This Contractor Agreement (“Agreement”) is made as of 04\01\2023 (“Eﬀective Date”), by and between THE MYRDDIN CORPORATION, company, having its principal place of business at 151 Camino de Ovejeros, El Prado, New Mexico, 87529(“Company”), and Individual Anton Nikolaev, Mexican residency card number: NIXA860616HNEKXN00, passport number: 766736827, issued by the Ministry of Internal Aﬀairs 78039, date of issue: 25.02.2022, Russia, address: Supermanzana 40, 77507 Cancun, Quintana Roo, Mexico (“Contractor”), hereinafter collectively referred as to the “Parties”.
In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the Parties hereto agree as follows:
From time to time, the Company and the Contractor may execute Statements Of Work (“SOW”), as described in Exhibit A of the Agreement. Each SOW will describe Contractor services to be performed by the Contractor and/or a product to be delivered by the Contractor to the Company (“Services”). Each SOW will expressly refer and comply with this Agreement.
The Contractor shall keep and periodically provide the Company with a log describing the work activities and working hours, which the Contractor spent on these activities, usually in the form of Time Sheet or Weekly Status Report.
The Company shall pay to the Contractor fees in the manner and at the rates set forth in each SOW. Advance payment(s) can be stipulated in each SOW.
The Company shall pay invoice in 5 (ﬁve) days from the date of invoice. Payment delay compensation equal to 5% of due sum for each day of delay shall be added by the Company to the payment to the Contractor.
Overtime should be agreed between the Parties. Overtime hours should be paid at the rates deﬁned in each SOW.
Reasonable out of pocket expenses incurred by the Contractor that are authorized by the Company in advance in writing shall be reimbursed by the Company to the Contractor within 5 (ﬁve) days from the date of invoice.
The Company shall pay its local bank and intermediary bank fees necessary for payment processing.
This Agreement will commence on the date ﬁrst written above and will be ﬁnished on 04/01/24. The Agreement will be prolonged automatically for the same Term, unless either party sends a written notice 30 days prior to termination of the Agreement to the other party. Moreover, the Agreement (including all SOW) may be modiﬁed by a mutual written agreement of the Parties, and either party may terminate this Agreement (including all SOW) upon 30 days written notice to the other party.
The relationship between the Contractor and the Company is that of independent contractor under a "work for hire" This Agreement is not authority for the Contractor to act for the Company as its agent or make commitments on behalf of the Company. The Contractor will perform the Services under the general direction of the Company, but the Contractor will determine, in Contractor’s sole discretion, the manner and means by which the Services are accomplished.
The Contractor shall not be eligible for any employee beneﬁts, nor shall the Company make deductions from fees to the Contractor for taxes, insurance, bonds or the The Parties agree to pay all their appropriate local, state and federal taxes. The Contractor shall not be entitled to participate in any plans, arrangements, or distributions by the Company pertaining to any bonus, stock option, proﬁt sharing, insurance or similar beneﬁts for Company’s Employees.
The Parties agree that, to the fullest extent legally possible, all results of the Services made under this Agreement (the “Results of the Services”) shall be works made for hire and the sole and exclusive property of the Company upon payment for the Services provided under this Agreement. In case the Services hereunder are fully paid, the Contractor hereby irrevocably, perpetually transfers and assigns to the Company, and agrees to irrevocably, perpetually transfer and assign to the Company, all worldwide right, title and interest in and to the Results of the Services, including all worldwide patent rights, copyright rights, trade secret rights, know-how, and any and all other intellectual property or proprietary rights (collectively, “Intellectual Property Rights”) therein. In case the Services provided under this Agreement are not fully paid by the Company, the Company shall not be entitled to use the Results of the Services.
At Company’s request and expense, during and after the term of this Agreement, the Contractor shall cooperate with and assist the Company on the basis of Contractor’s standard rates to execute documents and take such further acts reasonably requested by the Company to enable the Company to apply for, and to execute any applications and/or assignments reasonably necessary to obtain, any patent, copyright, trademark or other Intellectual Property Rights and other legal protections for the Results of the The amount of work related to Contractor’s activity mentioned above shall be subject of additional agreement between the Parties.
Notwithstanding any other provision of this Agreement, for a period of two years after termination of this Agreement, each party shall not, directly or indirectly, employ, solicit for employment, or advise or recommend to any other person that such other person employ or solicit for employment, any person employed or under contract (whether as a Contractor, employee or otherwise) by or to the other party during the period of such person's association with the other party and one year thereafter
Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, for a period of one year after termination of this Agreement, each party shall not, directly or indirectly, solicit any clients or customers of the other The Parties agree that such solicitation would necessarily involve disclosure or use of Conﬁdential Information in breach of the Mutual Conﬁdentiality Agreement.
The Contractor represents and warrants (i) that the Contractor has no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with Contractor's undertaking this relationship with the Company, (ii) that the performance of the Services called for by this Agreement does not and shall not violate any proprietary or other right of any third party, unless such a violation is resulted in the Company’s written request with latent meaning, (iii) that the Contractor shall not use in the performance of his responsibilities under this Agreement any conﬁdential information or trade secrets of any other person or entity.
Except for damage caused by Company's sole negligence, the Contractor shall indemnify and hold the Company harmless from and against any and all claims, demands and actions, and any liabilities, damages, or expenses resulting therefore, including court costs and reasonable attorneys' fees, arising out of or directly relating to the Services performed by the Contractor under this Agreement. Contractor's obligations under this paragraph 10 hereof shall survive the termination of this Agreement for any reason.
To the extent it is lawful to exclude the obligations of the Parties under this Agreement, in no event shall either party be liable for any loss of proﬁts, goodwill, loss of business, loss of data or any other indirect or consequential loss.
In case of impossibility of disputes through negotiations, the dispute is referred for resolution to the competent court in accordance with the legislation of Colorado, USA. The applicable law in resolving disputes is the law of Colorado, USA
IN WITNESS WHEREOF, the Parties have signed this Agreement as of the Eﬀective Date.
THE MYRDDIN CORPORATION, LLC
151 Camino de Ovejeros, El Prado, New Mexico, 87529, USA
Robert M. Williams, CEO
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Document Name: CONTRACTOR AGREEMENT
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