall commence on the date hereof and shall continue
for until the Agreement is terminated by either party. Either party may terminate this Agreement at any
time for any reason immediately upon written notice to the other party. Upon any such termination of this
Agreement, all rights and duties of the parties toward each other shall cease except (i) that the Company
shall be obligated to pay all amounts owing to Contractor for the Services, if any, in accordance with the
provisions of Section 4 hereof and (ii) Sections 5 through 14 of this Agreement shall survive termination
of this Agreement.

4. Compensation. During the Term, Contractor shall be entitled to $8.00 USD per
documented hour (or his/her respective exchanged currency equivalent) for the conversation completed
via scheduled sessions. When students do not show on-time or later than 10 min. late for a scheduled
conversation (without cancelling 24+ hours prior), Contractor can stop waiting and will receive 50% of
the amount that they would have earned had the student shown up. (i.e. Contractor will still be paid the
equivalent of $2USD for a scheduled 30-min. conversation, for example). Unless otherwise withheld by
the Company in its sole discretion, Contractor shall have the entire responsibility to discharge any and all
of Contractors obligations under foreign, federal, state or local laws, regulations or orders now or
hereafter in effect, relating to taxes, unemployment compensation or insurance, social security, workers'
compensation, disability, pension and tax withholdings (the Tax Obligations). Contractor hereby
agrees to indemnify and hold the Company harmless for any and all claims, losses, costs, fees, liabilities,
damages or injuries suffered by the Company arising out of Contractor's failure to properly discharge the
Tax Obligations. Contractor shall not be entitled to receive or participate in any insurance, retirement,
profit sharing, vacation, sick leave, social security, workmens compensation, disability or
unemployment benefits, plans or policies of any kind or nature whatsoever of the Company.

5. Confidential Information.

(a) During the Term (except as is strictly necessary in connection with Contractors
performance of Contractors duties under this Agreement) and any time thereafter, Contractor
shall keep secret and retain in strictest confidence, and shall not use for Contractors direct or
indirect benefit, or the direct or indirect benefit of any person not a party to this Agreement, any
Confidential Information, whether or not such information is embodied in writing or other
physical form or is retained in the memory of Contractor, without the Companys written consent.
Contractors obligation of confidentiality will not apply with respect to disclosures of
Confidential Information that are compelled by any legal, administrative or investigative
proceeding before any court, or any governmental or regulatory authority, agency or commission;
provided, however, that Contractor notifies the Company thereof and cooperates with the
Company in obtaining a protective order or other similar determination with respect to such
Confidential Information so long as the Company agrees to pay all costs and expenses incurred
by Contractor in connection with such cooperation. For purposes of this Agreement,
Confidential Information means any information relating to the business or affairs of the
Company and any of its subsidiaries, including, without limitation, information relating to: (i)
marketing or distribution data, (ii) business methods, plans and efforts, (iii) personnel data, (iv)
the identity, courses of dealings, or contracts with actual or potential customers, vendors,
distributors and suppliers, (v) financial statements, (vi) computer databases, software programs
and information relating to the nature of the hardware or software and how such hardware or
software is used in combination or alone, (vii) servicing methods, equipment, programs, analyses
or profit margins, and (viii) information received by the Company from a third party subject to
the terms of a confidentiality, non-disclosure or similar agreement or with the reasonable
expectation that such information would be treated as confidential or proprietary information.
Failure to mark information as confidential or proprietary will not adversely affect its status as
Confidential Information. Notwithstanding the foregoing, the following shall not be deemed
Confidential Information for purposes of this Agreement: (i) any information that is or becomes
generally available to the public other than as a result of prohibited disclosure by Contractor and
(ii) any information that becomes available to Contractor on a non-confidential basis from a
source other than the Company or its agents, which source is not prohibited from disclosing such
information to Contractor by a legal, contractual or fiduciary obligation. Contractor

acknowledges that the Confidential Information is vital, sensitive, confidential and proprietary to
the Company.

(b) Promptly upon the request of the Company, and in any event, promptly upon the
expiration or termination of the Term hereunder, Contractor shall (i) discontinue all use of the
Confidential Information, and (ii) return all documents, memoranda, notes, plans, records, reports
and other documentation, models, components, devices or computer software, whether embodied
in a disk or in other form (and all copies of all of the foregoing) that contain Confidential
Information and any other Confidential Information that Contractor may then possess or have
under Contractors control. The Companys request for Contractors return of Confidential
Information will not be deemed to constitute a termination of the Term or the provision of the
Services by Contractor under this Agreement.

6. Notice. All notices, consents, waivers, and other communications under this Agreement
must be in writing and must be delivered (i) personally, (ii) by national overnight courier with
confirmation of next-day delivery or (iii) by facsimile and will be deemed given (x) when so delivered
personally or (y) if sent by national overnight courier, two (2) days after the date of mailing, to the
addresses set forth below or (z) if sent by facsimile, upon confirmation of transmission by the transmitting
equipment (or to such other addresses and facsimile numbers as a party may designate by notice to the
other parties):

If to Contractor: _______________________

If to the Company: _______________________


7. Contractors Representation. Contractor hereby warrants and represents to the Company

that Contractor is not subject to any covenants, agreements or restrictions, including without limitation
any covenants, agreements or restrictions arising out of Contractors prior consulting or employment,
which would be breached or violated by Contractors execution of this Agreement or by Contractors
performance of his duties hereunder.

8. Validity. If, for any reason, any provision hereof shall be determined to be invalid or
unenforceable, the validity and effect of the other provisions hereof shall not be affected thereby.

9. Severability. Whenever possible, each provision of this Agreement will 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 will not affect any other provision or any other
jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein. If any court determines that
any provision hereof is unenforceable and exercises its power to reduce the scope or duration of such
provision, as the case may be, such provision, in its reduced form, shall then be enforceable.

10. Waiver of Breach; Enforcement. The waiver by the Company or Contractor of a breach
of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any

other breach of such other party. Each of the parties to this Agreement will be entitled to enforce their
rights under this Agreement to recover damages by reason of any breach of any provision of this
Agreement and to exercise all other rights existing in its favor. Contractor shall pay to Company any
costs (including legal fees and expenses) incurred by the Company to enforce or protect its rights
hereunder. The parties hereto agree and acknowledge that money damages may not be an adequate
remedy for any breach of the provisions of Section 5 of this Agreement and that any party may in its sole
discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or
injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

11. Assignment; Third Parties. Neither this Agreement, nor any of Contractors rights,
powers, duties or obligations hereunder, may be assigned by Contractor. This Agreement will be binding
upon and inure to the benefit of Contractor and her heirs and legal representatives of the Company and its
successors. Successors of the Company will include, without limitation, any company or companies
acquiring, directly or indirectly, all or substantially all of the assets of the Company whether by merger,
consolidation, purchase, lease or otherwise, and such successor will thereafter be deemed the Company
for the purpose hereof.

12. Amendment; Entire Agreement. This Agreement may not be changed orally but only by
an agreement in writing signed by the party against whom enforcement of any waiver, change,
modification, extension or discharge is sought. This Agreement embodies the entire agreement and
understanding of the parties hereto in respect of the subject matter of this Agreement, and supersedes and
replaces all prior Agreements, understandings and commitments with respect to such subject matter.

13. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Tennessee without giving effect to principles of conflicts of law.

14. Counterparts. This Agreement may be executed in counterparts, which together shall
constitute one and the same agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Services Agreement to be executed
as the day and year first written above.




Boomalang Company