INDEPENDENT CONTRACTOR AGREEMENT

February 25, 2024

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the “Agreement”) is entered into and made effective as of [date], by and between VVVV a Delaware Corporation having its principal place of business is [address] (“Company”), and [Sales Executive’s Name], an individual residing inVVVV, BBBB and whose address for the purposes of this agreement is at [address] (“Sales Executive”).

RECITALS

WHEREAS, the Company is engaged in the business of providing Digital Signages (SAAS).

WHEREAS, the Company desires to engage [Sales Executive Name] (“Sales Executive”), an independent contractor, to provide sales and business development services to the Company in accordance with the terms and conditions set forth in this Agreement.

WHEREAS, Sales Executive desires to provide such services to the Company.

WHEREAS, the parties acknowledge that Sales Executive will be an independent contractor and not an employee of the Company, and that Sales Executive will perform the services as an independent contractor and not as an agent or representative of the Company.

WHEREAS, Sales Executive represents and warrants that he has the necessary skills, qualifications, and experience to provide the services to the Company, and that he will perform the services in a professional and workmanlike manner.

WHEREAS, The Company and Sales Executive desire to set forth the terms and conditions of their agreement in writing.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

  1. Services
    • The Company hereby engages the Sales Executive to provide sales services to the Company, which shall include, but not be limited to, the following services:
      • selling and promoting the Company’s Digital Signage (SaaS) product to potential customers, as directed by the Company from time to time.
  1. Term
  • The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party upon fifteen (15) days’ written notice to the other party.
  1. Independent Contractor Status
  • Sales Executive acknowledges and agrees that he/she is an independent contractor, and not an employee, partner, or agent of the Company. Sales Executive further acknowledges and agrees that he/she is not entitled to any benefits provided by the Company to its employees, including but not limited to health insurance, vacation, or sick leave.
  • Sales Executive agrees that he/she will be responsible for obtaining and paying for any necessary insurance, including but not limited to general liability, professional liability, workers’ compensation, disability, and health insurance. Sales Executive acknowledges that he/she will not be covered by the Company’s workers’ compensation insurance policy, and agrees to waive any right to make a claim under such policy.
  • Sales Executive acknowledges that he/she will not be eligible to participate in any employee benefit plans, programs, or arrangements of the Company, including but not limited to retirement plans, stock option plans, or bonus plans.
  • Sales Executive agrees that he/she will be responsible for paying all taxes, including but not limited to federal and state income taxes, self-employment taxes, and social security taxes, that may be due as a result of the compensation paid to him/her under this Agreement. Sales Executive acknowledges that the Company will not withhold any taxes from the compensation paid to him/her under this Agreement, and agrees to indemnify and hold the Company harmless from any liability for any taxes or penalties assessed against the Company as a result of Sales Executive’s failure to pay such taxes.
  1. Non-Compete
  • During the term of this Agreement and for a period of six (6) months thereafter, the Sales Executive agrees that any clients he/she brings to the Company shall be considered the sole property of the Company. The Sales Executive further agrees not to directly or indirectly solicit or approach any such clients for a similar service during the term of this Agreement and for a period of six (6) months thereafter
  • Sales Executive acknowledges and agrees that the Company has invested substantial time, effort, and resources in developing its business and its products and services, and that the Company’s goodwill and customer relationships are valuable assets of the Company. Sales Executive further acknowledges and agrees that his/her services to the Company are unique and that he/she will have access to confidential information and trade secrets of the Company. Therefore, Sales Executive agrees that the non-compete restriction is necessary to protect the Company’s legitimate business interests, including but not limited to its customer relationships, goodwill, and confidential information.
  • During the Non-Compete Period, Sales Executive agrees not to directly or indirectly own, manage, operate, consult with, or participate in the ownership, management, operation, or control of any business that competes with the Company’s business, or that provides products or services that are similar to or competitive with the Company’s products or services. Sales Executive further agrees not to solicit, directly or indirectly, any of the Company’s customers or clients for the purpose of selling products or services that are similar to or competitive with the Company’s products or services.
  • In the event that Sales Executive breaches the non-compete restriction set forth in this section, the Company shall be entitled to injunctive relief to enforce the restriction, as well as any other remedies available under law or equity. Sales Executive acknowledges that a breach of this section may result in irreparable harm to the Company, and agrees that the Company shall be entitled to seek injunctive relief to prevent any actual or threatened breach of this section, in addition to any other remedies available to the Company.
  1. Compensation.
  • The Sales Executive shall be compensated as follows:
    • A base amount of $65,000 per year, payable monthly as an independent contractor, based on the assumption that the Sales Executive will work a minimum of 40 hours per week. If the Sales Executive takes vacation or is unable to work for any reason, the Company will prorate the payment based on the number of hours worked during that period.
    • Commission on monthly recurring revenue (MRR/ARR) generated by the Sales Executive as follows:
      • A 12% commission on MRR/ARR up to $10,000.
      • A 15% commission on MRR/ARR exceeding $10,000.
      • For contracts with annual recurring revenue (ARR) paid upfront, the ARR will be prorated into monthly amounts to calculate the MRR commission. For example, if a client pays $1200 upfront for a 12-month contract, the monthly value of the contract would be $100, and this amount would be added to the monthly quota to determine the commission rate.
      • The Sales Executive shall also receive the following commission rates based on the total sum of settlement:
        • A 10% commission on any amount of the total sum of settlement up to $3 million.
        • A 7.5% commission on any amount of the total sum of settlement exceeding $3 million up to $6 million.
        • A 5% commission on any amount of the total sum of settlement above $6 million.
      • No commission will be paid on hardware devices, installation, or TVs.
      • If the contract with the Sales Executive is terminated, the Company will pay the commission due on the exact month the contract is terminated, but no future commission will be paid, and all commission payments will cease.
  1. Payment Terms
    • The Sales Executive’s Monthly Recurring Revenue (MRR) commissions and Annual Recurring Revenue (ARR) commissions shall be paid on a monthly basis once payment is received from the customer.
    • If the customer has contracted to pay for a full year upfront, the Sales Executive shall receive the 12 months of MRR commissions upfront in the next commission run.
    • Commissions will be issued in the month following the month in which payment is received from the customer.
    • The Company reserves the right to withhold payment of commissions if the Sales Executive is in breach of any of the terms and conditions of this Agreement or if there are any outstanding amounts owed by the Sales Executive to the Company
  2. Quarterly Bonus
    • If the Sales Executive meets or exceeds the monthly sales target set by the Company during the term of this Agreement, which shall be for a period of six (6) months, the Sales Executive shall be eligible for a quarterly bonus, to be discussed and agreed upon after the initial six (6) months of this Agreement. It is understood that if the Sales Executive is terminated by the Company prior to the completion of the initial six (6) months term of this Agreement, the Sales Executive shall not be entitled to any bonus.
  1. Expenses
  • The Sales Executive shall be solely responsible for all expenses incurred in connection with the provision of services under this Agreement. Such expenses shall include, but not be limited to, all travel expenses, including transportation, meals, and lodging, incurred in connection with the Sales Executive’s performance of services under this Agreement.
  • The Company shall have no obligation to reimburse the Sales Executive for any such expenses, and the Sales Executive acknowledges and agrees that he/she shall not be entitled to seek reimbursement for any expenses from the Company, whether directly or indirectly, including under any circumstances where such expenses may be deemed necessary for the Sales Executive to carry out his/her duties under this Agreement.
  • The Sales Executive shall maintain complete and accurate records of all such expenses and shall provide such records to the Company upon request.

 

  1. Independent Contractor’s Obligations:
    • The Independent Contractor shall perform the Services in a timely, professional, and workmanlike manner, consistent with industry standards and practices.
    • The Independent Contractor shall use its best efforts to further the interests of the Company, and shall take all reasonable steps to ensure that the Services are provided in a manner that is in keeping with the highest professional standards.
    • Without limiting the generality of the foregoing, the Independent Contractor shall ensure that all work is performed with due care and diligence, and that all Services are provided in accordance with the specifications and requirements set forth in this Agreement.
    • The Independent Contractor shall also ensure that all work is performed in compliance with all applicable laws, regulations, and professional standards, and that all necessary permits and licenses are obtained prior to the commencement of any Services.
    • The Independent Contractor shall promptly notify the Company of any changes or issues that may affect the performance of the Services, and shall take all reasonable steps to remedy any such changes or issues in a timely manner.
    • The Independent Contractor shall also provide the Company with periodic progress reports, as requested by the Company, and shall cooperate fully with the Company in all matters relating to the provision of the Services.

 

  1. Equipment and Materials:
    • The Independent Contractor shall provide, at its own expense, all necessary equipment and materials required to perform the Services.
    • The Company shall provide the Independent Contractor with access to its email and software as needed to perform the Services.

 

  1. Ownership:
    • All work product, including but not limited to software, documents, reports, presentations, and other materials developed or created by the Independent Contractor in connection with the provision of the Services, whether or not completed or fully developed, shall be the sole property of the Company.
    • The Independent Contractor hereby assigns to the Company all right, title, and interest in and to such work product, including any copyrights, patents, trade secrets, or other intellectual property rights therein.
    • The Independent Contractor agrees to take all necessary steps, including executing any documents or instruments, to vest in the Company the full and complete ownership of all work product, and to assist the Company in obtaining and enforcing any intellectual property rights related thereto.
    • The Independent Contractor further agrees that it will not use any work product, or any intellectual property rights related thereto, for any purpose other than the provision of the Services under this Agreement, without the express written consent of the Company.
    • The Independent Contractor shall also promptly deliver to the Company all work product, including any and all copies thereof, upon termination or expiration of this Agreement.
    • The obligations of the Independent Contractor under this Section shall survive the termination or expiration of this Agreement.

 

  1. Governing Law and Dispute Resolution:
    • This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles of conflicts of law.
    • In the event of any dispute arising out of or relating to this Agreement, the parties shall first attempt to resolve such dispute through good faith negotiations. If the parties are unable to resolve the dispute within 30 days of the initial notice of dispute, either party may initiate mediation proceedings.
    • Mediation shall be conducted by a mediator mutually agreed upon by the parties. The mediator’s fees and expenses shall be shared equally by the parties. The parties agree to participate in the mediation in good faith and to share all relevant information with the mediator.
    • If the parties are unable to resolve the dispute through mediation within 30 days after the mediation is initiated, either party may submit the dispute to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall take place in Ney York, and the decision of the arbitrator shall be final and binding on the parties.
    • The prevailing party in any dispute arising out of or relating to this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs incurred in connection with the dispute.
    • Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or stop any breach or threatened breach of this Agreement.

 

  1. Confidentiality:
    • The Independent Contractor acknowledges that during the term of this Agreement, the Independent Contractor may be entrusted with confidential information relating to the Company’s business, including but not limited to customer lists, financial information, business plans, trade secrets, and other proprietary information (the “Confidential Information”).
    • The Independent Contractor agrees to keep all Confidential Information strictly confidential and not to disclose any Confidential Information to any third party without the prior written consent of the Company, except as may be required by law or legal process.
    • The Independent Contractor acknowledges and agrees that any breach of this Section 11 may cause irreparable harm to the Company for which damages may not be an adequate remedy, and therefore, the Company shall be entitled to injunctive relief in addition to any other remedies available to it.

 

  1. Notices:
    • Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed given upon delivery when delivered in person, or by electronic mail, or upon receipt when mailed by first-class certified mail, return receipt requested, postage prepaid, addressed to the Company or to the Independent Contractor at the addresses set forth above, or at such other addresses as the Company or the Independent Contractor may designate in writing from time to time.

 

  1. Entire Agreement:
    • This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements, whether oral or written.
    • This Agreement may be executed in counterparts and may be modified only in writing signed by both parties.

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written

 

/s/_________________________

[CrownTv Representative]

Title: ______________________

Date: ______________________

 

 

/s/_________________________

[Sales Executive Name]

Date: ______________________

 

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