Independent Contractor Agreement
This Independent Contractor Agreement (“Agreement”) is made by and between Dog Adventures Northwest LLC (“DANW”) and ___________________________ (“Contractor”), an individual [OR a[n] [State] limited liability company [Corporation].
Background and Intention
DANW provides off-leash adventures for dogs in the Portland metropolitan area as well as private training, day camp, boarding, board-and-train, and pet sitting.
Contractor has skills and information that can help DANW succeed in achieving its goals, and DANW desires Contractor’s animal care skills for specific tasks for a limited term and limited purposes as described in this Agreement.
The parties agree to be engaged to perform specific tasks as an independent contractor, and not an employee, because they enjoy and respect each other, and they trust one another to be reliable and accountable. The parties value clear and open communication and expect to navigate any challenges or changes with a commitment to respectful communication. To ensure that expectations are clearly communicated and carried out, the parties want to clarify their rights and responsibilities.
In exchange for good and valuable consideration (which the parties acknowledge and agree is sufficient), the parties agree to the validity of the background material above and to the provisions that follow.
Independent Contractor Services
Contractor is an independent contractor and shall be responsible for supporting DANW’s goals by providing animal care services. Contactor’s duties may include the following services (collectively “Services”):
Board & Learn
Ensuring assigned tasks are completed professionally and within specified timeframe.
Professional communications with all DANW clients, including written emails, content creation, and phone and Zoom communications.
Protect client confidentiality at all times, including sensitive login information, customer documents, and client’s personal privacy.
Contractor shall have the following key competencies:
Demonstrating the ability to handle several tasks simultaneously.
Implementing the key principles of time management, task allocation, and priority assignment in addition to personal organization.
Initiating and responding to suggestions for improving service.
Contractor shall complete the following general requirements before beginning work:
Complete Form W-9.
Provide Dog Adventures Northwest a copy of car insurance.
Either produce evidence of general business insurance coverage or pay $25 to Dog Adventures Northwest to be added as an “additional insured” on its insurance policy.
Register LLC with Oregon Secretary of State (recommended).
Agree to a criminal background check.
Complete an animal first aid course before rendering services under this Agreement and every three years thereafter.
Review the Dog Adventures Northwest website including the "How it Works” page.
Read and agree to all text in the contractor portal.
Contractor shall be responsible, at Contractor’s expense, for maintaining and providing all reasonable tools, clothing, and devices necessary to complete expected work requirements, including but not limited to a cell phone that supports the Time To Pet App, vehicle, equipment to ensure safe transportation of dogs, spare leashes, dog treats, waste bags, first aid supplies, towels, and fresh water when water is not readily available or is unsafe for dogs to drink. It will be at the Contractor’s expense to maintain and obtain all required certifications and business licenses. Contractor is responsible for any necessary business insurance required by Federal or State law.
Contractor shall provide the Services according to its own means and methods, which shall be in the exclusive control of the Contractor and which shall not be subject to the control or supervision of DANW.
DANW shall give Contractor access to DANW’s materials, techniques, and any other information DANW and Contractor mutually agree is useful for the Contractor to have (“Materials”). Contractor may use the Materials as tools when providing Services.
Relationship and Rights of Ownership.
Nothing contained in this Agreement is intended to or shall be construed in any manner as creating or establishing the relationship of employer/employee or partnership between the parties. The Contractor, or any officer, employee or agent of the Contractor, shall at all times remain an independent contractor with respect to the Services to be performed under this Agreement.
DANW is exempt from payment of minimum wage, unemployment compensation, FICA, retirement, life and/or medical insurance and worker’s compensation insurance for the Services performed under the Agreement. Contractor is responsible for providing any workers’ compensation or other insurance required by the State of Oregon and/or for the payment of any taxes associated with performing the Services covered by this Agreement as required by the State of Oregon and the federal government.
This Agreement does not constitute a hiring by either party. Contractor agrees, acknowledges, understands, and represents (i) that they are an independent contractor (and not an employee) with respect to all services provided pursuant to this Agreement and for all purposes, including, without limitation, federal and state tax purposes; (ii) that their classification as an independent contractor for federal tax purposes arises under Section 3121, 3306, and 3401 of the Internal Revenue Code of 1986, as amended (the "Code") and the treasury regulations promulgated hereunder; and (iii) that, as an additional ground for independent contractor classification for federal tax purposes, Contractor qualifies as an independent contractor under Section 3508 of the Code. Contractor further represents that as an independent contractor, they will file with the appropriate federal and state authorities all required forms and make all required or necessary payments appropriate to the Contractor's status as an independent contractor.
Payment for Services.
DANW shall pay Contractor only and after it has been paid for Services. Contractor states that it relies primarily on the credit and ability of others to pay and not on DANW’s credit or ability. Contractor further expressly accepts the risk that it will not be paid for work performed by Contractor if DANW, for whatever reason, is not paid.
DANW shall compensate Contractor by way of a profit-sharing percentage, namely a 60% base commission for each service provided, plus 10% for certification, plus 5% for Contractor establishment as a Sole Proprietor, LLC, or DBA. Accepted certifications for training and adventures include any certification through a nationally-accredited organization that applies coursework, hands-on hours, and an exam toward certification and requires continuing education to maintain certification. For those Contractors who solely pet sit for DANW, CPPS is the only accepted certification (Certified Professional Pet Sitter, Pet Sitters International). In the event of client cancellation, DANW shall compensate Contractor cancellation fees collected, using the above commission structure.
DANW shall pay Contractor $25 for each new client Meet and Greet or Evaluation.
Contractor is entitled to 100% of client tips earned.
DANW shall pay Contractor a $50 referral credit for each new client the Contractor brings.
Contractor shall be responsible for all personal expenses, including, but not limited to, automobile, travel, automobile insurance, food, lodging, license fees, dues, income taxes, withholding taxes and the like, which may result from Contractor being associated with DANW.
Contractor is responsible for providing all necessary materials including, but not limited to, cell phone that supports the Time To Pet App, vehicle, equipment to ensure safe transportation of dogs, dog treats, spare leashes, toys, first aid supplies, waste bags, towels, and fresh water when water is not readily available or is unsafe for the dogs to drink.
Term and Termination.
Either party may terminate this Agreement on 14 days written notice to the other party in the event of a breach of any provision of this Agreement by the other party, provided that, during the 14-day period, the breaching party fails to cure such breach.
In the event that this Agreement is terminated as a result of a breach of this Agreement by Contractor, DANW shall have the right, in addition to any other claims that it might otherwise have against Contractor, to complete Services either itself or through the services of a third-party contractor and charge back to Contractor any costs incurred.
In the event that this Agreement is terminated as a result of DANW or Contractor choosing to end their relationship, the party initiating the termination shall provide 14-day prior written notice to the other.
Confidentiality and Nondisclosure.
During the term of this Agreement, Contractor may have access to and may become familiar with the various trade secrets and confidential information of DANW, including passwords, client information, customer lists, processes and compilations of proprietary information, and records owned by DANW or DANW’s clients and customers, and which are regularly used in the operation of DANW’s business, including but not limited to: (i) contact information for vendors, clients, customers, and colleagues; (ii) information relating to marketing methods, business plans, and manner of operation; (iii) formulas, production techniques; (iv) passwords, client information and (v) any other information which is generally regarded as confidential in DANW’s industry, without regard to whether such items would be deemed confidential, material, or important to others (collectively, “Confidential Information”).
The Confidential Information used in DANW’s business gives DANW an advantage over competitors.
Contractor, at all times during and after the Term of this Agreement and for a period of one (1) year after termination hereto, shall not use or disclose to others any Confidential Information that may be communicated to, acquired by, developed by, or discovered by Contractor during the course of, as a result of, or in any manner related to or arising from this Agreement, unless such use or disclosure has been specifically authorized by DANW in writing or is necessarily authorized for the benefit of DANW in the ordinary course of performing the Services. If Contractor is in doubt about whether disclosure is authorized, Contractor shall make a request to DANW to disclose.
Contractor shall not make unauthorized copies of any portion of the Confidential Information.
All files, records, documents, equipment, computer records, and similar items containing Confidential information, whether prepared by Contractor pursuant to this Agreement or otherwise coming into Contractor’s possession, are and shall remain the exclusive property of DANW. Such items shall in all events be promptly returned to DANW upon the termination of this Agreement.
All files and records related to the Services, whether stored on a computer, computer disk, flash drive, storage website, or otherwise, are subject to inspection by DANW at any time and without prior notice to Contractor.
Warranties and Representations.
Contractor represents and warrants to DANW that it is free to enter into this Agreement and that its performance thereunder will not conflict with any other Agreement to which contractor may be a party.
Contractor represents and warrants to DANW that the Services are unique and original and does not infringe on the rights of any third parties.
Amendments. This Agreement may be altered or amended only by written agreement signed by both parties.
Application of Oregon law. The validity and interpretation of this Agreement shall be governed exclusively by its terms and by the laws of the State of Oregon.
Entire agreement. This is the entire agreement of the parties with respect to the matters covered in this Agreement and supersedes all prior agreements between them, written or oral. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict herewith.
Indemnity. Contractor agrees to defend, indemnify, and hold DANW, its members, managers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against DANW based on a breach by Contractor of any representation and warranty made in this Agreement.
Mediation of disputes. If a dispute arises out of or relates to this Agreement, or the alleged breach thereof, and if the dispute is not settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation within 60 days before resorting to binding arbitration in Multnomah County, Oregon. Arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of the Arbitration Service of Portland, with one arbitrator designated in accordance with those rules unless the parties provide otherwise by written agreement. The parties agree to abide by all decisions and awards rendered in such proceedings. In any such dispute, the prevailing party shall be entitled to its or their attorneys’ fees and costs, in addition to any other relief that may be awarded.
Severability. If any provision of this Agreement or the application of this Agreement to any person or circumstance is determined by a court of law to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
Third parties. There are no third-party beneficiaries under this Agreement.
Waivers. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
Electronic Delivery. This Agreement may be executed and delivered via facsimile, electronic mail (including portable document format files [PDF]) or other electronic transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
[Signature Page Follows]
By signing below, parties attest that they have read, understand, and agree to all terms and conditions herein.
Authorized Signer of DANW
Signature: _________________________________ Date: ________
Kerry Ryan, Member
Signature: _________________________________ Date: ________
Type of Entity: ☐ Sole Proprietorship/DBA/Individual ☐ LLC
Business Name (if applicable):
City, State, Zip:
Federal Tax ID # (if applicable):
Workers’ Comp Carrier (if applicable):