NotariesExpress LLC– 5742 Lonetree Blvd Rocklin CA 95765 – Office (916) 243-4010 Fax (866) 355-6236
Terms and Conditions: Loan Documents need to be shipped to the designated recipient as soon as possible after
the signing is completed. The documents must arrive at the title company the NEXT business Day unless
otherwise specified. Notaries Express will not pay signing fees for files that do not fund. If an error or an
omission has been made by the notary, the notary agrees to remediate the error or omission and to either (1) pay
for shipping expenses or (2) to deduct shipping fees from the agreed signing fee. Notaries Express does not
tolerate solicitation to our clients. Please do not send any business cards/marketing materials to the title company
with the signed documents. It is unprofessional and you agree that your fee will be waived in the event that this
occurs. PLEASE CALL NOTARIES EXPRESS IF YOU HAVE ANY QUESTIONS DURING THE SIGNING
(916) 243-4010 (option # 5 after hours). Phone calls are transferred after hours and on the weekends to one of our
representatives.
** PLEASE DOUBLE CHECK YOUR DOCUMENTS BEFORE YOU LEAVE THE
APPOINTMENT AND BEFORE SHIPPING THE DOCUMENTS TO THE DESIGNATED RECIPIENT. **
Our current pay policy is 30-45 days of signing appointment ** If the documents received by the title company
include errors attributable to your services, you will be charged a $10 fee for each page that includes an error.
You will also be responsible for any fees to ship the documents back via next day air. **You have represented to
Notaries Express that you are experienced with loan signings and that you will utilize the utmost professionalism
at all times. **Notaries Express provides its clients with a 100% satisfaction guarantee- If there
are any complaints concerning your services that require Notaries Express to waive or reduce its fee, you have
agreed that your fee shall be waived or reduced accordingly. Also, if you are responsible for any mistakes, errors,
and/or omissions that require (the lender/broker) to issue a loan lock extension, you agree to pay the amount of
the loan lock extension and to indemnify, defend, and hold harmless Notaries Express LLC from any claims,
lawsuits, liabilities, or any other demands for payment related to your services.
___________________________________________ _____/_____/______
Signing Agent/ Notary (Sign Here) Date
1
NOTARY PUBLIC/SIGNING AGENT
INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT (“Agreement”) is entered into as of ____________________, 2019, by and
between NOTARIES EXPRESS LLC, (hereinafter “Company”), a California professional
corporation, and __________________________, Notary Public/Signing Agent, an individual
(hereinafter “CONTRACTOR”), collectively referred to as the “Parties.”
RECITALS
COMPANY is a brokerage company that connects clients in the real estate industry (typically brokers,
escrow companies, and lenders) Real Estate Signing Service with highly specialized, state-licensed
signing agents to assist clients during the refinance, sale, or purchase of residential real estate
(hereinafter “Specialty Services”).
CONTRACTOR is licensed to provide Notary services in the State of California or/and state of
residence.
COMPANY desires to enter into an Agreement with CONTRACTOR to provide Specialty Services for
COMPANY’s clients.
In consideration of the foregoing and the following terms, covenants, and conditions, the Parties hereto
agree as set forth below.
ARTICLE 1
PERFORMANCE
1.1
Performance
: COMPANY and CONTRACTOR hereby agree upon all the terms, provisions, and
conditions of this Agreement as prescribed herein. CONTRACTOR agrees that all work to be
performed hereunder will be provided by CONTRACTOR individually and CONTRACTOR will not
subcontract the work to other individuals.
1.2 Duties: COMPANY engages CONTRACTOR to provide Specialty Services requested by
COMPANY’s clients. The time and place in which CONTRACTOR provides Specialty Services (i.e., time
of the signing as requested by COMPANY’s clients, and the signing location, as determined between
COMPANY and its clients) shall be determined in advance by mutual consent of the Parties.
CONTRACTOR’s duties in the provision of SPECIALTY SERVICES include, but are not limited to,
screening the signers of important documents for their true identity, determining their willingness to sign
without duress or intimidation and ascertaining their awareness of the contents of the document or
transaction. Some notarizations also require the Notary to put the signer under an oath, declaring under
penalty of perjury that the information contained in a document is true and correct. Property deeds,
wills, and powers of attorney are examples of documents that commonly require a Notary.
1.3
Contractor Standards:
CONTRACTOR agrees to provide Specialty Services in conformance
with all applicable federal and state law, regulations, and/or professional standards required of a
Notary Public and as required by generally accepted standards within the notary profession.
1.4 Continuing Notary Education: In order for
CONTRACTOR
to provide Specialty Services,
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CONTRACTOR must maintain his or her Notary License as approved by the applicable state agency (in
California, the California Secretary of State). CONTRACTOR shall certify that he or she has completed
the necessary Notary License prior to and during the term of this engagement to verify that CONTRACTOR
is up to date and has fully complied with all applicable legal and/or regulatory requirements.
1.5
Independent Contractor Status
: In the performance of the obligations under this Agreement,
it is mutually understood that CONTRACTOR shall at all times perform as an independent contractor
of COMPANY practicing the profession of Notary Public under his/her separate license and separate
business entity. COMPANY shall neither have nor exercise any control or direction over the
methods, details, and means by which CONTRACTOR performs SPECIALTY SERVICES. Nothing
in this Agreement shall be deemed to restrict CONTRACTOR from maintaining his or her own
offices and facilities or from providing notary or other services to companies or parties other than
COMPANY’s clients, provided that such services are not inconsistent with the performance of
CONTRACTOR’s
obligations hereunder. CONTRACTOR
shall not incur any financial obligations
on behalf of COMPANY.
CONTRACTOR
understands and acknowledges that in the event
CONTRACTOR is paid at least $600 or more in compensation under this Agreement in any calendar year,
COMPANY will file Form 1099-MISC with the Internal Revenue Service and the appropriate state taxing
agency(ies), and provide CONTRACTOR with a copy of the same, on or before January 31st of the
following year. Concurrently with the execution of this Agreement, CONTRACTOR further agrees to
execute an IRS Form W-9 to be provided by Company.
1.6
Tax Reporting and Filing:
CONTRACTOR acknowledges and agrees that CONTRACTOR is
responsible for filing all tax returns and for the payment of all federal, state, and local taxes required
with respect to any and all compensation earned by CONTRACTOR under the terms of this
Agreement, including but not limited to taxes and contributions imposed by unemployment, workers’
compensation, Social Security, and income tax laws. It is expressly understood and agreed that the
COMPANY will not withhold any such taxes from any compensation that it pays to CONTRACTOR,
and that it will provide CONTRACTOR with
Form 1099-MISC
at the conclusion of the calendar year,
if required as set forth in Paragraph 1.5 above. CONTRACTOR agrees to pay all applicable local,
state, and federal taxes as an independent contractor.
1.7
No Workers’ Compensation Coverage
: CONTRACTOR acknowledges and agrees that
CONTRACTOR is an independent contractor and is not therefore entitled to workers’ compensation
insurance coverage from the COMPANY. If an injury occurs during the CONTRACTOR’s
performance of CONTRACTOR’s duties under this Agreement, then such a claim will not be covered
by the COMPANY’S workers’ compensation policy.
1.8 Equipment: CONTRACTOR shall be responsible for providing all necessary equipment, supplies,
and materials necessary to perform SPECIALTY SERVICES at his/her own expense, and shall be
responsible for providing his/her own transportation to and from the performance of any SPECIALTY
SERVICES. As CONTRACTOR is an independent contractor, CONTRACTOR shall not be entitled to
reimbursement for mileage or for any other equipment, supplies, or materials used by CONTRACTOR to
perform SPECIALTY SERVICES.
ARTICLE 2
3
COMPENSATION
2.1 For all services to be rendered by CONTRACTOR under this Agreement, COMPANY agrees to pay
CONTRACTOR a sum to be determined prior to the appointment for each loan document signing
wherein CONTRACTOR provides SPECIALITY SERVICES as a contractor of COMPANY. A written
confirmation/invoice will be sent by COMPANY to CONTRACTOR. Fees are negotiated prior to each
signing appointment and may vary with each appointment. Unless negotiated prior to acceptance of the
appointment, in case of cancellation of escrow files, COMPANY does not pay the agreed fee to
CONTRACTOR.
ARTICLE 3
INSURANCE
3.1
Surety Bond:
As required by section 8213 of California Government Code,
every person appointed
as a Notary Public shall file an official bond and an oath of office in the office of the county clerk of the
county within which the person maintains a principal place of business as shown in the application
submitted to the Secretary of State. The commission shall not take effect unless this is done no later than
30 days after the beginning of the term prescribed in the commission.
3.2 Errors and Omission Insurance:
CONTRACTOR acknowledges and agrees
that at all times during
the term of this Agreement he/she shall maintain, at his or her sole expense, errors and omissions insurance
coverage in an amount of not less than $25,000.00 per occurrence, and in the aggregate.
3.3
Automobile Insurance:
CONTRACTOR acknowledges and agrees to be responsible for
providing appropriate and necessary transportation in connection with the performance of
CONTRACTOR’s services under this Agreement and shall maintain liability and property damage
insurance coverage on all vehicles so used for that purpose.
ARTICLE 4
TERMINATION
4.1 This Agreement may be terminated by either party upon 30 days’ prior written notice to the other.
Additionally, this Agreement shall automatically terminate upon the occurrence of any of the
following events:
(a)
Whenever CONTRACTOR shall cease to be licensed or otherwise qualified to practice his
or her profession for which he or she is contracted for hereunder, under the laws of California or the
rules of such profession’s regulatory body;
(b)
Whenever COMPANY and CONTRACTOR shall mutually agree in writing to terminate
this Agreement;
(c)
Upon the death of CONTRACTOR;
(d)
Whenever CONTRACTOR or COMPANY shall be convicted of or plead no contest or
guilty (a plea or verdict of guilty or a finding of guilt by a court in a trial without a jury is deemed to
be a conviction within the meaning of this clause irrespective of a subsequent order under provisions
of section 1203.4 of the Penal Code allowing withdrawal of a plea of guilty and entering a plea of
guilty and entering a plea of not guilty, or setting aside the verdict of guilty, or dismissing the
4
accusations or information) to any offense punishable as a felony or involving moral turpitude or
immoral conduct; or
(e)
Whenever CONTRACTOR, as determined in the sole and absolute reasonable discretion
of COMPANY, has committed an act of fraud or dishonesty in the performance of his or her duties
hereunder or willfully damaged or injured in a material manner the property, business, or goodwill of
COMPANY or willfully failed or unreasonably refused to comply in a material manner with the rules,
policies, or directives of COMPANY where such rules, policies, or directives have been made
available to CONTRACTOR.
ARTICLE 5
RECORDS AND FILES
5.1 All documents and email correspondence concerning COMPANY’s clients shall belong to and
remain the property of COMPANY or COMPANY’s clients. On termination of this Agreement,
CONTRACTOR shall not be entitled to keep or reproduce COMPANY’s or COMPANY’s clients’
records.
ARTICLE 6
DISPUTE RESOLUTION
6.1.
Arbitration:
A copy of the Mutual Voluntary Agreement for Individual Arbitration (
“
Arbitration
Agreement
”
) is attached hereto as Attachment A to this Agreement. COMPANY and CONTRACTOR
agree to review the Arbitration Agreement with the mutual understanding that entering into the
Arbitration Agreement is entirely voluntary and this Agreement is not contingent upon COMPANY
and CONTRACTOR entering into the Arbitration Agreement.
ARTICLE 7
INDEMNITY
7.1 CONTRACTOR agrees to indemnify and hold harmless COMPANY, COMPANY
’
s clients and
other third party services providers, COMPANY Board members, and COMPANY employees and
agents from any liabilities, obligations, costs, claims, or damages, howsoever caused, by reason of any
injury (whether to body, property, or reputation and whether of a personal or business nature) sustained
by any person or to property by reason of any act, neglect, default, or an omission of CONTRACTOR
arising out of or in any way connected with CONTRACTOR
’
s performance of services under this
Agreement.
7.2 To the fullest extent permitted by law, CONTRACTOR agrees to defend, indemnify, and hold
harmless COMPANY,
COMPANY
’
s clients and other third party services providers,
COMPANY
Board members and COMPANY employees and agents from any liabilities, claims, suits, actions,
arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses, or costs
of any kind whether actual, alleged, or threatened, as well as actual attorneys’ fees incurred by
COMPANY, court costs, interest, defense costs including expert witness fees and any other reasonable
costs, or expense of any kind whatsoever without restriction or limitation incurred in relation to, as a
consequence of, arising out of, or in any way attributable, actually, allegedly or impliedly, in whole or
in part to challenges to CONTRACTOR’s status as an independent contractor.
ARTICLE 8
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NON-ASSIGNMENT
8.1 The rights and benefits of COMPANY and CONTRACTOR under this Agreement shall not be
transferable, and neither CONTRACTOR, his/her heirs, his/her personal representative nor his/her
creditors, shall have any right to encumber, hypothecate, mortgage, collateralize, anticipate, by pledge
or otherwise, or otherwise give a security interest in any payment provided to be made hereunder.
ARTICLE 9
GOOD-FAITH OBLIGATIONS
9.1 CONTRACTOR
’
s rights hereunder constitute a general claim against COMPANY and no specific
funds or property need be set aside in any manner (other than by bookkeeping entries) to meet
COMPANY’s obligations hereunder. COMPANY may at COMPANY’s discretion engage other
independent contractors on whatever terms are satisfactory to COMPANY, provided that no such
agreements impinge in any manner upon the rights and benefits due CONTRACTOR hereunder.
ARTICLE 10
GOVERNING LAW
/ CHOICE OF
VENUE
10.1 This Agreement shall be subject to and governed by the laws of the State of California,irrespective
of the fact that the CONTRACTOR may be or may become a resident of another state. If any disputes
arise between the Parties that are covered by the Arbitration Agreement attached as Exhibit A, the
provisions in the Arbitration Agreement detailing the location of the arbitration, as well as the choice
of law, shall prevail. If the Parties do not execute the Arbitration Agreement attached as Exhibit A,
and if it is necessary for CONTRACTOR or COMPANY to file a civil action related to the Parties
’
performance under this Agreement, then the sole and exclusive forum/venue for such action shall be
the Superior Court of California, County of Placer, or in the United States District Court for the Eastern
District of California, whichever is applicable. CONTRACTOR also shall consent to personal and
subject matter jurisdiction in California, to the extent the Parties have not executed the Arbitration
Agreement attached as Exhibit A.
ARTICLE 11
NO COLLATERAL AGREEMENTS
11.1 Each party represents to the other that there are no agreements, whether written or oral, with any
other firms or other parties or any practice whatsoever, which prevent their entering into this
Agreement or from fully performing its or his/her duties hereunder. Each party agrees to hold the
other free and harmless from and against any liabilities or expenses that the other may incur, arising
from a breach or misrepresentation of the provisions of this Paragraph, including reasonable attorneys
’
fees, court costs and expenses, whether suit be brought or not, including those on appeal. If any
disputes arise between the Parties that are covered by the Arbitration Agreement, the provisions in the
Arbitration Agreement regarding fees and costs shall prevail.
ARTICLE 12
CONFIDENTIALITY & NONSOLICITATION
12.1
Confidential Information:
In addition to any applicable ethical rules and/or considerations and
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any applicable cases, statutes, rules, and regulations governing the conduct of CONTRACTOR,
CONTRACTOR shall not, without the prior written consent of COMPANY, use or disclose to any
person or entity not lawfully entitled thereto, including but not limited to the press, other media or any
public body, in the absence of a court order or some other administrative or regulatory directive, any
confidential information relating to the business, marketing, affairs, or financial condition of
COMPANY, including the contents of this Agreement. CONTRACTOR hereby agrees to hold the
COMPANY in the highest esteem in representing it to others, and covenants to hold all financial,
personal, and proprietary information of any sort about COMPANY in strict confidence.
CONTRACTOR understands and agrees that this confidentiality provision shall survive the
termination of this Agreement.
By way of illustration, not limitation, proprietary information includes: (i) legal and other business
documents prepared by COMPANY; (ii) trade secrets, processes, formulae, data, know-how,
improvements, inventions, and techniques; (iii) customer lists and related information; (iv) cost or
expense of research, development, installation, developing, marketing, marketing surveys or analyses;
(v) client files; and (vi) all personnel information, including without limitation employee or
independent contractor lists or other information identifying COMPANY employees, contractors or
applicants, personnel files, compensation information, investigation files, loan documents, or
disciplinary records.
12.2
Nonsolicitation:
CONTRACTOR acknowledges that any breach of Article 12.1, including but
not limited to, use or disclosure of confidential client or contractor information for any purpose,
including to solicit current COMPANY client accounts, or independent contractors constitutes a
misappropriation of confidential information and/or trade secrets and will cause irreparable harm and
significant injury to COMPANY that may be difficult to ascertain. Accordingly, CONTRACTOR
hereby agrees that the COMPANY shall have the right to seek and obtain immediate injunctive and/or
declaratory relief to enforce CONTRACTOR’s obligations under this Agreement, in addition to any
other rights and remedies that the COMPANY may have at law or in equity.
ARTICLE 13
NOTICES
13.1 Any notices required or permitted to be given under this Agreement shall be sufficient if in writing
and if either delivered in person or sent by registered or certified mail to the CONTRACTOR
’
s
residence and to the main office in Rocklin, CA where COMPANY business is conducted.
ARTICLE 14
CONTINGENCIES
14.1 The obligations of COMPANY under this Agreement shall be contingent upon CONTRACTOR
being duly licensed under the laws of the state where notary services are to be provided as of the
effective date of this Agreement, and remaining so licensed and in good standing throughout its term,
in order to carry out his or her duties hereunder.
ARTICLE 15
INTERPRETATION
15.1 This Agreement is the result of negotiations directly between COMPANY and CONTRACTOR.
Each party has had the opportunity to have this Agreement reviewed by their own independent legal
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counsel. The Parties therefore recognize that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of
this Agreement or any amendment or exhibit thereto.
ARTICLE 16
INTEGRATION
16.1 This Agreement contains the entire agreement of the Parties hereto with respect to the subject
matter contained herein, and there are no agreements, representations, or warranties with respect to
such subject matter outside of this Agreement.
ARTICLE 17
ATTORNEYS
’
FEES
17.1 All Parties agree to bear their own attorneys’ fees and costs associated with the negotiation and
execution of this Agreement. If any disputes arise between the Parties that are covered by the
Arbitration Agreement attached as Exhibit A to this Agreement, the provisions in the Arbitration
Agreement detailing attorneys’ fees shall prevail. If no such Arbitration Agreement has been executed,
the prevailing party shall be entitled to recover his/her/its reasonable attorneys’ fees and costs incurred
in any civil action filed to enforce any provision of this Agreement.
ARTICLE 18
SIGNATURES
18.1 This Agreement may be executed in two or more counterparts, all of which shall be considered
one and the same agreement and shall become effective when one counterpart has been signed by each
party and delivered to the other party hereto. All Parties signing this Agreement agree that this
Agreement may be signed and delivered via facsimile or other electronic means. The Parties agree
that a signature received via facsimile or other electronic means shall be valid and enforceable just as
an original signature.
ARTICLE 19
SEVERABILITY
19.1 In the event any provision of this Agreement is deemed to be invalid, illegal, or unenforceable,
all other provisions of the Agreement that are not affected by the invalidity, illegality, or
unenforceability shall remain in full force and effect.
ACKNOWLEDGED AND AGREED:
_________________________________ ____________________________
NOTARIES EXPRESS LLC Date
________________________________ ____________________________
Individually Date
