Balloon Artisan Subcontractor Agreement

This video walks you through our subcontractor agreement (found below). This agreement is digitally signed using the Bat Cave for each project. We don't have any sort of "long term" contract. Each project is treated as it's own freestanding agreement.

Subcontractor Agreement

This Subcontractor Agreement ("Agreement") is entered into as of the DATE ("EffectiveDate"), between Utah Balloon Guru, LLC dba Balloon Artisan ("the Company"), a Utah limited liability company, and SC NAME ("theSubcontractor"), a company operating in the state of STATE ("Service Region"). Both parties maybe referred to as "Party" or collectively as "Parties." 

‍Recitals 
In light of the recitals stated above and the covenants contained in this Agreement, the Parties agree to the following terms: 

‍I. Terms of Contractual Relationship

A. Scope of Work
The Company will engage the Subcontractor to perform balloon art services, as detailed in the "Scope of Work." The Scope of Work will include event details, deliverables, and the negotiated price the Subcontractor will be paid for completing the Scope of Work. The Subcontractor must accept or decline each job through the Company's proprietary web interface (“the Batcave”) within 48 hours of receiving the offer. Acceptance confirms the Subcontractor's agreement to the terms and obligates them to perform the services and the Company to pay the Subcontractor accordingly. If the Subcontractor fails to perform the Scope of Work and doesn't provide at least fourteen (14) days' notice of inability to complete the job, the Subcontractor agrees to pay the greater of $2,000.00 or two times (2x) the total project value. The Subcontractor must use high-quality materials, such as Qualatex, Tuftex, Kalisan, or Sempertex brand balloons, unless otherwise agreed upon in writing by the Company.

‍B. Communication/Marketing Policy
Effective communication is essential for a successful working relationship. The Subcontractor agrees to respond to communications from the Company within twenty-four hours of receipt. The Subcontractor may not post pictures of jobs performed for the Company on the Subcontractor’s social media pages, website, or in marketing materials, nor reference the Company client names or logos.

‍C. Independent Contractor Status
The Subcontractor will work as an "independent contractor"and not as an employee or agent of the Company.

The Subcontractor is solely responsible for filing required income tax returns and paying applicable taxes on payments received from the Company. The Subcontractor shall receive a1099 tax form by February 28th each year. Moreover, nothing in this Agreement should be construed to imply that the Company is a franchise and that the Subcontractor is merely a franchisee of Company. The Parties expressly acknowledge that there is no Franchisor/Franchisee relationship even though you are completing the work on behalf of the Company.
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‍D. Work for Hire
The Parties agree that the Subcontractor's services to the Company constitute work made for hire. All rights to the work, including copyright and images taken by the Subcontractor which depict the work, belong solely to the Company. 

‍E. Termination 
This Agreement may be terminated at any time by either Party. Notwithstanding the foregoing, if any Scope of Work is pending, the Subcontractor is obligated to provide a minimum of fifteen (15) days’ notice of termination prior to the completion date of the Scope of Work. The Subcontractor shall remain obligated for any scope of work still yet to be completed if fifteen (15) days’ notice is not provided and such obligation will not be waived without the express consent of the Company.

‍F. Insurance 
The Subcontractor is responsible for any damage they cause to the venue as a result of their work. The Subcontractor agrees to pay for the necessary repairs resulting from any damage they cause during the process of completing the Scope of Work. If the Subcontractor refuses to pay for the repairs, the Company may seek legal action to collect the amount owed for the repairs. The Subcontractor is responsible for securing their own insurance under which the Company must be added as a covered party listed under the policy.

‍G. At-Will Status 
This Agreement does not guarantee the Subcontractor employment for a specific period or number of project hours.

H. Compensation 
The Subcontractor will only receive compensation as outlined in an accepted bid. Any variance, overage, or changes must be approved in writing by the Company.

‍I. Scope of Work Cancellation by the Client
In the event that the Client decides to cancel their project after they have paid the invoice, the Company agrees to reimburse the Subcontractor for any and all materials the Subcontractor purchased exclusively to complete the Scope of Work plus an additional 10% of the Subcontractor’s total bided amount for the project to compensate for lost time.

‍J. Non-Solicitation
The Subcontractor agrees not to solicit business from the Company's customers, prospects, or vendors for twenty-four (24) months after termination of this Agreement regardless of the cause for which this Agreement was terminated. The Subcontractor also agrees not to recruit or induce any of the Company's employees for twenty-four (24) months after the termination of this Agreement. The Company places a tremendous amount of trust in theSubcontractor and relies on the Subcontractor to act ethically and not to steal clientele from the Company. The Parties agree that determining damages for violating this provision is very difficult to determine and as a result agree that a provision of liquidated damages for any violation of this provision amounting to ten thousand dollars ($10,000.00) per violation regardless of the actual damages that either Party may be able to prove.

‍K. Confidentiality 
The Subcontractor agrees not to use, disclose, or transfer any confidential or proprietary information disclosed by the Company, except as required to perform their duties under this Agreement. 

‍II. General Provisions

‍A. Governing Law
This Agreement is governed by the laws of the State of Utah. Any disputes shall be resolved in Utah courts, with the substantially prevailing party entitled to recover reasonable attorney's fees and litigation costs.

‍B. Entire Agreement
This Agreement constitutes the entire agreement between the Parties, supersedes all prior communications, and may only be amended in writing and signed by both Parties.

C. Severability
If any provision of this Agreement is determined to be invalid or unenforceable under any controlling law, it shall not affect the validity or enforceability of the remaining provisions.

The parties can sign this Agreement in multiple copies, and each copy will be considered an original. All copies together form one complete document

This Agreement and the conditions therein are entered into and agreed upon on this day DATE.
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Subcontractor Signature: SUBCONTRACTOR NAME