Independent Contractor ISA Agreement

Independent Contractor ISA Agreement

This Independent Contractor ISA Agreement (the "Agreement") is made as of between Client Name: , a business with principal place of business at (the "Company"), and Contractor Name: , with address (the "Independent Contractor").

RECITALS

WHEREAS, the Company is engaged in the business of developing, marketing, and selling the Company's products and services and desires to expand its customer base; and

WHEREAS, the Independent Contractor has experience and expertise as an independent sales agent (an "ISA") and is willing to provide sales, marketing, lead generation and related services to the Company as an independent contractor on the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the engagement of the Independent Contractor.

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

1. ENGAGEMENT

1.1 Engagement. The Company hereby engages the Independent Contractor to perform the services described in Section 2 and the Independent Contractor accepts such engagement as an independent contractor and not as an employee, partner, agent or joint venturer of the Company.

2. SERVICES

2.1 Scope of Services. The Independent Contractor shall provide sales, lead generation, appointment setting, product demonstrations, and related sales support services as requested by the Company (the "Services"). The Services shall be described with particularity as follows:

2.2 Performance Standards. The Independent Contractor shall perform the Services in a professional manner and shall comply with the Company's written policies provided to Contractor. The Independent Contractor shall use commercially reasonable efforts to meet any sales targets or conversion metrics set forth in the Services Description.

3. COMPENSATION

3.1 Compensation Structure. As full compensation for all Services performed under this Agreement, the Independent Contractor shall be paid as follows:

3.2 Withholding and Taxes. The Independent Contractor is solely responsible for all federal, state, and local taxes, contributions and withholdings with respect to payments made to the Independent Contractor. The Company shall not withhold income taxes, Social Security or other amounts from payments to the Independent Contractor.

3.3 Expense Reimbursement. The Company will reimburse pre-approved out-of-pocket expenses incurred by the Independent Contractor in connection with the performance of Services in accordance with the Company's reimbursement policy. The Independent Contractor must submit receipts and itemized documentation to obtain reimbursement.

4. TERM AND TERMINATION

4.1 Term. This Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated pursuant to this Section.

4.2 Termination for Convenience. Either party may terminate this Agreement upon days' prior written notice to the other party.

4.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

4.4 Effect of Termination. Upon termination, the Company shall pay the Independent Contractor for Services satisfactorily performed through the effective date of termination in accordance with Section 3, subject to any applicable clawback or set-off rights expressly set forth herein.

5. INDEPENDENT CONTRACTOR; NO AUTHORITY

5.1 Independent Status. The parties agree that the Independent Contractor is an independent contractor and not an employee, agent, partner or joint venturer of the Company. The Independent Contractor has no authority to bind the Company or to make any representations or warranties on behalf of the Company except as expressly authorized in writing.

5.2 Non-Exclusive Services. Unless otherwise agreed in writing, the Independent Contractor may perform services for other clients, provided such services do not create a conflict of interest or violate confidentiality obligations under this Agreement.

6. CONFIDENTIALITY

6.1 Confidential Information. The Independent Contractor shall hold in strict confidence and shall not disclose or use any Confidential Information of the Company except as necessary to perform the Services. "Confidential Information" includes, without limitation, pricing, customer lists, sales leads, marketing plans, trade secrets and business methods.

6.2 Exceptions. Confidential Information does not include information that (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully in the Independent Contractor's possession prior to disclosure; or (c) is rightfully received from a third party without restriction and without breach of a confidentiality obligation.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Except for pre-existing materials owned by the Independent Contractor, all work product, leads, reports, marketing content and materials created by the Independent Contractor in connection with the Services shall be the exclusive property of the Company. The Independent Contractor hereby assigns to the Company all right, title and interest in such work product.

7.2 License. To the extent any pre-existing intellectual property of the Independent Contractor is incorporated into the work product, the Independent Contractor grants the Company a perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify and distribute such pre-existing materials as necessary for the Company's business.

8. NON-SOLICITATION

8.1 Non-Solicitation of Customers. During the term and for a period of months following termination, the Independent Contractor shall not directly solicit or accept business from customers introduced to the Independent Contractor by the Company without the Company's prior written consent.

8.2 Non-Solicitation of Personnel. During the term and for a period of months thereafter, the Independent Contractor shall not attempt to induce any employee or contractor of the Company to terminate employment or engagement with the Company.

9. RECORDS; AUDIT

9.1 Books and Records. The Independent Contractor shall maintain complete and accurate records of all activities, leads, sales and expenses relating to the Services for a period of not less than three (3) years following the date of the record.

9.2 Audit Rights. Upon reasonable prior notice, the Company may audit the Independent Contractor's records related to compensation and performance under this Agreement during normal business hours to verify compliance with this Agreement. The Independent Contractor shall cooperate with such audits.

10. INDEMNIFICATION; INSURANCE

10.1 Indemnification. The Independent Contractor shall indemnify, defend and hold harmless the Company and its officers, directors and agents from and against any and all claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Independent Contractor's negligence, willful misconduct, breach of this Agreement or violation of applicable law.

10.2 Insurance. The Independent Contractor shall maintain at its expense insurance coverage sufficient to cover its obligations and liabilities under this Agreement and shall provide evidence of such insurance upon the Company's request.

11. LIMITATION OF LIABILITY

11.1 Exclusion. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap. THE AGGREGATE LIABILITY OF EACH PARTY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO THE INDEPENDENT CONTRACTOR UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. COMPLIANCE WITH LAW

The Independent Contractor shall comply with all federal, state and local laws, regulations and rules applicable to the performance of the Services, including applicable marketing, telemarketing, anti-spam and consumer protection laws.

13. NOTICES

All notices required or permitted under this Agreement must be in writing and shall be delivered by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

14. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement and that the execution and performance of this Agreement will not violate any other agreement to which it is a party.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

16. ENTIRE AGREEMENT; SEVERABILITY

16.1 Entire Agreement. This Agreement, together with any exhibits or schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral.

16.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that, to the extent possible, achieves the original economic intent of the parties.

17. AMENDMENT; WAIVER; COUNTERPARTS

17.1 Amendment. This Agreement may be amended or modified only by a written instrument executed by both parties.

17.2 Waiver. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision unless acknowledged and agreed to in writing by the waiving party.

17.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be deemed originals for all purposes.

18. MISCELLANEOUS

18.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that the Company may assign this Agreement in connection with a merger or sale of substantially all of its assets.

18.2 Remedies. The parties acknowledge that a breach of Sections 6 (Confidentiality), 7 (Intellectual Property) or 8 (Non-Solicitation) would cause irreparable harm for which monetary damages may be inadequate, and each party shall be entitled to seek injunctive relief and other equitable remedies, in addition to any other remedies available at law or in equity.

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