INDEPENDENT CONTRACTOR AGREEMENT

INDEPENDENT CONTRACTOR AGREEMENT

THIS AGREEMENT is hereby entered into on this ………………day of XXX Two Thousand and Twenty-Three.

BETWEEN

  1. XXX Inc, founded by XXX, a company registered in the state of XXX with its principal place of business at [Company Address], hereinafter referred to as the (“Company”)

AND

  1. “XXX with XXX as the designated signee with an address at [Contractor Address], shall hereinafter be referred to as the (“Contractor”). Collectively, they are referred to as the (“Parties”)
  2. SCOPE OF SERVICES:

3.1 Contractor agrees to provide services (“Services”) related to signing up individuals for healthcare insurance policies within the state of XXX commencing on August XXX, 2023, and concluding on August XXX, 2024.

3.2 Contractor shall use best efforts to actively engage potential healthcare insurance customers, providing accurate and reliable information about available policies and assisting with the enrollment process.

  1. TERM:

4.1 The term of this Agreement shall commence on August XXX, 2023, and shall continue until August XXX, 2024, unless terminated earlier as outlined herein.

4.2 After a minimum period of 60 days from the Effective Date, both Parties may enter into negotiations to review and potentially adjust the terms of this Agreement.

  1. COMPENSATION:

5.1 Contractor shall be compensated based on the location of the lead as follows:

 

  1. For each valid lead gathered within the state of XXX, Contractor shall receive a compensation of $50.00.
  2. b) For each valid lead gathered in any state outside of XXX, Contractor shall receive a compensation of $40.00.

5.2 Payment shall be made for leads meeting the Company’s criteria and shall be processed through direct wire transfer to Contractor’s designated bank account.

5.3 Contractor shall maintain accurate records of all leads generated and promptly provide these records to the Company upon request.

  1. WORK SCHEDULE:

6.1 The work week shall encompass the interval from Wednesday to Tuesday, and the Contractor shall be required to allocate their effort and time during this period to the satisfactory completion of the assigned tasks.

6.2 The Company shall effect payment for valid leads via direct wire transfer to the Contractor’s designated bank account. Payment shall be executed by 12:00 noon on the Saturday following the conclusion of the work week.

  1. LOCATION OF SERVICES:

7.1 The Services shall be predominantly rendered within the geographical boundaries of the state of XXX. However, the Company may, on an exceptional basis, request Contractor to provide Services outside of XXX for strategic reasons.

  1. PROHIBITION OF FRAUDULENT ACTIVITIES:

8.1 The Contractor expressly acknowledges and agrees not to engage in any fraudulent or unlawful activities during the course of their services for COMPANY.

8.2 The Contractor shall not utilize copyrighted materials, templates, or any intellectual property belonging to other companies without obtaining proper authorization and adhering to applicable laws.

8.3 The Contractor is strictly prohibited from gathering leads for any entity other than the Company during the entire term of this Agreement.

  1. CONFIDENTIALITY:

9.1 The Contractor acknowledges that during the engagement, they will access sensitive and proprietary information owned by the Company. This includes customer data, pricing structures, strategic initiatives, and other confidential information.

9.2 The Contractor commits to maintaining the highest level of confidentiality for this information. They will not disclose it to third parties without prior written consent from the Company.

9.3 If any unauthorized access or disclosure occurs, the Contractor will promptly inform the Company.

9.4 The obligation to keep the Confidential Information confidential extends beyond the termination of this Agreement.

9.5 Upon the Agreement’s termination or at the Company’s request, the Contractor will return or destroy all documents and materials containing Confidential Information.

9.6 There are legal exceptions where disclosure may be required; however, the Contractor will notify the Company to allow them to seek remedies.

9.7 Breach of confidentiality could cause irreparable harm, allowing the Company to seek injunctive relief.

  1. INDEPENDENT CONTRACTOR STATUS:

10.1 Independent Contractor Classification: Both parties acknowledge and agree that the Contractor’s engagement under this Agreement establishes an independent contractor relationship, and not an employer-employee relationship.

10.2 Taxation and Statutory Obligations: The Contractor shall be solely responsible for all taxes, social security contributions, insurance, and other statutory obligations arising from the compensation received under this Agreement. The Company shall not withhold any taxes on behalf of the Contractor.

  1. TERMINATION:

11.1 Either party may terminate this Agreement by providing written notice to the other party. Termination shall be effective upon receipt of such notice, unless a later date is specified in the notice.

11.2 In the event of termination, the Contractor shall promptly return to the Company any and all Company property, materials, and documents in their possession.

11.3 Termination of this Agreement shall not affect any rights or obligations that, by their nature, should survive termination, including but not limited to confidentiality, indemnification, and payment for services rendered.

11.4 In the event of termination, any outstanding payments owed to the Contractor for valid leads generated prior to termination shall be processed according to the payment terms.

11.5 If the termination is due to a material breach of this Agreement by the Contractor, the Company reserves the right to seek legal remedies, including but not limited to recovering damages caused by the breach.

11.6 Upon termination, the Contractor shall provide a final report of all leads generated and any other deliverables, as applicable, to the Company.

  1. DISPUTE RESOLUTION:

12.1 In the event of any dispute arising out of or relating to this Agreement, the Parties agree to first attempt to resolve the matter amicably through mediation. If mediation does not result in a resolution, the dispute shall be settled through binding arbitration in accordance with the rules of the American Arbitration Association. The costs of mediation and/or arbitration shall be borne by the party initiating the dispute.

  1. GOVERNING LAW AND JURISDICTION:

13.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of XXX, without regard to its conflict of law principles.

13.2 Jurisdiction: Any legal action or proceeding arising under or in connection with this Agreement shall be brought exclusively in the courts of the State of XXX and the parties hereby submit to the personal jurisdiction of such courts.

  1. INDEMNIFICATION:

14.1 The Contractor unconditionally undertakes to indemnify, defend, and hold harmless the Company against any and all claims, liabilities, damages, or expenses arising as a direct or indirect consequence of the Contractor’s actions, omissions, or non-compliance in connection with the performance of the Services, inclusive of any potential infringement of copyrights or perpetration of fraudulent activities.

  1. ENTIRE AGREEMENT:

15.1 This Agreement constitutes the entire understanding between the parties, supersedes all prior discussions, negotiations, and agreements, whether written or oral, relating to the subject matter herein.

  1. SEVERABILITY:

16.1 If any provision of this Agreement is held to be invalid or unenforceable under applicable law, such provision shall be deemed stricken while the remaining provisions shall continue in full force and effect.

  1. AMENDMENT AND WAIVER:

17.1 Any amendment or modification to this Agreement shall be valid only if executed in writing and duly signed by both parties. The waiver of any breach or default under this Agreement shall not constitute a waiver of any subsequent breach or default.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

Signed by or on behalf of:

THE UNDERSIGNED HAVE READ, FULLY UNDERSTOOD AND BY SIGNING

COMPANY                                                       CONTRACTOR

NAME:                                                           NAME:

XXX INC                               XXX MARKETING

SIGNATURE:                                          SIGNATURE:

________________________                 ________________________

FOUNDER:                                           SIGNEE:

XXX                               XXX                

DATE:                                                 DATE:

________________________                 ________________________

 

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