This Independent Contractor/Consultant agreement (“Agreement”), dated the day of application is made by and between you, hereinafter referred to as “Contractor” or “Community Connector” and oHHo Botanicals LLC , hereinafter referred to as (“oHHo”).
This Agreement confirms the parties’ understanding regarding the results to be provided by the Contractor. Contractor is being retained to provide its specialized skills in connection with the Project defined below including but not limited to marketing and selling oHHo products to end customers and recruiting, training and/or sponsoring other Community Connectors.
NOW, THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, and intending to be legally bound, the parties expressly agree to the terms and conditions contained in this Agreement.
I. Scope of Consulting Services, Timing and Acceptance
A. Subject to the terms and conditions of this Agreement, and on a non-exclusive basis, Contractor will assist oHHo by providing services for the oHHo Pilot Community Connector Program (the “Project”).
B. The term of the Agreement shall commence on today’s date and shall continue until the end of the Pilot Program which is expected to be six months from date of Agreement.
II. Compensation and Payment
A. oHHo will pay the Contractor all compensation for which they are entitled through the Community Connector Reward Program on a monthly basis which is attached hereto as Attachment A for the services rendered during the consulting term. The Contractor is responsible for any business expenses incurred during the Project and is responsible for the costs and management of all subcontractors and employees of Contractor. oHHo will issue the Contractor an IRS Form 1099 for payments made under this Agreement.
B. Contractor will provide the equipment, supplies, materials or other items needed to perform the services pursuant to this Agreement, including all vehicles and employees and contractors. Contractor is free to perform services for other entities during the Project. Contractor will set Contractor’s own schedule, hours, and location for performance of the services, but as necessary to achieve the agreed upon results described above.
III. Confidentiality Information
A. This Agreement contains confidential information of oHHo and Contractor that, if disclosed or improperly used by one party, could result in harm to the other party. This Agreement is intended solely for the purpose of a business transaction, and each party agrees that this Agreement and all information contained in this Agreement will be kept confidential and will not be reproduced, distributed or disclosed to any other persons, other than each party’s officers, directors, employees, agents, attorneys or accountants or any other person or entity acting on behalf of such party (hereinafter referred to as “Representatives”) who needs the Agreement in connection with considering the proposed Agreement.
B. In the event that the business relationship between oHHo and Contractor proposed hereby is not consummated, Contractor shall promptly return this Agreement to oHHo and will not retain any copies, extracts or other reproductions, in whole or in part, of this Agreement or any other written material containing confidential information of oHHo. All documents, memoranda, notes or other writings whatsoever prepared based on the information contained in this Agreement shall be destroyed, and such destruction shall be certified in writing to oHHo by an authorized individual supervising such destruction.
Contractor will not assign, sell or transfer this Agreement, Contractor’s obligations under this Agreement or any interest under this Agreement without the prior written consent of oHHo. oHHo may assign all or any part of its right, title and interest in this Agreement in its sole discretion.
A. The parties reserve the right to terminate this Agreement immediately if either party breaches any of its obligations under this Agreement and does not cure such breach within 5 business days of receipt of written notice of such breach.
B. Either party may terminate this Agreement for any reason upon 30 days’ written notice to the other party
C. Notwithstanding any other provision of this Agreement to the contrary, the Company may terminate this Agreement if Contractor’s progress toward achievement of the agreed upon results is unsatisfactory in the Company’s judgment by giving the Contractor at least 5 days prior written notice of its election to terminate said Agreement.
D. Upon termination of this Agreement for any reason, Contractor will deliver to oHHo any work product created under this Agreement before the date of termination of the Agreement, including any drafts or notes relating to the work product to be produced hereunder. oHHo will pay to the Contractor any amounts owed for services rendered to oHHo satisfaction prior to the date of termination of the Agreement.
E. This agreement shall automatically terminate on the occurrence of the dissolution, bankruptcy or insolvency of either party.
VI. Independent Contractor
Contractor is an independent contractor. Nothing contained in this Agreement shall be construed to imply the existence of a joint venture or principal and agent or employer/employee relationship between Contractor and oHHo, which the parties to this Agreement expressly deny. In addition, Contractor shall not have any right, power or authority to create any liabilities or obligations, expressed or implied, in oHHo’s name or on oHHo’s behalf.
VII. No Employment or Joint Employment Relationship
Nothing in this Agreement is intended to or shall create or evidence any employment or co- or joint employment relationship between oHHo and Contractor
Contractor shall indemnify and hold Company and oHHo and all of their parents, subsidiaries, affiliates, and joint venturers and each of their officers, directors, employees, agents, attorneys, and insurers (the “Indemnified Entities”) harmless from and against any and all claims, losses, damages and expenses (including reasonable attorneys’ fees and costs), whether incurred by judgment, settlement, or otherwise, in connection with or arising out of the acts or omissions of Contractor or its partners, principals, officers, employees (including Contractor Employees), agents, contractors and representatives. In particular, this indemnification obligation shall apply to all such claims, losses, damages and expenses associated with any threatened or actual litigation, lawsuit, administrative action, enforcement action, or other conduct or allegation by an individual, the Internal Revenue Service, any state or local government agency or any other court, entity, or agency asserting or predicated upon an alleged employment relationship and any of the Indemnified Entities. Nevertheless, the Indemnified Entities shall have the sole right to select their own counsel for the defense of any such claim or action and all negotiations for its settlement or compromise, which fees and costs shall be paid exclusively by Contractor, unless otherwise mutually agreed to in writing by the parties hereto.
A. Waiver. No waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, will be deemed to be or construed as a further and continuing waiver of any such term, provision or condition of this Agreement. This Agreement will be binding upon and inure to the benefit of the parties hereto and their heirs, representatives, executors, administrators, successors and assigns
B. Amendment. This Agreement may be modified or amended only by the written consent of authorized representatives of the parties.
C. Entire Agreement. This Agreement represents the entire agreement between the parties relating to the subject matter contained in this Agreement and supersedes all prior understandings, writings, proposals, representations or communications, oral or written, of either party with respect to such subject matter. Only an instrument executed by the authorized representatives for both parties may amend this Agreement.
D. Severability. If any provision of this Agreement is held unenforceable or inv
E. Notices. Any notice or correspondence required or permitted under the terms of this Agreement or required by law must be in writing and must be (a) delivered in person, (b) sent by first-class registered mail or air mail, as appropriate, (c) sent by overnight air courier, or (d) sent via email to the appropriate address stated below. Either party may change its address for notice by providing notice to the other party given in accordance with this paragraph. Notices will be considered to have been given at the time of actual delivery in person, five (5) business days after deposit in the mail as set forth above, or one (1) business day after delivery to an overnight air courier service or sending via email.
F. Limited Liability. Neither party to this Agreement shall be liable to the other party for consequential, incidental, punitive, special or indirect damages (including, but not limited to, lost profits) arising from, relating to, or in connection with this Agreement, even if such party has been advised of the possibility of or could have foreseen such damages. Each party’s aggregate liability under this Agreement shall in no event exceed the total fees paid by Company or oHHo to Contractor. These limitations of liability apply regardless of the form of action, whether in contract, tort or other type of claim. However, the limitations of liability contained in this paragraph do not apply to any amounts for which Contractor has agreed to indemnify the Indemnified Entities under Section VIII above.
G. Survival. Sections III, VI and VII of this Agreement will survive termination.
H. Governing Law. This Agreement shall be interpreted in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date set forth above.
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