KETCH A COURIER LLC INDEPENDENT CONTRACTOR AGREEMENT

THIS INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) dated _______, 20_____ (the “Effective Date”) is made between KETCH A COURIER LLC (the “Company”), and __________________ (the “Freelancer”), for the purpose of setting forth the exclusive terms and conditions by which Company desires to acquire Freelancer’s services.

In consideration of the mutual obligations specified in this Agreement, the parties, intending to be legally bound hereby, agree to the following:

1. Services  

(a) Company retains Freelancer, and Freelancer agrees to perform for Company, certain services set forth in Exhibit A of this Agreement, the “INDEPENDENT COURIER SCOPE OF SERVICES AGREEMENT”. The Company will provide required training to cover the full scope of expected quality of service which will be signed by Freelancer upon completion.

2. Consideration / Compensation

(a) In exchange for the full, prompt, and satisfactory performance of all Services to be rendered to Company, Company shall provide Freelancer, as full and complete compensation to be paid at the request of Freelancer upon the completion of a job, or monthly with necessary processing time not to exceed a month past the termination or ending of this agreement. Pay and job availability as outlined below.

1. Methods of job Service payment options are: Digital, Direct Deposit, or Cash. 

2. Each job price is paid at 80% to Freelancer while 20% is collected by the Company for sales tax and other business fees and expenses, extra monies provided by customers are passed untaxed without processing fees directly to Freelancer. The Company will not provide compensation for any future services that are scheduled but not completed.

3. Scheduled Hourly Minimum Pay with specific requirements may be offered irregularly as needed by the Company and is paid with a minimum hourly credit, which will include any service compensations owed during that hour and any leftover credit is paid in full, but must not include any extra monies or gifts offered by customers. 
   

(b) Freelancer is not entitled to receive any other compensation or any benefits from the Company. Except as otherwise required by law, Company shall not automatically withhold any sums or payments made to Freelancer for social security or other federal, state, or local tax liabilities or contributions, and all withholdings, liabilities, and contributions to any such accounts shall be solely Freelancer’s responsibility. Freelancer further understands and agrees that the Services are not covered under the unemployment compensation laws and are not intended to be covered by workers’ compensation laws.

(c) Freelancers are responsible for maintaining their own records separate from the company records, as required by law. These records should cover vital information for the purposes of taxation only and may include compensation, mileage, work hours, and other Confidential Information. The Company will maintain the ability to provide service records relating to Freelancer upon request as required by law.

(d) Required equipment to perform services are divided between the Company and the Freelancer as follows. 

1. The Freelancers must provide and maintain their own transportation, fuel, repairs and any other materials needed to complete services. The Freelancer is required to provide their own devices necessary for receiving required calls and texts or maintain access to necessary applications to perform services. 

   1. If the Freelancer fails to maintain legal requirements and licences necessary for the operation of their vehicle the Company will not offer any job Services until such time as the legal requirements are met.

2. The Company will provide an identification badge that is required to be worn visibly on the front of clothing while performing Services which is proprietary property, and any loss or damage of the badge must be reported immediately to the Company for replacement.

3. When agreed upon a Bank Bag may be provided by the Company to ensure cash change is available for cash transactions. The Company owns all monies in the Bank Bag, and will maintain an accurate balance of cash transactions and Bank amounts, which must be returned to the Company immediately upon request. If Bank Bag money is lost, spent, or unavailable then the Freelancer is liable for repayment.

4. The Company will voluntarily provide clothing, equipment, gear, communication services, or supplies to Freelancer as necessary to promote successful and safe services.

3. Nondisclosure

(a) Freelancer understands that, in connection with its engagement with Company, they may receive, produce, or otherwise be exposed to Company’s trade secrets, business, proprietary and/or technical information, including, without limitation, information concerning customer lists, customer support strategies, employees and other freelancers, research and development, financial information (including sales, costs, profits, and pricing methods), manufacturing, marketing, proprietary software, hardware, firmware, and related documentation, inventions (whether patentable or not), know-how, show-how, and other information considered to be confidential by Company, and all derivatives, improvements and enhancements to any of the above (including those derivatives, improvements and enhancements that were created or developed by Freelancer for the Company while under this Agreement), in addition to all information Company receives from others under an obligation of confidentiality (individually and collectively known as “Confidential Information”).  

1. The Company views the following list as a short list of examples of Confidential Information not to be shared with any third party: names, addresses, phone numbers, credit card or bank account numbers, service times, package and goods contents/size, as well as any financial exchanges or gratuities. 

(b) Freelancer acknowledges that the Confidential Information is the Company’s sole, exclusive and extremely valuable property. Accordingly, Freelancer agrees to segregate all Confidential Information from information of other companies and agrees not to reproduce any Confidential Information without Company’s prior written consent, not to use the Confidential Information except in the performance of this Agreement, and not to divulge all or any part of the Confidential Information in any form to any third party, either during or after the term of this Agreement. 

1. Freelancers are not required to use their personal identity to perform services, and on occasions that services require a government ID the Freelancer must agree before service is allowed. To maintain Freelancer’s privacy Freelancers may identify themselves using the Company’s name and their designated Courier Number for receipt signatures or as needed to perform service.

2. Any confidential information stored on any device must be in a separate and password secured location. Failure to do so will result in immediate contract termination and may result in legal action. This includes apps that can access private information outside of Company approved programs. Providing Confidential Information to any digital source for personal use will result in immediate contract termination and may result in legal action, including but not limited to social media, news, magazines, apps, games, or websites.

(c) Upon termination or expiration of this Agreement for any reason, or during temporary long term unavailability exceeding a month of inactivity, Freelancer agrees to cease using and to return to Company all whole and partial Proprietary Information and Properties, whether in Freelancer’s possession or under Freelancer’s direct or indirect control. Freelancer agrees that any records containing proprietary information that are needed for Freelancers legal finances and taxes may be maintained for those purposes only.

(d) Freelancer shall not disclose or otherwise make available to Company in any manner any confidential and proprietary information received by Freelancer from third parties. Freelancer warrants that in performance of all the terms of this Agreement they will not breach any agreement entered into by Freelancer with any other party under penalty of law.

1. Freelancer is not exclusively contracted with the Company. Skills freelancers gain from any training or experience with a third party may be presented to the Company as examples of skill advancement, only if no third party proprietary or confidential information is included. Skills gained during contractual time with the Company may be used by Freelancer for any third party, as long as proprietary information is not shared.

4. Indemnification / Release  

(a) Freelancer agrees to take all necessary precautions to prevent injury to any persons or damage to property during the term of this Agreement, and shall indemnify, defend and hold harmless Company, its officers, directors, shareholders, employees, representatives and/or agents from any claim, liability, loss, cost, damage, judgment, settlement or expense (including attorney’s fees) resulting from or arising in any way out of injury (including death) to any person or damage to property arising in any way out of any act, error, omission or negligence on the part of Freelancer or any Freelancer Employee in the performance or failure to fulfill any Services or obligations under this Agreement. 

1. The Company requires immediate notification if there is any incident that affects service quality, which includes but is not limited to extended service times, police action, vehicular incidents, inclement weather, tourist activity, and negative human and animal encounters both wild and domestic. 

2. The Company will dutifully set safety limits for Service actions to prevent injuries or accidents and allow Freelancer to suggest their own safety limits that may be higher or lower than the Companies limits.

5. Insurance and Other Requirements

(a) Freelancer warrants that it will obtain and keep in full force all necessary insurance and liability coverages in enough that they will cover all legal requirements at all times. 

(b) Freelancer shall agree to provide to the Company copies of all policies legally required which shall be provided to Company upon request. 

1. Proof of minimal Alaska Auto liability insurance Policy, and proof provided when requested after insurance renewal period. 

2. Proof of up-to-date Alaska vehicle license plate and registration.

6. Termination  

(a) This Agreement shall be effective on the date hereof and shall continue until terminated by either party, or until legal end of one party. 

7. Independent Contractor  

(a) Company and Freelancer expressly agree and understand that Freelancer is an independent contractor and nothing in this Agreement shall be construed in any way or manner, to create between them a relationship of employer and employee, principal and agent, partners or any other relationship other than that of independent parties contracting with each other solely for the purpose of carrying out the provisions of the Agreement. Accordingly, Freelancer acknowledges that Freelancer is not eligible for any Company benefits, including, but not limited to, health insurance, retirement plans or stock option plans. Freelancer is not the agent of Company and is not authorized and shall not have the power or authority to bind Company or incur any liability or obligation, or act on behalf of Company outside the scope of their job duties. At no time shall Freelancer represent that it is a legal agent of the Company, or that any of the views, advice, statements and/or information that may be provided by Freelancer while performing the Services are those of the Company.

(b) Freelancer is solely responsible for directing and controlling their performance of the Services, including the time, place, and manner in which the Services are performed. Freelancer shall use its best efforts, energy, and skills in such a manner as it sees fit to provide the Services to the Company’s satisfaction

1. While performing service activities freelancer is a direct representation of the quality of the Company’s product and therefore must maintain careful, respectful, and professional behaviors while services are being rendered.

2. The Company acknowledges that service activities may be unexpectedly stressful or dangerous, and may lead to aggressive situations. As such the Freelancer is expected to defend themselves against imminent danger using any reasonable legal means, even if it reduces service quality. The Company is not legally responsible for Freelancers actions during any unexpected or dangerous events and has no liability for Freelancers personal wellbeing mental or physical, including any medical or legal actions that occur from such events.

8. General

(a) This Agreement does not create an obligation on the Company to continue to retain Freelancer beyond this Agreement’s termination. This Agreement may not be changed unless mutually agreed upon in writing by both parties.  

(b) Freelancer hereby agrees that any breach of Section 3 by Freelancer will cause irreparable harm to Company and that in the event of such breach or threatened breach, Company shall have, in addition to any and all remedies of law and those remedies stated in this Agreement, the right to an injunction, specific performance or other equitable relief to prevent the violation of Freelancer’s obligations hereunder.

(c) Freelancer hereby agrees that each provision herein shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein.  

(d) This Agreement contains the entire agreement between the parties hereto with respect to the transactions contemplated herein. The language of all parts of this Agreement will in all cases be construed as a whole in accordance with its fair meaning and not for or against either party.

(e) All notices provided for in this Agreement shall be given in writing and shall be effective when either served by hand delivery, electronic facsimile transmission, express overnight courier service, or by registered or certified mail, return receipt requested, addressed to the parties at their respective addresses as set forth at the beginning of this Agreement, or to such other address or addresses as either party may later specify by written notice to the other. 

IN WITNESS WHEREOF, the parties hereto have executed this Independent Contractor Agreement. 

FREELANCER: COMPANY

By:

Signature

Name:

Title:

EXHIBIT A

INDEPENDENT COURIER SCOPE OF SERVICES AGREEMENT

Company hereby retains Freelancer (also referred to as Courier), and Freelancer hereby agrees to perform for the Company (also referred to as Ketch A Courier or KAC), Services (also referred to as Job or Order) including, but not limited to the following parts:

1. THE COMPANY

(a) Ketch A Courier LLC is a premium on-demand package and goods pick-up and delivery service focused on Revillagigedo Island, providing accessible, secure, trusted, and fast transportation of packages and goods anywhere across the road system, for a simple cost.

(b) The Company provides individual job contracts for transportation of packages and goods which begins when a written or verbal request for a job is agreed upon by Contractor in writing or verbally, and includes travel to the pick-up and drop-off destinations and ends when the packages and goods have been verified as being left at the destination which is required to be provided in writing or by image sent to KAC. 

2. SERVICE OUTLINE

(a) Courier will make themselves available during KAC service times or accept scheduled hourly times if they are offered by KAC, and while available each individual transportation request for Service will be treated as an independent contracted job both legally and financially. A Courier may clock out for breaks, personal business, or any reason without explanation at their discretion when they have no jobs.

(b) Courier will follow a Service Quality Scale created by KAC, and must maintain a reasonably clean vehicle with space necessary to receive jobs. Courier must maintain a reasonably clean appearance and hygiene with casually professional clothing that is suitable to the weather and conditions. Logowear, thermal bags and other gear may be offered by the Company and may be used by Freelancer’s choice.

1. Masks are required only if going to a location that is under Quarantine

(c) Customers may arrange an Order from either a Delivery Partner, Pick-up Partner, or from a personal location to another location anywhere on Revilla Island that can be reached by courier's transportation. 

1. They will provide a Delivery Partner with Order and transportation information along with all necessary payment methods.

2. They will provide a Pick-Up Partner with the Order and contact KAC with necessary information for services as well as provide payment for transportation using currently available methods which are are Cash For Food/Order, credit by phone or online or in-person, Venmo, Paypal, and CashApp, and collection of transportation fee by Delivery Partner. Receipts to customers will be provided by text or email

(d) KAC will receive Orders and disburse them to the courier after confirming pick-up and drop-off locations, time packages and goods are available for pick-up, and all other necessary service information. Then they will maintain contact with the courier and customer by call/text/photo to affirm real-time completion. Additional time needed, incorrect info, or missing/wrong/canceled/unpaid orders will be addressed immediately to ensure successful or satisfactory outcome.

(e) Special deals and sales will be offered weekly/monthly/case-by-case basis and will be approved and applied before charging the customer. Customers may use coupons which represent cash or cash refunds may be necessary, wherein all funding will be removed from Company monies only, not from Freelancer finances.

(f) Courier MAY agree to transport live animals, hazardous materials, or other unusual items with authorization from dispatch.

(g) Courier will NOT PICK UP OR DELIVER, people, alcohol, tobacco, marijuana, illegal items, items larger than Courier can carry or won’t fit Courier vehicles, or packages and goods that are of suspect origin or contents. 

(h) All packages and goods must be provided to the courier by a person (no “dead pick-ups”), and verified that they are complete and paid for before transportation along with any updated or special instructions. Packages must be prepared by wrapping in an envelope/bag/box/sealed container that has been secured with tape/glue/sticker/tie or other appropriate methods to ensure contents are not visible or likely to be tampered with before drop-off. Goods not packaged must be clean and suitable for transportation, or wrapped and secured in the vehicle to prevent damage or accidents to Courier, Courier’s property, or the goods.

(i) Courier is automatically authorized to sign on behalf of a customer by accepting our services but no changes or additions may be added to signed documents without direct consent of the customer before signing. 

(j) Every reasonable effort will be made to ensure the integrity of the package and goods (shape/temperature/balance) by using careful handling, insulated bags, legal and attentive driving, and reasonable time limits.

1. Tampering with order is an immediate dismissal of all contracts, which includes but is not limited to opening, consuming, leaving an unauthorized object, intentionally breaking or damaging.

(k) Courier will drop-off at a location as requested by the Dispatcher, which may include walking, climbing stairs, entering gates, knocking and ringing doorbell, leaving packages and goods with no-contact, verification photos, paying and collecting cash and providing change.

(l) Jobs to hotels/hospitals/businesses with receptionists or multiple internal suites will be dropped off at the front desk/reception or point of entry to the building to be picked up by the customer. Some restrictions apply to large internal apartment buildings with locked external doors, and authorization from dispatch must be acquired.

(m) Couriers will not enter any private residence or locked facility beyond the closing zone of the exit door even if invited by a customer without direct approval each time from Dispatch to prevent security, safety, and legal issues. ADA compliance may allow Courier to enter past the door zone when necessary.

(n) Refunds will not be given after pick up has occurred and services are rendered, couriers are not responsible for items inside sealed packages that are transported unmolested, nor responsible for weather/damage/theft after drop-off. Complaints or concerns of customers must be handled by Dispatch which will offer necessary remuneration when approved.

(o) If no direct contact is desired, a surface (box/chair/table/etc.) outside of the residence is preferred to protect from adverse conditions (weather/theft), otherwise, packages and goods will be placed on the ground outside the main entrance or gate, and confirmation images is required to show where packages and goods were left.

(p) If the transported packages and goods do not contain the correct items due to an error of the business or customer, the Courier has no liability. Courier is not liable for the subject, material, or value of contents of a package. Courier is not liable for packages and goods sent to incorrect or unverified locations, nor what occurs to the package and goods after drop-off.

(q) While performing duties, a freelancer is not to solicit gratuities or gifts from the customers of the Company. If ever provided more money than the job fee, change must be offered. If a gratuity or gift is offered it is up to the Freelancer to decide to accept. All gratuities or gifts are not a part of any fees or compensation provided by the Company. Any gratuities paid electronically for jobs will be paid straight through to Freelancer without reservation or processing fees that were incurred in their receipt.