INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement (this "Agreement") is made effective as of April 09, 2019, by and between Business Legal Management LLC (the "BLM"), of 100 Crescent Court, 7th Floor, Dallas, Texas 75201, and ______________________________________ (the "Contractor"), of _________________, _________________, _________________ _________________. In this Agreement, the party who is contracting to receive the services shall be referred to as "BLM", and the party who will be providing the services shall be referred to as "Contractor."
1. DESCRIPTION OF SERVICES. Beginning on the date this Agreement is signed, the Contractor will provide the following services (collectively, the "Services"): The Contractor will find customers for Business Legal Management and sign up those Customers under a standard BLM contract. For each Customer they sign up, they will be paid a commission as set forth below.
2. PAYMENT FOR SERVICES. The BLM will pay compensation to the Contractor for the Services. Payments will be made as follows:
20% of the revenue actually received by BLM during the first 12 months from each specific client referred to BLM by the Contractor.
15% of the revenue actually received by BLM during the second 12 months from each specific client referred to BLM by the Contractor.
10% of the revenue actually received by BLM during the third 12 months from each specific client referred to BLM by the Contractor.
5% of the revenue actually received by BLM during the fourth 12 months from each specific client referred to BLM by the Contractor.
2% of the revenue actually received by BLM during the fifth 12 months from each specific client referred to BLM by the Contractor.
Payments under this Agreement will be made monthly based on sales and payments to BLM collected in accordance with the compensation plan agreed to by the parties as amended from time to time.
No other fees and/or expenses will be paid to the Contractor, unless such fees and/or expenses have been approved in advance by the appropriate executive on behalf of the BLM in writing. The Contractor shall be solely responsible for any and all taxes, Social Security contributions or payments, disability insurance, unemployment taxes, and other payroll type taxes applicable to such compensation.
3. TERM/TERMINATION. This Agreement may be terminated by either party upon 30 days' written notice to the other party.
A regular, ongoing relationship of an indefinite term is not contemplated. The BLM has no right to assign services to the Contractor other than as specifically contemplated by this Agreement. However, the parties may mutually agree that the Contractor shall perform other services for the BLM, pursuant to the terms of this Agreement.
4. RELATIONSHIP OF PARTIES. It is understood by the parties that the Contractor is an independent contractor with respect to BLM, and not an employee of the BLM. The BLM will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of the Contractor.
It is contemplated that the relationship between the Contractor and the BLM shall be a non-exclusive one. The Contractor also performs services for other organizations and/or individuals. The BLM has no right to further inquire into the Contractor's other activities.
5. BLM'S CONTROL. BLM has no right or power to control or otherwise interfere with the Contractor's mode of effecting performance under this Agreement. The BLM's only concern is the result of the Contractor's work and not the means of accomplishing it. Except in extraordinary circumstances and when necessary, the Contractor shall perform the Services without direct supervision by the BLM.
6. PROFESSIONAL CAPACITY. The Contractor is a professional who uses his or her own professional and business methods to perform services. The Contractor has not and will not receive training from the BLM regarding how to perform the Services.
7. PERSONAL SERVICES NOT REQUIRED. The Contractor is not required to render the Services personally and may employ others to perform the Services on behalf of the BLM without the BLM's knowledge or consent. If the Contractor has assistants, it is the Contractor's responsibility to hire them and to provide materials for them.
8. NO LOCATION ON PREMISES. The Contractor has no desk or other equipment either located at or furnished by the BLM. Except to the extent that the Contractor works in a territory as defined by the BLM, his or her services are not integrated into the mainstream of the BLM's business.
9. NO SET WORK HOURS. The Contractor has no set hours of work. There is no requirement that the Contractor works full time or otherwise account for work hours.
10. EXPENSES PAID BY CONTRACTOR. The Contractor's business and travel expenses are to be paid by the Contractor and not by BLM unless specifically agreed upon by a BLM client.
11. CONFIDENTIALITY. Contractor may have had access to proprietary, private and/or otherwise confidential information ("Confidential Information") of the BLM. Confidential Information shall mean all non-public information which constitutes, relates or refers to the operation of the business of the BLM, including without limitation, all financial, investment, operational, personnel, sales, marketing, managerial and statistical information of the BLM, and any and all trade secrets, customer lists, or pricing information of the BLM. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. The Contractor will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Contractor, or divulge, disclose, or communicate in any manner any Confidential Information. The Contractor will protect such information and treat the Confidential Information as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, the Contractor will return to the BLM all Confidential Information, whether physical or electronic, and other items that were used, created, or controlled by the Contractor during the term of this Agreement.
This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.
12. INJURIES. The Contractor acknowledges the Contractor's obligation to obtain appropriate insurance coverage for the benefit of the Contractor (and the Contractor's employees, if any). The Contractor waives any rights to recovery from the BLM for any injuries that the Contractor (and/or Contractor's employees) may sustain while performing services under this Agreement and that are a result of the negligence of the Contractor or the Contractor's employees. Contractor will provide the BLM with a certificate naming the BLM as an additional insured party.
13. INDEMNIFICATION. The Contractor agrees to indemnify and hold harmless the BLM from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against the BLM that result from the acts or omissions of the Contractor, the Contractor's employees, if any, and the Contractor's agents.
14. NO RIGHT TO ACT AS AGENT. An "employer-employee" or "principal-agent" relationship is not created merely because (1) the BLM has or retains the right to supervise or inspect the work as it progresses in order to ensure compliance with the terms of the contract or (2) the BLM has or retains the right to stop work done improperly. The Contractor has no right to act as an agent for the BLM and has an obligation to notify any involved parties that it is not an agent of the BLM.
15. ENTIRE AGREEMENT. This Agreement constitutes the entire contract between the parties. All terms and conditions contained in any other writings previously executed by the parties regarding the matters contemplated herein shall be deemed to be merged herein and superseded hereby. No modification of this Agreement shall be deemed effective unless in writing and signed by the parties hereto.
16. WAIVER OF BREACH. The waiver by the BLM of a breach of any provision of this Agreement by Contractor shall not operate or be construed as a waiver of any subsequent breach by Contractor.
17. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
18. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Texas.
19. SIGNATORIES. This Agreement shall be deemed signed by George Brunt, Manager on behalf of Business Legal Management LLP and by Contractor’s acknowledgment below. This Agreement is effective as of the date first above written.