Engagement of Representative.
The Company hereby engages the Representative as sales person to market and solicit orders to serve in the Territory (as defined in Section 1.3 below). The engagement of the Representative shall be as an independent contractor and not as an employee, agent, subsidiary or corporate affiliate of the Company and shall be for the Term as defined in Section 1.2 below unless earlier terminated pursuant to the terms of this Agreement. The Representative hereby accepts such engagement.
The term of the engagement (the “Term”) shall be enduring unless either the Company or the Representative gives the other party written notice of its intention to terminate this Agreement for cause delivered to such provided that this Agreement has not been earlier terminated pursuant to the terms hereof.
The Representative shall market and solicit orders for the Services to be provided to prospective customers located in any city in which the the company operates including Nashville TN, Dallas TX, Forth Worth TX, Phoenix AZ, Tucson AZ, Sioux Falls SD, and all future locations (the “Territory”).
The Representative is authorized to use the copyrighted materials, trademarks, trade names and service marks of the Company and its subsidiaries and partnerships solely in connection with the performance of their obligations hereunder in accordance with the policies and procedures established by the Company from time to time provided that nothing contained in this Agreement or otherwise shall effect or be deemed to effect an assignment, license or other grant of the company or any rights of the Company’s in or to such copyrighted materials, trademarks, trade names or service marks or any other intellectual property of the Company.
During the term of this Agreement, the Representative shall not market, solicit the sale of or have an interest, directly or indirectly, in any other Person (except as defined in 2.6) that markets or solicits the sale of, any service that would compete with the Services or otherwise conflict with the best interests of the Company.
The Company understands and agrees that the Representative may (i) appoint other Representatives to market and/or solicit orders for the Services during and after the Term, and (ii) market and/or solicit orders for the Services by itself or through any third party or parties at any time, provided Company approves.
The Representative shall not make any representation or warranty on behalf of the Company other than as authorized in writing by the Company.
The Representative sell only public facing pricing and other terms and conditions as directed by the Company. No deviations shall be made therefrom.
All orders solicited and taken by the Representative shall be submitted to the Company via scheduling software and is subject to cleaning technician availability. Only the Company shall make decisions regarding a customer’s credit. The Representative shall, on request, assist the Company in obtaining credit information relating to customers or prospective customers. All quotations for the Services made by the Representative to customers past, present, or future and all order requests delivered to the Representative must be made expressly within the guidelines set forth by the company.
The Company may, in its sole discretion, cancel any order, either in whole or in part, at any time if company determines an inability to perform for the client is discovered hence relieving the company of all of its obligations with respect to commissions and fees thereto, except for any commissions already due at time of cancellation from payments already made by customer which shall be paid to representative as oulined in section 3.5 below.
Only under the circumstances of 2.3 above may the agent offer or recommend to the customer an alternative solution from a competitor, while holding the Company safe from competition as elsewhere in the contract.
To determine commission amounts and payment timing, representative to be notified of client billing in both amount and date, then subsequent payment of the same. Representative to have full access to commercial information pertaining to payment revenues billed by Company to all customers and intermediary commercial third parties introduced by representative, including but not limited to all situations in section 3.
The Company shall pay a commission to the Representative entered into by the Company with clients obtained primarily through the efforts of the Representative, in accordance with the fee schedule set forth in section 3.5 and 7.1 below.
Company will reimburse Representatives regarding amounts spent by mutual agreement on Company business no later 30 days from date of invoice delivered by email for products and services defined in section 6.
In connection with the Representative’s performance of his duties and obligations, the Company may from time to time during the term of this Agreement furnish the Representative with sales materialls ranging from catalogs, brochures, samples, equipment, software and other items of necessity (collectively the “Sales Materials”) as the Company deems necessary to enable the Representative to solicit orders for the Services. All Sales Materials shall remain the exclusive property of the Company. The Representative shall use such Sales Materials solely for the purpose of soliciting orders for the Services within the Territory and will take all action necessary and appropriate to ensure that no Sales Materials are lost, stolen, destroyed or damaged. If any Sales Material is lost, stolen, destroyed or damaged, the Representative shall be liable to the Company for the cost of replacement of such Sales Materials.
Upon demand by and in accordance with the instructions of the Company, the Representative will, at the Representative’s expense, return to the Company all Sales Materials specified in such demand within 10 days after the date of such demand. The Representative further agrees that, in the event that this Agreement is terminated for any reason (with or without cause), the Representative shall immediately return, at the Representative’s own expense, all such Sales Materials to the Company at its main office or as otherwise directed by the Company.
i. In consideration for the Services to be performed by the Contractor, the Service Provider agrees to pay the following commisions as sales are completed; as defined in section 4:
ii. 7% commissions to future sales of past clients (inclusive of repeat clients); as determined by client history within booking engine,
iii. 10% commissions on sales as a result of working through previously purchased unrealized leads; defined as any realized sale resultant from the use of any Company leads obtained through company driven social media marketing, company website driven lead form capture, or any advertising including google local ads, google ppc (pay-per-click), facebook ads, and all affiliates of the same that did not originally result in a new client.
iv. 15% for all new sales brought the Company by the Representative for any division of the company; defined as any lead resulting in a sale the company did not pay to get, excluding marketing materials provided by company as described in section 3.3 above.
Commissions due the representative are owned by the representative provided they have been serviced (as defined in section 4 below) by the representative.
Payments. Service of a sale shall be defined as negotiation of the sale/contract by Representative, succesful scheduling by Representative, fulfillment of Services by the Company in accordance with company standards policy, payment from the client, and final approval of the Service Provider, not to be unreasonably withheld.
The Representative agrees to be paid on Fridays: (check one) *
for all sales serviced by the representative as described above during the previous pay period which will trail by 5 days. Pay periods to begin SOB (start of business) Monday and end COB (close of business) Sunday.
- Non-Circumvent. Company agrees not to circumvent Representative by communicating or conducting business with Representative’s clients either directly or through other representatives without prior agreement
- Expenses. The Representative shall be:
Responsible for all expenses related to providing the Services under this Agreement; This includes but is not limited to operating costs related to vehicles such as gasoline and vehicle maintenance, operating costs related to self employments such as attire, internet service, and memberships such as Microsoft Office or any other cost similar in nature.
Granted access to all company used software at no expense, provided with marketing material as outlined in section 3.3, given business cards, have access to Company digital phone system at no cost, will be provided with use of all virtual office locations for official company business, and may attend approved sales training classes, courses, and seminars at company expense when mutually agreeable.
- Termination. Notwithstanding anything to the contrary contained in this Agreement, including Section 1.2 hereof, either the Representative or the Company may terminate this Agreement with cause thirty (30) days after giving notice in writing to the other party of the terminating party’s intention to terminate this Agreement; provided, however, that termination of this Agreement by either party shall not relieve either party from liability for breach of any provision of this Agreement nor for payment of commissions or monies due one to the other. Specifically:
Company agrees that termination does not relate to ongoing payment of commissions from clients introduced by representatives to Company who conclude a sale subsequent to termination nor to payments due from the continuation of contracts with clients arranged by Representative prior to termination, nor for expenses agreed but outstanding
Independent Contractor Status. The Representative, under the code of the Internal Revenue Service (IRS), is an independent contractor, and as such shall not be deemed, the Service Provider's employee.
- Business Licenses, Permits, and Certificates. The Representative certifies and warrants that they shall comply with federal, state, and local laws requiring any required licenses, permits, and certificates necessary to perform the Services under this Agreement.
- Federal and State Taxes. Under this Agreement, the Service Provider shall not be responsible for:
Withholding FICA, Medicare, Social Security, and any other federal or state withholding taxes from the Representative's payments nor shall the Service Provider make payments of the same on behalf of the Representative to any government agency unless a request is made in writing to do so;
Making federal or state unemployment compensation contributions on the Representatives behalf; and the payment of all taxes incurred related to or while performing the Services under this Agreement, including all applicable income taxes and, if the Representative is not a corporation, all applicable self-employment taxes.
Representative Benefits. Representative understands and agrees they are solely responsible for all benefits including but not limited to; retirement plans, health insurance, and health savings accounts.
- Unemployment Compensation. The Representative shall be solely responsible for unemployment compensation payments. The Representative shall not be entitled to unemployment compensation in connection with the Services performed under this Agreement
- Workers’ Compensation. The Representative shall be responsible for providing any necessary workers’ compensation insurance for themselves.
The Company shall defend, indemnify and hold harmless the Representative from and against any loss, liability, claim or damage (including reasonable attorneys’ fees and costs) relating to or arising from a breach of this Agreement by the Company.
The Representative shall defend, indemnify and hold harmless the Company, its officers, directors, members, employees and agents from and against any loss, liability, claim or damage (including reasonable attorneys’ fees and costs) relating to or arising from (i) any claim or allegation in connection with the marketing of the Services by the Representative and (ii) a breach of this Agreement by the Representative.
The foregoing indemnities are conditioned on (i) prompt written notice by the party seeking indemnification; (ii) cooperation in the defense of the claim, demand or action; and (iii) the obtaining of the prior written approval of the indemnifying party of any settlement or offer of settlement.
Confidentiality. The Contractor acknowledges that it will be necessary for the Service Provider to disclose certain confidential and proprietary information to the Contractor in order for the Contractor to perform their duties under this Agreement. The Contractor acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm the Service Provider. Accordingly, the Contractor will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of the Service Provider without the Service Provider's prior written permission except to the extent necessary to perform Services on the Service Provider's behalf.
Proprietary or confidential information includes, but is not limited to: The written, printed, graphic, or electronically recorded materials furnished by Service Provider for Contractor to use; Any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that Service Provider makes reasonable efforts to maintain the secrecy of business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information; and information belonging to customers and suppliers of the Service Provider about whom the Contractor gained knowledge as a result of the Contractor's Services to the Service Provider. Upon termination of the Contractor's Services to the Service Provider, or at the Service Provider's request, the Contractor shall deliver to the Service Provider all materials in the Contractor's possession relating to the Service Provider's business. The Contractor acknowledges any breach or threatened breach of confidentiality that this Agreement will result in irreparable harm to the Service Provider for which damages would be an inadequate remedy. Therefore, the Service Provider shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of confidentiality. Such equitable relief shall be in addition to the Service Provider's rights and remedies otherwise available at law.
Proprietary Information. Proprietary information, under this Agreement, shall include:
The product of all work performed under this Agreement (“Work Product”), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress and deliverables will be the sole property of the Service Provider, and Contractor hereby assigns to the Service Provider all right, title and interest therein, including but not limited to all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights and other proprietary rights therein. Contractor retains no right to use the Work Product and agrees not to challenge the validity of the Service Provider’s ownership in the Work Product;
Contractor hereby assigns to the Service Provider all right, title, and interest in any and all photographic images and videos or audio recordings made by the Service Provider during Contractor’s work for them, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings; and The Service Provider will be entitled to use Contractor's name and/or likeness in advertising and other materials.
- No Partnership. This Agreement does not create a partnership relationship between the Service Provider and the Contractor. Unless otherwise directed, the Contractor shall have no authority to enter into contracts on the Service Provider's behalf or represent the Service Provider in any manner.
Remedies. The Representative acknowledges that the Company will have no adequate remedy at law if the Representative violates any of the terms of this Agreement. In such event, the Representative agrees that the Company will be entitled to obtain preliminary and permanent injunctive relief or otherwise to specifically enforce any of the provisions of this Agreement, in any court of competent jurisdiction, without prejudice to any other remedy available to it at the Company’s expense; provided, however, that such remedy will be held and construed to be cumulative and not exclusive of any rights or remedies, whether in law or equity, otherwise available under the terms of this Agreement or under federal, state or local statutes, rules and regulations.
Definitions. Unless otherwise defined herein, the following terms shall have the meanings ascribed to them: (a) “Affiliate” shall mean any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with another Person; and (b) “Person” shall mean any individual, corporation, firm, association, partnership, other legal entity or other form of business organization.
Assignment and Delegation. The Representative may not assign rights nor shall they delegate duties under this Agreement to other individuals or entities acting as a subcontractor (“Subcontractor”).
- Governing Law. This Agreement shall be governed under the laws in the State of (check the state in with you will be working):*
Severability. This Agreement shall remain in effect in the event a section or provision is unenforceable or invalid. All remaining sections and provisions shall be deemed legally binding unless a court rules that any such provision or section is invalid or unenforceable, thus, limiting the effect of another provision or section. In such case, the affected provision or section shall be enforced as so limited.
- Arbitration. The Parties waive any claim that they may have that any of the foregoing courts is an inconvenient forum. The Parties agree that all controversies, claims, disputes and matters in question arising out of, or related to this Agreement, the performance under this Agreement, the breach of this Agreement or any other matter or claim whatsoever (including but not limited to tort claims) shall be decided by binding arbitration before the American Arbitration Association, utilizing its Commercial Rules.
Breach Waiver. Any waiver by the Service Provider of a breach of any section of this Agreement by the Representative shall not operate or be construed as a waiver of any subsequent breach by the Representative.
No Conflicts with Other Agreements. The Representative certifies and warrants that his obligations under this Agreement do not breach, violate, conflict with or contravene any oral or written understanding or agreement binding on the Representative, including, without limitation, any covenant not to compete.
Changes; Alterations. No change, alteration, modification or addition to this Agreement shall be effective unless in writing and properly executed by the parties hereto.
- Notices. All notices and other communications which are required under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) two business days after being mailed with an internationally recognized courier service provided that such mailing is sent by a tracked process and the documents are signed for by the recipient at their last known business address.
- Headings. The headings contained in this Agreement are for convenience of reference only and shall not constitute a part hereof or define, limit or otherwise affect the meaning of any of the terms or provisions hereof.
Entire Agreement. This Agreement, along with any attachments or addendums, represents the entire agreement between the parties. Therefore, this Agreement supersedes any prior agreements, promises, conditions, or understandings between the Employer and Employee.
Service Providers Signature: