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Members Service Agreement entered into between : GENERAL POST and (Full name)…………………………………………… (hereinafter “the member”) 1 Interpretation, definitions and jurisdiction 1.1 Interpretation The headings in this instrument are used for ease of reference only and will have no bearing on the interpretation of the terms of this Agreement. Such headings shall not be deemed to govern, limit, modify, or affect the scope, meaning or intent of the provisions of this Agreement or any part of it; nor shall such headings otherwise be given any legal effect. 2 Purpose It is the intention of the member to engage General Post’s professional services in the field of the freelance industry (“the industry”) in general, and also more specifically, the services set out in the members information form attached hereto marked Annexure “A”. This does not exclude the performance of any other services in general and unrelated to the industry. This agreement in no way constitutes an employment agreement between the parties and the relationship between the parties is not one of employer and employee 3 Rights and obligations 3.1 The member’s rights/General Post’s obligations 3.1.1 The member engages General Post to provide the services on an exclusive basis and General Post accepts such engagement. The member may not use the services of a a competing agency but may retain the right to work privately with clients not introduced by General Post. 3.1.2 General Post will endeavour to use all reasonable and professional resources available within the industry to procure and secure freelance work (“employment”) on behalf of the member with General Post’s clients. General Post makes no representations or furnishes no guarantees of any kind that employment will be secured on behalf of the member. 3.1.3 Subject to any voluntary termination, the term of this contract shall be for an initial period of 1 (one) year and shall thereafter continue on a monthly basis until such time as the contract is cancelled by way of one (1) one months written notice. 3.1.4 So long as General Post receives commissions from the member, General Post shall be obliged to perform the obligations of this contract with respect to the services of the member on which such commissions are based. 3.1.5 General Post agrees to maintain telephone service and an open office during reasonable business hours (emergencies such as sudden illness or death excepted), throughout the term of this agreement and that some representative of General Post will be present at such office during such business hours. 3.2 General Post’s rights/The member’s obligations 3.2.1 The member agrees to pay to General Post a commission as agreed to at the time of sign up, of all moneys or other consideration received by the member, directly or indirectly, due to any placements with General Post’s clients entered into during the term specified in clause 3.1.3. 3.2.2 All payments due to the member arising from any employment secured by General Post, with General Post’s clients, shall be made by the respective third party directly to General Post, unless otherwise agreed to in writing. General Post shall within 45 days of receiving payment from the third party and after deducting the commission fee, pay the member the entitled fee. 3.2.3 General Post, at its sole discretion and based on General Posts relationship with the client, may grant the member an option of a loan of a maximum of forty (40) percent of the total fee due to the member by the client, which shall then be deducted by General Post, upon receipt of payment from client, from the fee due to the member prior to making payment to the member. 3.2.4 Should the member take up permanent employment with any of General Posts clients, during the term specified in clause 3.1.3, General post shall be entitled to seventy (70) percent commission on the member’s first month’s full salary as a placement fee and as loss of income compensation to the company. 3.2.5 The commission set out in clause 3.2.4 above shall be payable either by the member in full, either by the client in full or alternatively in equal shares by the member and the client, at General posts discretion and shall be payable within thirty (30) days of the member taking up permanent employment with General Posts client. 3.2.6 Where the member does not actually render his/her services for which he/she has been employed but nevertheless is compensated therefore, the same shall be considered as employment hereunder. 3.2.7 No commissions shall be payable on any of the following: • separate amounts paid to the member not as compensation but for travel or living expenses incurred by the member; • separate amounts paid to the member not as compensation but as reimbursement for necessary expenditure actually incurred by the member in connection with The member’s employment. 3.2.8 Any moneys or other consideration received by the member, or by anyone for or on his/her behalf, in connection with any termination of any contract of the member by virtue of which General Post would otherwise be entitled to receive commission, or in connection with the settlement of any such contract, or any litigation arising out of any such contract, shall also be moneys in connection with which General Post is entitled to the aforesaid percentage; provided, however, that in such event The member shall be entitled to deduct attorney’s fees, expenses and court costs before computing the amount to which General Post is entitled. The member shall also be entitled to deduct reasonable legal expenses in connection with the collection of moneys or other consideration due to the member arising out of an employment contract before computing the amount to which General Post is entitled. 3.2.9 The aforesaid percentage shall be payable by the member to General Post during the term of this contract and thereafter only in the following instance: 3.2.9.1 General Post shall be entitled to the aforesaid percentage after the expiration of the term specified in clause 3.1.3 for so long a period thereafter as the member continues to receive moneys or other consideration under or upon employment contracts entered into by the member during the term specified in clause 3.1.3 hereof, including moneys or other consideration received by The member under the extended term of any such employment contract, resulting from the exercise of an option or options under such an employment contract, extending the term of such employment contact, whether such options be exercised prior to or after the expiration of the term specified in clause 3.1.3. 3.2.10 General Post may represent other persons who render services in the industry. 4 Voluntary termination of the Agreement 4.1 Each party hereto may terminate this Agreement by giving one (1) month’s advance written notice to the other. 4.2 No termination hereunder shall deprive General Post of the right to receive commission or compensation on moneys earned or received by the member prior to the date of termination, or earned or received by the member after the date of termination of General Post’s engagement, on contracts for the member’s services entered into by The member prior to the effective date of any, such termination. 4.3 If the member is under an employment contract which provides that any part of the member’s guaranteed compensation shall be deferred or if said compensation is spread over a period prior or subsequent to the time of the actual performance of the member’s services under said employment contract, then for the purpose of determining The member’s right to terminate under the provisions of clause 5.1 hereof, the guaranteed compensation shall be deemed to have been paid to the member during the period of the actual performance of the member’s services under said employment contract 5 Indemnity The member hereby indemnifies General Post from any harm, loss or damages of any nature, whether bodily harm, trauma or damages to property resulting from the employment of the member by a third party arranged by General Post. The onus is on the member to ensure that the third party (employer) has secured the necessary safety arrangements and insurance. 6 Force majeure 6.1 Effect on both parties’ obligations 6.1.1 Suspensive conditions If: • by reason of fire, earthquake, labour dispute or strike, act of God or public enemy, any municipal ordinance, any provincial or federal law, governmental order or regulation, or any other cause beyond the member’s control of whatsoever nature, any of the parties are prevented from performing their duties; or • if, by reason of any of the aforesaid contingencies or any other cause or occurrence not within the parties’ control; and/or • if, the parties’ normal business operations are hampered or otherwise interfered with by virtue of any disruptive events which are beyond their control, then either of the parties, after consulting with the other party, may postpone the commencement of or suspend the rendition of any of the contractual services herein. Such suspension shall end upon the cessation of the cause thereof. 7 Breach 7.1 Breach of Agreement and remedies Should either party ("the defaulting party") commit a breach of any of the provisions of this agreement, then the aggrieved party shall be obliged to give the defaulting party 7 (seven) days written notice or such longer period as may reasonably be required in the circumstances, to remedy the breach. If the defaulting party fails to comply with such notice, then the aggrieved party shall be entitled to cancel this agreement or to claim immediate payment and/or specific performance by the defaulting party of all its obligations. 7.2 Legal remedies Without waiving any rights or remedies under this Agreement or otherwise, General Post and the member may from time to time recover, by action, any damages arising out of any breach of this Agreement by the other party. The pursuit by General Post or the member of any remedy under this Agreement or otherwise shall not be deemed to waive any other or different remedy which may be available under this Agreement or otherwise. 7.3 Domicilium for service and process 7.3.1 In the event of breach the first official notice shall be a letter of demand sent to the alleged mala fide party. Such letter shall be delivered to the alleged mala fide party at the domicilium addresses set out on the last page of this Agreement as soon as the aggrieved party becomes aware of such negative conduct. Upon receipt the alleged mala fide party will have fourteen (14) days to rectify such negative conduct, failing which the provisions of clause 7.3.2 will come into effect. 7.3.2 Failing the provisions in clause 7.3.1, an official notice of proceedings shall be delivered one month in advance to the respective parties at the domicilium addresses set out on the last page of this Agreement. 7.3.3 All notices, including the letter of demand, from either party, addressed to the other party to this Agreement, in relation with Breach as set out in clause 7.4.1, shall be sent by registered mail, facsimile, or by e-mail addressed to the party in alleged breach at the respective domicilium addresses set out on the last page of this Agreement. The deposit of such notice in the mail or the successful faxing of such notice or the successful sending of an e-mail message shall constitute service of the notice, and the date of the particular sending action, shall be deemed to be the date of service of such notice. 7.4 Legal action In any action or proceeding commenced in any court to enforce this Agreement or any right granted herein or growing out hereof, or any order or decree predicated thereon, any summons, order to show cause, writ, judgment, decree, or other process, issued by such court, may be delivered to the relevant party personally at the domicilium addresses set out on the last page of this Agreement. 8 Entire Agreement and non-variation stipulation 8.1 This Agreement expresses the entire understanding between both parties, and both parties agree that no oral undertakings have been made with regard thereto. 8.2 This Agreement, including this non-variation clause, may be amended only by written instrument signed by both parties. 8.3 The parties hereto agree that clause 8 is entrenched and may not be amended or deleted orally so as to render this Agreement variable orally. 9 Illegality and divisibility Nothing contained herein shall require the commission of any act or the payment of any compensation that is contrary to an express provision of law. If there shall exist any conflict between any provision contained herein and any such law or policy, the latter shall prevail, and the provision or provisions herein affected shall be curtailed, limited or eliminated to the extent (but only to the extent) necessary to remove such conflict, and as so modified the remaining provisions of this Agreement shall continue in full force and effect. 10 No partnership This Agreement does not constitute a partnership of any kind between the respective parties. 11 No waiver of rights No conduct of any kind by either party that seems to exhibit an indulgence and acceptance of any breach by either party, will constitute a waiver of any rights as contained in this Agreement. Any variation of rights as contained herein, can only be altered by the process outlined in clause 8. 12 Cumulative rights and remedies All rights, remedies, licenses, undertakings, obligations, covenants, privileges and other property granted herein shall be cumulative, and the parties may exercise or use any of them separately or in conjunction with any one or more of the others. 13 Consensus obtained by improper means 13.1 Both parties hereto warrant that no misrepresentation of any sort has induced any of them to engage in contracting with each other as set out in this instrument and that both parties have explored and investigated all the facts and conditions pertaining hereto, and therefore, shall not have a claim to have this Agreement rescinded or, alternatively, shall not have a claim for a monetary award against each other based on misrepresentation. 13.2 It is, however, understood that a claim for rescission or monetary compensation based on duress or undue influence, cannot be excluded. 13.3 All work reference will be checked. The members give their permission for a credentials check to be done. They also approve this information to be shared with prospective clients or any third party that General Post deems necessary in the scope and course of its duties. By signing this contract you agree to General Post performing this necessary duty. 14 Terms and Conditions This agreement shall be read in conjunction with General Post’s terms and conditions attached hereto marked Annexure “B” and shall be binding upon the member. THIS OFFER MADE BY: GENERAL POST Witnesses: 1 ……………………………………………… ……………………………………………… (Initials and surname) (Capacity) (Full signature) 2 ………………………………………………. ……………………………………………….. (Initials and surname) (Capacity) (Signatures of witnesses) (General Post) (or his/her/its duly authorised Trustee/Representative) (Letter of authorisation attached hereto.) Domicilium address: 3rd Floor, Absolute Building, 185 Eastern Road, Toronto ON, M5A 1H7 THIS OFFER ACCEPTED BY:…………………………………… ………………………………………………… (Full signature) Members Domicilium address: ………………………………………………………… Telephone: ……………………………………………….. (office) …………………………………………………… (mobile/cell)…………………………………………….. e-mail:…………………………………………………….. Witnesses: 1 ………………………………………… (Initials and surname) (Capacity) 2 ………………………………………. (Initials and surname) (Capacity) (Signatures of witnesses) |