This Independent Contractor Agreement (“Agreement”) is entered into as of / / , (the “Effective Date”), by and between South Sky Technologies, LLC (“Company”), and Michael P Wood (“Contractor”).
1. Services. Subject to the terms and conditions of this Agreement, the Company hereby engages the Contractor as an Independent Contractor to perform repair, maintenance, deployment, and installation services at South Sky Technologies sites. Contractor will also provide such other related services as South Sky Technologies may reasonably request for the purpose of accomplishing Company’s business during the term of this Agreement.
2. Status of Contractor. This Agreement shall not render the Contractor an employee, partner, agent of, or joint venture with the Company for any purpose. The Contractor is and will remain an independent contractor in his relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Contractor’s compensation hereunder. The Contractor shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Contractor warrants that it has the necessary equipment to meet the standard tool requirements on all jobs. (See Exhibit A, Tool Requirements, if applicable)
3. Location of Work. It is understood that Contractor will render services pursuant to this Agreement principally from 18040 Midway Rd Dallas, TX 75287 _______________________. In addition, Contractor will also, upon request by Company, travel to and render services from other locations for the purpose of accomplishing South Sky Technologies’ business.
4. Duration. The initial term of this Agreement shall be two years from the Effective Date set forth above, unless otherwise terminated pursuant to the terms and conditions of this paragraph. This Agreement may be terminated by Company at any time, with or without cause, by providing Contractor a written or email notice of termination which shall become effective five business days after receipt by Contractor. This Agreement may be terminated by Contractor, with or without cause by providing Company a written or email notice of the termination which shall become effective thirty days after receipt by the Company. Unless otherwise previously terminated, this Agreement shall continue on a month-to-month basis after the initial term. The Company reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement. The Contractor will be notified of any modifications and the modified Agreement will be sent to Contractor by email. Continuing to render services will be deemed to constitute your acceptance of any and all such modifications.
5. Probation. The Contractor must successfully complete a probationary period of one (1) months (the 'Probationary Period') beginning on the Commencement Date. At any time during the Probationary Period, as and where permitted by law, the Company will have the right to terminate agreement without any notice or compensation to the Contractor other than wages owed for services already completed. After such time, Company will review compensation rates between Company and Contractor and adjust according to Company’s estimation of Contractors working merit in said industry.
6. Time Devoted to Work. During the term of this Agreement, the Contractor shall devote as much of his productive time, energy and abilities to the performance of his duties hereunder as is necessary to perform the required duties in a timely and productive manner in accordance with Exhibit B (Service Level Agreement, if applicable) for accepted work orders.
7. Compensation. South Sky Technologies shall pay Contractor in predetermined fixed rates, blended rates (fixed + hourly) or an hourly rate depending on job type for compensation of services rendered.
8. Payment. South Sky Technologies shall pay Contractor, within 30 days of receipt of invoice depending on job type. Contractor agrees to promptly invoice Company for all amounts due on a monthly basis. Under all circumstances, Contractor must prepare and submit a proper invoice within thirty calendar days after the end of the month in which services were provided to Company. The failure to promptly invoice Company shall create the presumption that any late claims for payment were not properly earned by Contractor and cannot be billed, collected, or form the basis of any claim against the Company. 7/4/22 Contractor Initials ________ Date _________ South Sky Technologies, LLC All unused equipment and parts provided by Company to Contractor shall be returned within ten business days of any termination event affecting this Agreement. If such equipment and parts are not returned to South Sky Technologies within this time period, Contractor agrees that Company shall have the right to deduct and offset the current market value of the Company’s property which was not returned from any amount(s) owed by Company to Contractor. If the value of the property not returned by Contractor exceeds Contractor’s final billing invoice to Company, then Contractor agrees to pay Company the difference. Company shall provide an invoice to Contractor for this amount, and Contractor agrees to pay Company this amount within thirty days of receipt of Company’s invoice.
9. Expenses. During the term of this Agreement, the Contractor shall bill and the Company shall reimburse him for all reasonable and approved out-of-pocket expenses which are incurred in connection with the performance of the duties hereunder. In order to obtain reimbursement of such expenses, Contractor must provide receipts or other appropriate evidence thereof, and must obtain approval prior to incurring any expense in excess of twenty-five dollars ($25).
10. Written Reports. The Company may request that project plans, progress reports and a final results report be provided by Contractor on a daily or weekly basis, with reporting requirements at the discretion of the Supervisor. A final results report shall be due at the conclusion of the project and shall be submitted to the Company in a confidential written report at such time. The results report shall be in such form and setting forth such information and data as is reasonably requested by the Company.
11. Confidentiality. The Contractor shall sign the (Non-Disclosure Agreement), attached hereto and incorporated herein by reference.
12. Conflicts of Interest. The Contractor represents that he is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the Contractor and any third party. Further, the Contractor, in rendering his duties, shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which he does not have a proprietary interest. The Contractor is expressly free to perform services for other parties while performing services for the Company so long as such services do not create a conflict of interest with South Sky Technologies or its subsidiaries or prevent Contractor from performing as required herein. Contractor shall notify Company upon encountering any potential conflict of interest arising from Contractor’s performance of services and South Sky Technologies shall thereafter determine in its discretion whether to waive such conflict.
13. Liability. Contractor assumes complete liability for any damages to persons or property in connection with the rendering of services hereunder.
The Contractor shall hold harmless the Company, and its officers, directors, partners, agents, members and employees from an against any and all demands, claims, damages to persons or property, losses and liabilities including reasonable attorney’s fees (collectively “Claims”) arising out of or caused by the Contractor in connection with the rendering of services. The Contractor shall not have waived or be deemed to have waived, by reason of this paragraph, any defense which it may have with respect to such Claims.
14. Insurance. Contractor acknowledges that as an Independent Contractor, insurance coverage, medical, dental or other related insurance coverage will not be provided by Company. 15. Compliance with Laws and Regulations. Contractor shall perform the services contemplated in this Agreement in full compliance with any and all applicable laws, rules and regulations adopted or promulgated by any governmental authority, agency or regulatory body with jurisdiction over such matters. Contractor shall pay any and all taxes or other assessments required by applicable federal, state, or local laws as a consequence of the fees South Sky Technologies will pay Contractor pursuant to this Agreement. 16. Successors and Assigns. All the provisions of this Agreement shall be binding upon and insure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns. 17. Choice of Law. The substantive laws of the State of Texas shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.
By: Michael Wood By:
NAME NAME
By: By: SIGNATURE SIGNATURE
Title: Title: 7/4/22 Contractor Initials ________ Date _________ South Sky Technologies, LLC For: _________________________________ for: South Sky Technologies, LLC
Exhibit A Required Tools Requirements
General Tools: General Expendables:
• Screwdrivers (Standard + Phillips) Zip Ties • Flashlight Velcro • 6" long nose pliers Masking Tape • Sharpie Marker • Digital Camera • Lineman’s Scissors • Micro Scanner or Cable Tester (must be able to test RJ-45, RJ-11) • Ladder • Volt Meter
Data: Data Expendables:
• Laptop with working Wired/Wireless Ethernet connections RJ45 connectors • Serial or USB to Serial Adapter Jacks with corresponding faceplates • DB9 to DB9 and DB9 to RJ45 Extra Cat5 cables • Cat 5 cables - straight thru and crossover • Spare mini switch (reimbursable) Punch down tool with 110 blade. (also 66 blade for LRE sites) • Tone Generator & Inductive Probe Router (reimbursable) • RJ-45 Connectors • Crimp Tool • Fiber One Click Cleaner • Inexpensive, quick, and safest way to clean fiber on all our data and video plants • Two models needed: • LC part # 8500-05-0006MZ • SC, ST, FC part # 8500-05-0005MZ • Estimated Cost = $40 each • Distributors found at: http://www.aflglobal.com/Contact /AFL-Distributors.aspx#
Video: Video Expendables:
• Compression Tool
F-Type Compression Fittings
• Wire Stripper
Female Barrels • 7/16” & 1/2“ wrench
2Ghz Splitter – 2, 4, 6 port
7/4/22 Contractor Initials ________ Date _________ South Sky Technologies, LLC • Toner & Cable tester
2Ghz DB pads – preferred 2-12 DB
• 10 DB in line amp for temp fixes
Faceplates
Phone/VDSL: • Phone Cat 3 cable • Punch down with 110 and 66 blade • RJ-11 Connectors • Crimp Tool
Exhibit A Continued Specialty Tools
(not required)
Situations in the field may arise where there are system issues that will require further testing equipment to diagnose. The below tools are items are preferred equipment to have on hand when necessary but not required for most day to day service calls.
Specialty Equipment • Satellite Meter – preferred super buddy o Newer birddog meter are accepted but older models that do not show odd and even transponders doesn’t help isolate issues • RF & Digital Meter with abilities to see MER/BER • Butt Set
Fiber: • Cleaning kit • Fiber Light • Power Meter • Mechanical Splice kit – if company does not have fusion splice • Fusion Splicer • OTDR
Exhibit B Service Level Requirements
7/4/22 Contractor Initials ________ Date _________ South Sky Technologies, LLC For accepted service calls, contractor shall maintain the following required service levels (SLA) at all times while under this Agreement.
Change-orders are required for any proposed scope, cost, or timeline changes.
Projects
• Contractor will communicate progress to Company on a daily basis.
• Contractor will complete their work within the timeframes established in the project/job scope and work orders.
• Contractor will respond within 8 hours to a project request and deliver a proposal within 48 hours of a response.
. Maintenance, Trouble, and Support Issues:
• Contractor can provide “Emergency call out” after hours and weekends when available.
• Site Outages – must be responded to within four (4) hours and resolved, when possible, within eight (8) hours of notification.
• Building Outages – must be responded to within (8) hours and resolved, when possible, within twelve (12) hours of notification.
7/4/22 Contractor Initials ________ Date _________ South Sky Technologies, LLC 7/4/22 Contractor Initials ________ Date _________ South Sky Technologies, LLC
