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Terms & Conditions

This agreement (“Agreement”) is entered into as of Sep 26, 2014 (“Effective Date”) by and between ET and Contractor.

WHEREAS, ET desires to obtain certain services from Contractor from time to time; and WHEREAS, Contractor desires to provide such services for ET on the terms set forth below.

IN CONSIDERATION OF mutual covenants and agreements herein, Contractor and ET agree as follows:

Description of Services. ET hereby engages Contractor to perform and Contractor hereby agrees to provide such services as are described below and such additional services as from time to time during the Term (as such term is defined in Section 8 below) may be agreed upon by the parties in writing and incorporated into this Agreement. (All the foregoing services referred to collectively as the “Services”.).
Contractor shall provide tutoring, teaching, mentoring and/or instruction in his/her area of teaching specialty to students provided by ET.
Contractor will render all Services in full compliance with the requirements set forth herein and any ET policies and procedures which are hereby incorporated by reference. In addition, if required by ET, Contractor will review progress on the Services with ET’s designated personnel, and will comply with any applicable requirements of ET as communicated to you by their authorized representatives. Contractor will use reasonable care and judgment in rendering the Services and all Services will be of professional quality, consistent with highest industry standards.
Upon request, Contractor will provide a monthly statement to ET detailing all progress made with respect to the Services and all tasks completed up to the statement date.
Payment for Services. Subject to the satisfactory performance of all Services in accordance with this Agreement, Contractor is entitled to payment in the amount set forth in the Current Policies and Procedures, attached hereto and incorporated herein as Section 18, payable as provided in Section 9 below. The Fee constitutes full and complete consideration for the Services and you will not be entitled to any other payment in connection with the Services nor will you be entitled to payment for any work which is not authorized (and ET will have no obligation to accept or pay for any such work).
Place of Work: Contractor will work out of such places as Contractor may deem appropriate for the performance of particular Services but will, upon request, provide the Services at such places designated by ET.
Equipment, Tools, Materials, and/or Supplies. Contractor is expected to provide his/her own tools and equipment, materials, and/or supplies necessary to provide tutor services, including transportation to and from tutoring sessions. ET provides no supplies, tools, equipment, materials and/or supplies necessary in Contractor’s performance hereunder.
Taxes. It is understood and agreed that Contractor is acting as an independent contractor in the performance of the services hereunder and nothing herein contained shall be deemed to create an employment or agency relationship between Contractor and ET. ET will not be responsible for withholding income or other taxes from payments made to Contractor. Contractor will be solely responsible for the payment of all applicable employment taxes, income taxes, Social Security taxes, Federal and state unemployment insurance and similar taxes and all other assessments, taxes, contributions or sums payable, related to fees paid to the Contractor, and Contractor will file all required returns and reports with respect to any of the foregoing.
Invoicing.
Contractor will invoice ET for the Fee as follows: (a) fully completing an Hourly Tutoring Report (“HTR”), along with a student or parent/guardian signature, and (b) submitting the HTR via facsimile, email, or PDF to ET at the addresses listed herein or as may be designated by an authorized representative of ET for such purposes.
Contractor will be paid within fifteen (15) days of receipt and verification of an invoice in proper form identifying all charges. Invoices will be accompanied by such reasonable and adequate documentation and signatures as ET may request to substantiate all charges.
All expenses must be approved in writing by an authorized representative of ET before such expenses are incurred by Contractor. Contractor agrees that ET has no obligation to pay for any unauthorized expenses.
Term: Termination. This Agreement will begin on the Effective Date and thereafter will remain in effect (unless earlier terminated as set forth in this Section 7 or as otherwise provided in this Agreement) until all Services have been completed and accepted by ET in accordance with this Agreement (in each case, the “Term”). Contractor acknowledges ET’s absolute right, exercisable in its sole discretion, to terminate this Agreement or to suspend the Services (immediately at any time) if it is dissatisfied with Contractor’s performance or due to business exigencies. Termination of this Agreement shall not affect any fees or expenses payable in connection with Services rendered prior to the date of termination. The rights and remedies provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or in this Agreement. All rights and obligations in this Agreement, which by necessary implication shall survive the termination of this Agreement, including, Sections 5, 7, 8, 9, 10, 11, 12, 13, 14 and 15.
Exclusivity; Confidentiality.
(a) During the term of this Agreement and for a period of twelve (12) months thereafter, Contractor will not, directly or indirectly, solicit, offer employment to, or employ any person then or within the preceding 12 months employed by ET or any affiliate of ET. (b) During the term of this Agreement and for a period of twelve (12) months thereafter, Contractor shall not, directly or indirectly, solicit or engage any clients of ET. During the term of this Agreement and for a period of 12 months thereafter, Contractor shall not directly or indirectly tutor any clients of ET without Contractor paying ET its regular hourly rate for such tutoring. Any breach of this Section 10.1 will be considered a material breach of this Agreement. If the Contractor breaches this Section 10.1(b), Contractor agrees to pay ET its highest regularly hourly rate for every hour of tutoring it engages any current or former ET client as liquidated damages to cover losses, expenses and damages. In addition, Contractor agrees to pay any costs of collection or attorneys fees incurred by ET.
Contractor agrees that the obligations contained in this Section 10 are an essential and material condition of Contractor’s engagement to perform the Services and that Contractor’s failure to observe such obligations will be deemed a material breach of this Agreement.
Warranty. Contractor represents and warrants that (a) Contractor has full right and authority to grant all of the rights herein granted to ET; and (b) Contractor will use reasonable care and judgment in rendering the Services and all Services will be of professional quality consistent with highest industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 9, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED.
Background Verification. Contractor agrees to submit to any background verifications ET may so require as a condition of employment as an independent contractor with ET. At its sole discretion, ET may complete a comprehensive background and/or reference check of Contractor that may include current residence, previous employment for a minimum of the past five (5) years and a national criminal record check. Contractor must inform ET within 24 hours of any criminal charges, criminal prosecutions or lawsuits.
Indemnification. Contractor will indemnify and hold harmless ET, its employees, agents, affiliates, successors and assigns from and against any and all claims, demands, suits, judgments, actions, damages and losses, liabilities and expenses of any nature whatsoever, including reasonable attorneys fees and costs of litigation, arising out of or caused by, directly or indirectly, (a) Contractor’s performance of this Agreement, (b) any breach of any of the representations, warranties or agreements made by Contractor hereunder, (c) any negligent act, error or omission, or any willful misconduct of Contractor, or (d) the presence of Contractor or Contractor’s invitees on ET’s premises or the premises of any ET or any third party.
Independent Contractor’s Declaration. In connection with this Agreement, each party is an independent contractor and as such will not have any authority to bind or commit the other. Nothing herein shall be deemed or construed to create an employment, joint venture, partnership, fiduciary or agency or similar relationship between the parties for any purpose. Contractor will not be entitled to participate in, or to receive any benefits from, any of ET’s vacation pay, sick pay, health, disability, welfare, pension, investment, stock option, annuity or other benefits plans. ET is not responsible for Workers’ Compensation or Disability Insurance on behalf of the Contractor. Contractor will not (i) hold itself out contrary to the terms of this Agreement; (ii) enter, whether orally or in writing, into any agreement or contract on behalf of ET or otherwise bind ET in any way; or (iii) make any representation, act or omission contrary to the terms hereof.
Limitations on Liability.
ET will NOT under any circumstances be liable to CONTRACTOR for any special, indirect or consequential loss or damage whether or not such loss or damage is caused by the fault or negligence of such party, its employees, agents or contractors. The limit of ET’s liability (whether in contract, tort, negligence, strict liability in tort or by statute or otherwise) to Contractor or to any third party concerning performance or non-performance by ET, or in any manner related to this Agreement, for any and all claims, shall not in the aggregate exceed the fees and expenses paid by ET to Contractor hereunder.
Notices. Except as otherwise provided herein, any notice or other communication given pursuant to this Agreement shall be in writing and shall be effective either when delivered personally to the party for whom intended, or five (5) days following deposit of the same into the United States mail (certified mail, return receipt requested, or first class postage prepaid), facsimile (with confirmation of delivery) or overnight delivery services (with confirmation of delivery), addressed to such party at the address set forth on the initial page of this Agreement. Either party may designate a different address by notice to the other given in accordance herewith.
Complete Agreement; Miscellaneous.
This Agreement sets forth the entire understanding between the parties hereto and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof.
This Agreement may not be modified or amended except by the mutual written agreement of the parties. No waiver of any provision of this Consulting Agreement shall be effective unless it is in writing and signed by the party against which it is sought to be enforced.
Contractor acknowledges that ET is looking to the specific capabilities of Contractor in entering into this Agreement. Accordingly, Contractor may not assign this Agreement nor any of Contractor’s rights or interests hereunder and any attempted assignment by Contractor will be null and void and will constitute a material breach of this Agreement. ET may assign, delegate or otherwise transfer this Agreement or any interest herein, in whole or in part, to any person or entity.Subject to the foregoing, this Agreement and each and every provision hereof will be binding upon and will inure to the benefit of the parties and their permitted successors and assigns.
If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or provisions hereof or the whole of this Agreement.
This Agreement may be executed by manual or facsimile signatures and in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same agreement.
Policies and Procedures. ET has set out Policies and Procedures which Contractor agrees to follow and ET may change from time-to-time by providing an updated set of Policies and Procedures to Contractor or posting such updated Policies and Procedures to the ET website.
This Agreement may be executed by manual or facsimile signatures and in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same agreement.
This Agreement may be executed by manual or facsimile signatures and in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same agreement.
Contractor may accept or decline any Project (the term “Project” as used herein shall mean any job, assignment or engagement for tutoring) presented by ET.
Upon acceptance of a given Project, ET will email the Contractor the details of the Project and the time sheet that is to be signed by client (both the “Student” and “Parent/guardian”) after every tutoring session.
Contractor shall contact client within 24 hours after acceptance of the Project and shall inform ET of the date and time of the first tutoring session (preferably by email).
Contractor must keep an accurate Hourly Tutoring Report (HTR) using the form provided as Schedule B to this Agreement. Such HTR will record all the information requested on the form, for all tutoring sessions, either scheduled or rescheduled.
Contractor must avoid any relationships or activities that create an actual or apparent conflict of interest. Telephone calls, emails, letters and any other form of communication unrelated to tutoring activities between Contractor and Student are not permitted unless such contact is approved by the student’s Parent or Guardian.
Contractor is not permitted to give any Student any items or gifts unrelated to tutoring activities or receive any gifts from Students other than small tokens of appreciation (dollar value less than $30.00USD) given with the knowledge of Student’s Parent or Guardian.
Contractor is not allowed to be alone with any Student under the age of 18. A Parent or Guardian must be within hearing or visual distance of Contractor and Student.
Contractor agrees to keep ET informed of the availability and flexibility of his/her schedule.
Contractor agrees to inform ET, Student and the Student’s Parent/Guardian as soon as he/she becomes aware of being unable to hold a scheduled tutoring session. If Contractor fails to inform Student, the Student’s Parent/Guardian and ET with at least 24 hrs notice, Contractor is financially responsible for the tutoring session.
If Student and the Student’s Parent/Guardian are not at the agreed location for tutoring, the Contractor should first contact the client and reschedule the session and then inform ET. The Contractor will be paid for a one hour session. Emergency situations are to be expected.
If a Contractor or client cancels a session, tutor and family must agree to reschedule the canceled session within a month.
Contractor is paid for each tutoring session. Contractor will not be paid for conferences held before or after tutoring sessions.
If tutor believes that client needs a different number of tutoring sessions from the number scheduled, he/she will contact ET to discuss the issue.
Contractor agrees not to discuss tutoring fees with Student and/or Student’s Parent(s) or Guardian(s) and to refer any questions regarding fees to ET.
Contractor shall be paid the agreed up rate from the email job posting.
Governing Law. This Agreement is governed in all respects by the laws of the State of Michigan without giving effect to its conflict of laws principles. The parties expressly agree that any action at law or in equity arising out of or relating to this Agreement shall be filed only in the state or federal courts located in Kent County. The parties hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. The parties expressly agree to waive trial by jury in any such suit.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

Background Authorization

ACKNOWLEDGEMENT
I hereby acknowledge and agree to all Elite Tutoring to perform any and all background checks and/or verifications it deems necessary as a condition of employment as an independent contractor for ET. I hereby and agree to provide ET with any and all documentation and information it deems necessary to conduct such background checks, including but not limited to, providing full legal name(s), Social Security number, driver’s license, current or previous home address, telephone, mailing address, employment history, education history, teaching credentials, education transcripts and any and all other information ET deems necessary to conduct an adequate background check and verification. Results of any background check and/or verification can be the basis for ET to engage or dismiss the Contractor at any time, in its sole discretion. Notwithstanding the results of any background check and/or verification, ET reserves the right to engage Contractor or disengage Contractor at any time, for any reason whatsoever.