INDEPENDENT CONTRACTOR NON-DISCLOSURE AGREEMENT.

INDEPENDENT CONTRACTOR NON-DISCLOSURE AGREEMENT.

This independent contractor Agreement (hereinafter referred to the “Agreement”) is made between _______________________ (hereinafter referred to as “The Company”) and ______________ (hereinafter referred to as the “Independent Contractor”). The parties agree as follows; –

1. Services.

The Company has engaged the Independent Contractor for the following services; –

1. _________
2. _________
3. Term.

The parties herein agree that the terms of this Agreement shall exist throughout the provision of the services herein and after the termination of this Agreement.

3. Payment.

The parties agree to the following payment terms; –

1. Payments will be made bi-weekly.
2. Solar Canvasser / Appointment setters will be paid according to the Solar Canvasser Appointment Setter Commission Agreement.
3. Solar Sales Consultants will be paid according to the Solar Sales Consultant Commission Agreement.

At any time and our sole discretion, the Company may modify the terms of the commission agreement.

4. Confidential Information.

Parties herein agree that Confidential information is proprietary information relating to the Company’s business, including but not limited to business and financial records, intellectual property, proprietary data, and any other information that is disclosed, will affect the business of the Company.

The Company and Independent Contractor agree that all trade secrets and confidential information disclosed to the Independent Contractor during this relationship will be kept strictly confidential and will further provide means to ensure complete protection to the Company should a question of unauthorized use or disclosure of such information arise.

The Independent Contractor agrees that the Confidential Information is of extreme value to the Company and would cause irreparable harm to the Company if disclosed to other persons or utilized by the Independent Contractor or the Independent Contractor’s agents for unauthorized purposes.

5. Non-Disclosure.

Without the prior written consent of the Company, the Independent Contractor agrees and undertakes not to; –

1. Disclose any confidential information to any third party;
2. Make any copies and distribute any document regarded as Confidential Information;

6. Non-Defamation

Each Party agrees to refrain from (and the Company shall take reasonable steps to cause its officers and directors to refrain from), either directly or indirectly in public or private, in any manner or in any medium whatsoever, deprecate, impugn or otherwise make any comments, writings, remarks or other expressions that would, or could be construed to, defame the other party, or either of their reputations. Nor shall either party assist any other person, firm or company in so doing.

7. Intellectual Property.

The Company has the following intellectual properties; – the Company name, the Company Logo and Slogan “Discover Energy Independence,” and the Company proprietary software or applications which are copyrighted and trademarked.

8. Dispute/Conflict Resolution.

In the event of a dispute between the parties herein, the parties shall first attempt to resolve the dispute as follows; –

• On an informal basis – The party referring the matter to mediation shall issue a written notice to the other party that includes a description of the issue in dispute and a proposed resolution. 

The dispute notice shall include sufficient details regarding the dispute and the proposed resolution as reasonably required to enable the other party to evaluate the dispute and the proposed resolution and respond thereto. 

Upon receipt of a dispute notice, the receiving party, if so desires, shall give 14 days to deliver its dispute, reply to the first dispute notice, and specify additional conflicts if any. 

After the second dispute notice is delivered or upon expiration of the 14 days period, whichever occurs first. 

The parties shall promptly schedule one or more meetings to discuss and attempt to resolve all disputes in the dispute notice(s) in good faith. such meetings shall be attended by the parties or their representatives with full authority to settle the dispute.

• Mediation – If the parties in the dispute cannot resolve the dispute within 30 days of the dispute notification deadline, either party may deliver a mediation notice requesting the outstanding dispute be subject to a non-binding mediation conducted by RCBA Dispute Resolution Service Inc. 

The mediation shall be conducted in one or more sessions at the offices of the or such other location as may be agreed upon by the parties.

The costs of mediation shall be evenly split between the parties.

9. Governing Law.

This Agreement shall be governed and construed in accordance with the laws of the State of California.

10. Termination.

The parties herein agree that the terms in this Agreement may be terminated at any time by the Company or the Independent Contractor through a written notice to the other party of its intent to terminate this Agreement. Such termination may be made with or without cause. 

One day after such notice is sent, the parties shall continue to act toward each other in good faith.

Reasons for termination may include; –

1. Improper use of the Company resources.
2. Misrepresenting the Company.
3. Unfavorable online customer review.
4. Absence from work without notifying the Company.

11. Relationship.

The relationship between the parties herein is that of an Independent Contractor. Nothing in this Agreement shall be construed as a partnership, joint venture, or employee. 

12. Severability.

If any part of this Agreement is deemed invalid or unenforceable, the same shall be severed from this Agreement, and the remaining provisions shall continue to be in effect.

13. Waiver.

The failure of any party to exercise any right or provision of this Agreement shall not be a waiver of any prior or subsequent rights.

14. Assignment.

The parties herein may not assign or transfer their rights or obligations under this Agreement without the parties’ prior written consent.