MEMORANDUM OF AGREEMENT
entered into by and between
______
(A Sole Proprietor)
(hereinafter referred to as the "Client")
and
NAME AND SURNAME ______
ID NUMBER______
(hereinafter referred to as the "Independent Contractor")
Page 1
WHEREAS the Independent Contractor provides teaching services to the Client;
AND WHEREAS the Client and the Independent Contractor are desirous on agreeing on terms and conditions under which the Independent Contractor will provide the teaching services to the Client;
NOW THEREFORE it is agreed as follows: -
1. Interpretation
1.1. The headings and clauses in this Agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of this Agreement or any clause thereof.
1.2. In this Agreement unless the context clearly indicates to the contrary the following words and phrases shall have the meaning ascribed to them hereunder: -
1.3. 1.1 "the Independent Contractor" - Name4 Surname; Street address
1.4. 1.2 "the Client" shall mean Name Surname t/a Manners4Minors Area, a sole proprietor, with its principal place of business at Street address
1.5. "place of services" shall mean any school or venue where the teaching services will be performed from time to time;
1.6. "The Parties" shall mean the parties to this Agreement, being the Client and the Independent Contractor;
1.7. "The Services" shall mean the supply of by the Independent Contractor to perform the duties and services, when and where is required by the Client as set out in Annexure “A” to this agreement;
1.8. Words importing: -
1.8.1. any one gender include the other two genders;
1.8.2. the singular include the plural and vice versa; and
1.8.3. natural persons include created entities (corporate or non incorporate) and vice versa;
1.9. "The Effective Date" shall mean the date on which this Agreement will come into operation, being the 31 July 2015.
2. Appointment
2.1. It is confirmed that in terms of the Labour Relations Act No. 66 of 1995, the Independent Contractor is not an employee of the client nor is the Client the employer of the Independent Contractor.
3. Commencement date
3.1. The contract between the Independent Contractor and the Client will commence on the date that the Independent Contractor signs this agreement.
4. Relationship
The Contractor will provide the Contractor’s services to the Company as an independent contractor and not as an employee.
Accordingly:
a) The Contractor agrees that the Company shall have no liability or responsibility for the withholding, collection or payment of any taxes, on any amounts paid by the Company to the Contractor or amounts paid by the Contractor to its employees or contractors. The Contractor also agrees to indemnify the Company from any and all claims in respect to the Company’s failure to withhold and/or remit any taxes
b) The Contractor is free to provide services to other clients, so long as such other clients are not in competition with the Company and so long as there is no interference with the Contractor’s contractual obligations to the Company.
c) The Contractor has no authority to and will not exercise or hold itself out as having any authority to enter into or conclude any contract or to undertake any commitment or obligation for, in the name of or on behalf of the Company.
4. Services
The Contractor will provide the following services to the Company:
ü Teaching weekly classes at various schools
ü Sufficient Prep to be done for each lesson to ensure lessons are fun, informative and enjoyable
ü Typing of weekly reports to send to parents
ü Attending Parent information days and open days
ü Hosting workshops
ü Attending training workshops / conferences at head office
ü Attending any new business meetings with schools / principals
ü Sourcing new schools to join program for a higher percentage rate per registered child
ü Receipts to be issued to parents for any cash payments received by the contractor
ü Spreadsheet of any monies received need to be emailed to the company on a Weekly basis for parent account purposes
ü The contractor needs to ensure that all money received is banked by the 20th of each month; any loss of fees will be the responsibility of the contractor
5. Hours of work
a. Days and Hours of Work will be agreed to by the parties and documented in the form of a Teaching Timetable which timetable will be a living document. Any changes to the Teaching Timetable will be agreed to in writing, via email between the parties.
b. The prevailing Teaching Timetable is attached hereto as Annexure “A” this will be changed according to new schools joining
6. Service fees
a. The Client undertakes to pay the Independent Contractor monthly as per the Teaching Fee Billing Sheet attached hereto marked Annexure “B”. This sheet regulates the Service Fee payable in respect of students currently enrolled with the Client dated date month year
b. The parties agree that all current schools as per the year timetable handed over to the Independent Contractor (Annexure A) will receive 25% of the fee of per registered number of children, calculated over a 12-month period, per month as the service fee, irrespective of the school from which the new student is enrolled.
c. The parties agree that any schools handed over to the contractor from the existing timetable namely: suburbs list will receive 25% of the fee of per registered number of children, calculated over a 12-month period, per month as the service fee, irrespective of the school from which the new student is enrolled
d. The parties agree that should a new school be enrolled by the Contractor from the day month year or by the client, the Independent Contractor will receive 30% of the fee per registered number of children, calculated over a 12 month period, per month as the service fee, irrespective of the school from which the new student is enrolled. A new payroll sheet will be implemented at such time of new schools joining.
e. The Independent Contractor will provide the Client with an Invoice for the Service Fees on the 25th of each month, which will be paid no later than the last day of the month
7. Supervision and direction
a. The Independent Contractor will perform the services unsupervised. However, the Client may attend at a site where the services are being rendered for quality control purposes.
b. The Independent Contractor undertakes to adhere to the highest standards of ethics and behaviour as ascribed to a person in a teaching position, with her level of skill and years of experience.
8. Compliance with Laws
a. The Independent Contractor will at all times be required to comply with all the laws of the Republic of South Africa while rendering services or performing work for the Client.
b. Failure to comply with Clause 7.1 can be a valid reason for termination of this Agreement.
c. In the event that the Independent Contractor is required to transport any goods or persons while performing the services to the Client, the Independent Contractor hereby warrants that she is in possession of a valid drivers licence and that she will obey all the laws of the roads of the Republic of South Africa.
9. Absence
a. The Independent Contractor shall, or shall arrange to, inform the Client at least 24 hours prior to any classes which the Independent Contractor is obliged to teach, should the Independent Contractor be prevented by sickness, injury or any other associated circumstances from attending at the place of service at the required time.
b. Should the Independent Contractor absent herself for any other purpose she may do so only following the giving of a reasonable prior notice and subject to the prior approval of the Client.
c. Should the independent contractor absent herself for any purpose approved by the Client, she must inform the school of her absence and make alternative arrangements directly with the school to catch up the missed lesson.
d. The Independent Contractor will not be entitled to receive any Service Fees for classes that the Client has to reassign in the event of her absence.
10. Indemnity by the contractor
a. The Independent Contractor, by the signature to this Agreement agrees to indemnify and keep Client indemnified against: -
i. any losses and claims for injuries or damages to any person and property whatsoever which may arise out of or in consequence of the performance by the Independent Contractor of it's services.
ii. any Labour related matters that may arise form time to time.
11. Risk in and to property
The Independent Contractor hereby acknowledges that the Independent Contractor supplies services to the Client at the Independent Contractor's own risk and that the Client will not be held liable for any damages caused to any property or related items of the Client or a third party as a result of the actions of the Independent Contractor.
12. Limitation of liability
The Client shall not be held liable for any damage or loss suffered by the Independent Contractor as a result of any act or omission of any Independent Contractor in the service of the Client.
13. Indemnity
The Independent Contractor undertakes to indemnify and hold harmless the Client against any action instituted against the Client by any third party for and in respect of any damage or loss suffered by the third party as a result of any act or omission of the Independent Contractor regarding the service to the Client.
14. Confidential information
a. The Independent Contractor in his/her personal capacity and in her capacity as Independent Contractor, by her signature to this Agreement acknowledges and agrees that: -
i. information relating to the business activities, trade secrets, technology, know-how methods of operation of the Client, it's associate companies or of any company, partnership, firm or person with who, from time to time, in commercial or technical operation or association may be disclosed by the Client or may come within her knowledge directly as a result of the Independent Contractor's appointment in terms of which Agreement which Confidential Information constitutes a commercial asset of considerable value to the Client or is subject to confidentiality obligations on the part of the Client and the disclosure of such Confidential Information, other than as is necessary for the Client business, and/or the use thereof by others will cause harm and loss to the Client.
ii. she shall keep all such Confidential Information secret and confidential and shall not at any time either during the Independent Contractor's appointment under this Agreement or thereafter divulge any part or parts of such Confidential Information to any unauthorised person or utilise any part or partners thereof other than in connection with the proper performance by the Independent Contractor of its services in terms of this Agreement;
iii. all books of account, records, papers, correspondence, procedures, drawings, manuals, standards, specifications, data sheets and other documents concerning or relating to or containing any reference to the Client's business or activities or to the business or activities of any other member company of the Client and/or Independent Contractor or of any company, and any equipment, furniture, tools, documentation or other materials belonging to the Client of which the Independent Contractor may have the use during this Agreement, shall be returned to the Client whenever required to do so by the Client and in any event upon the termination of this Agreement.
15. Termination of contract
a. Either party to this agreement may cancel the agreement by providing the other party with 30 (thirty) days’ notice in writing.
b. In the event that the Independent Contractor breaches any of the principle guidelines as set out in Annexure “A” to the extent where the Client’s good name is damaged, the Client may immediately cancel the agreement in writing without further notice to the Independent Contractor.
c. In the event that the Independent Contractor cancels the agreement to accept permanent employment at a third party that was introduced to the Independent Contractor by the Client, then the third party will be held liable for a placement fee of 12% of the annual package agreed upon between the Independent Contractor and the third party.
d. The provisions of 14.3 shall apply mutatis mutandis for a period of 120 (one hundred and twenty) days after cancellation of this agreement by the Independent Contractor.
e. In the event of any dispute or difference arising between the parties hereto relating to or arising out of this agreement, including the implementation, execution, interpretation, rectification, validity, enforceability, termination or cancellation of this agreement or the performance of either the Client and/or the Independent Contractor, the parties will forthwith meet to attempt to settle such dispute or difference,
f. Failing such settlement within a period of 14 (fourteen) days, the said dispute or difference can, if demanded by any party on written notice to the other parties, be submitted for resolution to a mediator.
g. The mediator: -
i. will have regard to the desire of the parties to dispose of such dispute expeditiously, economically and confidentially;
ii. need not observe or take into account the strict rules of law in arriving at his decision, which will be made as an expert and not as an arbitrator;
iii. will determine the party liable for his costs and the costs of an expert he consults and such party will pay his costs;
iv. will be entitled to consult with attorneys, counsel or any other expert with regard to any matter or issue as he may deem fit.
v. The parties irrevocably agree that the decision in any proceedings hereunder:-
vi. will be final and binding on all of them;
vii. will forthwith be carried into effect;
viii. may be made an order of any court of competent jurisdiction.
h. The provisions of this clause will continue to be binding on the parties notwithstanding any termination or cancellation of the agreement.
16. Acknowledgement of Agreement