Thank you for your interest in becoming an independent contractor for Proliance.  We are excited to have qualified shoppers like you on board.  Please fill out the registration form below and we will be in contact with you when a project becomes available that fits your profile.

Proliance, LLC Independent Contractor Agreement

This Agreement is made between PROLIANCE LLC (“Proliance”) with a principal place of business at 3651 Lindell Rd Ste D815, Las Vegas NV, 89103, and the contractor listed above on the date listed above.

 

  1. Services to Be Performed

Proliance retains Contractor to perform specific services related to Proliance services on a project by project basis.  Individual project parameters are outlined separately.  All Proliance specifications given to you by Proliance regarding a project, which are consistent with this Agreement, are hereby incorporated by reference.

 

  1. Payment and Contractor Status

Proliance shall remit payment to the Contractor within 90 days after receipt of Contractor service and/or work product.

 

The Contractor may not act as agent for, or on behalf of, the Company, or to represent the Company, or bind the Company in any manner.

 

The Contractor will not be entitled to worker’s compensation, retirement, insurance or other benefits afforded to employees of the Company.

 

Contractor understands that neither Contractor nor Contractor’s employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of Proliance.

 

Proliance shall make no state or federal unemployment compensation payments on behalf of Contractor or Contractor’s employees or contract personnel. Contractor will not be entitled to these benefits in connection with work performed under this Agreement.

 

Proliance shall not obtain workers’ compensation insurance on behalf of Contractor or Contractor’s employees. If Contractor hires employees to perform any work under this Agreement, Contractor will cover them with workers’ compensation insurance to the extent required by law.

 

Proliance shall not provide insurance coverage of any kind for Contractor or Contractor’s employees or contract personnel

 

  1. Expenses

Contractor shall be responsible for all expenses incurred while performing services under this Agreement. This includes automobile, truck, and other travel expenses; vehicle maintenance and repair costs; vehicle and other license fees and permits; insurance premiums; road, fuel, and other taxes; fines; radio, pager, or cell phone expenses; meals; and all salary, expenses, and other compensation paid to employees or contract personnel the Contractor hires relative to work being conducted under this Agreement.

 

  1. Taxes and Laws

Proliance will not:

  • withhold FICA (Social Security and Medicare taxes) from Contractor’s payments or make FICA payments on Contractor’s behalf
  • make state or federal unemployment compensation contributions on Contractor’s behalf,
  • withhold state or federal income tax from Contractor’s payments, or
  • obtain workers’ compensation insurance.

 

Contractor shall pay all taxes incurred while performing services under this Agreement—including all applicable income taxes and, if Contractor is not a corporation, self-employment (Social Security) taxes.

 

  1. Indemnification

Contractor shall indemnify and hold Proliance harmless from any loss or liability arising from performing services under this Agreement.

 

  1. Term of Agreement

This agreement will become effective when signed by both parties and will terminate on the earlier of the date a party terminates the Agreement as provided below.

 

  1. Terminating the Agreement

Either party may terminate this Agreement at any time by giving 7 days’ written notice to the other party of the intent to terminate.

 

  1. Exclusive Agreement

This is the entire Agreement between Contractor and Proliance.

 

  1. Modifying the Agreement

This Agreement may be modified only by a writing signed by both parties.

 

  1. Resolving Disputes

This agreement constitutes the entire agreement between you and Proliance. All Proliance specifications given to you by Proliance regarding a project, which are consistent with this Agreement, are hereby incorporated by reference.  This agreement shall be governed by, and enforced in accordance with, the laws of Nevada. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other Provisions of this agreement, which shall remain in full force. The Headings in this Agreement are to make it easier to read and should not be considered when interpreting various provisions of the agreement.  This Agreement shall be binding upon the parties, their respective agents, employees, successors, heirs and assigns.

 

  1. Confidentiality

Contractor acknowledges that it will be necessary for Proliance to disclose certain confidential and proprietary information to Contractor in order for Contractor to perform duties under this Agreement. Contractor acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm Proliance. Accordingly, Contractor will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of Proliance without Proliance’s prior written permission except to the extent necessary to perform services on Proliance’s behalf.

 

Proprietary or confidential information includes:

  • the written, printed, graphic, or electronically recorded materials furnished by Proliance for Contractor to use
  • any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that Proliance makes reasonable efforts to maintain the secrecy of
  • business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information,
  • information belonging to customers and suppliers of Proliance about whom Contractor gained knowledge as a result of Contractor’s services to Proliance,
  • names of Proliance clients, and
  • procedures and forms used by Proliance in the course of business.

 

Upon termination of Contractor’s services to Proliance, or at Proliance’s request, Contractor shall deliver to Proliance all materials in Contractor’s possession relating to Proliance’s business.

Contractor acknowledges that any breach or threatened breach of Clause 11 of this Agreement will result in irreparable harm to Proliance for which damages would be an inadequate remedy. Therefore, Proliance shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of Clause 11 of this Agreement. Such equitable relief shall be in addition to Proliance’s rights and remedies otherwise available at law.

 

  1. Proprietary Information.

 

The product of all work performed under this Agreement (“Work Product”), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress and deliverables will be the sole property of the Proliance, and Contractor hereby assigns to the Proliance all right, title and interest therein, including but not limited to all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights and other proprietary rights therein. Contractor retains no right to use the Work Product and agree not to challenge the validity of the Proliance’s ownership in the Work Product.

 

Contractor hereby assigns to the Proliance all right, title, and interest in any and all photographic images and videos or audio recordings made by the Proliance during Contractor’s work for them, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings.

 

  1. No Partnership

This Agreement does not create a partnership relationship. Contractor does not have authority to enter into contracts on Proliance’s behalf.

 

  1. Assignment and Delegation

Contractor may not assign or subcontract any rights or delegate any of its duties under this Agreement without Proliance’s prior written approval.

 

  1. Applicable Law

This Agreement will be governed by Nevada law, without giving effect to conflict of laws principles.