INDEPENDENT CONTRACTOR AGREEMENT.
This Independent Contractor Agreement (hereinafter referred to as “Agreement”) is made on ___________________ between ____________________, ____________________, and ______________ (hereinafter referred to as the CEO, COO and Director of Sales respectively, together referred to as the “Contractors”) and _________________ (hereinafter referred to as the “Company”). Together referred to as the “parties”.
The parties herein agree to be legally bound by the following terms; –
- Services.
The parties herein agree that the contractors will render advice and other services agreed upon by the parties.
- Compensation.
Parties agree that as consideration for the services to be provided by the Contractors and other obligations, the Company will pay 10% of the Sales to be paid to the Contractors within 15 days from the date of receipt of payment by the client.
The parties agree that any and all leads whether directly or indirectly tabled by the contractors that lead to an agreement of business with the prospect within 9 months is considered a Commissionable deal.
Payments will be made electronically to the Contractors. Parties agree that Sales Commission will be paid irrespective of if the Contractors are still working with the Company or if the Company sold.
Parties also agree the Contractors will be given equity as follows; –
- CEO – 10%
- COO – 4%
- Director of Sales – 10%
The Equity shall be given in lieu of direct monthly compensation.
Parties agree that there will be no superseding class of shares that can be added without all members’ approval. Additional equity will accrue over time
- Term.
This Agreement shall be for five (5) years beginning on the date of signing this Agreement.
- No Authority.
The Contractors agree and acknowledge that they do not have the authority to enter into contracts or negotiations that bind the Company without the prior written consent of the Company to do so.
- Anti-dilution.
The parties agree that Contractors (i.e., CEO, COO, and Director of Sales) cannot be diluted unless the Founders have been diluted first, then the Contractors can be diluted with the option of them buying additional shares at 1/2 the current valuation.
Parties agree to veto rights to approve any subsequent equity issuance or any other class of shares.
Parties agree that there can be no dilution without approval from all the shareholders.
- Records And Reports.
The Contractors shall have access to the books of account and records for the Company to ensure that 10% of gross sales are being met.
The books of account and all records shall be accessible for inspection at any regular business working hours.
- Intellectual property.
All ideas, inventions, improvements, methods, processes, and any other forms of intellectual property that the Contractors conceive or develop during the performance of this Agreement will be the sole and exclusive property of the Company.
- Confidentiality.
A party may obtain access to information related to the other party’s business that the party considers to be confidential. The parties agree to hold all confidential information in strict trust and confidence, not use or permit others to use the confidential information not agreed in the agreement, not to disclose the confidential information to third parties without the prior written consent of the other party.
- Limitations.
In no event will the Company be liable for any consequential direct or indirect damages, losses, lawsuits whether in contract or tort or otherwise arising from and in relation to the performance of this agreement.
- Non-Solicitation.
The Contractor agrees that during the performance of this agreement and six (6) months after termination, they will not interfere with the development of the business by soliciting or hiring an employee of the Company.
- Indemnification.
The Contractors will indemnify and hold harmless the Company and its employees from and against any liabilities, damages, or costs arising from or in relation to any breach of the terms herein.
- Warranties.
The Contractors warrant that the services will not infringe any intellectual property of any person and they will comply with all the laws in performing their obligations under this agreement.
- Termination.
The parties herein may terminate the terms of this Agreement by issuing a prior 30 days written notice to the other party for reasons which include but are not limited to gross misconduct.
- Governing Law.
This Agreement shall be interpreted and governed by the laws of the state of New Jersey.
- Dispute Resolution.
In case of a dispute between the parties in regards to the duties and obligations under this agreement, the parties shall in good faith participate in mediation to resolve the dispute. If mediation fails, parties shall refer the matter to Arbitration in accordance with the laws of New Jersey.
Each party shall bear its costs for arbitration.
- Relationship.
The relationship between the parties shall be that of an independent contractor.
- Severability.
If any provision under this agreement is deemed invalid or unenforceable, the same shall be severed from the agreement and the remaining provisions shall remain in full force and effect.
- Amendments.
Any provision of this agreement may be amended with written signed consent by both parties.
- Waiver.
Any failure by a party to enforce a breach of any term herein shall not be construed to be a waiver of the right to enforce any subsequent breach.
- Entire Agreement.
This agreement constitutes the entire agreement between the parties and supersedes any prior agreement whether oral or written.
IN WITNESS HEREOF, the parties have executed this Agreement on the date indicated herein-below; –
The COMPANY.
Signature: ________________________
Name: ___________________________
Title: ____________________________
Date: ____________________________
The CONTRACTORS.
Signature: _______________________ _______________________ _________________
Name: __________________________ _______________________ _________________
Date: ___________________________ _______________________ __________________
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