Subcontractor Agreement
Updated: 22-Oct-2023
This Subcontractor Agreement (this "Agreement") is made effective as of the 1st day of May, 2022 by and between VA Patrick (Party A) with mailing address at 8, Sanni Arowolo Street, Ikorodu, Lagos, Nigeria
And
Subcontractor (Party B), acting as the signatory to this Agreement using authorized credentials.
WHEREAS
a) Party A is engaged in the business of administrative and business support services, including but not limited to content writing, bookkeeping, data entry, appointment setting, internet research, web design and social media management.
b) Party B is engaged in the business of providing one or more of the services Party A provides.
c) Party B has agreed to provide services to Party A.
d) Party B agrees to provide services at rates and cost mutually agreed between the Parties.
Therefore, in consideration of the mutual promises contained in this Agreement, the parties agree as follows:
1. Description of Services
Beginning from 01st day of May, 2022, Party B shall provide the (collectively, the "Services"). These Services shall include, but not limited to, such services as discussed between the Parties and such other services as may be agreed from time to time with the consent of both the Parties.
2. Duties and Responsibilities of the Parties
a) Party A to provide relevant data to Party B for fulfilling the obligations and provision of Services.
b) Party A shall allow Party B or its representatives to access information, data and such other material necessary for the provision of services and decided between Parties in such manner as maybe determined by Party A from time to time.
c) Party B shall suggest ways and means to improve the Services. However, these suggestions are not to be construed as binding on Party A.
d) Both the Parties shall communicate with each other and with relevant parties, any notice, circular or queries in connection with the Services through authorized channels only.
3. Payment for Services
3.1 In exchange for the Services, Party A will pay Party B N1,500 per hour.
3.2 The payment for the services described above shall be made upon completion of any particular service (Note: a service is deemed complete when a user of Party As website to which Party B is assigned approves a tasks).
3.3 The payment shall be made within fifteen (15) days of completion and receipt of information by Party A about the completion of any particular service.
4. Confidentiality
Each party acknowledges and confirms that any information received from the other party orally or in writing for the purpose of this Agreement is confidential information. Each party shall keep such information confidential and cannot disclose any related information without the other parties prior written consent, but the following information shall not subject to such confidentiality:
a) information that is or will be generally known to the public (provided that such information does not result from the receiving parties unauthorized disclosure to the public);
b) disclosure of such information is required by applicable laws or security exchange rules; or
c) information to be disclosed to the directors or the legal or financial advisors of any party for the services contemplated under this Agreement, if such directors or legal or financial advisors are subject to confidentiality obligations similar to those in this confidentiality clause.
Any leak of confidential information made by the employee or counsel of one party shall be deemed as a leak made by that party, and that party shall be liable for the breach in accordance with this Agreement. This clause shall remain in force regardless of whether this Agreement is terminated for any reason.
5. Indemnity
5.1 Party B agrees to indemnify and hold harmless Party A, customer, user, client and their respective agents and assigns from all claims, losses, damages, expenses, fees including attorney fees, costs, settlements and judgments arising out of the performance of Party B or resulting in whole or in part from the actual or alleged acts, omissions, or breaches of this Subcontract by Party B, or the violation of any relevant laws by Party B or its employees, agents or others under its control while performing the Services under this subcontract.
5.2 Party B shall, at all times, protect, preserve and maintain the sanctity of this agreement and of all the Parties associated herein.
6. Unforeseen Conditions and Acts of God
6.1 Reasonable additional, unexpected costs directly related to an existing, concealed condition or other situation that may be revealed during course of provision of services, shall be the sole responsibility of Party A. Further, Party B shall not be held responsible for reasonable delays caused by such conditions.
6.2 This Agreement is subject to force majeure, including without limitation, accidents, acts of God, fire, explosion, vandalism, storm, weather conditions, labour strikes, orders or acts of military or civil authority, national emergencies, insurrections, riots, wars, or other delays beyond the reasonable control of the parties. Party B shall not be held responsible for reasonable delays caused by such events, but shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance.
6.3 Nothing in this Agreement shall preclude Party Bs claims for recovery of delay damages caused by Party A, its employees, agents or others under Party As control on this project.
7. Default
7.1 The occurrence of any of the following shall constitute a material default under this Agreement:
a) The failure of Party A to make a required payment when due.
b) The insolvency or bankruptcy of either party.
c) The subjection of any of either parties property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
d) The failure of Party B to deliver the Services in the time and manner provided for in this Agreement.
8. Remedies on Default
In addition to any and all other rights available according to law, if either party defaults by failing to substantially perform any material provision, term, or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may elect to terminate this Agreement if the default is not cured within thirty (30) days after providing written notice to the defaulting party. The notice shall describe with sufficient detail the nature of the default.
9. Termination
Either Party can terminate the Agreement by communicating its intention to terminate to the other party and providing an advance notice of one (1) month to the other Party.
10. Relationship of the Parties
The provisions of this Agreement are not intended to create, nor shall be deemed or construed to create, any joint venture, partnership, or other relationship between Party A and Party B other than that of independent entities contracting with each other solely for the purpose of carrying out the provisions of this Agreement. Neither of the parties to this Agreement, nor any of their respective employees, agents, or other representatives, shall be construed to be the agent, employee, or representative of the other party. Neither party shall have the authority to bind the other party nor shall a party be responsible for the acts or omissions of the other party, unless otherwise stated in this Agreement. Similarly, Party B expressly acknowledges that Party B is not an agent, employee, or representative of Party A and covenants to represent itself accordingly.
11. Access and Limited Use
11.1 During the term of this Agreement, Party B shall have at all times reasonable access to the data stored with Party A in connection with the Services.
11.2 The data provided by Party A to Party B for provision of services, shall be used only for purpose enumerated in this Agreement and not be used for purposes other than mentioned in this Agreement.
12. Data Privacy and Compliance
Party B shall, at all times during the continuation of this Agreement, ensure that the data provided and shared by Party A in relation to the Services is collected, stored, processed, analyzed, used and deleted as per the rules for the time being in force or as the Parties may mutually decide.
13. Non-Solicitation
During the Term and for one (1) year after the termination or expiry of this Agreement, either Parties shall not encourage or solicit any employee, independent contractor, vendor, or client of the other Party to leave or terminate its relationship for any reason.
14. Notices
Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the addresses listed above or to such other address as one party may have furnished to the other in writing. The notice shall be deemed received when delivered or signed for, or on the third day after mailing if not signed for.
15. Entire Agreement
This Agreement contains the entire Agreement of the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written.
16. Waiver
No waiver by either party of any breach of this Agreement shall be deemed to waive any other breach. No acceptance of payment or performance after any breach shall be deemed a waiver of any breach. No failure or delay to exercise any right by a party upon the default or another party shall prevent that party from later exercising that right, nor shall such failure or delay operate as a waiver of any default.
17. Severability
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
18. Amendment
This Agreement may be modified or amended at any time and for any reason. Party A will alert Party B about any changes to the Terms of this Agreement, using the e-mail address provided at the time of signing up. If Party B does not agree with the updates to the Terms, Party A must be notified in writing within 7 days of receiving an alert. Lack of timely objection means Party B agrees to the new version of the Agreement.
19. Assignment
Neither party may assign or transfer this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.
20. Binding Effect
This Agreement shall be binding upon and inure to the benefit of, the parties and their respective heirs, representatives, successors, and assigns.
21. Applicable Law
This Agreement shall be governed by the laws of Lagos State.