Terms and conditions

General Terms and Conditions

PLEASE READ AND REVIEW THIS DOCUMENT CAREFULLY.

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the "Agreement") is entered by and between The Cobblers USA, Inc. (hereinafter referred to as the “Company”), and YOU, (hereinafter referred to as the “Contractor”).

WHEREAS, the Company desires to retain the Contractor as an Artisan Cobbler for the Company;

WHEREAS, the parties desire to set forth the terms and conditions under which the Contractor shall provide the services described below.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein provided, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and as a condition to, and in consideration of, the engagement of the Contractor by the Company, the parties hereto, intending to be legally bound, agree as follows

ENGAGEMENT. The Company retains the Contractor to provide the services listed on Attachment “A” to this Agreement to all current, future or prospective customers of the Company (hereinafter referred to as “Customers”) as needed by the Company.

INDEPENDENT CONTRACTOR. All services under this Agreement will be rendered by the Contractor as an independent contractor. The Contractor is not and shall not be deemed to be a partner, officer, employee, or agent of the Company and shall not represent itself to be an employee, partner, joint venture, agent or officer with or of the Company. Contractor has no authority to bind Company to any contract or other obligation or to engage in any conduct which imposes or may impose on Company liability of any kind.

The Contractor is free to maintain its own practice and provide services to individuals and entities that are not customers of the Company. During this Agreement, the Contractor is free to and may provide such services to any individual or entity that is not a customer of the Company so long as such other services do not: (i) interfere with the performance of the Contractor’s duties pursuant to this Agreement, or (ii) create a conflict of interest.

PERFORMANCE OF DUTIES. Contractor will perform its services under this Agreement, in a competent manner consistent with the policies and procedures established by the Company from time to time, and Contractor agrees to abide by such policies and procedures. In providing the services contemplated by this Agreement, the Contractor shall maintain a standard of care at least equivalent to that customarily provided in the industry or field. Contractor further agrees that, at all times, it shall comply with any and all applicable laws, rules, regulations, ordinances and ethical standards when performing the services and duties contemplated under this Agreement on behalf of or for the benefit of the Company. Throughout the term of this Agreement, Contractor shall comply with any and all applicable requirements necessary under or required by any applicable laws, rules, regulations or ordinances to perform the services contemplated under this Agreement.

Furthermore, the parties agree to the following:

Contractor acknowledges and agrees that Contractor is solely responsible and liable for the filing of all tax returns and the payment of all taxes, contributions, and other payments relating to Contractor's business and services. The Company will not deduct, withhold or pay, and Contractor shall be solely responsible for U.S. FICA, FUTA, Medicare or federal, state or local income, employment, or wage taxes, workers' compensation insurance premiums, state liability insurance, unemployment benefit insurance, or any other payments that are ordinarily submitted or withheld by an employer on behalf of an employee (including without limitation any penalties or fines which may be assessed at any time). The Company shall report payments to Contractor hereunder to the IRS as payments to an independent contractor.

During the term of this Agreement, the Company will not directly supervise the work of the Contractor. Instead, the Company is only concerned with the final product of the Contractor’s efforts. Accordingly, the manner and method by which the services contemplated under this Agreement are to be provided shall be within the Contractor’s sole discretion.

The Contractor will not be required by the Company to work a specific schedule or number of hours. Instead, the Contractor may work as much or as little as it desires, to the extent that such work is available, and the Contractor, at its discretion, can refuse to accept a particular assignment without any penalty or fear of reprisal.

Contractor is not required to perform its Cobbler services from the Company’s facility. If Contractor does choose to utilize the Company’s facility and/or equipment, the Contractor will be required to pay rent in an amount agreed upon between the Contractor and the Company. For Contractors utilizing the Company’s facility and/or equipment, the Contractor agrees that substantially all of the services completed by Contractor at the Company’s facility will be for the Company’s customers, and only from time to time, may the Contractor provide services to non-Company Customers from the Company’s facility. Contractor accepts all responsibility for the condition of tools and equipment used in the performance of this Agreement, whether or not provided by the Contractor.

The Contractor agrees to indemnify and hold harmless the Company from any claims, demands, deficiencies, levies, assessments, executions, judgments or recoveries by any governmental agency or third party against the Company for any amounts claimed due on account Contractor’s performance of its duties pursuant to this Agreement or pursuant to claims made under any applicable tax laws and any costs, expenses or damages sustained by the Company by reason of such claims.

The Contractor shall not, at any time, represent that Contractor is employed by the Company and shall not take any action on behalf of the Company other than as set forth in this Agreement.

The Contractor shall not, at any time, engage in any collection efforts on behalf of the Company.

The Contractor is not required to wear a uniform of any type but shall maintain a well kept, clean cut appearance commensurate with that of others in the industry or field.

Contractor is not required to attend any Company business meetings nor to meet any work quotas but may be allowed to attend meetings which are held to provide informational updates on new products and services.

The Company shall also have no responsibility or liability related to the services that the Contractor performs for his/her other clients/customers that are not Customers of the Company. The Contractor agrees to pay for and maintain its own general liability insurance policy with limits of at least $4,000,000.00 dollars in the aggregate, and have the Company named as an additional insured on the policy. This insurance must provide coverage for any damage by a Contractor to property belonging to a Customer or the Company. If Contractor does not wish to secure its own general liability insurance policy, the Contractor can elect to secure general liability insurance coverage through the Company’s insurance policy for an amount agreed upon by the Contractor and the Company. Information regarding the Company’s insurance policy is found in Attachment B.

Contractor is prohibited from using the Company’s letterhead, email address, or other documentation or representations that would reasonably indicate to a third party that the Contractor is performing services through, on behalf of, or for the benefit of the Company.

Contractor shall provide the Company with weekly an invoice reflecting the services provided by the Contractor, including the number and description of completed services. Contractor warrants that these invoices will, at all times, contain accurate representations of all services provided by Contractor for the Company.

COMPENSATION. The Company will provide compensation to Contractor for Contractor’s provision of services under this Agreement as set forth in Attachment “A” to this Agreement.

TERM AND TERMINATION. This Agreement shall become effective on _, 2021 and shall continue until terminated by the Contractor or the Company. The Contractor acknowledges and agrees that it is an “independent contractor.” Notwithstanding anything in this Agreement to the contrary, any party may immediately terminate this Agreement at any time and for any reason. The Contractor hereby acknowledges that it is expected to provide the Company with at least two (2) weeks’ written notice of any decision to terminate this Agreement. The parties agree that Paragraphs 6, 7, 8 and 9 survive the termination of this Agreement.

CONFIDENTIAL INFORMATION AND TRADE SECRETS.

Ownership and Implied Rights. All documents and materials that Contractor prepares, or Confidential Information and Confidential Documents (as defined below) that may be given or entrusted to Contractor in the course of its engagement by the Company are and shall remain the sole property of the Company. Nothing in this Agreement or any course of conduct between the Company and Contractor shall grant Contractor any rights in or to all or any portion of the Confidential Information or Confidential Documents. Contractor acknowledges and agrees that the Confidential Information derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use. Contractor acknowledges the exclusive property rights of the Company in the Confidential Information without regard to whether the Confidential Information is or may be subject to protection under any federal or state copyright, patent, trade secret or other laws, it being the specific intent of the parties that the provisions of this Agreement are to be in addition to any protection, right or remedy otherwise provided by law or available in equity. Contractor acknowledges that Confidential Information is and has been the subject of efforts that are reasonable under the circumstances to maintain its confidentiality.

Use and Disclosure. Contractor acknowledges and agrees that during its engagement with the Company, it may have access to, be entrusted with and required to work with Confidential Information or Confidential Documents, which the Company is under an obligation to protect and keep confidential. Contractor agrees during the duration of this Agreement and after this Agreement is terminated regardless of the reason, Contractor shall: (i) keep and hold the Confidential Information and Confidential Documents in confidence and refrain from disclosing the Confidential Information or transmitting any Confidential Documents to any other person, entity or third party; (ii) use the Confidential Information solely in connection with provision of services to the Company pursuant to this Agreement and for no other purpose; (iii) take all precautions necessary to ensure that the Confidential Information and Confidential Documents shall not be, or be permitted to be, shown, copied, transmitted, or disclosed to third parties, without the prior written consent of the Company; and (iv) observe and comply with all policies implemented by the Company from time to time with respect to the protection and security of Confidential Information and Confidential Documents. Contractor understands that it is expressly prohibited from posting on the internet (including any Social Media Accounts) any of the Company’s confidential or proprietary information or trade secrets, and understands that Confidential Information may not be used or disclosed for any purpose other than on behalf of the Company . These restrictions apply whether or not any Confidential Information is marked “confidential.” The Contractor’s obligations under this Agreement shall survive the expiration or termination of this Agreement.

Definitions: “Confidential Documents” means and includes, without limitation, and regardless of the genesis, source, or creator, all Company files, letters, memoranda, reports, records, computer records or other computer storage medium, data, models, or any photographic or other tangible materials containing Confidential Information (as defined below), whether created by the Company Contractor, or any other third party, and all copies, excerpts, and summaries thereof which shall come into the custody, possession, or knowledge of the Contractor.

“Confidential Information” means and includes, but is not limited to, any trade secret, as defined by the Florida Uniform Trade Secrets Act, or any data or information concerning the Company operations or its Customers that is treated by the Company as confidential or that has not been publicly disclosed, including but not limited to the following: (i) names, contact and background information of prospective, current or former Customers, including Customer lists; (ii) information provided to the Company by its Customers in connection with the rendering of services; (iii) computer software developed and/or modified by the Company or for the Company; (iv) technical data and technologies; (v) service and business plans and strategies; (vi) business processes; (vii) proposals for new business; (viii) terms of Customer and other vendor contracts; (ix) financial information concerning the Company or its Customers, including invoices and billing information; (x) training information and materials; (xi) marketing and development information, (xii) materials and plans (including prospective trade names or trademarks); (xiii) sales methods and systems; (xiv) service contract terms; (xv) information pertaining to projections, profits and margins, (xvi) operational and management guidelines; (xvii) creative ideas and the execution of those ideas, (xviii) pro formas, financing, accounting information, (xix) account logins and passwords and access to computer files, including passwords for social media websites, (xx) marketing research and development, (xxi) personnel information, (xxii) any information which Contractor has been told or reasonably should know that the Company regards as confidential, and (xxiii) any other information which is to be treated as confidential because of any duty of confidentiality owed by the Company to a third party or any other information that the Company may, in the ordinary course of business, possess or use and not release externally without restriction on use or disclosure. “Confidential Information” shall not include information that Contractor can clearly demonstrate has become generally known to the public (except by reason of Contractor’s breach of its obligations in this Agreement).

Permitted Disclosures. Nothing in this Agreement prohibits or restricts Contractor from disclosing Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government Company, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order. If Contractor is ordered to disclose any Confidential Information or Confidential Documents in a legal, regulatory or other proceeding, Contractor shall provide the Marketplace Mananger of the Company with prompt written notice (i.e., within five calendar days) of the request or order so that the Company may seek to prevent disclosure or, if that cannot be achieved, the entry of a protective order or other appropriate protective device or procedure in order to ensure, to the extent practicable, compliance with the provisions of this Agreement.

Return of Confidential Documents. Contractor further agrees that upon the termination of this Agreement, it will immediately return to the Company any Confidential Documents and Confidential Information (including all copies thereof including electronic or computer generated) within Contractor's possession, custody, or control. Without limiting the foregoing, Contractor specifically agrees that upon the termination of this Agreement, it will immediately surrender and return to the Company, among other things, all information, materials and data of any kind (including all copies) relating to the Company and the Customers of the Company. In addition, Contractor agrees upon request by the Company or immediately upon termination of this Agreement (for any reason), that it will immediately delete all Confidential Information and Confidential Documents from any personal cellular telephone, smart phone, personal digital assistant, laptop, electronic device, media, networks, storage areas, portable communication device, and similar storage devices, as well as any cloud storage site, and will do so under the supervision of the Company or its designee if so requested.

NON-COMPETITION AND SOLICITATION OF CUSTOMERS. Contractor acknowledges that it would be unfair and inequitable for Contractor, upon termination of this Agreement, to take benefits, accounts or Customers belonging properly to the Company, and to which Contractor would not have had equivalent access but for its relationship with the Company. To protect the legitimate business interests of the Company, Contractor agrees as follows:

Contractor agrees that during the term of this Agreement and for a period of twenty-four (24) months thereafter, it will not, either individually or joint, directly, or indirectly, either as an employee, employer operator, agent, independent contractor, owner, consultant, partner, investor, lender or otherwise: (i) provide to Customers any products or services that compete with the products or services offered by the Company from time to time; (ii) call upon or solicit Customers (including any prospective Customer which the Company had taken any material steps toward establishing a business relationship within the 12-months prior to the termination of this Agreement; or (iii) make known to any other person or entity, the names and addresses of and other pertinent or Confidential Information relating to the Customers.

Contractor agrees that these covenants not to compete and not to solicit Customers are reasonable and necessary to protect the Company’s legitimate business interests, including, without limitation, the Confidential Information, the substantial relationship between the Company and its Customers, and the goodwill of the Company.

The Parties agree that nothing herein precludes the Company from agreeing to allow Contractor to call upon to solicit or to service its Customers. However, the terms and scope of any such agreement must be in writing signed by the Company and the Contractor.

NON-SOLICITATION OF EMPLOYEES. Contractor agrees that during the term of this Agreement and for a period of twenty-four (24) months thereafter, it will not solicit, hire, retain, engage, induce or attempt to induce away, or aid, assist or abet any other person or entity in soliciting, hiring, retaining, engaging, inducing or attempting to induce away from his/her engagement or association with the Company any employee, independent contractor, agent, consultant or other personnel of the or Company otherwise disrupt, impair, damage or interfere with the Company’s relationship with any employee, independent contractor, agent, consultant or other personnel of the Company. Contractor agrees that this covenant not to solicit employees is reasonable and necessary to protect the Company’s legitimate business interests, that the 24-month duration of said covenant is reasonable, and that enforcement of said covenant, whether by an action for injunctive relief, damages, or otherwise, is in no way contrary to the public’s health, safety or welfare.

ENFORCEMENT. Contractor acknowledges and agrees that the covenants and undertakings contained in Paragraphs 6, 7 and 8 of this Agreement relate to matters that are of a special, unique and extraordinary character and that a violation of these covenants will cause irreparable injury to the Company, the full amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Contractor also acknowledges and agrees that these covenants not to compete and not to solicit Customers are reasonable and necessary to protect the Company’s legitimate business interests, including, without limitation, the Confidential Information, the substantial relationship between the Company and its Customers, and the goodwill of the Company. Therefore, Contractor agrees that the Company shall be entitled to:

an injunction, restraining order, writ of mandamus, or other equitable relief from any court of competent jurisdiction, restraining any actual or threatened violation of any of the covenants in Paragraphs 6, 7 and 8 of this Agreement;

any and all damages permitted by law;

attorneys’ fees and costs; and

all other relief deemed just and proper by a court of competent jurisdiction.

Contractor further agrees that the covenants contained in Paragraphs 6, 7 and 8 of this Agreement shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action of Contractor against the Company, whether based on this Agreement or otherwise, shall not constitute a defense to the enforcement of the covenants in Paragraphs 6, 7 and 8 of this Agreement.

Contractor acknowledges that if legal proceedings are initiated by the Company to enforce the covenants contained in this Agreement, the commencement of the 24-month duration of said covenants will commence on the date of the entry of an order granting the Company injunctive, monetary or other relief from Contractor actual or threatened breach of said covenants and will remain in effect for the next succeeding 24 months. Contractor acknowledges that the purpose and effect of the covenants contained in this Agreement would be frustrated by measuring the 24-month duration of said covenants from the termination of this Agreement where Contractor fails to honor the covenants contained in this Agreement until directed to do so by court order.

NO EMPLOYEE BENEFITS. Contractor shall not be eligible for or entitled to receive any benefits of employment that may be available to the Company 's employees or their family members. Even if any of Contractor’s employees are determined or adjudged to be a common or statutory law employee of Company, Contractor, on behalf of Contractor and Contractor’s agents, employees, and subcontractors, agrees to the following: (i) Contractor acknowledges and agrees that no one performing services under this Agreement shall receive, nor shall they be eligible to receive, any employee benefits; (ii) Contractor declines all offers of employee benefits; and (iii) Contractor, if permitted by law and to the full extent permitted by law, waives all rights, if any, to employee benefits. The employee benefits to which this acknowledgment, agreement, declination, and waiver apply include, but are not limited to, the following benefits which may currently, or hereafter, be offered by the Company or any of its affiliates under any agreement, plan, program, arrangement, or otherwise: health, sickness, accident, dental, life, disability and accidental death and dismemberment coverage, whether insured or self-insured, disability, severance, vacation and other paid time off, child care, tuition benefits, expenses, profit sharing, cafeteria plans, pension, 401(k), all other types of retirement plans or programs, and incentive or bonus compensation plans or programs.

CONTRACTOR’S MATERIAL REPRESENTATION.

a). Contractor represents that Contractor is fully qualified and competent to perform the services described in this Agreement. Contractor agrees and acknowledges that the services provided under this Agreement are personal in nature and warrants that it may not, and will not, assign or delegate any task related to the services to anyone. Contractor acknowledges that its representation and agreement contained herein are material and that the Company has relied upon them in entering into this Agreement and that any violation will constitute a material breach of the Agreement. The Company and Contractor agree that no action by Company shall constitute a waiver of this provision.

b). Contractor further represents and warrants to the Company that (i) it has sufficient time and resources to provide the service contemplated hereunder; (ii) the execution, delivery and performance of this Agreement by the Contractor does not, and shall not conflict with, breach, violate or cause a default under any other contract, agreement, instrument, order, judgment, or decree to which the Contractor is a party or by which it is bound; and (iii) the Contractor is not bound by any agreement containing a non-solicitation, non-compete, and/or confidentiality agreement (“Restrictive Covenant”) with any other person or entity which would in any way prevent the Contractor from fully performing this engagement, and agrees to indemnify the Company against any damages, including attorneys’ fees, resulting from a breach of this provision or a breach of any such Restrictive Covenant.

c). Contractor further represents and warrants to the Company that it is legally authorized to perform the services contemplated in this Agreement in the United States for compensation.

ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding between the parties with respect to the Contractor’s engagement by the Company, and the other subject matters contained herein, expressly superseding all prior written, oral or implied agreements and understandings.

MISCELLANEOUS.

Notices. Any and all notices or other communications provided for or required by this Agreement shall be directed to the party to be so notified, in writing and addressed to such party at the respective address shown below, unless notice of change of address has been furnished in the manner provided to the other party. Notices may be served by email, fax, regular mail, or overnight mail. In the event of service by regular mail the date of delivery (the “Delivery Date”) shall be the mailing date plus five (5) days. In the event of service by overnight mail, the Delivery Date shall be the mailing date plus one (1) day. Notice sent by electronic means, such as by fax or email shall be deemed delivered on the day sent. In determining periods of time under this Agreement, the first day of any period shall be the day following the Delivery Date.

To the Contractor:


__

To the Company:



WAIVER. The waiver by any party of any breach of any covenant or condition of this Agreement shall not be construed as a waiver of any subsequent breach of such covenant or condition or of the breach of any other restrictive covenant or condition contained in this Agreement.

SUCCESSORS. The Company may assign its rights and benefits under this Agreement and this Agreement shall survive any sale of assets, merger, consolidation, or other change in the Company’s corporate structure. The duties of the Contractor hereunder are personal in nature and may not be assigned or delegated.

SEVERABILITY. If any term, condition, or provision of this Agreement shall be found to be illegal or unenforceable to any extent for any reason, such provision shall be modified or deleted so as to make the balance of this Agreement, as modified, valid and enforceable to the fullest extent permitted by applicable law.

INDEPENDENT COVENANTS. Each of the provisions of this Agreement are intended to be construed as independent covenants between the Contractor and the Company, and the existence or assertion of any other claim, cause of action, defense or dispute by Contractor against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to enforcement of any provision of this Agreement.

AMENDMENT OR MODIFICATION. This Agreement shall not be amended, revoked, altered or modified in whole or in part, except by an agreement in writing signed by the parties.

ATTORNEYS’ FEES. In any action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its reasonable attorney's fees, including those incurred in any appeals thereof, plus costs.

GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to any choice of law principles that might direct application of the laws of another jurisdiction. The parties also agree that venue for any claims arising from this Agreement or the parties’ relationship shall be the state or federal courts located in Miami-Dade County, Florida. Contractor expressly and irrevocably: (i) consents to the exclusive jurisdiction of such Florida courts; (ii) agrees that this Agreement is entered into in the State of Florida and any breach of this Agreement shall be deemed a breach of a contract in the State of Florida pursuant to Florida Statutes Section 48.193(1)(a) or any similar statute or amendment enacted by the Florida legislature; (iii) agrees that it is subject to personal jurisdiction in such Florida courts, and that it has the requisite contacts with the State of Florida such that the exercise of personal jurisdiction complies with Florida’s long arm statute and the requirements of due process; and (iv) agrees that venue is appropriate and convenient in such courts and expressly waives any defense or objection based on a lack of personal jurisdiction or improper venue.

WAIVER OF JURY TRIAL. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER OF THEM MAY HAVE TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM BETWEEN THEM INVOLVING THIS AGREEMENT, THE PROVISION OF SERVICES BY THE CONTRACTOR TO THE COMPANY, OR ANY CLAIM BETWEEN THEM ARISING OUT OF OR RELATING TO THE CONTRACTOR’S RELATIONSHIP WITH THE COMPANY.

CONSTRUCTION. This Agreement shall not be construed against any party by reason of the fact that the party may be responsible for the drafting of this Agreement or any provision hereof.

SIGNING THE AGREEMENT. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. Each counterpart may be delivered to the other party by way of facsimile, email (as a .pdf attachment) transmission, or electronic signature via DocuSign. Copies of this agreement, whether in the form of a fax, PDF, or electronically signed copy shall have the same force and effect as an original signature. For Contractors receiving this Agreement through the Company’s online application, you will be required to enter your login and password. This password is used in place of a handwritten signature that might be used for documents that are available on paper. By entering your password below, you consent to having your electronic signature be binding on all documents you sign through this application. If you have any questions about the use of electronic signatures or are unwilling to consent to its use, DO NOT enter your password. Instead, contact _ and address any issues with them.

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates below indicated.

BY ENTERING CONTRACTOR’S PASSWORD, CONTRACTOR CONFIRMS THAT HE/SHE/THEY HAVE READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT.

THE COBBLERS USA, INC.

By: _

Printed Name: ___

Title: ___

Date: ___

CONTRACTOR

By: _

Printed Name: ____

Its: _

Date: ___

Page Break ATTACHEMENT “A”

Services To Be Provided By Contractor:

Contractor shall provide the services of a Artisan Cobbler consisting of, but to limited to, the following:

Men’s shoe repair

Women’s shoe repair

Recondition and polish of shoes

Refinish and Dying of shoes

Sewing work

Customizing sneakers

Reglue/sewing Sneakers

Leather refinishing

Wash

Deox

All final products completed by the Contractor will be inspected by the Company for final approval. This inspection occurs upon completion of the final product, not at any time during the production process. If the final product does not pass the Company’s standards on at least two instances, the Company reserves the right to suspend this Agreement.

Compensation Amount and Terms:

The Company will charge Customers (through the Company’s point of sale system) for services performed by Contractors. The Company will pay Contractor a percentage of the total sale per completed service based on level of expertise and in accordance with the schedule outlined below:

Service

Percentage of Sale*

Men’s Shoe Repair

20% 25% 30% 40%

Women’s Shoe Repair

20% 25% 30% 40%

Recondition and Polish

20% 25% 30% 40%

Refinish and Dye

20% 25% 30% 40%

Sewing Work

20% 25% 30% 40%

Custom Sneaker

20% 25% 30% 40%

Reglue/sewing

25% 30% 35% 40%

Midsole Repaint

25% 30% 35% 40%

Leather Refinishing & Dyes

25% 30% 35% 40%

Wash/Detox

25% 30% 35% 40%

  • Percentage of sale is defined by expertise level agreed upon by the Parties.

Contractor will be eligible for payment after all of the following occur: (i) the service is completed and delivered to the Company; (ii) the final product is approved by the Company; and (iii) the Customer’s payment to the Company has cleared. Payments to the Contractors are made weekly upon approval of Contractor invoices as required in paragraph 3(l) of the Agreement.

Dissatisfied Customers or Damaged Items:

If a Customer is dissatisfied with the service performed by the Contractor or a Contractor damages the Customer’s items while the item is in the Contractor’s care, the Contractor is solely responsible for refunding the Customer for any amounts paid and compensating the Customer for any damage or losses caused by Contractor.

Page Break

ATTACHMENT “B”

Insurance

If Contractor does not wish to secure its own general liability insurance policy in the amounts required in the Agreement, the Contractor can elect to secure general liability insurance coverage through the Company’s insurance policy for $30/month. Only Contractors who elect to utilize the Company’s general insurance policy will pay this amount.

A copy of the Insurance Policy, which contains all terms and conditions, is attached for your reference. The attached Policy contains information regarding the limits on coverage and deductibles applicable for any claims made on the policy. The Contractor is solely responsible for payment of any deductibles, or to the extent, the value of the item damaged is less than the deductible, the actual cost of replacement.

The terms of the insurance policy, including the cost per month for insurance coverage, are subject to change.