NOMAD INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement (this "Agreement") is made as of the date the first invoice is paid (the “Effective Date”) by and between the company paying the invoice, the (the “Client”) at the first location filled in on the initial application, (the “Premises”); and Nomad Valet, a Texas limited liability corporation, located at 701 Brazos St, Austin, TX 78701 (“Independent Contractor”). Client and Independent Contractor may each be referred to in this Agreement as a “Party” and collectively as the “Parties.” 1. Services. Independent Contractor shall provide to Client the services as described in Exhibit A attached to this Agreement (the “Services”). In addition, Independent Contractor shall perform such other duties and tasks, or changes to the Services, as may be agreed upon by the Parties. If what’s asked of the Independent Contractor extends past the scope of this agreement, Independent Contractor will provide an additional services, scope, and cost as necessary.. 2. Compensation. In consideration for Independent Contractor’s performance of the Services, Client shall pay Independent Contractor as outlined on Exhibit B. Independent Contractor will be paid within (15) days after receiving Independent Contractor's invoice. Independent Contractor will submit invoices for payment on the 20th of each month. 3. Expenses. Except as otherwise specified in this Agreement, Client shall reimburse Independent Contractor for all pre-approved, reasonable and necessary costs and expenses incurred in connection with the performance of the Services. 4. Term and Termination. Independent Contractor’s engagement with Client under this Agreement shall commence on the date of first invoice and continue thereafter from year to year unless written notice of non-renewal is given by either party at least thirty (60) days prior to expiration of the Initial Term or then current extension term. In addition to any other termination rights granted herein, and notwithstanding any other provisions of this Agreement to the contrary, this Agreement may be terminated at any time, without cause or penalty, by either party giving at least sixty (60) days’ prior written notice, with the effective date of termination to be on the last day of the second calendar month following the month in which said notice is received. The Parties agree and acknowledge that this Agreement and Independent Contractor’s engagement with Client under this Agreement shall terminate after 5 years. 5. Independent Contractor. The Parties agree and acknowledge that Independent Contractor is an independent contractor and is not, for any purpose, an employee of Client. Independent Contractor has authority to enter into agreements or contracts on behalf of Client. Client shall not be obligated to pay worker's compensation insurance, unemployment compensation, social security tax, withholding tax or other taxes or withholdings for or on behalf of the Independent Contractor in connection with the performance of the Services under this Agreement. 6. Confidentiality. a. Confidential and Proprietary Information. In the course of performing the Services, Independent Contractor will be exposed to confidential and proprietary information of Client. “Confidential Information” shall mean any data or information that is competitively sensitive material and not generally known to the public, including, but not limited to, information relating to development and plans, marketing strategies, finance, operations, systems, proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, data, databases, inventions, know-how, trade secrets, customer lists, customer relationships, customer profiles, supplier lists, supplier relationships, supplier profiles, pricing, sales estimates, business plans and internal performance results relating to the past, present or future business activities, technical information, designs, processes, procedures, formulas or improvements, which Client considers confidential and proprietary. Independent Contractor acknowledges and agrees that the Confidential Information is valuable property of Client, developed over a long period of time at substantial expense and that it is worthy of protection. b. Confidentiality Obligations. Except as otherwise expressly permitted in this Agreement, Independent Contractor shall not disclose or use in any manner, directly or indirectly, any Confidential Information either during the term of this Agreement or at any time thereafter, except as required to perform the Services or with Client’s prior written consent. c. Rights in Confidential Information. All Confidential Information disclosed to Independent Contractor by Client (i) is and shall remain the sole and exclusive property of Client, and (ii) is disclosed or permitted to be acquired by Independent Contractor solely in reliance on Independent Contractor’s agreement to maintain the Confidential Information in confidence and not to use or disclose the Confidential Information to any other person. Except as expressly provided herein, this Agreement does not confer any right, license, ownership or other interest in or title to the Confidential Information to Independent Contractor. d. Irreparable Harm. Independent Contractor acknowledges that use or disclosure of any Confidential Information in a manner inconsistent with this Agreement will give rise to irreparable injury for which damages would not be an adequate remedy. Accordingly, in addition to any other legal remedies which may be available at law or in equity, Client shall be entitled to equitable or injunctive relief against the unauthorized use or disclosure of Confidential Information. Client shall be entitled to pursue any other legally permissible remedy available as a result of such breach, including but not limited to, damages, both direct and consequential. In any action brought by Client under this Section, Client shall be entitled to recover its attorney’s fees and costs from Independent Contractor. The terms of this section shall survive the termination of this Agreement. 7. Ownership of Work Product. The Parties agree that all work product, information or other materials created and developed by Independent Contractor in connection with the performance of the Services under this Agreement and any resulting intellectual property rights (collectively, the “Work Product”) are the sole and exclusive property of Independent Contractor. Independent Contractor grants to Client a limited, non-exclusive license to use the Work Product. The Work Product is to be used only by Client, and Client may not assign, transfer, lease or sublicense any Work Product to any person or entity without Independent Contractor’s prior written consent. 8. Mutual Representations and Warranties. Both Client and Independent Contractor represent and warrant that each Party has full power, authority and right to execute and deliver this Agreement, has full power and authority to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of this Agreement. No other consents are necessary to enter into or perform this Agreement. 9. Independent Contractor Representation and Warranties. Independent Contractor represents and warrants that it has all the necessary licenses, permits and registrations, if any, required to perform the Services under this Agreement in accordance with applicable federal, state and local laws, rules and regulations and that it will perform the Services according to the Client’s guidelines and specifications and with the standard of care prevailing in the industry. 10. Governing Law. The terms of this Agreement and the rights of the Parties hereto shall be governed exclusively by the laws of the State of Texas, without regarding its conflicts of law provisions. 11. Disputes. Any dispute arising from this Agreement shall be resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association. 12. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. 13. Assignment. The interests of Independent Contractor are personal to Independent Contractor and cannot be assigned, transferred or sold without the prior written consent of Client. 14. Entire Agreement. This Agreement constitutes the entire agreement between the Parties hereto with respect the subject matter hereof, and supersedes all prior negotiations, understandings and agreements of the Parties. 15. Amendments. No supplement, modification or amendment of this Agreement will be binding unless executed in writing by both of the Parties. 16. Notices. Any notice or other communication given or made to either Party under this Agreement shall be in writing and delivered by hand, sent by overnight courier service or sent by certified or registered mail, return receipt requested, to the address stated above or to another address as that Party may subsequently designate by notice, and shall be deemed given on the date of delivery.
The Client designates Notices be sent to the address listed first on the form, the Premises, unless otherwise noted and agreed to by NOMAD.
The Independent Contractor designates Notices be sent to:
Nomad 800 Indiana St #483 San Francisco, CA 94107 Attention: Paris Taylor 17. Waiver. Neither Party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by either Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation. 18. Further Assurances. At the request of one Party, the other Party shall execute and deliver such other documents and take such other actions as may be reasonably necessary to effect the terms of this Agreement. 19. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement. Clicking “I agree” on the onboarding form and paying the first invoice executes the agreement. EXHIBIT A Statement of Work Site: or the purposes of this Statement of Work, the Client “it” is ) the Premises Operations: Independent Contractor will begin with consulting efforts to determine what parking and commute solutions exist for Client in the area 1 mile around site. Independent Contractor will consult with Client to secure nearby parking spaces on a minimum of a monthly basis and manage all related operational changes as required. Independent Contractor will provide operationally beneficial parking recommendations based on expertise within the market. Client will pay Independent contractor in advance of tenants to secure spaces and prepare operations plan for Client. The client will begin securing spaces at nearby locations including but not limited to parking garages and open lots. Aggregated parking spaces will be decided with Client decision makers based on a number of needs including but not limited to price, type of garage, hours of availability, overall ease of operations, etc. If necessary, Independent Contractor will offset securing spaces in advance by backfilling spaces with nearby parkers. Client will secure as many spaces in advance as possible based on dynamic supply and demand patterns with the approval of Client and Independent Contractor will work to backfill the spaces procured with nearby employees until that time in which Client is ready to operationalize spaces with Client’s own members, and guests. Independent Contractor will be provided an email address to client decision makers operational and financial sides of the business to ensure smooth communication, operations, and prompt payment. Independent Contractor will fully manage parking purchasing, onboarding/offboarding, user data, and day-to-day operations of to ensure nimble procurement of spaces through parking parking and commute partners as required by Client. EXHIBIT B Compensation Schedule Independent Contractor will be entitled to compensation for their monthly services performed during the term of this Agreement, as follows:
Part One - Client will pay Independent Contractor a monthly retainer based on user tiers agreed to and noted in the invoice for operational fees and ongoing on-demand commute consulting services and proprietary blend of software platforms and a convenience fee for each spot
Part Two - Included in the invoice, Client will pay Independent Contractor the sum of all parking costs associated with parking per user per month. Not limited to monthly recurring parking space charges, but also pass-through charges such as fines, replacement passes (should they occur as a result of user error), a NOMAD convenience fee, etc