INDEPENDENT CONTRACTOR AGREEMENT


This is an AGREEMENT between you and R&R Packaging Inc. ("R&R Solutions") ("Agreement") that defines the terms and conditions for R&R Solutions to engage you to provide services to our Clients as described in this Agreement. As used in this Agreement, the words "You," "you" and "your" mean the Independent Contractor Technician ("Technician") entering into this Agreement as a condition of becoming eligible to receive dispatch jobs ("Jobs") from R&R Solutions.



Information
Each Job posted by R&R Solutions shall state: (a) the location where the services arfe to be performed; (b) a description of the services; (c) the required completion date; (d) the fees being paid for the services; and (e) any other specific terms.


Binding Agreement
Upon acceptance of this Agreement by the Contractor, a legally binding agreement exists between such Parties, and the terms of that Job, as modified, shall govern the provision of services required.


Payment Terms
Contractor will be paid for the services at the rates stated in the Job. All payments to Contractor for services performed will be facilitated by by R&R Solutions. No other fees, benefits, or compensation of any kind shall be payable to Contractor. Contractor will only be paid after Contractor has:

  1. Completed all services stated in the Job;
  2. Has verified that the services have been completed using the XPM Portal; and
  3. R&R Solutions has accepted the services via the XPM Portal and otherwise made no complaints concerning the nature, quality, or timeliness of the work performed by Contractor.


Independent Contractor Status
Contractor is an independent contractor and not an employee of R&R Solutions. No agreements by or among R&R Solutions or Contractor shall be construed to create an employment, partnership, joint venture, or agency relationship. For purposes of verifying its independent contractor status, each Contractor expressly represents and warrants that:

  1. Contractor and its employees possess the specialized skills and experience necessary to perform the services for any R&R Solutions to whom it offers its services;
  2. R&R Solutions will not provide Contractor with any training, direction, or similar assistance;
  3. Contractor has the right to determine the manner in which the services will be performed consistent with Contractor’s experience and specialized skills;
  4. Except for the XPM Portal and as expressly stated otherwise in a Job, Contractor will provide all equipment and tools that are necessary to complete the services;
  5. Contractor will not be paid for any additional business expenses that Contractor incurs in providing the services unless the Job expressly states otherwise, including any office, travel, and telephone expenses; and
  6. Contractor will be responsible for the management of any employees or subcontractors working for it and, without limiting the generality of the foregoing, will be responsible for payment to the proper authorities of all federal, state, or provincial unemployment insurance premiums or taxes, required workers compensation premiums, any pension plan contributions required by any jurisdiction where work is performed.


Insurance
Contractor will maintain worker's compensation and all other employee or worker's insurance coverage legally required in each jurisdiction in which services are performed. In the event that Contractor is eligible to opt out of the workers’ compensation requirements under the governing law and chooses to do so, then Contractor must submit a Worker’s Compensation Waiver of coverage to R&R Solutions via the XPM Portal. Contractor will also maintain commercial general liability insurance coverage with combined policy limits of at least $1,000,000, and automobile liability insurance coverage with combined limits of at least $1,000,000, or such higher amounts or additional coverage as may be set forth in a Job. Contractor hereby waives and releases any and all claims against R&R Solutions and their respective affiliates, their governors, directors, managers, officers, employees, and agents for damages, costs, expenses, or other liability resulting from an occurrence or risk for which Contractor is required to provide insurance pursuant to these Job Terms.


Proprietary Rights
All information or material that has or could have commercial value or other utility in the business or prospective business of R&R Solutions, any and all technical and non-technical information, including without limitation, sales and marketing data and plans, trade secrets, product concepts, market research information, pricing and cost information, know-how, inventions, testing methods, business or financial information, research and development activities, product and marketing plans, customer and supplier information, technical data or specifications and any other confidential, technical or business information disclosed in connection with the activities contemplated by this Agreement. Confidential Information also includes all information of which unauthorized disclosure could be detrimental to the interests of R&R Solutions whether or not such information is identified as Confidential Information by R&R Solutions. By example and without limitation, Confidential Information includes, but is not limited to, the Company’s Business Plan, products, products under development or plan of operations. R&R Solutions shall own all tangible and intangible property, including but not limited to goods, equipment, documents, spreadsheets, notes, disks, text, artwork, computer software, and similar property provided to a Contractor by R&R Solutions. The Contractor agrees to deliver this property to R&R Solutions promptly upon R&R Solutions’ request, but in any event, after Contractor is finished using such property in performing the Services.


Confidentiality
R&R Solutions may disclose information to a Contractor about their business, finances, technology, products, or services which R&R Solutions considers to be confidential and proprietary (the “Confidential Information”). Any Confidential Information disclosed to, received, or accessed by a Contractor shall be used solely for the purposes of performing the services under the Job, and shall not be disclosed to any third party without the express, written consent of the R&R Solutions. The Contractor will be obligated to protect all Confidential Information which is disclosed orally or in written form. These Job Terms impose no obligation upon a Contractor with respect to any information which the Contractor can establish by legally sufficient evidence:

  1. Was in the possession of, or was known by, the Contractor prior to its receipt from a R&R Solutions, without an obligation to maintain its confidentiality;
  2. Is or becomes generally known to the public without violation of these Job Terms;
  3. Is obtained by the Contractor from a third party having the right to disclose it, without an obligation to keep such information confidential; or
  4. Is independently developed by the Contractor without the use of Confidential Information and without the participation of individuals who have had access to any Confidential Information.

The Contractor’s confidentiality obligations with respect to the Confidential Information shall survive the termination of the applicable Job and will continue for a period of three (3) years, except for obligations regarding any trade secret information, which shall survive indefinitely.


Warranties and Representations
In addition to any other warranties and representations set forth in these JobTerms, Contractorwarrants and represents that:

  1. The use of any Work Product delivered to R&R Solutions will not violate any law or regulation, or violate or infringe upon the rights of any other party, including, without limitation, contractual rights, intellectual property rights, publicity and privacy rights and the rights against libel, defamation and slander.
  2. Contractor has authority to enter into these Job Terms and to perform all of Contractor’s obligations hereunder.
  3. Contractor warrants that the Services that rendered will be performed in a timely, professional, diligent and competent manner. Any defects in performance of the Services or other dissatisfaction with the services will be remedied in a manner that is satisfactory to R&R Solutions.
  4. If Contractor resides or will perform work in the United States, Contractor will be eligible to provide the services under U.S. federal immigration law and any applicable rules of the United States Citizenship and Immigration Services Agency for the full term of these Job Terms.
  5. In the performance of Services under this Agreement, Contractor shall comply with all applicable statutes, or ordinances, rules and regulations of any and all federal, state and municipal regulatory authorities, including all applicable state privacy and consumer protection statutes, ordinances, rules and regulations such as ERISA, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Americans With Disabilities Act, the Family and Medical Leave Act, workers’ compensation laws, FICA and federal and state unemployment insurance laws, and all other federal, state and local laws, ordinances, regulations and codes.
  6. Contractor will obtain all required permits, licensed and certificates necessary to perform services under a Job. Contractor agrees to provide R&R Solutions all applicable lien releases upon request by R&R Solutions.


Limitation of Liability
R&R SOLUTIONS WILL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL R&R SOLUTIONS' AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID TO CONTRACTOR HEREUNDER.


Indemnification
Contractor shall indemnify, defend, and hold R&R Solutions, to whom it provides services to, harmless from any and all losses, injuries, claims, damages, expenses and causes of action of any kind arising out of or related to the Contractors' performance of the services under a job, including, without limitation, losses or claims resulting from:

  1. The Contractor's negligence, willful misconduct or breach of any representation, warranty or other obligation under these Job terms;
  2. Any allegation that R&R Solutions' use of any work product, infringes or violates any patent, copyright, trade secret, trademark or other third party intellectual property right; and
  3. Any personal injury (including death) or damage to property resulting from the Contractor's or their Agents' acts or omissions.


Limitation of Authority
Contractor will not have any authority to (a) bind or obligate R&R Solutions or subject R&R Solutions to any liability except as expressly provided in the Agreement, or (b) do any other act on behalf of R&R Solutions that is not expressly authorized in this Agreement.


Termination
This Agreement may be terminated by either party without advanced notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement.


Entire Agreement
This Agreement contains the entire agreement between R&R Solutions and Contractor and supersedes and cancels any and all other agreements, with respect to the matters referred to in this Agreement.


Partial Invalidity
If any provision of this Agreement is held by a Court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.


Governing Law
The validity, enforceability, construction, and interpretation of this Agreement will be governed by the laws of the State of Arkansas, without regard to any conflict-of-law or choice-of-law rules. Contractorirrevocably waives theirright, if any, to have the laws other that the State of Arkansas apply to this Agreement.