Massage Elite Wellness (“MEW”), a Virginia limited liability company, and you (“Contractor”) hereby agree as follows:
SERVICES: Contractor shall provide chair and/or table massage, spa services, fitness classes, virtual services, and/or wellness/cooking workshop facilitation (collectively “Services”) according to the terms of this agreement (“Agreement”). This Agreement may be terminated by either party for any reason upon five (5) days’ written notice. Contractor will submit a written confirmation for any event he/she agrees to attend on behalf of MEW. If Contractor cannot attend an event, 24-hour notice is required. In such a case, both MEW and Contractor will attempt to find a suitable replacement; however, Contractor will be responsible to pay MEW the full amount that Contractor would have earned under this Agreement for such scheduled event.
COMPENSATION: Contractor shall be paid by MEW at a rate agreed upon by the parties. MEW will determine the rates to be charged to clients, and Contractor relinquishes any right to retain direct payments from any client receiving Services under this Agreement. Any violation of this Agreement may result in forfeiture of full or partial payment for any scheduled event.
REPRESENTATIONS: Contractor represents that he/she (i) has the education and experience to provide the Services; (ii) holds a current license/certification to practice the Services issued by the state in which Contractor works; and (iii) has professional liability insurance with coverage for claims arising from the Services in an amount of not less than One Million Dollars ($1,000,000) per claim and Three Million Dollars ($3,000,000) in the aggregate.
RESPONSIBILITIES: Contractor will be solely responsible for all equipment and supplies required, transportation to any location, and costs necessary to perform and maintain licensure/certification for the Services.
RELATIONSHIP: The parties agree that Contractor is an independent contractor pursuant to applicable law. This Agreement creates no partnership, employment, or agency relationship between the parties. MEW is not responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, or making any unemployment insurance contributions on Contractor’s behalf. Contractor will indemnify MEW against all such taxes or contributions, including penalties and interest. Contractor acknowledges that MEW will not provide Workers’ Compensation or benefits such as health, life, or disability insurance, vacation, sick time, paid time-off, profit-sharing, or retirement benefits.
MEDIA RELEASE: Contractor grants MEW a non-exclusive, non-transferable, royalty-free, worldwide license to use or reproduce Contractor’s name, photograph, likeness, or biographical information on MEW’s website and other marketing materials during the term of this Agreement.
INDEMNIFICATION: Contractor agrees to indemnify MEW against all liability, loss, or claim arising from damage or injury to any person or property caused by or sustained in connection with Contractor’s performance of the Services or breach of this Agreement.
CONFIDENTIALITY: Contractor may be privy to confidential information including MEW’s business and marketing plans, financial data, and client information (“Confidential Information”). Except as required to perform the Services, Contractor shall not disclose or use any Confidential Information for any purpose unless required by law.
NON-SOLICITATION: During the term of this Agreement and for two (2) years after termination (“Restricted Period”), Contractor shall not directly or indirectly solicit any MEW clients with whom Contractor worked for purposes of (i) providing similar services independently or (ii) causing such clients to terminate or alter their relationship with MEW. Should a client contact Contractor directly for similar services, Contractor agrees not to perform such services during the Restricted Period.
GOVERNING LAW: This Agreement is governed by the laws of the Commonwealth of Virginia without regard to conflict-of-law principles. Each party irrevocably submits to the exclusive jurisdiction of the federal and state courts located in Fairfax County, Virginia.