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Independent Contractor’s Agreement

This Agreement is made and entered into on this 10th day of October , 2023, by
and between:

45Info GmbH., a corporation duly organized and


existing under the laws of the Federal Republic of Germany, with
office address at 14482 Karl-Liebknecht-Strasse 21-22 Potsdam,
Germany, represented by its Director Ralf von Grafenstein (“Company”);

And

Le Dinh Anh Tuan, of legal age, residing at


Thon Thanh Tin, Xuan Loc, Trieu Son, Thanh Hoa, Vietnam (“Independent Contractor”)

WHEREAS

A. The Company is engaged in the service of providing online support services, including without
limitation to, selection and screening of independent virtual staff for its clients/customers (“Client” or
“Clients”);

B. The Independent Contractor offered his/her services to the Company and warrants that he/she will
provide expert advice and assistance to the Company to ensure successful management and operations
of the business based on his/her education, training, experience and personal know-how.

C. The Company desires to engage the service of the Independent Contractor, as its independent
external management consultant, upon reliance on the Independent Contractor’s representation, subject
to the terms and conditions in this Agreement.

NOW, THEREFORE, the parties hereby agree as follows:

1. SERVICES

(a) The Independent Contractor shall perform specialized activities involving his/her expert and technical
know-how in relation with consulting service (the“Services”) for the Company that are occasionally or
temporarily needed.

(b) It is understood and agreed that the Independent Contractor’s Services include full-time and exclusive
assistance to the Company at the agreed day(s) and time semi-flexible,
8 hrs/day, 40 hrs/wk (the required hours may vary depending on the number of working days per cut off).
The Independent Contractor undertakes to provide excellent and quality service to the satisfaction of the
Company and shall provide all services as may be required by the Company.
(c) The Independent Contractor shall perform the services in a completely independent manner under
his/her sole responsibility. The Independent Contractor cannot commit or otherwise bind the Company
unless specifically authorized.

(e) The management will conduct a random verification process through video calls given that the
Independent Contractor has logged in for work and is available for a call.

2. REPRESENTATIONS, WARRANTIES, UNDERTAKINGS

2.1 Representations and Warranties. The Independent Contractor hereby warrants, affirms and
acknowledges that:

i. He/she carries on a distinct and independent business and undertakes to perform the Service on
his/her account and under his/her own responsibility, according to his/her own manner and method, and
free from the control and direction of the Company in all matters connected with the performance of the
Service except as to the results thereof;

ii. He/she has adequate resources to be actually and directly used in the performance or completion of
the Service, including but not limited to the hardware, software, headset, and internet connection;

iii. He/she acknowledges and represents being a self-employed/independent entrepreneur/contractor


entering into this Agreement. Except for the FEES provided in the paragraph below, the Independent
Contractor shall be responsible for all other expenses related to the performance of the Services;

iv. He/she is of good moral character and has not been convicted of a crime involving moral
turpitude; and

v. He/she is in good health, fit, and capable of performing the Services.

2.2 Undertakings. The Independent Contractor personally undertakes that:

i. He/she shall not disclose or use any Confidential Information without the written consent of the
Company.

ii. He/she shall provide excellent and quality service to the satisfaction of the Company and shall provide
all related and necessary services as may be required by the Company.

iii. He/she shall comply with the code of ethics, guidelines, and rules and regulations provided by the
Company.

iv. He/she shall NOT receive money or anything of value from any Client of the Company, whether
directly or indirectly, without the Company’s consent.

v. He/she shall NOT work for any Client of the Company without the Company’s consent.

vi. He/she shall NOT solicit, offer, nor accept any business venture to any Client, employee,
contractor, agent, or consultant of the Company, whether directly or indirectly, without the Company’s
consent.
vii. He/she shall NOT engage in any business or employment-related or similar to the business of the
Company without the Company’s consent; and shall NOT solicit or induce any of the employees,
representatives, agents, contractors, consultants or Clients of the Company to leave or terminate its
relations with the Company.

2.3 Effect of Breach. In case of breach or violation of any stipulation or term of this Agreement, the
Independent Contractor agrees to pay the Company or its successors-in-interest the sum of USD
$2,000.00 as liquidated damages, but such payment is not intended to release the Independent
Contractor from the obligations undertaken, or from liability for further breach thereof. For this purpose, it
is understood that the Independent Contractor authorizes the Company to deduct the liquidated damages
from the Independent Contractor’s final fees, without prejudice to the Company’s right to file a civil or
criminal action against the Independent Contractor, if applicable.

3. FEES

(a) After the set of test tours are completed, the Company shall then pay the Independent Contractor
400 USD gross per month for the Services payable every 5th and 20th of the month in equal
installments through paypal/bank which account should be under the Independent Contractor’s name.

(b) The Independent Contractor will be paid the said monthly gross income if they have completed the
required hours for each cut off (the required hours may vary depending on the number of working days
per cut off).

(c) Payment for paypal deductions and bank fees allocated as follows: fees of the Customer’s bank
and intermediary banks are paid by the Contractor.

(d) The Independent Contractor shall invoice the Company for such fees.

(e) All taxes and filings shall be the responsibility of and shall be made by the Independent
Contractor.

(f) The Company shall pay the Independent Contractor basic hourly rates for some approved VN-based
holidays or double the rate if the Independent Contractor is required to work during those days.

(g) The Independent Contractor is entitled to a total of 12 paid day-offs in a service year under the
following criteria:

⦁ The Independent Contractor notifies the company 5 days prior to the scheduled paid time-off and is
approved by the Company.

⦁ In the event of an accident, illness or emergency, the independent contractor has to inform the company
immediately when able and provide an explanation with evidence.

4. TERM AND TERMINATION


4.1. Term. This Agreement and the obligations and rights of the parties hereunder shall commence on
(“Effective Date”) and shall be effective unless otherwise terminated in accordance with this Agreement.

4.2. Involuntary Termination. In addition to the remedy provided under Section 2.3, the Company may
terminate this Agreement with immediate effect for the Independent Contractor’s breach of any provision
hereof and/or any of his/her obligations hereunder, including the following:

i. If the Independent Contractor induces or tries to induce any of the employees, representatives,
contractors, agents or Clients of the Company to leave or to terminate the services of the Company or
any of its subsidiaries or affiliates;

ii. If the Independent Contractor commits, or induces or attempts to induce any of the employees,
representatives, contractors, agents or Clients of the Company or any of its affiliates or subsidiaries or
other persons associated now or hereafter with the Company to commit, any act of disloyalty to the
Company or any of its subsidiaries or affiliates;

iii. When the Independent Contractor participates by himself/herself, or in collusion with any other person,
commits or attempts to commit any other act which defrauds or adversely affects the Company or any of
its subsidiaries or affiliates;

iv. If the Independent Contractor makes any false statement or misrepresentation in his/her
application or any other related document as an Independent Contractor;

v. If the Independent Contractor violates any rules and regulations or guidelines of the Company and
applicable standard or norm of conduct of professional ethics of an Independent Contractor;

vi. When the Independent Contractor violates or in any way fails to comply with any of the terms and
conditions stipulated in this Agreement and/or any of its amendments or modifications;

vii. If the Independent Contractor discloses any Confidential Information as defined in Section 5.1, without
the Company’s prior written consent; and

viii. If the Independent Contractor fails to remit or return, or unnecessary delay the remittance or return of
the property of the Company and or any of its subsidiaries, affiliates, or its Clients.

4.3 Voluntary Termination. This Agreement may be terminated by either party upon two (2) weeks notice
to the other party.

4.4. Effect of Termination. Upon termination of this Agreement, the Independent Contractor shall
promptly account for, return, and deliver to the Company, his/her I.D. cards, documents, and all the
Company’s or Client’s property which may have assigned or entrusted to his/her care. The failure of the
Independent Contractor to return such properties entitles the Company to deduct the full costs of
unreturned or damaged properties from the Independent Contractor’s final fees. Notwithstanding any
provision to the contrary, the provisions under Section 5 shall remain effective for a period of one (1) year
from date of termination of this Agreement.

5. CONFIDENTIALITY, NON-COMPETE AND NON-SOLICITATION


5.1 Confidential Information. The Independent Contractor acknowledges that he/she may, in the course
of performing his/her responsibilities under this Agreement, be exposed to or acquire Confidential
Information of the Company, its affiliates, subsidiaries, or its clients. “Confidential Information” means
proprietary or non-public information that the Independent Contractor obtains knowledge of or access to
in connection with the transactions contemplated by this Agreement, including without limitation
information related to the Company’s and/or Client’s business, business processes and practices,
marketing strategy, integration layout specifications, user interfaces, other strategic information, and the
information presented in the Appendices hereto, in any media (whether tangible or intangible and
whether in written, magnetic, optical, electronic or other form). “Confidential Information” will be deemed
not to include information which (i) is or becomes publicly known or is publicly available, (ii) becomes
known to the Independent Contractor other than from the Company and/or its Client or becomes known
to third parties other than from the Company and/or its Client (except for disclosures subject to a
confidentiality agreement), or (iii) would otherwise constitute “Confidential Information” of the Company
and/or its Client, but which the Company and/or its Client is required by court order or other legal process
to disclose.

5.2 Non-Disclosure. During the term of this Agreement and for a period of one (1) year thereafter, the
Independent Contractor agrees to hold the Company’s and/or its Client’s Confidential Information in strict
confidence and not to disclose such Confidential Information or to use such Confidential Information for
any purpose whatsoever, other than the provision of Services hereunder. Without limitation to the
foregoing, the Independent Contractor will advise the Company immediately in the event that the
Independent Contractor learns or has reason to believe that any person who has had access to
Confidential Information has violated or intends to violate the terms of this Agreement and/or intends to
disclose such Confidential Information to unauthorized persons. In such a case, the Independent
Contractor will, at his/her expense, cooperate with the Company in seeking injunctive or other equitable
relief in the name of the Company. Upon termination of this Agreement, the Independent Contractor will
destroy or turn over to the Company, all documents, papers and other matter in his/her possession or
under his/her control that contain Confidential Information or summaries thereof.

5.3 Non-Compete. During the term of this Agreement and for a period of one (1) year thereafter, the
Independent Contractor cannot participate, directly or indirectly, in the ownership, establishment,
management, or operation of any business similar or competitive to the business of the Company. This
prohibition includes employment, consultancy, or agency with any business similar or competitive to the
business of the Company, including the business of any Client or former Client of the Company.

5.4 Non-Solicitation. During the period commencing on the Effective Date and ending on the date one

(1) calendar year after the termination of this Agreement, the Independent Contractor agrees that he/she
will not, directly or indirectly, either for himself/herself or for another person/firm, solicit or attempt to
solicit, for employment or on a freelance basis, any person, whether employed, contracted, or hired by
the Company or its Clients. If any current or former employee, contractor, or agent of the Company is
employed, contracted, or hired by or through the Independent Contractor, whether for himself/herself or
for another firm, within the covered year, the Independent Contractor will reimburse the Company for all
training and educational expenses invested in such employee, contractor, or agent, or, in case no such
training and educational expenses were spent by the Company, liquidated damages in the amount of
US$2,000.00. In case a Client transfers to the Independent Contractor through his/her solicitation,
whether directly or indirectly, the Independent Contractor agrees to reimburse the Company for all
expenses incurred and loss of profit for a period of one (1) year, due to the transfer of the client of the
Company to the Independent Contractor.
5.5. Effect of Breach. It is understood that the damages provided in this Section 5 is in addition to
whatever liability the Independent Contractor may incur under the law and this Agreement.

6. MISCELLANEOUS

6.1 Assignment. The Company may assign its rights or delegate its duties under this Agreement, either in
whole or in part, without the prior written consent of the Independent Contractor, but subject to
subsequent notice. The Independent Contractor shall not assign his/her rights or delegate his or her
duties without the prior written consent of the Company.

6.2 Relationship of Parties. This Agreement does not establish any relationship of partnership, joint
venture, employment, franchise or agency between the Independent Contractor and the Company or any
of its affiliates, subsidiaries, or Clients. Neither the Independent Contractor nor the Company will have
the power to bind the other or incur obligations on the other’s behalf without the other’s prior written
consent.

6.3 Construction and Interpretation. This Agreement, together with the appendices hereto, represents the
complete agreement and understanding of the parties with respect to the subject matter herein, and
supersedes any prior or contemporaneous written or oral agreement or understanding. The captions and
headings appearing in this Agreement are for reference only and will not be considered in construing this
Agreement.

6.4 Amendment. This Agreement may be amended or modified only through a written instrument signed
by both parties. No term or provision in any purchase order, invoice or other business form of the
Company will control the relationship of the parties or supersede any conflicting term or provision of this
Agreement.

6.5 Counterparts. This Agreement may be executed in multiple counterparts, each of which is deemed an
original, but all of which together constitute one and the same instrument.

6.6 Separability. Should any provision of this Agreement be held invalid or unenforceable, such invalidity
will not invalidate the whole of this Agreement but rather that provision held invalid only. In such case, the
parties undertake to amend the invalid provision to cure its defects but will ensure, as much as possible,
to achieve nearly the same effect as the original.

6.7 Waiver. Waiver by either party of any breach of any provision of this Agreement will not operate or be
construed as a waiver of any subsequent, similar breach.
IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to
execute and deliver this Agreement as of the Effective Date.

Company:
45Info GmbH
14482 Karl-Liebknecht-Strasse 21-22
Potsdam
Germany

Sparkasse Main Franken


IBAN: DE45 7905 0000 0046 4819 25
BIC: BYLADEM1SWU

Ralf von Grafenstein ____________________

Independent Contractor:

Le Dinh Anh Tuan


Independent Contractor
Address: Thon Thanh Tin, Xuan Loc, Trieu Son, Thanh Hoa
Vietnam
ID presented: Citizen Identity Card
ID number: 038202012497
ID presented: Driver’s License
ID number: 010227040837
Le Dinh Anh Tuan ___________________
Date: 10 October 2023

*Please attach a scanned copy of your 2 valid IDs here*

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