PENNSYLVANIA INDEPENDENT CONTRACTOR AGREEMENT

I. The Parties. This Agreement is made between JBF of Wilkes-Barre/Scranton, LLC (“Client”) with a mailing address of 15 Krause Rd, Schwenksville, State of Pennsylvania, and Just Between Friends Wilkes-Barre Consignor (“Contractor”).

WHEREAS the Client intends to pay the Contractor for services provided, within 2 weeks after the sale under the following terms and conditions:

II. Scope of Work. The Contractor agrees to perform the following: gather their own items for sale and drop them off to the Just Between Friends Wilkes-Barre sale, to be sold during the week of April 7-12, 2025.

Hereinafter known as the “Services”.

III. Payment. In consideration for the services to be performed by the Contractor, the Client agrees to pay the contractor a percentage of their sold items for the completion of Services performed. Completion shall be defined as the fulfillment of Services as described in Section II in accordance with industry standards and to the approval of the Client, not to be unreasonably withheld.

The Contractor agrees to be paid:
☐ - Commission in the amount of 60% of the Consignors’ total sales

IV. Due Date. The Services provided by the Contractor: (check one)
☐ - Shall be completed by April 12, 2025.

V. Expenses. The Contractor shall be: (check one)
☐ - Responsible for all expenses related to providing the Services under this Agreement. This includes, but is not limited to, supplies, equipment, operating costs, business costs, employment costs, taxes, Social Security contributions/payments, disability insurance, unemployment taxes, and any other cost that may or may not be in connection with the Services provided Contractor.


VI. Liability Insurance (Minimum ($) Amount). The Contractor agrees to bear all responsibility for the actions related to themselves and their employees or personnel under this Agreement. In addition, the Contractor agrees to obtain, at their own expense, comprehensive liability insurance coverage in case of bodily or personal injury, property damage, contractual liability, and cross-liability (“Liability Insurance”), if they so choose.
☐ - There shall not be a minimum amount required.

VII. Termination. This Agreement shall terminate upon the following:
☐ - On the date of April 12, 2025.

In addition, the Client or Contractor may terminate this Agreement, and any obligations stated hereunder, with reasonable cause by providing written notice of a material breach of the other party; or any act exposing the other party to liability to others for personal injury or property damage.

VIII. Option to Terminate. The Client and Contractor shall:
☐ - Have the option to terminate this Agreement at any time by providing 1 days’ written notice.

IX. Independent Contractor Status. The Contractor, under the code of the Internal Revenue Service (IRS), is an independent contractor, and neither the Contractor's employees or contract personnel are, or shall be deemed, the Client's employees.

In its capacity as an independent contractor, Contractor agrees and represents: Contractor has the right to perform services for others during the term of this Agreement; Contractor has the sole right to control and direct the means, manner, and method by which the Services required by this Agreement will be performed. Contractor shall select the routes taken, starting and ending times, days of work, and order the work is performed; Contractor has the right to hire assistant(s) as subcontractors or to use employees to provide the services required under this Agreement. Neither Contractor, nor the Contractor’s employees or personnel, shall be required to wear any uniforms provided by the Client; The Services required by this Agreement shall be performed by the Contractor, Contractor’s employees or personnel, and the Client will not hire, supervise, or pay assistants to help the Contractor; Neither Contractor nor Contractor’s employees or personnel shall receive any training from the Client in the professional skills necessary to perform the services required by this Agreement; and Neither the Contractor nor Contractor’s employees or personnel shall be required by the Client to devote full-time to the performance of the Services required by this Agreement.

X. Business Licenses, Permits, and Certificates. The Contractor represents and warrants that all employees and personnel associated shall comply with federal, state, and local laws requiring any required licenses, permits, and certificates necessary to perform the Services under this Agreement.

XI. Federal and State Taxes. Under this Agreement, the Client shall not be responsible for:
Withholding FICA, Medicare, Social Security, or any other federal or state withholding taxes from the Contractor’s payments to employees or personnel or make payments on behalf of the Contractor; Make federal or state unemployment compensation contributions on the Contractor’s behalf; and the payment of all taxes incurred related to or while performing the Services under this Agreement, including all applicable income taxes and, if the Contractor is not a corporation, all applicable self-employment taxes. Upon demand, the Contractor shall provide the Client with proof that such payments have been made.

XII. Benefits of Contractor’s Employees. The Contractor understands and agrees that they are solely responsible for shall be liable to all benefits that are provided to their employees, including but not limited to, retirement plans, health insurance, vacation time-off, sick pay, personal leave, or any other benefit provided.

XIII. Unemployment Compensation. The Contractor shall be solely responsible for the unemployment compensation payments on behalf of their employees and personnel. The Contractor shall not be entitled to unemployment compensation from Client in connection with the Services performed under this Agreement.

XIV. Workers’ Compensation. The Contractor shall be responsible for providing all workers’ compensation insurance on behalf of their employees. If the Contractor hires employees to perform any work under this Agreement, the Contractor agrees to grant workers’ compensation coverage to the extent required by law. Upon request by the Client, the Contractor must provide certificates proving workers’ compensation insurance at any time during the performance of the Service.

XV. Indemnification. The Contractor shall indemnify and hold the Client harmless from any loss or liability from performing the Services under this Agreement.

XVI. Confidentiality. The Contractor acknowledges that it will be necessary for the Client to disclose certain confidential and proprietary information to the Contractor in order for the Contractor to perform their duties under this Agreement. The Contractor acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm the Client. Accordingly, the Contractor will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of the Client without the Client's prior written permission except to the extent necessary to perform services on the Client's behalf.

Proprietary or confidential information includes, but is not limited to: The written, printed, graphic, or electronically recorded materials furnished by Client for Contractor to use; Any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that Client makes reasonable efforts to maintain the secrecy of business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information; and information belonging to customers and suppliers of the Client about whom the Contractor gained knowledge as a result of the Contractor's services to the Client. Upon termination of the Contractor's services to the Client, or at the Client's request, the Contractor shall deliver to the Client all materials in the Contractor's possession relating to the Client's business. The Contractor acknowledges any breach or threatened breach of confidentiality that this Agreement will result in irreparable harm to the Client for which damages would be an inadequate remedy. Therefore, the Client shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of confidentiality. Such equitable relief shall be in addition to the Client's rights and remedies otherwise available at law.

XVII. Proprietary Information. Proprietary information, under this Agreement, shall include:

The product of all work performed under this Agreement (“Work Product”), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress and deliverables will be the sole property of the Client, and Contractor hereby assigns to the Client all right, title and interest therein, including but not limited to all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights and other proprietary rights therein. Contractor retains no right to use the Work Product and agrees not to challenge the validity of the Client’s ownership in the Work Product;

Contractor hereby assigns to the Client all right, title, and interest in any and all photographic images and videos or audio recordings made by the Client during Contractor’s work for them, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings; and The Client will be entitled to use Contractor's name and/or likeness in advertising and other materials.

XVIII. No Partnership. This Agreement does not create a partnership relationship between the Client and the Contractor. Unless otherwise directed, the Contractor shall have no authority to enter into contracts on the Client's behalf or represent the Client in any manner.

XIX. Assignment and Delegation. The Contractor may assign rights and may delegate duties under this Agreement to other individuals or entities acting as a subcontractor (“Subcontractor”). The Contractor recognizes that they shall be liable for all work performed by the Subcontractor and shall hold the Client harmless of any liability in connection with their performed work.

The Contractor shall be responsible for any confidential or proprietary information that is shared with the Subcontractor in accordance with Sections XVI & XVII of this Agreement. If any such information is shared by the Subcontractor to third (3rd) parties, the Contractor shall be made liable.

XX. Governing Law. This Agreement shall be governed under the laws in the State of Pennsylvania.

XXI. Severability. This Agreement shall remain in effect in the event a section or provision is unenforceable or invalid. All remaining sections and provisions shall be deemed legally binding unless a court rules that any such provision or section is invalid or unenforceable, thus, limiting the effect of another provision or section. In such case, the affected provision or section shall be enforced as so limited.

XXII. Breach Waiver. Any waiver by the Client of a breach of any section of this Agreement by the Contractor shall not operate or be construed as a waiver of any subsequent breach by the Contractor.

XXIII. Additional Terms and Conditions. __________________________________________
____________________________________________________________________________
____________________________________________________________________________.

XXIV. Entire Agreement. This Agreement, along with any attachments or addendums, represents the entire agreement between the parties. Therefore, this Agreement supersedes any prior agreements, promises, conditions, or understandings between the Employer and Employee.


Client’s Signature: acknowledged by completion of this waiver
Date: date waiver completed

Contractor’s Signature: JBF of Wilkes-Barre/Scranton, LLC, Heather Orlandini
Date: January 1, 2025.

As a condition of selling items in the Just Between Friends Wilkes Barre Consignment Sale, I represent, warrant and agree that the following are true and correct in all respects:

I understand and agree that Just Between Friends Wilkes Barre (JBF | JBF Wilkes Barre | JBF Wilkes Barre/Scranton, LLC) is not responsible to reimburse me in the event of fire, loss, theft, or damage to my sale items. I understand that JBF Wilkes Barre is only a broker or agent for the Consignor and I understand there is NO obligation to pay me for items that are not sold, donated, or returned to me at the conclusion of the sale.

I understand that as a Consignor, I will receive 60% of the sold price for my items, and that a consignor fee will be pre-paid at time of registration for participating in the sale. If I am a Team Member, I will receive 70% of the sold price for my items, and a consignor fee will be pre-paid at time of registration for participating in the sale.

I understand that I will receive payment for my items via an emailed eCheck sent to the email address in my consignor account. Any checks not cashed and deposited by their expiration date, or opened and not printed, causing JBF to void and reissue another eCheck, will incur a voiding and reissuing fee of $30.

I have read and followed the sale guidelines/standards as laid out on the website and understand the sale owner has the final say in what is accepted into the sale. If I leave more than 5 unaccepted items at drop off, I understand that I will be charged $1 per unaccepted item. *Unaccepted items are ones that are stained, torn, pilled, have holes, a strong odor of cigarette smoke or animal/human urine, are overly worn, have broken pieces, non-working zippers, are recalled, items that JBF does not accept, etc.* I understand that my unaccepted items will be available at consignor pickup or if marked for 'donate', donated or discarded at the discretion of the sale owner and will not be held for me.

I understand that while participating in the sale I may be photographed or videographed, and I grant to JBF and its legal representatives and assigns, the irrevocable and unrestricted right to use and publish photographs/videos of me, or in which I may be included, for editorial, trade, advertising, and any other purpose and in any manner and medium; and to alter and composite the same without restriction and without my inspection or approval. I hereby release JBF and its legal representatives and assigns from all claims and liability relating to said photographs/videos.

I am the only person selling under this consignor number. I verify that I am not tagging for multiple consignors under one consignor number.

I represent and warrant the following to be true and correct: I am the owner of the items to be sold, and I have full authority to sell the items offered by me for sale; each item offered for sale by me is clean and sanitized, in good operating condition, and is not defective, broken or damaged in any way. If any item is returned because it is defective, is missing parts, does not work or was improperly tagged, I will not be paid any amount for the sale of that item. I verify that no item I am consigning is the subject of any current, pending or threatened recall notice according to the Consumer Products Safety Commission. Any repaired item was repaired by the original manufacturer or in accordance with the original manufacturer’s warranty program; each item complies with applicable law; and I know of no reason why any item offered for sale by me would cause any injury to another.

I request that JBF Wilkes Barre sell the items I am consigning for the price listed on the bar-coded tags that I have created. I understand that the sale price will be controlled by the printed tag attached to the item at the sale, and not any subsequent changes made in the online tagging system. I understand that if the printed tag includes a star, my item will only be sold at full price; and if there is NO star on the printed tag, my item will be sold at 50% of the tag price during the Half-Price Sale. At the end of the sale, there will be a "75% off Reduced" sale for the team members that help sort the unsold items. Some of my items may/will be sold for 75% off at that time.

I verify that I have no hand-written information on any tags.

I understand that any unsold items at the end of the sale that have been marked as “Donate” will be pulled to the charity donation area BEFORE pick up. They will NOT be sorted with my things, nor will I be able to reclaim them back once they are in the donation area.

I know when consignor pick-up is. I understand that it is my responsibility to come during this posted time, or send someone in my place and that ALL ITEMS NOT PICKED UP will be immediately donated to the charity. I understand that there will be NO exceptions made or items held for me after pickup ends.

Representations and Warranties
I am the owner of and have carefully inspected the items that I am consigning. I am aware of the requirements established by the Consumer Product Safety Improvement Act of 2008 (CPSIA) and related rules and regulations adopted and promulgated by the United States Consumer Product Safety Commission (CPSC). I represent and warrant that the items that I am consigning do not violate the CPSIA or any related rules or regulations adopted by the CPSC regarding the resale of banned, hazardous or harmful items or products. Specifically, I represent and warrant that the items that I am consigning:

1. Have not been recalled by the CPSC;
2. Do not contain an amount of lead that is prohibited by the CPSIA or the CPSC;
3. Do not contain a concentration of phthalates that is prohibited by the CPSIA or the CPSC;
4. Do not contain flammable materials that are prohibited by the CPSIA or the CPSC;
5. Do not consist of small parts or produce small parts when broken, which could produce a choking hazard;
6. Do not otherwise present a substantial product hazard that has been prohibited by the CPSIA or the CPSC.

I agree to waive relinquish, discharge, release, and covenant not to sue [JBF of Wilkes Barre/Scranton, LLC] (“JBF Franchisee”) and Just Between Friends Franchise Systems, Inc. (“JBF Franchisor”) or any of either entity’s members, officers, directors, agents, employees, and volunteers for any and all claims of injury, damage, or loss that any purchaser of the items I am consigning may have or that may accrue to any purchaser of the items arising out of, connected with, or in any way associated with such consigned items.

I agree to defend, indemnify and hold harmless JBF Franchisee and JBF Franchisor, and any of either entity’s members, officers, directors, agents, employees, and volunteers from and against, without limitation, any and all claims, loss, damages, forfeitures, penalties, liability, actions, suits, costs and attorney fees arising from or related to the items I am consigning, including, but not limited to, any and all claims, loss, damages, forfeitures, penalties, liability, actions, suits, costs and attorney fees arising from or related to violations of the CPSIA or any related rules and regulations adopted by the CPSC, including but not limited to the warranties indicated above.

I acknowledge the contagious nature of COVID-19 and acknowledge there is an unknown risk of exposure to COVID-19 through exposure to contaminated objects, as well as through personal contact. I voluntarily assume the risk that I may be exposed or infected by COVID-19 by participating in a Just Between Friends Consignment Sales Event and that such exposure may result in illness, injury, disability, or death. I understand that the risk of becoming exposed to or infected by COVID-19 may result from the actions, omissions, or negligence of myself and others, including but not limited to Just Between Friends, and Team Members, consignors, and customers of Just Between Friends. I voluntarily assume all the forgoing risks and accept sole responsibility for any injury, illness, damage, loss, claim, liability, or expense of any kind. I acknowledge that I have a responsibility not to attend or participate as a Team Member at any Just Between Friends Consignment Sales Event if I am sick or running a fever or if I or a member of my household have been positively diagnosed with COVID-19. I agree to comply with all COVID-19 safety measures established by Just Between Friends, including but not limited to social distancing and certify that I am abiding by state/local laws regarding COVID-19 restrictions. I hereby release and hold harmless Just Between Friends, its employees, officers and vendors from and against all claims of damages and liability resulting from exposure to COVID-19.

By registering for my consignor waiver, I confirm that: (1) I have read and fully understand this Consignor Agreement and Liability Waiver, including the Representations and Warranties stated above; (2) I agree to and warrant as stated above; and (3) no one has made to me representations, statements, or inducements that change or modify anything written in this Consignor Agreement and Liability Waiver.