edit FOR HIRING COMPANIES

Sales Agreement for Services

This Sales Agreement for Services (“Agreement”) is made between AVLancer, Inc., (“AVLancer”) and the CUSTOMER

DESCRIPTION OF SERVICES

AVLancer will provide to CUSTOMER the following services (collectively, the “Services”): Audio Visual Staffing Services. AVLancer will help the customer to connect with freelance professionals as requested via our online ordering system or direct emails to sales@avlancer.com or direct correspondence with any AVLancer representative. All service times requested are estimated by the CUSTOMER. If additional work is requested, all associated costs will be added to the final invoice.

Minimum Calls

• 5 Hour (Half Day) – 5 Hour minimum calls will apply and all shifts will bill a minimum of 5 working hours. Any time worked past 5 hours will cause the shift to convert to a 10 hour (Full Day) call.
• 10 Hour (Full Day) – 10 Hour minimum calls will apply to all high end shifts and will bill a minimum of 10 working hours.
• Overtime – OT applies after 10 hours and is billed at time + one half (1.5x the hourly rate). Overtime also applies for all hours worked after 12 Midnight.
• Double Time – Double time is billed at 2x the hourly rate. Double time applies after 12 hours.

Parking Expenses

Parking expenses are based on event location and will be billed per shift and based on rates for the specific venue or location freelancers are reporting to. AVLancer makes every effort to find the best and most affordable parking options within walking distance of venue. Parking expenses will also be included in estimated costs whenever possible to help you anticipate these costs when planning your events.

Breaks / Meal Breaks

Freelancers must be given breaks according to the following rules.
• One 15 minute break per 5 hour shift
• One, 1 hour walk away meal break per 10 hour shift is required at or before 5 hours worked. (this hour is not billable)
• The 1 hour walk away meal break can be waived if the client provides a meal onsite for the Freelancer (this meal time is then billable)
• Meal Penalty – A meal penalty of 1.5x the effective hourly rate shall be applied in the event that meal break is not provided to the Freelancer.

PAYMENT

Payment shall be made to AVLancer, Inc., www.avlancer.com Denver, Colorado 80212. CUSTOMER agrees to pay AVLancer as follows: All invoices must be paid in full before work begins. Qualified customers may be granted payment terms of Net30. Customers who do not quality for terms will be required to pay at least 50% of the estimated event total due prior to the event start and the remaining balance due on receipt at the close of the event. All accounts in excess of 30 days will be assessed a 2% monthly late charge (24% per annum) or the maximum percentage allowed under applicable laws, whichever is less. A 2% Discount is available when you sign up for Automatic Credit Card Billing of events immediately upon completion. CUSTOMER shall pay all costs of collection, including without limitation, reasonable attorney fees. In addition to any other right or remedy provided by law, if CUSTOMER fails to pay for the Services when due, AVLancer has the option to treat such failure to pay as a material breach of this Agreement, and may cancel this Agreement and/or seek legal remedies as described below under “Remedies on Default.”

CANCELLATIONS

Services may be cancelled up to 24 hours prior to the start time of the shift without penalty. Any cancellations made with less than 24 hours notice prior to the start time of any shift will be billed in full. This policy is strictly enforced to protect the interests of the freelancers and maintain what we consider to be “good business practices” and keep in line with nationwide industry standards.

WARRANTIES

AVLancer shall provide its services and meet its obligations under this Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in AVLancer’s community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to AVLancer on similar projects.

TERM

This Agreement may be terminated by either party upon 60 days prior written notice to the other party.

DEFAULT

The occurrence of any of the following shall constitute a material default under this Agreement:

1. The failure to make a required payment when due.
2. The insolvency or bankruptcy of either party.
3. The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
4. The failure to make available or deliver the Services in the time and manner provided for in this Agreement.

REMEDIES ON DEFAULT

In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 90 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.

FORCE MAJEURE

If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

CONFIDENTIALITY

AVLancer, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of AVLancer, or divulge, disclose, or communicate in any manner, any information that is proprietary to CUSTOMER. AVLancer and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement.

NOTICE

Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the addresses listed above or to such other address as one party may have furnished to the other in writing. The notice shall be deemed received when delivered or signed for, or on the third day after mailing if not signed for.

ASSIGNMENT

Neither party may assign or transfer this Agreement without prior written consent of the other party, which consent shall not be unreasonably withheld.

ENTIRE AGREEMENT

This Agreement contains the entire agreement of the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

AMENDMENT

This Agreement may be modified or amended if the amendment is made in writing and signed by both parties.

SEVERABILITY

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

WAIVER OF CONTRACTUAL RIGHT

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

APPLICABLE LAW

This Agreement shall be governed by and construed according to the laws of the State of Colorado without reference to its conflicts of law principles.

FOR FREELANCERS

Independent Contractor Agreement

This Independent Contractor Agreement (“Agreement”) is made and entered into between AVLancer, Inc, and the Independent Contractor signing below.

Term of Agreement

This Agreement will become effective immediately and will end if both parties agree to its termination in writing.

Services to Be Performed

AVLANCER desires that Independent Contractor perform, and Independent Contractor agrees to perform, technical audio-visual or related work and any set/strike tasks required for the completion of each specific project.

Minimum Calls

• 5 Hour (Half Day) – 5 Hour minimum calls will apply and all shifts will bill a minimum of 5 working hours. Any time worked past 5 hours will cause the shift to convert to a 10 hour (Full Day) call.
• 10 Hour (Full Day) – 10 Hour minimum calls will apply to all high end shifts and will bill a minimum of 10 working hours.
• Overtime – OT applies after 10 hours and is billed at time + one half (1.5x the hourly rate). Overtime also applies for all hours worked after 12 Midnight.
• Double Time – Double time is billed at 2x the hourly rate. Double time applies after 14 hours.

Parking Expenses

Parking expenses are based on event location and will only be reimbursed when incurred and reported with reciepts by freelancers. Freelancers are encouraged to always park in lots with the best possible rates when working in locations where free parking is not an option.

Breaks / Meal Breaks

Freelancers must be given breaks according to the following rules.
• One 15 minute break per 5 hour shift
• One, 1 hour walk away meal break per 10 hour shift is required at or before 5 hours worked. (this hour is not billable)
• The 1 hour walk away meal break can be waived if the client provides a meal onsite for the Freelancer (this meal time is then billable)
• Meal Penalty – A meal penalty of 1.5 x the effective hourly rate shall be applied in the event that meal break is not provided to the Freelancer.

Independent Contractor Status

Independent Contractor is an independent contractor in the performance of each and every part of this Agreement and that nothing in this Agreement is intended or shall be construed, to denote or designate Independent Contractor as the employee, agent, partner, or joint venture of AVLANCER. Furthermore, Independent Contractor’s employees or contract personnel are not the employees of AVLANCER. Independent Contractor and AVLANCER agree to the following rights consistent with an independent contractor relationship. a. Independent Contractor has the right to perform services for other businesses during the term of this agreement. b. Independent 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. AVLANCER is interested only in the results obtained by Independent Contractor under this Agreement; AVLANCER reserves the right to accept or reject in whole or in part, the work product provided by Independent Contractor. c. Independent Contractor agrees that Independent Contractor is responsible for transporting and supplying, at Independent Contractor’s own expense, any necessary specialized equipment and tools necessary for Independent Contractor use in the performance of this Agreement, with the exception of the audio-visual equipment required for each project. d. Independent Contractor shall have no right, power or authority in any way to bind AVLANCER to the fulfillment of any condition, contract or obligation, or to create any liability binding on AVLANCER. f. Independent Contractor understands that neither Independent Contractor nor any dependent or any other individual claiming through Independent Contractor will be eligible to participate in, or receive benefits under, any of the employee benefit plans, programs or arrangements maintained by AVLANCER (collectively, the “Plans”), and hereby waives irrevocably any and all rights to participate in, or receive benefits under any of the Plans. Independent Contractor further understands and agrees that none of Independent Contractor employees or agents will be eligible for any benefits under the Plans.

Management

Independent Contractor shall have all necessary skills and expertise to perform work under this Agreement. Client project management should only be needed to provide guidance and direction.

Terms of Payment

AVLANCER shall pay Independent Contractor according to the following terms and conditions.

• Fees for services must be agreed to prior to the start of each project.
• Independent Contractor will submit invoices to AVLANCER for each project completed by Independent Contractor.
• Invoices will be based on a predetermined and agreed upon project and/or daily rate.
• The invoice format must follow Company’s standard specifications.
• Invoices must be submitted within five business days from the close of the specific project. AVLANCER reserves the right to not pay any invoices received later than 90 days following the close of the specific project.
• Payment Terms: Compensation shall be payable to Independent Contractor upon completion of the services rendered as soon as AVLANCER, INC receives payment from the client. This is usually 30 days from receipt of your invoice.

Expenses

Independent Contractor shall be responsible for all expenses incurred while performing services under this Agreement unless otherwise agreed to in writing by AVLANCER.

State and Federal Taxes

AVLANCER will not:

• withhold FICA (Social Security and Medicare taxes) from Independent Contractor’s payments or make FICA payments on Contractor’s behalf
• make state or federal unemployment compensation contributions on Independent Contractor’s behalf
• withhold state or federal income tax from Independent Contractor’s payments Independent Contractor shall pay all taxes incurred while performing services under this Agreement-including all applicable income taxes and, if Independent Contractor is not a corporation, self-employment (Social Security) taxes. Upon demand, Independent Contractor shall provide AVLANCER with proof that such payments have been made.

Independent Contractor’s Responsibility for Insurance, Including Workers’ Compensation

AVLANCER shall not obtain workers’ compensation insurance or maintain any comprehensive general liability insurance on behalf of Independent Contractor or employees of Independent Contractor, and that it is the sole responsibility of Independent Contractor to obtain and keep in force such insurance as required by law or, where not required by law, as Independent Contractor deems appropriate. Independent Contractor assumes all risks in connection with the adequacy of any and all such insurance that Independent Contractor elects to obtain.

Unemployment Compensation

AVLANCER shall make no state or federal unemployment compensation payments on behalf of Independent Contractor or Independent Contractor’s employees or contract personnel. Independent Contractor will not be entitled to these benefits in connection with work performed under this Agreement.

Indemnification and Hold Harmless by Independent Contractor

Independent Contract further acknowledges and agrees that it will do nothing to harm AVLANCER and/or its clients, and in the event any claims by any person or entity brought against AVLANCER relating in any way to the work performed by Independent Contractor, Independent Contractor agrees to indemnify and hold AVLANCER harmless. Independent Contract further agrees and understands that it is responsible for its own employees and will indemnify and hold AVLANCER harmless from any claims brought against AVLANCER by Independent Contractor and its employees or anyone else brought in by Independent Contractor to perform work on Independent Contractor’s behalf under this Agreement.

Termination of Agreement

AVLANCER or Independent Contractor may terminate this Agreement at any time, upon the giving of thirty (30) days written notice to the other party. Notice shall be deemed to have been sufficiently given, either when delivered personally or when sent by first-class mail addressed to the other party at the addresses set forth in this Agreement. Moreover, AVLANCER may terminate this Agreement without notice in the event that Independent Contractor breaches any material provision of this Agreement or Independent Contractor otherwise acts in a manner that is materially harmful to the business interests or reputation of the Company.

Assignability

This agreement shall not be transferred or assigned, in whole or in part, by Independent Contractor without the prior written consent of AVLANCER.

Severability

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force if the essential provisions of this Agreement for AVLANCER and Independent Contractor remain valid, binding, and enforceable.

Applicable Law

The laws of the state of Colorado will govern this Agreement.

Waiver

No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of either party to require the performance of any term or obligation of this Agreement, or the waiver by either party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

Exclusive Agreement

This is the entire Agreement between AVLANCER and Independent Contractor.

Confidential Information and Non-Solicitation

1. Independent Contractor recognizes that during the course of performing work under this Agreement, Independent Contractor may acquire knowledge of confidential and proprietary information for a client of AVLANCER, including, but not limited to client contact information (“Confidential Information”). Independent Contractor agrees to keep all such Confidential Information in a secure place and further agrees not to publish, communicate, divulge, use or disclose, directly or indirectly, for Independent Contractor own benefit or for the benefit of another, either during or after the term of this Agreement, any such Confidential Information unless authorized by AVLancer, Inc. Upon termination of this Agreement, Independent Contractor shall deliver all records, data, information and other documents containing Confidential Information that were produced or acquired during the performance of this Agreement, and all copies thereof, to AVLANCER. Such material is and shall remain the property of AVLANCER, except as noted elsewhere in this Section.
2. This obligation of confidentiality shall not apply with respect to information (i) that Independent Contractor can conclusively demonstrate with documentary evidence is generally known to, and available for use by, the public other than as a result of the breach of this Agreement or any other agreement pursuant to which Independent Contractor owes any duty of confidentiality to AVLANCER or a client of AVLANCER (“Client”); (ii) that is required to be disclosed pursuant to applicable law or an order of a court of competent jurisdiction (but only to the extent of such required disclosure); or (iii) that Independent Contractor reasonably determines is necessary to be disclosed in order for Independent Contractor to perform Independent Contractor obligations and/or enforce Independent Contractor rights against AVLANCER under this Agreement (but only to the extent necessary to perform such obligations or enforce such rights). If Independent Contractor becomes compelled by applicable law or an order of a court of competent jurisdiction to disclose any Confidential Information, Independent Contractor will provide the Company with prompt written notice of such requirement so that the Company may seek a protective order or other remedy with respect to such compelled disclosure. If such a protective order or other remedy is not obtained by or is not available to AVLANCER, Independent Contractor will ensure that only the minimum portion of such Confidential Information that is legally required to be disclosed is so disclosed, and Independent Contractor will use all reasonable efforts to obtain assurances that confidential treatment will be given to such Confidential Information.
3. Unless otherwise agreed to in writing, Confidential Information includes, but is not limited to, software, source code, software summaries, software design, program logic, flow charts, program listings, functional specifications, logical models, user guides, operator guides, installation guides, and other supporting or programming materials, designs, reports, manuals, documents, patterns, specifications, data or other technical or proprietary information, client information, business and marketing strategies, personnel information, and any equipment or material of every description furnished to Independent Contractor for a Client.
4. Any Confidential Information furnished to Independent Contractor by a Client is and shall remain property of the Client. Independent Contractor shall not substitute any of AVLANCER other property for the Client’s property except in rendering services under this Agreement. While such Client property is under the management or control of Independent Contractor, Independent Contractor shall be responsible for any damage to such property. If requested by the Client as a condition of service, Independent Contractor may be required to sign a separate confidentiality waiver.
5. Independent Contractor recognizes that AVLANCER invests substantial time, money and other resources attracting and retaining employees and clients. Independent Contractor agrees and covenants that for a period of twelve (12) months following termination of this Agreement he will not (without first obtaining the written permission of Company) directly or indirectly participate in the solicitation of any business of any type conducted by Company during the period of Independent Contractor’s employment with Company from any person or entity which was a client or customer of Company during the period of Independent Contractor’s employment with Company, or was a prospective customer of Company from which Independent Contractor (or employees under Independent Contractor’s supervision) solicited business or for which a proposal for submission was prepared during the period of Independent Contractor’s employment with Company. Independent Contractor agrees that for a period of twelve (12) months following termination of this Agreement, Independent Contractor will not solicit or recruit any Company’s client to terminate its contractual or business relationship with AVLANCER.
6. Independent Contractor agrees and covenants that for a period of twelve (12) months following Independent Contractor further agrees that it will not assist any competitor of AVLANCER in soliciting any AVLANCER clients for a period of twelve (12) months following termination of this contract, or during the term of this agreement. Independent Contractor will remain responsible for resulting damages from such prohibited solicitation. termination of this Agreement, he will not (without first obtaining the written permission of Company) directly or indirectly, recruit for employment, or induce or seek to cause such person to terminate his or her employment with Company, any person who is then an employee of Company.

Legal Action

Independent Contractor acknowledges that full compliance with the terms of this Agreement is necessary to protect the business and goodwill of AVLANCER and that a breach of this Agreement will irreparably and continually harm AVLANCER, for which money damages may not be adequate. Consequently, Independent Contractor agrees that in the event of a breach of any material term of this Agreement, or a threatened breach thereof, AVLANCER will be entitled to both (a) a preliminary or permanent injunction in order to prevent the continuation of such harm; and (b) monetary damages insofar as they can be determined. If AVLANCER successfully institutes legal action to enforce its rights under this Agreement, AVLANCER shall be entitled to recover from Independent Contractor and Company’s costs and reasonable attorneys’ fees incurred in the enforcement of its rights. Nothing in this Section shall be construed to prohibit AVLANCER from also pursuing any other remedy. AVLANCER and Independent Contractor have agreed that all remedies are cumulative.

Security Regulations

Independent Contractor shall comply with all applicable security regulations of AVLANCER.