1.1 Independent Contractor is in the business of providing, as an independent contractor and for a fee, delivery services for companies, organizations and individuals in need of such services.
1.2 MDS is in the business of contracting with publishers and other companies and individuals for the delivery of written publications and materials and, in such capacity, does from time to time require the services of an independent contractor specializing in such delivery services.
1.3 MDS desires to contract with Independent contractor for delivery services in connection with contracts entered into by MDS with said publishers and other companies and individuals.
NOW THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which hereby acknowledged, it is understood and agreed between the parties:
2. Independent Contractor agrees to provide MDS with professional delivery services as an independent contractor in connection with a certain delivery project as designated or attached hereto and made part hereof, at all times exercising a high degree of diligence, skill and integrity in the performance of such services. Such services shall include but not be limited to the delivery of all designated materials in a timely and workmanlike manner, in appropriate locations and in good condition.
3. It is understood and agreed that the Independent Contractor reserves the right and privilege, in his/her sole discretion, to provide delivery services to other parties if his/her choice so long as said services do not interfere with the completion of the services contracted for in this Agreement.
4. The parties acknowledge that this Agreement is terminable at will by either party hereto, with or without cause, in accordance with the following:
4.1 In order for Independent Contractor to terminate this Agreement, he/she must give either written or telephone notice to MDS Routing Coordinator in charge of the Agreement at least two (2) full business days before the deadline for the Independent Contractor’s completion of his/her obligations under this Agreement. If Independent Contractor terminates this Agreement, Independent Contractor shall immediately return any and all materials to MDS at the location specified by MDS. In such event, Independent Contractor’s responsibility for the condition and safety of such materials shall continue until all of such materials have been returned to and accepted by MDS.
4.2 MDS may terminate this Agreement by notice to Independent Contractor. If such notice is given to Independent Contractor prior to his/her delivery of any of the materials, MDS shall owe no monetary or other obligation to Independent Contractor other than to pick up any materials previously delivered to the Independent Contractor. If Independent Contractor has commenced delivering the materials in accordance with this Agreement he/she shall immediately stop delivery and MDS shall be obligated to pay only for the delivery of those materials made prior to Independent Contractor’s receipt of such notice. In any event, Independent Contractor’s responsibility for the condition and safety of any and all undelivered materials shall continue until all such materials have been picked up by MDS.
5. Independent Contractor shall be solely responsible for all costs and expenses incurred by him/her in the completion of Independent Contractor’s delivery obligations set forth herein. MDS agrees to pay to Independent Contractor for the full and complete performance of Independent Contractor’s service herein the sum(s) set forth in Schedule 1 or any similar schedules. Independent contractor acknowledges that due to MDS’s business, time is of the essence in completing it’s delivery obligations under the contract, no matter what the weather. Independent Contractor therefore agrees and shall accept the fine set forth in any attached schedules which may be imposed upon him/her due to Independent Contractor’s failure to properly complete the services hereunder by the deadline or to otherwise breach this Agreement.
6. Independent Contractor agrees to perform his/her services and complete his/her obligations hereunder in a timely and workmanlike manner and in accordance with all rules, regulations, guidelines and restrictions which may from time to time be promulgated by U.S. Postal Service and Federal, State or Local governmental authorities.
7. Independent Contractor specifically understands and agrees that as an independent contractor, he/she is responsible for the payment of all payroll taxes and expenses, including but not limited to income tax, social security, worker’s compensation and insurance, and that MDS shall have no liability whatsoever for the payment of any amounts for such taxes and other payroll expenses of the Independent Contractor. Independent Contractor shall be obligated to pay all fines and penalties assessed by and governmental or quasi-governmental authority for improper delivery methods or procedures. Routes may be spot-checked for timeliness, accuracy, completeness and workmanlike manner.
8. Independent Contractor hereby agrees to indemnify and hold MDS harmless from and against any tax liability incurred by MDS as a result of a final determination by any governmental authority that contrary to the express and specific intent of the parties expressed in this Agreement MDS is liable for any payroll-related taxes and/or expenses because of compensation paid to Independent Contractor under this Agreement.
9. MDS may assign or transfer its interest in this Agreement without the consent of Independent Contractor. Independent Contractor may not assign or transfer his/her interest in this Agreement without the prior written consent of MDS.
10. It is understood and agreed between the parties hereto that Independent Contractor is not an employee or servant of MDS but shall be deemed an independent contractor for all purposes. The parties agree that MDS has no control over the methods Independent Contractor uses to complete his/her delivery services hereunder and that Independent Contractor will be responsible for his/her employees and agents, if any, in the conduct and completion of delivery services.
11. In the event Independent Contractor is under the age of 18, his/her parents or legal guardians shall co-sign this Agreement thereby guarantying the service and monetary obligations of Independent Contractor under this Agreement.
12. Independent Contractor shall not hold MDS liable for any injuries and/or property damage suffered to or caused by Independent Contractor, his/her employees or agents arising from or due to Independent Contractor’s performance or attempted performance of his/her obligations under this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date below.