Independent Contractor Retainer Agreement

1. Engagement

Client engages Contractor to provide Shopify store operations management services, including team oversight, SOP execution, daily operations management, issue escalation handling, and chargeback/risk monitoring and reporting.

2. Term

This Agreement starts on the Term Start Date and ends on the Term End Date (3 months), unless terminated earlier under Section 8. Any extension or renewal must be in writing and signed by both parties.

3. Compensation and Payment

Client will pay Contractor a monthly retainer of USD $1,700 per 30-day service period. Payment is due in full upfront at the start of each 30-day period. The first payment is due immediately upon signing this Agreement.

• This monthly retainer replaces prior weekly compensation arrangements (including USD $288/week) during the contract term unless both parties amend this Agreement in writing.
• Client will send payment using the payment method/link listed above, unless updated by written agreement.
• If payment is delayed by more than 2 calendar days, Contractor may temporarily pause new tasks after written notice and will resume promptly once payment is received.
• If payment remains outstanding for more than 5 calendar days, both parties agree to resolve it in good faith as soon as possible and confirm a clear payment timeline in writing.

4. Professional Communication and Boundaries

Both parties agree to maintain respectful, professional communication at all times. Abusive, threatening, insulting, or harassing communication is prohibited. A repeated violation after written notice is a material breach.

5. Confidentiality

Both parties must keep confidential all non-public business information, including store data, SOPs, account access details, contract/payment terms, and private discussions. Neither party will disclose payment terms or this dispute context to the VA team unless both parties agree in writing or disclosure is legally required. This clause survives termination.

6. Independent Contractor Status

Contractor is an independent contractor and not an employee, partner, or agent of Client. 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 by Contractor for the store under this Agreement belongs to Client. 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.

8. Termination

• Either party may terminate for material breach if the breach is not cured within 3 business days after written notice.
• Contractor may terminate immediately for nonpayment or serious misconduct/communication abuse.
• Client may terminate without cause with 14 days written notice; if so, Client must pay any unpaid current retainer plus one additional month retainer (USD $1,700) as early termination fee.
• Upfront retainer payments are non-refundable once a service period starts, except if Contractor materially breaches and fails to cure.

9. Limitation of Liability

Except for fraud, willful misconduct, or confidentiality breaches, neither party is liable for indirect or consequential damages. Total liability of either party will not exceed the total fees paid under this Agreement in the 30 days before the claim.

10. Governing Law and Dispute Resolution

This Agreement will be governed by the law and venue mutually agreed by both parties in writing. The parties will first attempt good-faith resolution within 10 days of written notice before filing a formal claim.

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 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