XXX, LLC CONTRACTOR ENGAGEMENT AGREEMENT
This AGREEMENT (this “Agreement”) is made and entered into as of [insert date] (the “Effective
Date”), by and between XXX LLC, (“XXX LLC”) whose place of business is [insert
address], and [insert name of the Sales Manager] whose address is at [insert address]
(“Contractor”). Each of XXX LLC and Contractor are sometimes referred to individually as a
“Party” or collectively as the “Parties.”
RECITALS
A. XXX LLC is a company that [insert description of what your company does], and
wishes to engage the services of the Contractor; and
B. Contractor has agreed to provide certain services to XXX LLC on the terms set forth
in this Agreement.
Therefore, the Parties agrees as follows:
AGREEMENT
1. ENGAGEMENT; SERVICES
XXX LLC hereby engages Contractor to provide, during the Term, (as defined in Section 3,
below) the services set forth herein below: (collectively, the “Services”).
The Contractor is required to do and complete the following:
a. Engage in Sales team building on behalf of XXX LLC
b. Sales team management
c. Strategic sales planning
d. Objectives setting
e. Performance monitoring
f. Sales reports presentation
g. Identifying emerging markets and market shifts
h. [insert a description of the services that the Contractor is supposed to provide for you]
During the Term, Contractor agrees to devote such efforts and time as is reasonably required to
fulfill Contractor’s duties in connection with the Services, to provide the same in a diligent and
conscientious manner and to the best of Contractor’s ability, in accordance with applicable law,
and the terms and conditions provided in this Agreement.
2. COMPENSATION; EXPENSES
(a) Fee. As consideration for the Services, XXX LLC shall pay Contractor, $500 a month and
a commission of 1.5% of the sales each sales representative delivers to XXX LLC. This
amount will be paid directly to the contractor’s account [insert details including account number
of the contractor’s bank]
(b) Business Expenses.XXX LLC shall reimburse Contractor for all reasonable, out-of-pocket
business expenses actually incurred by Contractor during the Term in performing the Services;
provided, that (i) any such expense is pre-approved by XXX LLC, and (ii) Contractor submits
to XXX LLC appropriate supporting documentation for all such expenses in accordance with
XXX LLC’ policies and procedures.
(c) Tax Matters. XXX LLC and Contractor agree that Contractor shall be treated as an
independent Contractor, and not as an employee of XXX LLC, with respect to the Services
performed hereunder. All fees payable to Contractor hereunder shall be paid in full, without any
withholding, deduction, or offset of any Federal, state, or local income taxes, employment taxes,
or other withholdings, except to the extent XXX LLC reasonably determines that any such
withholdings, deductions, or offsets are required by applicable law. Contractor hereby covenants
and agrees that Contractor shall be solely responsible for all income taxes, payroll taxes, and
other withholdings (both employer and employee portions) with respect to all fees paid by
XXX LLC hereunder, and agrees to indemnify and hold XXX LLC harmless from and
against any and all loss, liability, claim, cause of action, suit, fine, damage, judgment, cost or
expense (including reasonable attorneys’ fees) arising out of or in connection with any tax
liability or other tax obligations relating to payments made to Contractor pursuant to this
Agreement, including, without limitation, any such taxes and withholdings imposed as a result of
any claim or determination by any taxing authority or otherwise that Contractor is not an
independent Contractor with respect to the services performed hereunder.
3. TERM
(a) Term. The Engagement shall be for a 1-year period commencing on [insert commencement
date] and ending on [insert end date], renewable, unless terminated in accordance with Section
3 (i).
(i) Termination. The Engagement may be terminated by: (i) by either party giving 45
days written notice to the other party; or (ii) by the non-breaching Party upon the
occurrence of a breach by the other Party in the performance of its obligations under this
Agreement, which breach (if capable of cure) is not cured to the reasonable satisfaction
of the non-breaching Party within Five (5) business days after the non-breaching Party
has delivered written notice of such breach to the breaching Party.
(ii) Effect of Termination. In the event the Engagement is terminated or expires, the
provisions of this Agreement, other than those set forth in Section 7(h), shall no longer
have any force or effect. Upon the termination of the Engagement, XXX LLC shall (i)
pay to Contractor, no later than Fifteen (15) days after the date of termination, the
earned, but unpaid portion of the Fee, prorated through the date of termination, and (ii)
shall reimburse Contractor, in accordance with Section 2(b), for all expenses properly
incurred prior to the date of termination.
4. PROPRIETARY RIGHTS
(a) Work.
(i) Definition. All inventions, discoveries, improvements, developments, concepts,
trade secrets, original works of authorship, formulas, work products, drawings, know-how,
designs, algorithms, computer programs, (including, but not limited to, source code, object code
routines, macros, etc.), databases, strategies, processes, procedures, methodologies, and
techniques, and all documentation relating to the foregoing, whether or not patentable or
registrable under copyright or similar laws, which Contractor, alone or jointly, while operating on
XXX LLC behalf and within the scope of Services listed in Clause 1 above, creates,
conceives, develops, reduces to practice, or causes another to create, conceive, develop, or
reduce to practice expressly for XXX LLC, will collectively and individually be referred to as
the “Work.” Notwithstanding the foregoing, the parties acknowledge and agree that any minor
reformulations or minor enhancements of Contractor’s existing products shall not constitute
Work hereunder. Contractor agrees to disclose promptly in writing to XXX LLC all inventions
created, conceived, developed or reduced to practice by Contractor, while Contractor is
operating on XXX LLC behalf and within the scope of Services listed in Clause 1 above.
(ii) Nonassignable Inventions. Notwithstanding any provision of this Agreement to
the contrary, this Agreement does not apply to Work which qualifies fully as a nonassignable
invention under the provisions of applicable law.
(b) Proprietary Rights.
(i) Work Made for Hire. Contractor understands and agrees that (i) to the extent
permitted by law, applicable portions of the Work shall be deemed a “work made for hire”, and
(ii) XXX LLC shall be deemed the exclusive owner of all rights, title and interest in and to such
Work in any and all media, languages, territories and jurisdictions throughout the world, now
known or hereafter devised, including, but not limited to, any and all works of authorship,
copyrights and copyright registrations.
(ii) Assignment. Contractor assigns and transfers to XXX LLC, effective as of the
date of its creation, any and all rights, title and interest Contractor may have or may acquire in
and to the Work (including, but not limited to, any Work not deemed, for whatever reason, to
have been created as a work made for hire), in any and all media, languages, territories and
jurisdictions throughout the world, now known or hereafter devised, including, but not limited to,
any and all inventions, patents, patent applications, copyrights, copyright registrations, trade
secrets, know-how and other intellectual property rights in the Work, and the right to prosecute
and recover damages for all past, present and future infringements or other violations of the
Work.
(iii) Use of the Work. XXX LLC shall have the unrestricted right to use, display,
publish, perform, record, copy, broadcast, transmit, distribute, augment, subtract from, modify,
distort, translate, transfer, combine with other information or materials, create derivative works
based on, sell, or otherwise exploit for any purpose, the Work and any portion thereof, in any
manner or media throughout the world, as XXX LLC may in its sole discretion determine.
Contractor hereby irrevocably waives and assigns XXX LLC any and all so-called moral rights
or “droit moral” Contractor may have in or with respect to any Work. Notwithstanding the
foregoing, nothing contained herein will require XXX LLC to exercise or exploit any of Martha
LLC rights in or to the Work.
(iv) Contractor’s Use of Work. Contractor shall not at any time without XXX LLC
prior written consent, except as required in the performance of Contractor’s responsibilities on
behalf of XXX LLC, (i) reproduce, display, publish, perform, record, broadcast, transmit,
distribute, modify, translate, combine with other information or materials, create derivative works
based on, exploit commercially, disclose, or otherwise use the Work, in any manner or medium
whatsoever; or (ii) disclose or publicize the terms of this Agreement.
(v) Further Documentation. Upon XXX LLC request, Contractor shall, at XXX
LLC expense, promptly execute and deliver to XXX LLC any and all necessary
documentation, including, but not limited to, assignments, declarations for patent applications,
copyright registrations, or such other documents as are necessary to effectuate the purposes of
this Agreement and to vest in XXX LLC ownership of all Work. Contractor hereby irrevocably
appoints XXX LLC as Contractor’s attorney-in-fact with full power to execute, acknowledge,
deliver and record any and all such documents Contractor fails to execute within five (5)
business days after XXX LLC request therefor. This appointment shall be a power coupled
with an interest and is irrevocable.
(c) Proprietary Information.
(i) Contractor agrees to retain in confidence all information relating to XXX LLC, including, but
not limited to, any of XXX LLC proprietary information, technical data, trade secrets, know-
how, research, product plans, products, services, works of original authorship, photographs,
negatives, digital images, software, computer programs, ideas, research, developments,
inventions (whether or not patentable), processes, formulas, technology, designs, drawings,
engineering, hardware configuration information, forecasts, strategies, marketing, finances or
other business information (“Proprietary Information”). Except as is reasonably necessary in the
performance of Contractor’s obligations to XXX LLC, Contractor agrees not to use the
Proprietary Information. Notwithstanding the foregoing, Proprietary Information shall not include
any information that: (A) was in or entered the public domain through no fault of Contractor and
not in violation of this Agreement; or (B) is disclosed to Contractor by a third party legally
entitled to make such disclosure without violation of any obligation of confidentiality. In the event
that Contractor is requested pursuant to, or required by, applicable law or regulation to disclose
any Proprietary Information or any other information concerning XXX LLC, Contractor shall
provide XXX LLC with prompt written notice of such request or requirement in order to enable
XXX LLC (i) to seek an appropriate protective order or other remedy, (ii) to consult with
Contractor with respect to XXX LLC taking steps to resist or narrow the scope of such request
or (iii) to waive compliance, in whole or in part, with the terms of this Agreement. In the event
that such protective order or other remedy is not obtained, or XXX LLC waives compliance, in
whole or in part, with the terms of this Agreement, Contactor shall use commercially reasonable
efforts to disclose only that portion of the Proprietary Information that is legally required to be
disclosed and to ensure that all Proprietary Information that is so disclosed will be accorded
confidential treatment. All right, title and interest in and to the Proprietary Information will remain
the exclusive property of XXX LLC. Nothing in this Agreement will be construed to grant
Contractor any rights to or license under the Proprietary Information or under any related patent,
patent application, trademark, copyright, know-how, or other intellectual property of XXX LLC.
(ii) Nature of Proprietary Information. Contractor acknowledges and agrees that the Proprietary
Information protected by this Agreement is of a special, unique, unusual, extraordinary and
intellectual character that money damages would not be sufficient to avoid or compensate for
the unauthorized use or disclosure of the Proprietary Information or the breach of the covenants
herein; and that specific performance, injunctive relief, and other equitable relief would be
appropriate to prevent any actual or threatened use or disclosure of the Proprietary Information
or breach of the covenants herein. Contractor also acknowledges that the interests of XXX
LLC in and to its Proprietary Information may be irreparably injured by disclosure of such
Proprietary Information. The remedies stated above may be pursued in addition to any other
remedies available at law or in equity for breach of this Agreement, and the Contractor agrees
to waive any requirement for the securing or posting of any bond or other security in connection
with such remedy. Should litigation be instituted to enforce any provision hereof, the prevailing
party will be entitled to recover all costs, including, without limitation, reasonable legal fees, cost
of investigation and cost of settlement.
(iii) Return of Proprietary Information. XXX LLC may elect at any time to terminate further
access to its Proprietary Information. Upon request, Contractor will return to XXX LLC all
Proprietary Information in any form and promptly destroy any and all material or information
derived from the Proprietary Information, including any copies, electronic embodiments and
notes thereof.
(iv) Non-Solicitation. During the Term and for one (1) year thereafter, Contractor shall not
encourage or solicit any employee, independent contractor, vendor, or client of XXX LLC to
leave or terminate its relationship with XXX LLC for any reason.
5. REPRESENTATIONS AND WARRANTIES OF CONTRACTOR
Contractor represents and warrants to XXX LLC that (i) Contractor has the legal capacity to
execute, deliver and perform this Agreement, (ii) this Agreement is a valid and binding
agreement and is fully enforceable against Contractor, (iii) Contractor is not a party to any
agreement that would prevent his entering into this Agreement or performing his obligations
hereunder, (iv) Contractor’s performance of this Agreement will not breach any confidentiality or
other agreement, with any former employer or other third party, to which Contractor is bound, (v)
in performing the Services, Contractor shall not make any unauthorized use of any confidential
or proprietary information of any other person or entity, and (vi) Contractor has not previously
granted, pledged, or made any other disposition to any person or entity, or any right, title or
interest in or to the Work, and shall not make sure any disposition to any person or entity other
than XXX LLC.
XXX LLC represents and warrants to Contractor that (i) XXX LLC has the legal capacity to
execute, deliver and perform this Agreement, (ii) this Agreement is a valid and binding
agreement and is fully enforceable against XXX LLC, (iii) XXX LLC is not a party to any
agreement that would prevent it from entering into this Agreement or performing its obligations
hereunder.
6. INDEMNIFICATION
Each Party (an “Indemnifying Party”) shall indemnify and defend the other Party and its affiliates
and their respective successors and assigns, and each of their respective officers, directors,
partners, managers, employees, stockholders, members, Contractors, attorneys, accountants,
representatives, and agents (collectively, the “Indemnified Parties”), in respect of, and hold them
harmless against, any and all claims, demands, causes of action, actions, proceedings,
judgments, debts, obligations, liabilities, damages, fines, fees, penalties, interest obligations,
taxes, deficiencies, losses, costs and expenses (including, without limitation, amounts paid to
enforce the provisions of this Section 5 and amounts paid in settlement, interest, court costs,
costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other
experts, and other expenses) (collectively, “Damages”) incurred or suffered by any of the
Indemnified Parties arising out of, resulting from, relating to, or constituting (a) any fraud,
misrepresentation or breach of any provision of this Agreement (including, but not limited to, the
representations and warranties) by the Indemnifying Party, or (b) any gross negligence or willful
misconduct by the Indemnifying Party. In addition, and notwithstanding the foregoing,
Contractor shall reimburse and indemnify XXX LLC and hold XXX LLC harmless against
any and all Damages incurred by XXX LLC in connection with or arising out of (i) Contractor’s
breach of any of Contractor’s warranties, representations, or obligations set forth herein, or (ii)
any claim by a third party that the Work, or any portion thereof, infringes or otherwise violates
any intellectual property, privacy, or other rights of such party.
7. INDEPENDENT CONTRACTOR; NO AGENCY
XXX LLC and Contractor agree that Contractor will perform the Services as an independent
Contractor, retaining reasonable control over and responsibility for Contractor’s own operations.
Contractor shall control the time, manner and place of performance of the Services. Without
limiting the foregoing, Contractor acknowledges and agrees that Contractor shall not have any
right to any compensation or benefits that XXX LLC grants its employees, including, without
limitation, any salary, pension, stock, bonus, profit sharing, insurance of any kind, health or
other benefits that are available to employees of XXX LLC. In addition, Contractor shall not
use any sub-Contractors to perform the Services hereunder and Contractor may not delegate
any of his duties hereunder. Contractor will not be considered an employee or agent of Martha
LLC as a result of this Agreement, nor will Contractor have the authority to contract in the name
of or bind XXX LLC based on the consulting relationship established hereunder.
8. MISCELLANEOUS
(a) Notices. Any notice or other communication required or permitted hereunder shall be in
writing and shall be deemed to have been given when delivered by hand, within one (1)
business day of facsimile with receipt confirmed, within one (1) business day of transmission by
electronic mail or upon receipt when mailed by United States mail, registered or certified,
postage prepaid, return receipt requested, addressed to the Parties as set forth in the signature
pages hereof. A Party may change or supplement its address for the purposes of receiving
notice pursuant to this Section 7(a) by giving the other Parties written notice of the new address
in the manner set forth above.
(b) Entire Agreement; Modification. This Agreement, including the exhibits attached hereto, (i)
contains the complete and entire understanding and agreement of Contractor and XXX LLC
with respect to the subject matter hereof, (ii) supersedes all prior and contemporaneous
understandings, conditions and agreements, oral or written, express or implied, respecting the
engagement of Contractor in connection with the subject matter hereof, and (iii) may not be
modified except by an instrument in writing executed by a duly authorized representative of
each of XXX LLC and Contractor.
(c) Assignment. Neither party may assign its rights or obligations under this Agreement without
the other party’s express written consent.
(d) Governing Law. This Agreement shall be construed according to the laws of the United
States without regard to conflict of laws provisions thereof. The parties hereby submit to the
jurisdiction of the U.S and agree that courts in US have the sole and exclusive jurisdiction over
any and all disputes and causes of action involving such party that arise out of or relate to this
Agreement or its performance. Should either party bring legal action to enforce its rights under
this Agreement, the prevailing party in such action shall be entitled to recover from the losing
party its reasonable attorneys’ fees and costs in addition to any other relief to which such party
is entitled.
(e) Severability. If any provision of this Agreement is declared by any court of competent
jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions
of this Agreement, which shall be fully severable, and given full force and effect.
(f) Attorneys’ Fees. In the event that there has been a breach of any provision of this Agreement
by any Party, the other Party will be entitled to recover its reasonable costs and attorneys’ fees
in any legal proceeding to enforce the terms of this Agreement.
(g) Counterparts. This Agreement may be executed in counterparts and delivered by facsimile
or electronic transmission, each of which shall be deemed an original, but all of which, together,
shall constitute one and the same instrument.
(h) Survival. The provisions of Sections 2(c), 3, 4, 5, 6, 7 and 8 shall survive any termination or
expiration of the Engagement. The termination or expiration of the Engagement shall not
adversely affect the rights or obligations of the Parties to the extent accrued prior to such
termination or expiration.
(i) Further Assurances. Each Party shall take all actions and execute all documents reasonably
necessary to effectuate the purposes and intents of this Agreement.
(j) Beneficiaries. The benefits of this Agreement shall inure to the Parties, their respective
successors and permitted assigns, and the obligations and liabilities assumed in this Agreement
by the Parties shall be binding upon their respective successors and permitted assigns.
IN WITNESS WHEREOF, the Parties have executed this Agreement as a deed as of the day
and year first above written.
EXECUTED on behalf of XXX LLC by:
1. ………………………………………………
Signature
………………………………………….
EXECUTED on behalf of CONTRACTOR by:
1. ………………………………………………
Signature
……………………………………….
[Contractor]
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