August 19, 2019
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This contract is made between Brand Troops Inc. (Company) and the individual or company listed above, to be referred to as Independent Contractor (Contractor), on (Date).
Contract: Subject to the terms and conditions of this Agreement, COMPANY hereby contracts with the Contractor as an Independent Contractor, to perform the services set forth herein, in consideration for compensation for services, and the Contractor hereby accepts such contract. This Agreement shall not render the Contractor an employee, partner, agent of, or joint venturer with the COMPANY for any purpose. This agreement is not an employment agreement, and Contractor shall not have rights granted to an employee. Contractor is and will remain an independent Contractor in his or her relationship to COMPANY. COMPANY shall not be responsible for withholding taxes with respect to Contractor’s compensation hereunder. Contractor shall have no claim against COMPANY hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, overtime pay, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind, other than the standard agreed upon compensation.
Term of the Contract: This Agreement shall be effective upon execution by the parties and shall remain in effect until terminated by either party in accordance with subsection (Termination) below (the “Term”); provided however, that the term applicable to any Market Acceptance Agreement (“MAA”, each a MAA Term) shall be extended to the Term of this Agreement solely with respect to the applicable MAA for the MAA Term. The termination of any MAA shall not automatically terminate this Agreement and this Agreement shall remain in effect with respect to any MAA not otherwise terminated in accordance with the terms of such MAA. All sections shall survive the termination of this Agreement and shall also survive the termination of any MAA. Either party may terminate this contract at any time in writing, regardless of cause or lack thereof.
Services You Provide to COMPANY: You are hereby engaged by COMPANY as an Independent Contractor to provide the following services(“Services”):soliciting and acquiring accounts (“Accounts”) from Residential and Business customers (“Customers”) for the purpose of executing a valid sales agreement between COMPANY and customer for the purpose of customer purchasing products, systems, and services and that also meet all of the regulatory, compliance and financial guidelines set forth by COMPANY and/or its clients during training provided. Contractor will likely be involved in a substantial amount of door-to-door sales.
You are Independent: You are an independent business person and/or company. You are not required to solicit Accounts for any minimum number of hours and we do not have any set or minimum number of Accounts that must be solicited by you. You are not required to report to any premise(s) or office. COMPANY has an office space and charges an administration fee to provide client updates and training workshops and in some cases, travel to territory as necessary.
Your Independent Contractor Status: In the performance of the Service for COMPANY you shall operate as an Independent Contractor. You are a self-employed, independent business person and/or company and you are engaged in an independent trade or occupation. You are not now, nor will you ever be an employee of COMPANY and nothing in this agreement, nor the solicitation of Accounts for COMPANY and its client(s), shall be construed to constitute you as an employee, principal, agent, joint venture, partner, or co-partner of, or any other similar relationship with COMPANY, the existence of which relationship is hereby expressly denied by COMPANY and you.
You are Not Eligible for Benefits: As you are not an employee of COMPANY, you are not eligible for unemployment compensation benefits upon the expiry or termination of this agreement. You are not eligible for any company benefits or other perquisites from COMPANY, including but not limited to, disability coverage, vacation pay, health or dental coverage, minimum wage or workers’ compensation. COMPANY is not responsible to deduct or pay income tax, unemployment insurance, government pension plan contributions, employer health tax or similar amount or benefits.
Your Compensation: Your specific commission rate and details are outlined in separate Attachment “A” and or Market Acceptance Agreement (MAA) that will be executed by COMPANY and Independent Contractor and shall govern the terms of all payments made by COMPANY to Independent Contractor. You understand and agree that in most cases there may not be a set commission or dollar amount established or guaranteed for any account acquired as there are many factors involved that determine the margins, and subsequently your commission, on each and every account acquired. These things include, but are not limited to, size of product sold, type of product sold, gross sales price and method of payment.
You acknowledge and agree if allowances, adjustments or refunds are due with respect to commission amounts paid to Independent Contractor, COMPANY, at its sole option, may deduct from future amounts payable to Independent Contractor the commissions paid on the adjusted, allowed or refunded amount (hereinafter “Set-off Right”). This provision specifically includes, but is not limited to, the right of COMPANY to recover any payment made to Independent Contractor under this Agreement if the customer for whom Independent Contractor received payment under this Agreement terminates, rescinds, cancels or otherwise ends Service with COMPANY or any of COMPANY’s Clients or Subcontractors, for whatever reason, for a period of time of 360 (three hundred and sixty) days from the date that the payment for such customer was made to Independent Contractor. (“Claw Back Right”). The Claw Back Right shall apply to any fraudulent, or mislead enrollments conducted by Independent Contractor or the Network that Independent Contractor is associated with for an indefinite period.
Your compensation/commission payment is tied directly and solely to the number of completed enrollments in services and orders for products, systems, and services as Company may from time to time assign to you as an independent contractor. Examples of the products and services can include but are not limited to Business and or Residential Energy and or Natural Gas enrollments, Solar installations, Lifeline Enrollments, Video Enrollments, Voice Enrollments, Data Enrollments, Wireless enrollments, accepted by COMPANY. Any change in your compensation structure shall be operative from the date of implementation. Receipt of notice is NOT a prerequisite for a change in your compensation structure. You are responsible for and obligated to pay any and all applicable taxes and other governmental and licensing requirements arising from commissions paid to you by COMPANY, including but not limited to, federal and/or state income or withholding taxes. You hereby agree to indemnify and hold COMPANY harmless from any tax liability that you may incur as a result of any commission payments made to you under this agreement and in respect of any and all claims, charges, taxes, penalties, or demands which may be made on behalf of any governmental agency.
The Claw Back Right shall apply to any alleged fraudulent Contractor enrollments regardless of time elapsed since Customer’s enrollment
Override Commission: COMPANY may offer extra or additional commissions to contractor to coach and generate sales from other representatives.
Enrollment: Contractor must follow proper enrollment application processes, procedures and policies for all Enrolled Customers. Enrollment applications must be performed on a Tablet (as herein defined and detailed). Enrollment applications submitted by any other means shall be rejected except as expressly permitted by COMPANY and or its Clients in writing.
Contractor agents will only be authorized to enroll customers in specific states and may not enroll customers outside of their authorized states except as expressly permitted by COMPANY and or its Clients in writing. Customer must be physically present during all enrollment activities. Telephone sales and remote enrollments are not permitted except as expressly permitted by COMPANY and or its Clients in writing. Collecting Customer data for processing at a later time/date is not permitted and will not be accepted under any circumstances and may result in such enrollments being classified as fraudulent resulting in permanent associated Contractor agent and/or Contractor deactivation (removed from the Campaign).
Contractor agents are prohibited from sharing unique promotional codes with other persons.
Contractor agents shall comply with all conditions imposed by the retailer concerning solicitation of customers. Furthermore, while at any given retail location, Contractor agents:
Customer enrollment related documentation shall be submitted to COMPANY via Tablet contemporaneous with collection from the Customer. COMPANY reserves the right to withhold Commissions for any applications with missing and/or incomplete documentation.
Contractor is responsible for the proper handling of Customer personal information, including, without limitation, name, address, date of birth, Social Security number (SSN) and information regarding Customer Campaign program eligibility, either based on income or enrollment in qualifying programs, while assisting said Customers to sign-up for the Campaign program. Any/all documentation/photos uploaded to Tablets for the purposes of processing Customer’s applications must be deleted daily.
Contractor may not conduct publicity or public relations campaigns concerning the Campaign without prior written consent from COMPANY. Contractor shall use only those Campaign marketing materials provided by COMPANY except as expressly permitted by COMPANY in writing.
Sales Performance: Performance standards may be issued to Contractor by COMPANY at the sole discretion of COMPANY management. Contractor performance evaluations shall be conducted by COMPANY at the sole discretion of COMPANY management.
Reports, Monthly Accounting’s: When COMPANY accepts payment for orders; COMPANY will credit the account of the Contractor with the commissions related to those orders. COMPANY shall pay the compensation to Contractor weekly unless stated otherwise. If at a later time any of the orders or any parts of the orders shall be rejected or cancelled, then the amount of the commission or compensation thus cancelled shall be charged against the account of said Contractor.
All orders are subject to approval of items, price and credit by COMPANY, and confirmation by purchasers. All quotations for sales made by Contractor to customers or prospective customers must be made expressly subject to the approval and confirmation by COMPANY and are not final until COMPANY gives such approval in writing.
Marketing Sales and Workshops: As a service to you, COMPANY offers non-paid workshops on effective marketing and sales techniques to assist you in making your independent business a success. To the extent that any law or regulation requires that we train you, your attendance at such non-paid workshops is OPTIONAL. You will not without prior written consent, use in advertising, publicity or otherwise the name of COMPANY or represent that any product or service funded by you has been approved or endorsed by COMPANY.
Work Product: All creations, inventions, designs, developments, research, and product of research, of the Contractor related to the services provided by the Contractor for the COMPANY’S client under this agreement shall be the exclusive property of the COMPANY and/or COMPANY’S client. Contractor assigns all rights, title and interest in the same to COMPANY’S client. All creations, inventions, designs, developments, research, and product of research, of Contractor, created by Contractor prior to the term of this agreement and used by Contractor in providing services to COMPANY and/or COMPANY’s client, under this agreement, shall be the exclusive property of the COMPANY and/or COMPANY’S client, for use in its operations and for infinite duration.
Refunds, Damages or Settlement: COMPANY may in its full discretion for any reason refund all or any portion of the purchase price or rentals to any customer. COMPANY may pay to any customer any amount in damages by the way of settlement of any claim arising out of the furnishing of any equipment, systems, and or services. In such event, the credit previously made to the Contractor’s account, in the amount refunded or paid, may be deducted at the option of the COMPANY from Contractor’s account.
Unauthorized Orders: Contractor agrees to conform to the rules of COMPANY in taking orders and transacting business generally. If Contractor takes an order at a price disadvantageous to COMPANY, the COMPANY may accept the order and charge Contractor with the difference between the price authorized and the price obtained. If Contractor exceeds his or her authority on any order and it is deemed necessary by COMPANY to comply with the order, Contractor will indemnify COMPANY with such amount as necessary to compensate COMPANY for any loss or damages it may sustain.
Canvassing/Soliciting Practices: Contractor represents and warrants that it does, and covenants that it shall, conduct its business in accordance with all applicable State and Federal laws, rules, and regulations. Subcontractor’s violation of any State or Federal law, rule, or regulation shall constitute grounds for termination of this Agreement, which termination shall take effect immediately upon delivery of written notice of termination by Brand Troops Inc to Subcontractor, without liability.
Ghosting: (Promo Code Sharing): Except as expressly permitted by COMPANY and or its Clients in writing, allowing anyone except yourself to work/submit orders under your agent ID is strictly forbidden and will result in the immediate termination of this agreement.
Fraud: Contractors will be financially liable for all penalties, fines costs, attorneys’ fees and other out of pocket damages incurred by COMPANY and its clients as a result of any fraudulent act or intentional misconduct of Contractor’s personnel, which includes employees, agents, and subcontractors, in connection with this Agreement.
Penalties: In addition to any/all other associated liability, in the event COMPANY and/or Client discovers any Campaign program, Customer and/or enrollment related fraud, as determined by COMPANY in its sole discretion, Contractor shall be assessed up to a One Thousand U.S. Dollar ($1,000) penalty fine, for each fraudulent act. Contractor may also be charged for any COMPANY administrative costs associated with such fraudulent activity. COMPANY may either charge such amounts immediately due and owing and/or offset such amounts from any Contractor Commissions due.
Fraud includes, without limitation (if Campaign applicable): Contractor’s misuse of USAC (Universal Service Administrative Company) household worksheets, forged/false Customer information, forged/false eligibility proof, duplicate enrollments, and/or any other applications submitted in violation of applicable FCC rules, federal, state and/or local laws, rules and regulations.
Contractor shall be responsible and agrees/commits to pursuing appropriate legal action, at Contractor’s sole expense, against any/all Contractor agents, proven to have engaged in any fraudulent activity in connection with the Services provided by Contractor (e.g. proven through COMPANY, Client and/or system-generated reports and/or via other evidence reasonably calculated to support such legal action).
Contractor shall disseminate Contractor contact information to agents for fraudulent, legal and/or suspicious activity reporting purposes and is prohibited from engaging in any retaliatory actions against such agents for their reporting of such violations/activity.
Hiring and Training: Upon written permission from COMPANY, Contractor can manage, direct, and hire its own employees and or independent contractors (hereinafter “Reps or reps”) and assigned to COMPANY campaigns. No Reps shall be assigned to COMPANY ‘s campaign, nor have access to any COMPANY Confidential Information unless (i) such Reps have completed a training session utilizing COMPANY approved training materials, and (ii) has entered into a binding written agreement with Contractor containing provisions at least as protective of COMPANY’S Confidential Information as the provisions hereof. Contractor shall be fully responsible for the full compliance by all Reps with all the terms and conditions of this Agreement.
COMPANY Inc shall provide Contractor with the script(s) to be used for training and live presentations, Contractor’s Reps shall only use the script(s) provided by Contractor.
Contractor’s Reps shall have no authority to make representations or guarantees to potential customers other than those explicitly set forth in the scripts and training materials supplied by COMPANY to Contractor.
Contractor’s Reps shall not state or imply to customers that they represent an energy utility company or that enrollment with a private energy company such as Supplier Campaign is mandatory.
Contractor’s Reps shall not engage in any deceptive trade practice or deceptive business practice, violate any law, or otherwise mislead any customers or potential customer. Such activity constitutes a violation of this Agreement and Contractor shall indemnify Brand Troops Inc pursuant to Section “Indemnification” if such conduct occurs. COMPANY is expressly not responsible for any conduct of a contractor’s Reps in violation of this Section.
Contractor’s Reps shall only use the pricing structure/rates specified by COMPANY and shall not impose any additional indirect or direct charges upon any potential customers.
Contractor’s Reps shall obtain reasonable evidence that the potential customer is duly authorized to choose an energy supplier for the respective energy account(s) and is willfully and knowingly agreeing to select Supplier Campaign as the energy supplier.
Contractor shall immediately remove from COMPANY’S campaigns any Reps (i) whom COMPANY or Contractor determines to be failing to comply with the foregoing terms or (ii) whom COMPANY request to be removed, in COMPANY’s sole discretion.
Recruiting and On boarding: Contractor must be vetted and receive approval from COMPANY and Client prior to any Campaign related performance and prior to on boarding any Contractor agents. Without limitation, requirements for approval include:
Contractor is responsible for properly completing and submitting background checks and drug tests on all Contractor agents via COMPANY pre-approved background check and drug test vendors.
COMPANY shall charge Contractor per Contractor agent background check. Costs for background checks shall be deducted from Contractor’s Compensation. See Costs Attachment C for details.
Contractor agent criminal background screenings shall include at least a state and national criminal federal background check, a sex offender registry check, a terrorist watch list check, and a social security number (“SSN”) trace/verification.
Drug screenings shall be completed via a five (5) panel lab drug test.
Background check and drug test related purchase prices/charges are set by COMPANY and may be modified at any time, at the sole discretion of COMPANY, to coincide with manufacturer suggested retail price changes, to correlate with market fluctuations, and/or to otherwise compensate for COMPANY associated overhead.
At its sole discretion, COMPANY may request/require that an updated criminal background check and/or drug test be completed on any Contractor agent.
Contractor shall immediately notify COMPANY in writing if/when Contractor discerns that any Contractor agent has been charged with any criminal act(s) and/or is the subject of any outstanding arrest warrant.
Contractor and relevant Contractor agents must satisfactorily complete COMPANY /Client provided safety, compliance and Campaign program related rules and regulations training modules prior to being approved and enabled to seek/complete Customer Campaign enrollment applications.
Professional appearance is required for all Contractor agents. Contractor agents shall at least comply with the following guidelines when present in the Campaign program enrollment field:
Cost: Contractor is responsible for any/all fees, costs and expenses associated with the Campaign per the rates, terms and conditions delineated in Attachment C and otherwise. Such fees, costs and expenses, and thus Attachment C, may be updated/amended in writing by COMPANY, as appropriate and deemed necessary, at the sole discretion of COMPANY, to comply with Campaign and/or Client initiated modifications and/or otherwise.
COMPANY may offset against any Compensation due, any amounts that Contractor may owe to COMPANY pursuant to this MAA, the MSA and/or otherwise including, without limitation, any/all amounts advanced by COMPANY for:
Your Expenses and Costs: As an Independent Contractor, you are solely responsible for (and COMPANY will not reimburse you for) any expenses that you incur in soliciting Accounts for COMPANY ’s Client(s), including but not limited to, food, lodging, transportation, fuel, telephone calls and any and all other expenses that you incur in the performance of the Services. You are also responsible for obtaining and paying for all insurance coverage necessary to perform the Services including, but not limited to, automobile insurance in respect of any vehicle used by you or your assistants and other personal benefits, and including, but not limited to, health, dental, life, disability insurance coverage, welfare and similar or other benefits. You agree to maintain in full force and effect at all times during the terms of this agreement, at your sole cost and expense.
Equipment: As an Independent Contractor you are solely responsible for supplying all tools and/or equipment, and/or materials necessary for the successful completion of the Services. As an Independent Contractor you are fully responsible for any and all equipment that is placed in his or her custody. As an Independent Contractor you will indemnify COMPANY for the cost of replacement of any equipment that is damaged or lost. Such expenses shall be deducted from Independent Contractor’s commissions if necessary. All equipment must be returned within 48 hours upon demand from the COMPANY.
On a weekly basis, or as otherwise deemed appropriate by COMPANY, sales submitted via unique promotional codes shall be monitored and analyzed by COMPANY. Among other accounting processes, COMPANY shall compare such sales with the number of Contractor’s active Tablets including, if applicable, Contractor’s BYOD Tablets. The total number of purchased/BYOD Tablets utilized must be greater than or equal to the number of Contractor unique representatives who consummated a sale or Contractor will be required to purchase/acquire and register/enroll additional Tablets.
Equipment Deposits: Upon written request by COMPANY (each a “Deposit Request”), COMPANY shall require, and Contractor shall submit, an equipment deposit (the “Deposit”) in the amount required by COMPANY, prior to COMPANY shipment to Contractor of Contractor’s equipment order (e.g. cellular phone Handsets) as placed pursuant to this MAA, the MSA and/or otherwise.
Within sixty (60) days of Contractor’s receipt of the shipped equipment, pursuant to the relevant order, the Deposit shall be applied against any unsold, unreturned, broken or lost equipment at the rate specified in the Deposit Request, and may, at the discretion of COMPANY, be either: (i) taken by COMPANY; or (ii) applied against further required Deposits to the extent Contractor places future orders pursuant to this MAA, the MSA and/or otherwise.
A Deposit may be requested for each order placed by Contractor. Any Deposit related funds remaining, which do not belong to COMPANY and/or which are not applied against future Deposits, shall be returned to Contractor within sixty (60) days of termination of this MAA, unless otherwise agreed to in writing by the Parties. Except as specifically provided herein, no portion of the Deposit will be returned to Contractor.
Equipment Credits: Upon written request by Contractor, COMPANY, at its sole discretion, may extend to Contractor an equipment financing credit (the “Credit”) whereby COMPANY waives any Deposit requirements hereunder prior to COMPANY shipment to Contractor of Contractor’s equipment order (e.g. cellular phone Handsets) as placed pursuant to this MAA, the MSA and/or otherwise. To induce COMPANY to extend such Credit to Contractor, see also, Section 17 of the MSA.
Contractor must sell or return any/all equipment on or before sixty (60) days of Contractor’s receipt of such equipment shipped via Credit. Thereafter, Contractor shall be charged for any/all unreturned equipment, regardless of status (e.g. lost, stolen, broken, unsold, etc.) at the applicable rates as specified by COMPANY in the Deposit Credit or otherwise.
Tablet Devices: Contractor is required to purchase and supply its relevant agents with appropriate Tablet devices capable of proper enrollment processing and with Android mobile operating systems installed thereon. (“Tablets”).
Bring Your Own Device Option (“BYOD” – If Campaign Available and Applicable): Contractor is permitted to use Contractor’s own Tablets with Android mobile operating systems installed thereon.
Uniforms: To ensure Contractor agent professional appearance, Contractor is required to provide relevant Contractor agents with Client branded apparel, promotional sales materials and/or related propaganda, to be ordered directly through COMPANY. Contractor is not permitted to create Contractor’s own Client branded apparel, promotional sales materials and/or related propaganda without prior written approval from an authorized COMPANY representative.
Supplies: Contractor may only utilize Campaign related promotional items/materials pre-approved for use by COMPANY (“Supplies”). Contractor may only utilize the following Supplies:
Approved Items*,Client Branded Pop-Up A-Frame Banner w/Bag/Stakes, Client Branded Table Cloth, Client Brochures, Client Branded 8/ Feather Flag w/Bag, Client Enrollment Cards, Client Branded Kiosk, Client Spanish Enrollment Cards, Client Branded 5×5 Tent Canopy (frame not included),Client Branded Rectangular Banner (24×42),Client Branded 5×5 Tent w/Bag, Client Branded Free Phone Banner – White (9×42),Tablets, Client Branded Black Beanie, Client Branded Long Sleeve Free Phone Program Shirt, Client Branded Black Hat, Client Branded Short Sleeve Free Phone Program Shirt
* Only State of California branded Supplies may be distributed and used within the State of California. Use of any other items/materials in the State of California is strictly prohibited
*Contractor shall order and obtain any/all Supplies via https://brandtroops.com/supplies
Vehicle Use: Contractor will indemnify and hold harmless the COMPANY from and against all losses, claims, suits or other legal liability and legal expenses of any nature imposed upon or brought against them by reason of any act or omission of the Contractor or its agent or employees in the course of the use COMPANY owned vehicles.
Company vehicles are provided to support business activities and are to be used only by qualified and authorized employees and or independent contractors’ of COMPANY. They are not to be considered a part of an employee’s and or independent contractors compensation and must not be used as an inducement for employment. In all cases, these vehicles are to be operated in strict compliance with motor vehicle laws of the jurisdiction in which they are driven and with the utmost regard for their care and cost efficient use.• Company vehicles may not be used for business activities of other companies.• Company vehicles may not be driven to Mexico.
Contractor will inspect the vehicle/vehicles and will return the above in the same condition as prior to use or will pay to have them restored to that condition.
Vehicle/vehicles will be operated in compliance with all appropriate laws.
Contractor or its agent or employees must have a valid driver’s license issued in the state of residence for the class of the vehicle being operated and must be able to drive a vehicle. Obtaining a driver’s license is a personal expense.
Authorized drivers are required to properly maintain their COMPANY vehicles at all times. Vehicles Should not be operated with any defect that would inhibit safe operation during current and foreseeable weather and lighting conditions. Preventive maintenance such as, but not limited to regular oil changes, lubrication, tire pressure, tire replacement, brake pad & rotor replacement and fluid checks determine to a large extent whether you will have a reliable, safe vehicle to drive and support work activities. You should have preventive maintenance on your vehicle, as required in the owner’s manual, performed by a certified dealer
Fines for parking or moving violations, towing storage or impoundment are the personal responsibility of the assigned operator. The company will not condone nor excuse ignorance of any motor vehicle violations that result in court summons being directed to itself as owner of the vehicle. Each driver is required to report all moving violations to COMPANY within 24 hours. This requirement applies to violations involving the use of any vehicle (company, personal or other) while on company business. Failure to report violations will result in appropriate disciplinary action, including revoking of driver privileges and possible termination of this agreement. Please be aware that motor vehicle violations incurred during non-business (personal use) hours will also affect your driving status as well and are subject to review.
This agreement is separate and distinct from any other lease or other agreement regarding or relating to the use of the vehicle/vehicles. It is expressly agreed that this Agreement is not a part of the consideration offered under any other agreement, and that no merger clause of any other agreement shall serve to extinguish this separate and distinct Agreement.
State Motor Vehicle Records (MVRs) will be used as the source for verifying driver history. MVRs will be obtained and reviewed at least annually on independent contractor’s’ , employees, spouse or significant other. (The insurance company requires that we provide them with the driver’s license number and date of birth for anyone who may drive a company vehicle.) Driving privileges may be withdrawn or suspended and/or the company vehicle removed from any authorized driver not meeting the above requirements. In addition, appropriate disciplinary action may be taken, up to and including termination of employment.
Cellular/mobile phones should not be used while operating a vehicle. Using a cell phone while driving leads to an increased risk of having an accident through a lack of attention to driving. Inattention is the #1 cause of vehicle accidents in America. Inattention can also involve adjusting the radio, eating, smoking, daydreaming, talking to passengers, things outside the vehicle, and other distractions.
Researchers at the University of Toronto found that the risk of having a traffic accident while using a cell phone is the same as that while driving drunk. In eleven countries and several US cities it is illegal to use a cell phone while operating a vehicle. Regulation of the use of phones in vehicles has been the subject of more than one hundred bills in thirty-seven states.
In the event of an accident:• Call the police on all accidents and obtain a copy of the police report.• Do not admit negligence or liability.• Do not attempt settlement, regardless of how minor.• Get name, address and phone number of injured person and witnesses if possible.• Exchange vehicle identification, insurance company name and policy numbers with theother driver.• Take a photograph of the scene of accident if possible.• Complete the accident report in your vehicle.• Turn all information over to COMPANY within 24 hours.
In the event of the theft of a company vehicle, notify local police and COMPANYimmediately.
A preventable accident is defined as any accident involving a company vehicle – whether beingused for company or personal use – or any vehicle while being used on company business thatresults in property damage and/or personal injury, and in which the driver in question failed toexercise every reasonable precaution to prevent the accident.
Safety Guidelines to Prevent Accidents:
Driver qualifications are as follows:1. Authorized employee and or independent contractor of COMPANY.2. Must be at least 21 years of age.3. Have at least one year of experience in the class of vehicle operated.4. Must meet licensing requirements.5. Will not qualify for a company vehicle if, during the last 36 months, the driver had any of the following experiences:• Been convicted of a felony.• Been convicted of sale, handling or use of drugs.• Has automobile insurance canceled, declined or not renewed by a company.• Been convicted of an alcohol- or drug-related offense while driving.• Had driver’s license suspended or revoked.• Been convicted of three or more speeding violations or one or more other serious violations.• Been involved in three or more chargeable accidents.
Insurance: Independent Contractor, shall at its sole expense carry a comprehensive General Liability insurance policy with coverage that shall not be less than $1,000,000.00 per occurrence and shall name COMPANY and its affiliates as an entity covered under this policy.
Termination: Termination is effective immediately upon notice by either party to the other in writing. For purposes of distribution of accrued compensation at the time of termination, termination under the prior sentence would be deemed voluntary termination by you. In the event this agreement is terminated by COMPANY without cause or is terminated by you voluntarily at a time when you are in good standing hereunder, COMPANY will pay to you any amount owing to you with respect to compensation accrued to the date of termination but will owe you no other compensation, including, without limitation, any amount commonly called the “annual loyalty” payment (if applicable), any bonuses (if applicable), allowances (if applicable), overrides (if applicable), bonus(es) (if applicable), and/or incentives (if applicable). Upon termination for any other reason, including, without limitation, by COMPANY for cause, no compensation of any kind whatsoever shall be owing from COMPANY to you including but not limited to any amount commonly call the “annual loyalty” payment (if applicable, any bonuses (if applicable), and/or incentives (if applicable), overrides (if applicable), bonus (es) (if applicable), and/or incentives (if applicable).
Retention Clause: A retention account (“Account”) will be established for all COMPANY Independent Contractors. The Account will contain up to a maximum amount equal to ten percent (10%) of the commissions earned by the contractor, plus monetary amount needed to cover Contractor’s initial expenses. This will be satisfied either through a payroll deduction at a rate of ten percent (10%) earned each pay period, or a final check less an amount equal to ten percent (10%) of the commissions earned by the contractor and the contractor’s initial expenses at $100.00 per week.
In the event of customer cancellations and or money owed to the COMPANY, COMPANY will hold the Account. Charge backs are to be debited from the Contractor’s retention account, if need be. If chargebacks occur within 360 days after Contractor’s separation from COMPANY, the Account may be debited. The Account is not a source to borrow money and bears no financial accumulation of interest.
The Account will be paid in full, less any applicable deductions, 360 days after the Contractor’s last install date. The money may be refunded sooner, at COMPANY’S discretion. If Contractor’s Account does not cover all chargebacks and or money owed, Contractor will be billed for the remaining balance, and COMPANY may take all necessary legal action, at Contractor’s expense, to collect said monies.
Exit Procedures/Policies: Upon contract termination by either party the following will occur: Any unpaid Contractor fees shall immediately be charged to Contractor’s commissions. If there are no commissions, Contractor’s fees shall be charged to any positive retention balance. If Contractor has been with the COMPANY less than thirty (30) days, Contractor may forfeit any and all balances in their retention account at Company’s discretion. If Contractor has been with the COMPANY less than fifteen (15) days they may forfeit any and all commissions payable, if they have produced less than ten (10) enrolled sales total. All payable commissions will be held pending cancellations and or charge backs. This hold will take place until all potential charges and or charge backs have been satisfied (see Your Compensation). In no event will Company pay monies, which could not be recaptured in the event of customer cancellations or charge backs. All equipment and marketing collateral outstanding must be returned in perfect conditions within 72 hours, or legal action may be taken, which includes, but not limited to, filing a police report reporting stolen goods and or small claims lawsuits. Any collateral Contractor has loaned or given to potential customers or placed with outsiders must be reclaimed and returned in perfect condition. Contractor is bound by confidentiality to not disclose or discuss any aspects of their time and or business with Brand Troops Inc. for a period of no less than 2 years. Failure to respect the confidentially agreement will subject Contractor to potential legal action. Contractor is bound by non-compete covenants not to solicit any Contractor’s, employees, or customers of COMPANY for a period of no less than 2 years. Failure to respect the non-compete agreement will subject Contractor to potential legal action.
Indemnification: Contractor agrees to indemnify, defend, and hold harmless COMPANY and its affiliates, subsidiaries, directors, officers, employees, agents, subcontractors, successors, and assigns, harmless from and against any and all damages, liabilities, costs, charges or expenses suffered or incurred by COMPANY or YOU as a result or by reason of you breaching any of the provisions of this agreement, failing to comply with the law or any negligent or other tortuous act or omission on your part.
Confidentiality and Non-Disclosure: You acknowledge that in the performance of the Services, you will obtain information that is confidential to COMPANY. Without limitation, such information includes marketing and sales strategies and intellectual property belonging to COMPANY. You acknowledge that the use or disclosure of such confidential information may cause harm to COMPANY. Therefore, you shall not, during the term of this agreement or at any time after the expiration of the term of this agreement, use directly or indirectly for your own purposes or disclose confidential information to any third party. Such disclosure is strictly forbidden
Injunctive Relief: The Parties acknowledge and agree that any breach of this agreement by the Independent Contractor will result in irreparable and continuing damage to COMPANY for which there will be no adequate remedy at law and for which the no breaching party could not be made whole by monetary damages. Accordingly, it is agreed that in addition to any other remedy to which it may be entitled at law or in equity, COMPANY shall be entitled to an injunction or injunctions (without the posting of any bond and without proof of actual damages) to prevent breaches or threatened breaches of this agreement and/or to compel specific performance of the agreement. The Independent Contractor also agrees to reimburse COMPANY for costs and expenses, including reasonable attorney’s fees incurred by COMPANY in attempting to enforce the obligations of the Independent Contractor or its Representatives hereunder to the extent that such expenses are awarded to COMPANY by a court
of competent jurisdiction. Independent Contractor agrees to release COMPANY from any liability or damages that may occur as a result of this agreement. Shall any damages occur, then Independent Contractor agrees to engage an arbitrator for any claims that they may bring against COMPANY, which means Independent Contractor hereby waives its right to pursue any civil, or non-civil, litigations against COMPANY.
Non-Compete & Non-Circumvent: Contractor understands and agrees that as a result of the business engaged in and work done under this agreement, that COMPANY shall be providing to Contractor information that shall be considered proprietary and confidential to COMPANY. Contractor agrees that in the “Territory”, as described in the Schedule “A” that during the term of this agreement and for a period of two (2) years after termination of this agreement, contractor shall not directly or indirectly, as principal, agent, consultant, officer, stockholder, salesperson, employee or otherwise, for himself, or for any other person, firm, corporation or association, or through any third party sell, solicit, or accept business or orders, from existing customers of the COMPANY with respect to product or services similar to or competitive with the COMPANY or its subsidiaries. Contractor will not Interfere with, disrupt or attempt to disrupt relationships, contractual or otherwise, between the COMPANY and or a subsidiary, and its customers, employees, Independent Contractors, and or vendors.
Contractor further agrees that for a period of 2 years after termination of the contractual relationship, Contractor will not, on behalf of anyone engaged in a similar line of business, directly or indirectly, solicit business from any of COMPANY’s existing customers located in any territory served by the Independent Contractor pursuant to this agreement or on COMPANY’s behalf.
Contractor understands and agrees that through work performed under this agreement that COMPANY will make known and identify the names of its affiliates and other business relationships which may include, but are not limited to financing companies, banks, energy suppliers, solar sales companies, lead providers and software providers that Contractor would otherwise have no knowledge of and Contractor agrees that during the term of this agreement and for a period of two (2) years after this agreement that it shall not circumvent, work or engage in any type of business with, directly or indirectly with any of the affiliates it comes in contact with through work performed under this agreement. This applies to individuals and companies that are both known at this time and unknown and any other organizations made known to Contractor by COMPANY.
Non-Solicitation: You acknowledge that in the performance of the Services, and by the execution of this agreement by Independent Contractor, you will have contact with employees, clients, agents, contractors, subcontractors, retail energy suppliers, product suppliers and customers of COMPANY. You understand and agree that these relationships are proprietary in nature and you are strictly prohibited from engaging in any type of business activity with any of the above-mentioned parties. You also acknowledge that such contact may generate sales leads outside of COMPANY customers or clients (hereinafter the “Sales Leads”). You agree not to intentionally or unintentionally use or disclosure of confidential information to any third party during the term of this agreement and for a two (2) years period following the expiration of the term of this agreement. All sales material, educational material, training material, pricing tools, portals, platform, sales management tools, lead tracking tools,
contracts and any other materials disclosed to you by COMPANY are considered confidential and are the property of COMPANY and shall not be used in connection with any other effort that is not directly related and approved in writing first by COMPANY. Independent Contractor understands and agrees that COMPANY is disclosing sensitive business practices in relation to marketing Residential Energy, Solar Energy Equipment and services to residential and commercial customers and as such, as a condition of entering into this agreement, Independent Contractor agrees that it shall not compete with COMPANY by engaging in any type of Solar Energy sales during the term of this agreement and for a period of two (2) years after this agreement, unless agreed to in writing and in advance by COMPANY.
In consideration for the benefits of this Agreement, Contractor further agrees not to intentionally or unintentionally hire or offer for hire, contract with or subcontract, or refer to another company or individual in any capacity the current employees, clients, agents, contractors, subcontractors, banks, finance partners, finance companies, installers, electricians, customers and any other company, vendor or relationship of COMPANY during the term of this Agreement AND for a period of two (2) years from the date of the termination of this Agreement.
Choice of Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, Cook County, Illinois and the State of Illinois, Cook County, Illinois shall be the venue for any litigation, special proceeding, or other proceeding as between the parties that may be brought, or arise out of, in connection with or by reason of this Agreement.
Each of the parties hereby waives, and agrees not to assert as a defense in any legal dispute; that it is not maintainable, in such court or that its property is exempt or immune from execution; that the action, suit, or proceeding is brought in an inconvenient forum, or that the venue of the action, suit, or proceeding is improper. Each party hereto agrees that the final judgment in any action suit, or proceeding described, after the expiration of any period permitted for appeal, and subject to any stay during appeal, shall be conclusive and may be enforced in a manner provided by applicable law.
Arbitration: If a dispute arises out of or relates to this contract, or the breach thereof, and if said dispute is brought by Independent Contractor against COMPANY, then Independent Contractor agrees first to try in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association, before resorting to arbitration. Any dispute as to the rights and duties of the parties under this Agreement or to its construction, validity, or enforcement, or breach thereof, that cannot be resolved by mediation within thirty (30) days shall be submitted to binding arbitration in Illinois pursuant to the rules of the American Arbitration Association with discovery proceedings pursuant to such rules. The decision of the arbitrators shall be enforceable in any court of competent jurisdiction. There shall be one (1) arbitrator, named in accordance with such rules and approved by COMPANY. The prevailing party in such arbitration or any proceeding in respect thereof or challenging such arbitration, shall be entitled to receive its or his attorney fees and court costs incurred in connection therewith.
Authority: COMPANY and Contractor each represent and warrant that it has the corporate/individual capacity, power and authority to enter into this agreement, and to carry out the terms and obligations set forth herein, and that the persons executing this agreement have the authority to act for and bind each respective Party.
Agency: Contractor is not the COMPANY’S agent or representative and has no authority to bind or commit COMPANY to any agreements or other obligations.
Advertising: Contractor agrees to follow all rules and regulations set forth by COMPANY, as well as local, state, and federal regulators. Contractor agrees to bring all advertising to COMPANY prior to usage for approval, including advertising on the internet, as well as text messaging, instant messaging, and any other forms of communication that may be construed as advertising.
Sexual Harassment: COMPANY strongly disapproves and does not tolerate offensive or inappropriate sexual behavior, while performing services for and on behalf of COMPANY. All Contractors performing services for and on behalf of COMPANY. must avoid any action or conduct, which could be viewed as sexual harassment. Sexual harassment includes but is not limited to, unwelcome sexual advances, request for sexual favors, and other verbal or physical conduct of a sexually harassing nature.
Waiver of Breach: The waiver by COMPANY of a breach of any provision of this contract by Contractor shall not operate or be construed as a waiver of any subsequent breach by Contractor.
Contract with Subsidiary: If COMPANY owns, acquires or forms subsidiary companies or becomes connected with other affiliate companies, Contractor agrees to the assignment of this contract to any of the same and in such event, all terms and conditions set forth herein shall bind the parties.
Other Commitments: Contractor acknowledges that her or she has no other agreements, relationships or commitments to any other person or entity which conflict with Contractor’s obligations to Company under this Agreement. Contractor agrees not to enter into any agreement, either written or oral, in conflict with this Agreement.
Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which shall collectively be deemed to be one and the same instrument.
Entire Agreement: This agreement sets forth the entire agreement between the parties hereto, and supersedes any and all prior agreements or understandings (whether oral or written) between the parties pertaining to the subject matter hereof. This Agreement shall not be modified, changed or altered by any promise or statement by whosoever made; nor shall any modification of it be binding upon COMPANY until such written modification shall have been approved in writing by an officer of COMPANY.
Miscellaneous: In the event that any of the provisions of this agreement shall be invalid, illegal, or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Time shall be of the essence of this agreement. No waiver by COMPANY of any Right COMPANY shall have under this agreement shall act, unless expressly so stated, as a waiver of any other or future rights of COMPANY hereunder. You shall not have the right to assign this agreement or any of your rights, benefits, duties and obligations hereunder without the prior written consent of COMPANY, which consent may be unreasonably withheld.
Notice: Any notice to be delivered pursuant to this Agreement, shall be in writing, and given by: (i) registered or certified mail, return receipt requested, (ii) overnight courier or (iii) facsimile or electronic mail (where immediately followed by a notice delivered pursuant to subsection (i) or (ii) above) as follows:
Brand Troops Inc.
318 W. Adams St, Ste 1600
Chicago, Il 60060
(Subcontractor Information Above)
Any and all notices shall be deemed to have been received by the addressee (i) upon receipt, in case of registered or certified mail, (ii) upon delivery in the case of overnight courier, and (iii) upon receipt in the case of notice by facsimile or electronic mail. The parties may, by notice in writing, vary the address for delivery of notices pursuant to this Agreement
I have read and understand the obligations under this agreement and agree to all the terms herein. I understand and agree that I will have an Independent Contractor relationship with COMPANY and that I will not be an employee of COMPANY. I also understand that this agreement contains restriction on my use or disclosure of certain information both during and after this agreement.
I have read and understand the Terms and Conditions of the contracts between COMPANY and its Clients.
Attachment A (Contractor Pay Structure): General Contractor Pay Structure
$2.00 for 0-19 Completed Enrollments/Pay Cycle for all campaigns except as expressly permitted by COMPANY in writing.
Further details will be outlined in the commissions guides of your Market Acceptance Agreements (MAA’s).
Contractors who attain the 20 weekly enrolled Customers within 14 days of market launch will be re-evaluated every 60 days.
Teams who attain more than 14 Enrolled Customers per week but less than 20 Enrolled Customers within 14 days of market launch, or fall below the performance requirements at the periodic reviews, will be subject to the Performance Improvement Plan, whose requirements details are listed below.
Teams who fall to attain 7 Enrolled Customers per week within 14 days of market launch may be restructured or removed from the campaign.
Performance Improvement Plans:
Contractors who fail to attain the performance requirements listed above must submit a written 30-day Performance Improvement Plan to Brand Troops Inc. within five (5) business days of notification from Brand Troops Inc.
30 Day Performance Improvement Plans must include:
Identification of current campaign, market or office challenges that have prevented the office from attaining the performance requirements.
Strategy for mitigating all identified issues.
Targets for 30-day improvement (example: headcount, sales, and revenue goals).
Contractors who fail to attain the performance requirement within 30 days of the approved Performance Improvement Plan may be restricted or removed from the campaign.
Attachment B: General Campaign Territory
Approved Territories except as expressly permitted by COMPANY in writing
* On some campaigns, the state of California requires an additional separate and unique promotional code assigned to Contractor by COMPANY. A California promo code request may be sent in writing to firstname.lastname@example.org. Contractor understands they may have to undergo additional vetting as herein defined and detailed in section “Recruiting and Onboarding” of this agreement.
Attachment C: General Campaign Fees & Cost
c Fees and cost may be waived or reduced with active promotion in writing by COMPANY
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I agree that I have read and understand, the entirety of this document including the following sections and accept its terms and conditions. I Agree
Independent Contractor Agreement
Attachment A: General (Contractor Pay Structure): Contractor Pay Structure
Attachment C: General Campaign Fees & Cost
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Document Name: ICA (M)
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