Independent Contractor Retainer Agreement

1. Engagement

Client engages Contractor to provide remote Shopify store operations management services, including team oversight, SOP execution, daily operations management, issue escalation handling, and chargeback/risk monitoring and reporting. Contractor will perform the services with reasonable skill and care.

2. Term

This Agreement starts on the Effective Date and runs from the Term Start Date to the Term End Date (initial 3-month term), unless terminated earlier under Section 8. If both parties continue services after the Term End Date without a signed renewal, this Agreement continues on a week-to-week basis under the same terms, except compensation converts as stated in Section 3.

3. Compensation and Payment

Client will pay Contractor a monthly retainer of USD $1,700 per 30-day service period. The first payment is due immediately upon signing this Agreement. Each following payment is due in advance on the first day of each next 30-day service period.

• The monthly retainer applies during the initial contract term and any written renewal that keeps this monthly structure.
• If no written renewal is signed by the Term End Date and services continue, compensation automatically reverts to USD $288 per week starting the next calendar day after the Term End Date. Example: if the Term End Date is July 24, 2026, the weekly rate starts July 25, 2026.
• During the week-to-week period, weekly payments are due in advance at the start of each 7-day service period, unless both parties agree otherwise in writing.
• Client will send payment using the payment method/link listed above, unless updated by written agreement.
• If payment is not received on its due date, Contractor may, at Contractor's sole discretion, pause new work after written notice and resume work once payment is received.
• Retainer amounts for a service period that has already started are earned and non-refundable, except where required by law or if Contractor materially breaches this Agreement and fails to cure after notice.

4. Professional Communication and Boundaries

Both parties agree to maintain respectful, professional communication at all times. Abusive, threatening, insulting, or harassing communication is not permitted. If a communication issue arises, the receiving party may give written notice and the other party will correct conduct promptly. Repeated serious violations after written notice are a material breach.

5. Confidentiality

Each party must keep confidential all non-public information received from the other party, including store data, SOPs, account access details, contract/payment terms, and private discussions. Neither party may disclose such information to third parties (including team members) except on a strict need-to-know basis, with written consent, or when legally required. This clause survives termination.

6. Independent Contractor Status

Contractor is an independent contractor and not an employee, partner, or agent of Client. Nothing in this Agreement creates an employment relationship, joint venture, or partnership. Contractor is responsible for Contractor's own taxes, benefits, and statutory contributions in the Philippines or any other applicable jurisdiction. Client is responsible for Client's own tax and regulatory obligations in the United States and any other applicable jurisdiction.

7. Work Product and Accounts

Upon full payment, work product created specifically for Client under this Agreement belongs to Client. Contractor retains ownership of Contractor's pre-existing materials, tools, and know-how, but grants Client a perpetual, royalty-free license to use any such materials embedded in deliverables. Client owns all store accounts and business data. At termination, Contractor will provide reasonable transition support and return or update access credentials and status notes within 3 business days after all outstanding due payments are settled.

8. Termination

• Either party may terminate this Agreement without cause by giving at least 14 calendar days written notice.
• Either party may terminate for material breach if the breach is not cured within 3 business days after written notice.
• Contractor may suspend or terminate immediately for nonpayment that remains outstanding more than 5 calendar days after written notice, unlawful instructions, or serious abusive conduct.
• On termination, Client will pay all fees accrued through the effective termination date. Prepaid retainers for service periods already started are non-refundable except as stated in Section 3.

9. Service Standard; Limitation of Liability

Contractor will perform services in a professional and workmanlike manner, but does not guarantee specific sales, revenue, or chargeback outcomes. Except for fraud, willful misconduct, confidentiality breaches, or unpaid fees, neither party is liable for indirect, incidental, or consequential damages. Each party's total liability under this Agreement will not exceed the total fees paid under this Agreement in the 3 months before the claim.

10. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the U.S. state where Client is principally located, without regard to conflict-of-law rules, unless both parties later agree in writing to a different governing law. Before filing a formal claim, the parties will first attempt to resolve the dispute in good faith within 10 business days after written notice.

11. Entire Agreement; Amendments; Electronic Signatures

This Agreement is the entire agreement between the parties on this subject and supersedes prior verbal or written discussions. Any amendment, waiver, or renewal must be in writing and signed by both parties. Electronic signatures and PDF/scanned signatures are valid and enforceable to the fullest extent permitted by law.

12. Signatures