75SWR2Z7
75SWR2Z7
75SWR2Z7
Contractor Agreement
Abdullah Omar Al Shanti, having their principal place of business at Palestine - Gaza Strip
and with Id card number 404143414 and email address: [email protected],
(the “Contractor”); and
Freepass Inc Incorporation, with its principal place of business located at 651 N Broad St,
Suite 206, Middletown, DE 19709, middletown, Delaware, United States and with a
registration number 36-5002535 and email address: [email protected], (the “Client” and
together with the Contractor the “Parties” or a “Party”);
on 18/03/2024, the (“Effective Date”). By signing this Agreement, the Client hereby
engages the Contractor, and the Contractor hereby accept such engagement as an
independent contractor to provide certain services to the Client on the terms and conditions
and for the valuable consideration set forth in this Agreement and any statement of work
referenced herein which forms a part of this Agreement (a “Statement of Work”).
1. SERVICES
1.1. The Client hereby engages the Contractor, and the Contractor hereby accept such
engagement, as an independent contractor to provide certain services to the Client on
the terms and conditions set forth in this Agreement and on one or more the
Statements of Work (the “Services”) referring to this Agreement that contains the
details of such Services and other terms of such engagement.
1.2. The Contractor shall perform the Services with or shall use suitably skilled
subcontractors or employees to perform the Services, provided that the Contractor
ensures the employees and subcontractor will abide by the same obligations that the
Contractor is subject to under the terms of this Agreement, and the Contractor will be
responsible for ensuring that those parties meet those obligations and will be liable to
the Client if they do not. If the Contractor uses subcontractors, the Contractor will
notify the Client in advance of performing any Services of the identity of such
subcontractors.
1.3. The Client shall not control the manner or means by which the Contractor or the
Contractor’s employees or subcontractors perform the Services, including but not
limited to the time and place the Contractor perform the Services. Such manners and
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mean shall be in determined in the Contractor’s sole discretion (in accordance with
applicable law and this Agreement) unless otherwise determined in the Statement(s)
of Work.
1.4. Unless otherwise set forth in a Statement of Work, the Contractor shall furnish, at
the Contractor’s own expense, the premises equipment, supplies, and other materials
used to perform the Services.
2. TERM
The term of this Agreement shall commence on the Effective Date and shall continue in
accordance with any Statement of Work, unless earlier terminated in accordance with
Section 11 (the “Term”). Any extension of the Term will be subject to mutual written
agreement between the parties.
3.1. As full compensation for the Services and the rights granted to the Client in this
Agreement, the Client shall pay the Contractor a fixed fee or other compensation,
includes options or other consideration as agreed by the Parties, as contained in the
Statement of Work (the “Fees”), payable on completion of the Services to the Client’s
satisfaction or on the dates and/or at the achievement of the milestones, in either case
as set forth in any Statement of Work.
3.3. The Client shall pay all undisputed Fees within 30 calendar days after the Client’s
receipt of an invoice submitted by the Contractor as set forth the Statement of Work.
3.4. RemotePass inc, (“RemotePass”) has been appointed by the Contractor as the
Contractor’s limited agent for the purpose of facilitating the receipt of payments from
the Client for Services described in each Statement of Work, using a payment method
supported by using the https://www.remotepass.com website (“Platform”) or a
payment service providers that is associated with the Platform, and thereafter for the
disbursement of those payments to the Contractor.
3.5. The Client agrees to make all payments pursuant to the Agreement, including for
Fees, to the Contractor using the Platform. In the event of any conflict between this
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Agreement and the Platform’s Terms of Service located on the Platform’s website, this
Agreement will govern.
4.1. The Contractor is an independent contractor of the Client, and this Agreement
shall not be construed to create any association, partnership, joint venture, employee,
or agency relationship between the Contractor and the Client for any purpose. The
Contractor has no authority (and shall not hold itself out as having such authority) to
bind the Client and the Contractor shall not make any agreements or representations
on the Client’s behalf without the Client’s prior written consent. The Contractor will not
hold itself out as being an employee, agent, partner or assignee of Client, as having
any authority to bind Client or to incur any liability on behalf of Client and will make
such absence of authority clear in its dealings with any third parties.
4.2. Without limiting Section 4.1, and unless otherwise agreed in writing between or
among the Contractor and the Client, the Contractor will not be eligible to participate
in any vacation, sick or other leave, group medical or life insurance, disability, profit
sharing (stock, options, and so on) or retirement benefits, provident fund or gratuity
payments, or any other fringe benefits or benefit plans offered by the Client to its
employees, and the Client will not be responsible for withholding or paying any
income, payroll, or other taxes, making any insurance contributions, including for
unemployment or disability, or obtaining workers’ compensation insurance on the
Contractor’s behalf. Contractor will be solely responsible for (a) payment and
reporting of all taxes, salaries, benefits, national insurance premiums, social security
contributions, withholding taxes, workers’ compensation, unemployment and
disability insurance, and any other liability, deduction, contribution, assessment or
claim arising from or required in connection with the performance of the Services by
any government agency or any other competent authority; and (b) compliance with all
applicable labour and employment requirements with respect to Contractor’s own self-
employment, sole proprietorship or other form of business organization under which
the Contractor operates. If required by applicable law, the Contractor or the business
entity with which it associates will report to all applicable government agencies as
income all compensation received by Client pursuant to this Agreement and the Client
may, if required, provide corresponding tax documents to the Contractor or report
payments to the Contractor to government authorities.
5.1. The Client is and shall be the sole and exclusive owner of all right, title, and
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interest throughout the world in and to all of the results and proceeds of the Services
performed under this Agreement, including but not limited to the deliverables set out
in or due under any Statement of Work (collectively, the “Deliverables”), including
all patents, copyrights, trademarks, trade secrets, and other intellectual property
rights (collectively “Intellectual Property Rights”) therein. The Contractor agrees
that the Deliverables are hereby deemed a “work made for hire” under applicable law.
If, for any reason, any of the Deliverables do not constitute a “work made for hire”
under applicable law, the Contractor hereby irrevocably assign to the Client, in each
case without additional consideration, all right, title, and interest throughout the world
in and to the Deliverables, including all Intellectual Property Rights therein.
5.2. Any assignment of copyrights under this Agreement includes all rights of
paternity, integrity, disclosure, and withdrawal and any other rights that may be
known as “moral rights” (collectively, “Moral Rights”). The Contractor hereby
irrevocably waives, to the extent permitted by applicable law, any and all claims the
Contractor may now or hereafter have in any jurisdiction to any Moral Rights with
respect to the Deliverables.
5.3. The Contractor shall make full and prompt disclosure to the Client of any
inventions or processes, designs, products, drawings, notes, information,
documentation, algorithms, improvements, works of authorship, processes,
techniques, documents, know-how, specifications, biological or chemical specimens
or samples, hardware, circuits, databases, user interfaces, computer programs,
encoding techniques, and other materials of any kind that Contractor (or any of its
subcontractors or employees) may make, conceive, develop or reduce to practice,
alone or jointly with others, or learn, in whole or in part, by or for or on behalf of the
Contractor during the term of this Agreement that relate to the subject matter of or
arise out of or in connection with performing Services, or that result from or that are
related to such Services, whether or not such inventions or processes are patentable
or protected as trade secrets and whether or not such inventions or processes are
made or conceived during normal working hours or on the premises of the Client. The
Contractor shall not disclose to any third party the nature or details of any such
inventions or processes without the prior written consent of the Client. Any patent or
copyright applications relating to the Services, related to trade secrets of the Client or
which relate to tasks assigned to the Contractor by the Client, that the Contractor may
file within one year after expiration or termination of this Agreement, shall belong to
the Client, and the Contractor hereby assign same to the Client, as having been
conceived or reduced to practice during the Term of this Agreement.
5.4. Upon the reasonable request of the Client, the Contractor shall promptly take such
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5.5. Notwithstanding Section 5.1, to the extent that any of the Contractor’s pre-
existing materials, which shall be identified in a Statement of Work, are contained in
the Deliverables, the Contractor shall retain ownership of such pre-existing materials
and hereby grant to the Client an irrevocable, worldwide, unlimited, royalty-free
license to use, publish, reproduce, display, distribute copies of, and prepare derivative
works based upon, such pre-existing materials and derivative works thereof. The
Client may assign, transfer, and sublicense such rights to others without the
Contractor’s approval.
5.6. Except for such pre-existing materials identified on the Statement of Work, the
Contractor shall have no right or license to use, publish, reproduce, prepare derivative
works based upon, distribute, perform, or display any Deliverables. The Contractor
have no right or license to use the Client’s trademarks, service marks, trade names,
trade names, logos, symbols, or brand names.
5.7. The Contractor shall require each of the Contractor’s employees and
subcontractors to execute written agreements securing the Client the rights provided
for in this Section 5 prior to such employee or subcontractor providing any Services
under this Agreement.
5.8. Nothing contained in this Agreement will be construed to preclude the Client from
exercising any and all of its rights and privileges as the sole and exclusive owner of all
of the Intellectual Property Rights owned by or assigned to the Client under this
Agreement, including not filing a patent application or any copyright registration on
such Intellectual Property Rights, and maintaining such Intellectual Property Rights as
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6. CONFIDENTIALITY
6.1. Each Party acknowledges that it will have access to information that is treated as
confidential and proprietary by the other Party (the “Disclosing Party”) including
without limitation the existence and terms of this Agreement, trade secrets,
technology, and information pertaining to its business operations and strategies,
customers, pricing, marketing, finances, sourcing, personnel, operations of the Party,
its affiliates, or its suppliers or customers (including Personal Data as defined below),
in each case whether spoken, written, printed, electronic, or in any other form or
medium (collectively, the “Confidential Information”). For the avoidance of doubt,
any Confidential Information that the Contractor develops in connection with the
Services, including but not limited to any Deliverables, shall also be subject to the
terms and conditions of this clause. A Party receiving Confidential Information (the
“Receiving Party”) agrees to treat such Confidential Information as strictly
confidential, not to disclose Confidential Information or permit it to be disclosed, in
whole or part, to any third party without the prior written consent of the Disclosing
Party in each instance, and not to use any Confidential Information for any purpose
except as required in the performance of the Services. The Receiving Party shall notify
the Disclosing Party in the event the Receiving Party become aware of any loss or
disclosure of any Confidential Information. The Receiving Party acknowledges that
Confidential Information has independent economic value, actual or potential, to
others who could obtain economic value from its disclosure or use.
6.2. Confidential Information shall not include information that: (a) is or becomes
generally available to the public other than through the Receiving Party’s breach of
this Agreement; or (b) is communicated to the Receiving Party by a third party that
had no confidentiality obligations with respect to such information.
6.4. The Contractor agrees that it and/or its employees or subcontractors, will not,
during the term of this Agreement, improperly use, disclose, or induce the Client to
use any Confidential Information of any third party including, but not limited to, any
former or concurrent client of the Contractor and will not bring onto the Client’s
materials, premises or devices any confidential information belonging to any third
party.
7. DATA PROTECTION
7.1. “Personal Data” will have the meaning set forth in Article 4 of the General Data
Protection Regulation 2016/679 under European Union law (“GDPR”), or as such term
is defined under the laws of any territory with jurisdiction over or pertaining to any
Personal Data exchanged in connection with this Agreement related to the protection
of Personal Data.
7.2. The Contractor will process all Personal Data in accordance with applicable law,
including where and as applicable, the GDPR, the California Consumer Privacy Act
(CCPA), any data protection legislation of the United Kingdom, the Personal
Information Protection and Electronic Documents Act of Canada (PIPEDA), Personal
Data Protection Act 2012 (PDPA) of Singapore, as well as all other applicable data
protection laws (as relevant, the “Data Protection Laws”).
7.3. The Contractor will fully comply with any reasonable instructions from and on
behalf of the Client regarding the processing of that Personal Data, including (a)
informing the Client immediately of any suspected or confirmed Personal Data
breaches or unauthorised or unlawful processing, loss, or destruction of, or damage
to, Personal Data processed by the Contractor, (b) implementing and maintaining
appropriate technical and organisational measures against unauthorised and unlawful
processing of Personal Data and against accidental loss and destruction of or damage
to Personal Data including appropriate encryption of data and strong authentication,
(c) co-operating fully with Client in order to enable Client to comply with its obligations
under Data Protection Laws, and (d) providing upon request evidence of Contractor’s
compliance with obligations under Data Protection Laws or other information
necessary for the Client to respond to an access, rectification or erasure request.
7.4. The Client agrees that it will collect and process any Personal Data received from
the Contractor in accordance with its privacy notice and applicable Data Protection
Laws or other applicable laws.
a. it has the right to enter into this Agreement, to grant the rights granted herein
and to perform fully all of the Contractor’s obligations in this Agreement;
b. it’s entering into this Agreement with the Client and the Contractor’s
performance of the Services do not and will not conflict with or result in any
breach or default under any other agreement to which the Contractor is subject;
c. it has the required skill, experience, and qualifications to perform the Services,
and it shall perform the Services in a thorough and professional manner,
consistent with high professional and industry standards for similar services and
it shall devote sufficient resources to ensure that the Services are performed in
a timely and reliable manner;
d. it shall perform the Services in compliance with all applicable laws and
regulations including those related to anti-bribery and anti-corruption, tax and
tax reporting, and prohibitions against discrimination, harassment and bullying;
and promptly report to the Client any request or demand for any undue financial
or other advantage of any kind received by the Contractor in connection with
this Agreement and any request or demand from a third party to facilitate the
evasion of tax or any suspected tax evasion offence or facilitation of tax evasion
offences whether under local law or under the law of any foreign country, in
connection with the performance of this Agreement.
e. Upon delivery of Deliverables, it shall deliver to the Client good and valid title to
all Deliverables, free and clear of any encumbrances and liens of any kind;
f. all Deliverables are and shall be the Contractor’s original work (except for
material in the public domain or provided by the Client) and, to the best of the
Contractor’s knowledge, do not and will not violate or infringe upon the
intellectual property rights or any other rights whatsoever of any person, firm,
corporation, or other entity.
g. it has carefully read, understood and accepted the Platform’s Terms of Service
available on the Platform’s website.
8.2. The Client hereby represents and warrants to the Contractor that:
a. it has the full right, power, and authority to enter into this Agreement and to
perform its obligations hereunder; and
action.
c. it has carefully read, understood and accepted the Platform’s Terms of Service
available on the Platform’s website.
9. INDEMNIFICATION
9.1. The Contractor shall defend, indemnify, and hold harmless the Client and its
affiliates and their officers, directors, employees, agents, successors, and assigns
from and against all losses, damages, liabilities, deficiencies, actions, judgments,
interest, awards, penalties, fines, costs, or expenses of whatever kind (including
reasonable attorneys’ fees) arising out of or resulting from:
c. any liability arising from any employment-related claim or any claim based on
worker status brought by Contractor or any of its subcontractors or employees
against the Client arising out of or in connection with the provision of this
Agreement or the Services; and
9.2. The Client may satisfy such indemnity (in whole or in part) by way of deduction
from any Fees due the Contractor.
9.3. Nothing in this Agreement will exclude or limit either Party’s liability for losses
incurred by the other Party resulting from: death or personal injury due to the willful
intent; gross negligence of the other Party or that of their employees, affiliates or
subcontractors; a Party’s fraud or fraudulent misrepresentation; a contractor breach
of the warranty of non-infringement; or a Party’s breach of applicable law.
9.4. Subject to the provisions above, neither Party will be liable in contract, tort
(including, without limitation, negligence), pre-contract or other representations
(other than fraudulent misrepresentation) or otherwise arising out of or in connection
with this Agreement for: (a) any economic losses (including, without limitation, loss of
revenues, profits, contracts, data, business, anticipated savings or cost of substitute
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services); (b) any loss of goodwill or reputation; or (d) any special, indirect or
consequential losses suffered or incurred by a Party arising out of or in connection
with the provisions of, or any matter under the Agreement; whether or not such losses
were within the contemplation of the Parties on the Effective Date.
10. INSURANCE
During the Term, the Contractor shall maintain in force adequate commercial general
liability, errors and omissions, and other forms of insurance, with policy limits sufficient to
protect and indemnify the Client and its affiliates, and each of their officers, directors,
agents, employees, subsidiaries, partners, members, controlling persons, and successors
and assigns, from any losses resulting from the Contractor’s conduct, acts, or omissions or
the conduct, acts, or omissions of the Contractor’s agents, subcontractors, servants, or
employees.
11. TERMINATION
11.1. The Contractor or the Client may terminate this Agreement without cause upon
15 calendar days written notice to the other Party. In the event of termination
pursuant to this clause, the Client shall pay the Contractor on a pro-rata basis any Fees
then due and payable for any Services completed up to and including the date of such
termination.
11.2. The Contractor or the Client may terminate this Agreement, effective
immediately upon written notice to the other Party to this Agreement, if the other
Party breaches this Agreement, and such breach is incapable of cure. The following
shall be considered a breach incapable of cure by either Party:
d. terminating the Platform’s Terms of Service, or in the event that the Platform
terminates such Party’s use of the Platform for any reason.
11.3. Upon expiration or termination of this Agreement for any reason, or at any other
time upon the Client’s written request, the Contractor shall promptly after such
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expiration or termination:
a. deliver to the Client all Deliverables (whether complete or incomplete) and all
hardware, software, tools, equipment, or other materials provided for the
Contractor’s use by the Client;
b. deliver to the Client all tangible documents and materials (and any copies)
containing, reflecting, incorporating, or based on the Confidential Information;
d. certify in writing to the Client that the Contractor has complied with the
requirements of this clause.
11.4. The terms and conditions of this clause and Section 4, Section 5, Section 6,
Section 7, Section 9, Section 10, Section 12, Section 14, and Section 15 shall survive
the expiration or termination of this Agreement.
13. NON-SOLICITATION
Each Party agrees that during the Term of this Agreement and for a period of one (1) year
following the termination or expiration of this Agreement, the Parties shall not make any
solicitation to employ the other Party’s personnel without written consent. For the purposes
of this clause, a general advertisement or notice of a job listing or opening or other similar
general publication of a job search or availability to fill employment positions, including on
the internet, shall not be construed as a solicitation or inducement, and the hiring of any
such employees or independent contractor who freely responds thereto shall not be a
breach of this clause.
14. ASSIGNMENT
The Contractor shall not assign any rights, or delegate or subcontract any obligations, under
this Agreement without the Client’s prior written consent. Any assignment in violation of the
foregoing shall be deemed null and void. Subject to the limits on assignment stated above,
this Agreement will inure to the benefit of, be binding on, and be enforceable against each of
the Parties hereto and their respective successors and assigns.
15. MISCELLANEOUS
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15.1. All notices, requests, consents, claims, demands, waivers, and other
communications hereunder (each, a “Notice”) shall be in writing and addressed to
the Parties at the addresses set forth on the first page of this Agreement (or to such
other address that may be designated by the receiving party from time to time in
accordance with this Section). All Notices shall be delivered by personal delivery,
nationally recognized overnight courier (with all fees prepaid), or email (with
confirmation of transmission), or certified or registered mail (in each case, return
receipt requested, postage prepaid). Except as otherwise provided in this Agreement,
a Notice is effective only if (a) the receiving party has received the Notice and (b) the
Party giving the Notice has complied with the requirements of this Section.
15.2. This Agreement, together with any other documents incorporated herein by
reference, including any Statements of Work, constitutes the sole and entire
agreement of the parties to this Agreement with respect to the subject matter
contained herein, and supersedes all prior and contemporaneous understandings,
agreements, representations, and warranties, both written and oral, with respect to
such subject matter.
15.4. This Agreement and all matters arising out of or relating to this Agreement,
whether sounding in contract, tort, or statute are governed by, and construed in
accordance with, the laws of United States, without giving effect to the conflict of laws
provisions thereof to the extent such principles or rules would require or permit the
application of the laws of any jurisdiction other than those of United States.
15.6. This Agreement may be executed in multiple counterparts and except where
prohibited by law, the Parties consent to use RemotePass’s electronic signature
service to execute this Agreement and agree that such signatures are valid and
binding on the Parties.
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Client Contractor
Signature: Signature:
STATEMENT OF WORK
Contract name:
Scope:
Web application
This Statement of Work may be amended only by the signed (by each Party’s authorized
signatory) and written agreement of the Parties.
Contract Created
By Mohammad Ben wadie
Mar 18,2024 16:22
Invitation Sent
By Mohammad Ben wadie
Mar 18,2024 16:23
Contractor Signed
By Abdullah Omar Al Shanti
Mar 18,2024 16:39
Client Signed
By Mohammad Ben wadie
Mar 18,2024 16:41