EXCEPTIONAL CLOSING NETWORK, INC.
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement is entered into this ____ day of ______, 200__, by and between ______, an individual (hereafter, “Notary”), and Exceptional Closing Network, Inc., a Florida corporation (hereafter, “ECN”).
On behalf of certain lenders, real estate brokers and other ECN clients in need of notarial services (“ECN Clients”), ECN identifies and locates licensed Notaries Public who are willing to provide notary services in the homes, offices and/or such other locations convenient for the customers of such ECN Clients (“Customer”).
ECN desires to contract with Notary to provide the services described above, and Notary is willing to provide his/her services on the terms and conditions fully discussed below.
In consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
A. Purpose and Scope
1. Placement of Orders. Upon receiving a request for notary services (“Order”) in the general geographic area of Notary’s operations, ECN shall contact Notary for the purpose of establishing Notary’s availability and interest in accepting the Order. It is agreed and understood that Notary is free to decline any and all Orders without penalty.
2. Responsibilities of Notary. Should Notary choose to accept an Order from ECN, Notary hereby agrees to the following as it relates to each Order accepted:
(a) If for any reason the closing for an Order is rescheduled or cancelled, Notary will notify ECN upon receipt of such information;
(b) Notary shall (i)make contact with the borrower(s) promptly after acceptance of an Order; (ii) make every effort to accommodate the borrower’s time and location; (iii)arrive at each appointment on time; and (iv)act in a respectful and professional manner;
(c) Notary shall (i)verify proper photo identification of all required signatures to the deed and any other notaries required in the loan package; and (ii) review all documents for completion of signatures, dates, and initials before returning them to the ECN Client;
(d) Notary shall provide a notary stamp that is clear, dark, and legible where necessary and shall check to be sure that no portion of the notary stamp covers any lines or letters;
(e) Notary shall provide a completed and duly executed Quality Control Check List (in the form provided by ECN);
(f) Notary billing will be completed and faxed to ECN no later than 8:30 a.m., the following morning after signing;
(g) Notary shall return all executed documents to the ECN Client the same day (if possible) or the next business day at the latest;
(h) Notary shall maintain in confidence all personal information of every borrower, respect their privacy of all matters relating to an Order, and shall properly dispose (i.e., shred) of all unexecuted documentation containing any borrower’s information; and
(i) Notary shall meet all the obligations and perform all services in strict accordance with the laws of the jurisdiction where Notary’s commission and bond have been issued.
B. Compensation and Method of Payment
During the term of this Agreement, ECN agrees to and shall pay to Notary the fees set forth in Exhibit A hereto, for each Order Notary accepts and executes. ECN reserves the right to amend Exhibit A at any time subject to twenty-four (24) hours advanced notice to Notary; any such amendments shall apply to future Orders only. To receive payment for services, Notary shall provide ECN with a completed Quality Control Check List within two (2) hours after time of signing appointment. ECN shall disburse fees upon receipt of final payment from Customer or in forty-five (45) days, which ever is sooner.
C. Representations, Warranties and Covenants of Notary
1. Office Space. During the term of the Agreement, Notary shall maintain his/her own place of business and equipment needed to operate their business separate and apart from ECN. Notary shall not rent or use any office space or equipment owned and/or occupied by ECN.
2. Business. Notary represents and warrants that he/she holds themselves out to the public as a separate business, and that he/she may contract with other clients, other than ECN Clients, with respect to the provision of notary services.
3. Taxes. Notary shall be solely responsible for the payment of all taxes (including, but not limited to, Federal, State and local taxes) incurred as a result of amounts paid by ECN to Notary for services rendered under this Agreement. Notary shall indemnify and defend ECN from any and all costs or expenses, including penalties, interest and reasonable attorney’s fees, ECN might incur arising out of or in connection with Notary’s failure to pay any such taxes. Notary hereby acknowledges that Notary is aware of his/her obligations to pay Federal and state income taxes on an estimated basis on April 15, July 15, September 15 and January 15 of each year.
4. Expenses. Unless agreed to otherwise in writing between Notary and ECN on a case-by-case basis, Notary shall be solely responsible for payment of any and all out-of-pocket expenses (including, but not limited to, telephone, postage and travel expenses) in connection with his/her performance of the duties hereunder. ECN will pay to Notary the agreed upon flat fee in accordance with Exhibit A and nothing more, regardless of Notary’s expenses incurred in connection with such appointment, unless the parties agree in writing otherwise. Notary shall indemnify and defend ECN from any and all costs or expenses ECN might incur arising out of or in connection with such expenses, regardless of who brings the claim against ECN.
5. Licenses and Permits. Notary represents and warrants that he/she possesses all license and permits required to operate as a notary in their designated state, and that during the term of this Agreement Notary shall renew all licenses required hereunder, at his/her own expense, prior to their expiration and that he/she will fully comply with all applicable laws, ordinances, and regulations. If Notary has any questions regarding notarizing a document, he/she shall contact ECN immediately.
6. Insurance. Notary hereby agrees to maintain, and shall provide ECN with copies of policies, of the following: (a)errors and omissions insurance in the amount of Twenty Five Thousand Dollars ($25,000.00) at all times; and (b)automobile insurance in amounts not less than 100/300/50 (liability/each occurrence/property damage). Notary shall (x)immediately inform ECN if either insurance lapses for any reason, and (y) shall not accept any Order from ECN at any time when Notary is not so insured.
7. Capacity to Contract. Notary represents and warrants that he/she is free to enter into this contract in his/her individual capacity, and no additional authorizations or approvals are necessary.
8. Non-solicitation. Notary hereby acknowledges and agrees that ECN’s Clients belong solely to ECN, and Notary further agrees and promises not to solicit ECN Clients for the provision of document signing or notarial services and covenants not to pass out his/her business cards to ECN Clients. If Notary is contacted directly by an ECN Client, Notary shall notify ECN immediately. This provision shall survive the expiration or termination of this Agreement for a period of three (3) years.
9. Litigation/Claims. Notary hereby agrees to inform ECN of any legal action of filed claims against him/her and/or Notary’s affiliates (including any former closing firms with which Notary was associated) regarding a previously completed real estate closing transaction.
D. Confidentiality
Notary acknowledges that during the course of this Agreement, he/she will receive and have access to Confidential Information. This information is highly sensitive, and is a unique asset of ECN’s business. The disclosure of such Confidential Information would cause incalculable and irreparable damage to ECN and ECN Clients. As such, Notary agrees, during the term of this Agreement and for a period of not less than ten (10) years after the expiration or termination of this Agreement, not to disclose and/or use at any time during or for a period of not less than ten (10) years after the expiration or termination of this Agreement any proprietary or confidential information of ECN Clients, including without limitation, those relating to: (a) the business conduct, or operation of ECN, or any of its respective clients, customers, consultants, or licensees; (b) any methods, ways of doing business, or other trade secrets of ECN used in the sale, use or marketing of ECN’s products and/or services, (c) any information related to the borrower(s), lender(s) and any other customer of ECN and/or ECN Clients; or (d)any solicitations of ECN’s Client list, pricing information or policies (collectively, “Confidential Information”). In furtherance of the foregoing, and not by way of limitation, Notary covenants not to maintain a list or database of borrower(s) or ECN Clients for any purpose.
E. Indemnification
Notary agrees to indemnify, defend and hold ECN free and harmless from all claims, demands, losses, costs, expenses, obligations, liability, damages, recoveries and deficiencies, including interest, penalties and attorney fees, ECN may incur as a result of any misstatement or false representation that may be made by Notary in connection with performing services or through the services themselves.
F. Remedies
ECN shall be entitled to injunctive relief, compensatory damages, consequential damages, together with attorney fees and costs to enforce and or all of this agreement.
G. Miscellaneous
1. Relationship between the Parties. It is agreed and understood that Notary is an independent contractor performing and rendering services identified and set forth in this Agreement, and this arrangement in no way establishes an employer-employee relationship between Notary and ECN, and/or Notary and ECN’s affiliates. In furtherance of the foregoing, Notary hereby acknowledges that he/she is NOT entitled to share in any benefits which ECN might now or hereafter provide to its employees, including but not limited to health or disability insurance benefits, paid sick leave, unemployment insurance, retirement plans, paid holidays or vacation. ECN understands and agrees that it does not have the exclusive use of Notary and that Notary is free to contract for the same and similar services with any other entities.
2. Governing Law; Venue. This Agreement, along with all other claims or disputes arising out of or relating to this agreement, shall be governed by and construed under the laws of the State of Florida, without regard to its conflict of laws principals. The parties hereby agree that the venue of any action, proceeding, counterclaim, cross-claim, or other litigation relating to, involving, or resulting from the enforcement of this Agreement, shall be in Escambia County, Florida. The parties hereby expressly waive any and all right to a trial by jury with respect to an action, proceeding, counterclaim, cross-claim, or other litigation resulting from or involving the enforcement of this Agreement.
3. Rights of Third Parties. Nothing in the Agreement, expressed or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the parties hereto.
4. Assignment; Successors. Notary may not assign this agreement, but ECN reserves the right to assign this agreement upon written notice to the notary. This Agreement shall be binding to the benefit of the parties, their successors, assigns and personal representatives.
5. Severability. If any provision of this Agreement shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provision shall not in any way be affected or impaired by that invalidity, illegality, or enforceability.
6. Headings: The various headings of the Agreement are for convenience or reference only, shall not affect the meaning or interpretation of this Agreement, and shall not be considered in construing the Agreement.
7. Waiver. Failure of either party to claim or enforce rights hereunder shall not be deemed to constitute a waiver of rights of any provision hereof.
8. Attorney’s Fees. Should litigation be commenced to enforce the terms of the Agreement and/or to recover damages, the prevailing party shall be entitled to its reasonable attorney’s fees.
9. Injunctive Relief. In the event of a breach or threatened breach by Notary of any of the provisions of this Agreement, including specifically Sections C.8, D and E, whether during the term of this Agreement or at any time thereafter, ECN shall be entitled to an injunction or other appropriate remedy restraining Notary from violating the terms hereof, in addition to all other remedies it may have at law or equity, without showing or proving any actual damage to ECN.
10. Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof, and supercedes all prior and contemporaneous agreements, representations, and understandings of the parties. Any amendments shall be in writing, signed by both ECN and the Notary (except as set forth in SectionB regarding amendments to ExhibitA).
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Notary’s Initials:
ECN Representative’s Initials:
0102439 (Ver. 3)
IN WITNESS WHEREOF, the parties hereto have executed this Independent Contractor Agreement on the date first written above.
Exceptional Closing Network, Inc.
By:
Name:
Title:
Notary
Name:
Please fax to 850-433-0265 and include the following:
· E&O
· Notary Certificate
· Copy of your Drivers License
· W9
· Prospective Agent Quiz
· The Contract
· 3 References (Name and Phone Number)
Exceptional Closing Network
PH: 850-434-9616
Fax: 850433-0265
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Notary’s Initials:
ECN Representative’s Initials:
0102439 (Ver. 3)
Exhibit A
Fees
Service / FeeSuccessfully Completed Closing / $50.00
E-mailed Closing Package / $25.00
Borrower Copy Package (if documents overnighted) / $10.00
*Travel fees to be negotiated when accepting closing or otherwise waived
**No fee for additional trip required due to notary error
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Notary’s Initials:
ECN Representative’s Initials:
0102439 (Ver. 3)