Principal Consultant Agreement

 

This Principal Consultant Agreement, dated as of as of the date of execution below (the "Agreement"), is entered into by and between Business Legal Management LLC, a State of Texas Limited Liability Company  having its principal place of business at 100 Crescent Court, 7th Floor, Dallas, TX 75201 ("the Company"), and ____________________________, an individual doing business at __________________________________________________ ("Principal Consultant" or “Consultant” or “Independent Contractor”), and together with the Company, the "Parties", and each, a "Party").

WHEREAS, the Company is in the business of providing consulting and legal management services (“Services”) to business entities;

WHEREAS, Independent Contractor wishes to assist the Company as an independent sales representative to solicit clients for the Company’s Services; and

WHEREAS, the Company wishes to engage Independent Contractor as an independent Principal Consultant to solicit clients as appropriate for the Company subject to the terms and conditions of this Agreement and the Company desires to hire and contract the services of the Independent Contractor to provide business consulting for the Company’s clients (“Scope of Work”). The Independent Contractor assents to this Agreement and to act and perform as an independent contractor for the aforementioned Company and is thus willing to do so on the terms and conditions as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

  1. Appointment as Principal Consultant.

    1. Non-Exclusive Appointment. The Company hereby appoints Independent Contractor, and Independent Contractor accepts such appointment, to act as a non-exclusive independent provider of Services to Clients during the Term, solely in accordance with the terms and conditions of this Agreement. The Company may in its sole discretion directly or through an unaffiliated third party sell its Services to any other Person, including Excluded Customers and other customers.

    2. Excluded Customers. Notwithstanding Section 1.1, The Company does not appoint Independent Contractor as an Independent Contractor for the Excluded Customers. Independent Contractor shall not solicit orders from Excluded Customers and shall promptly refer to the Company any sales leads it receives or becomes aware of relating to an Excluded Customer. Should the company decide to have a list of Excluded Customers, it shall provide the Independent Contractor with the list in writing and update it from time to time. Independent Contractor acknowledges and agrees that it is not entitled to any Commission or other compensation for any sale made by the Company to an Excluded Customer.

    3. Principal Consultant. The Principal Consultant herein agrees to devote the necessary amount of time, energy and attention required to satisfactorily complete, conclude and/or archive his or her duties as a business consultant for Business Legal Management LLC clients on a contract basis. When acting as a “Principal Consultant” the Principal Consultant shall be the primary contact between a Client and the Company. It is at the sole discretion of the Company who shall be selected to be a Client’s Principal Consultant.  The assignment of Principal Consultant may change at any time without notice, to suit the Company’s business needs. It is expected that the above detailed services, tasks and responsibilities shall be ongoing until either party terminates this Agreement subject to the provisions below, barring any reasonably unforeseeable circumstances.

    4. Status as Independent Contractor.  

      1. Principal Consultant is an independent contractor pursuant to this Agreement.

      2. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties or an employee/employer relationship. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any Client or other third party.

      3. The operations of the Independent Contractor are subject to the sole control of the Independent Contractor. All Personnel of Independent Contractor are employees or Representatives of the Independent Contractor and not of the Company. Without limitation of the foregoing, Independent Contractor is solely responsible for, at its own expense:

        1. providing such office space and facilities as may be necessary to carry out its obligations under this Agreement; and

        2. any and all costs or expenses that it may incur in the performance of its obligations hereunder.

    5. Independent Contractor Employees. All persons which have been hired by the Principal Consultant, if any, to assist in the performance of the duties, tasks and responsibilities that are necessary to complete the Scope of Work, shall be considered the employees of the Principal Consultant, unless otherwise specifically noted in an agreement signed by all parties. The Principal Consultant shall receive written approval prior to using any employees to complete the Scope of Work.

  2. General Independent Contractor Obligations.

    1. Promote the Services. Independent Contractor shall at its own expense:

      1. promote, and solicit the sale of the Services of the Company to prospective Clients consistent with good business practice;

      2. initiate and attend calls and meetings with prospective Clients and Clients which Independent Contractor is assigned as the Principal Consultant;

      3. observe all guidelines and standards the Company has in place in relation to the promotion and solicitation of the Services of the Company;

      4. in any and all contact between Independent Contractor and any prospective Client, identify Independent Contractor’s full legal name, trade name, or both;

      5. promote and solicit the sale of the Services of the Company and conduct business in a manner that reflects favorably at all times on the Services and the good name, goodwill, and reputation of the Company;

      6. promptly notify the Company of, and provide, upon the Company’s request, reasonable assistance to the Company to address and investigate, any complaint or adverse claim about any Service or its use of which Independent Contractor becomes aware;

      7. promptly forward to the Company (without deduction) any amount received from a Client for the Company’s Services, with endorsements if necessary;

      8. perform any and all responsibilities and duties that may be associated within the scope of work set for above, including, but not limited to, work which may already be in progress or any related changes of assignment. The Principal Consultant shall have full discretion within the scope of work but shall not engage in any activity which is not expressly set forth by this Agreement without first obtaining prior written authorization;

      9. submit an invoice via email or mail to the Company itemizing the sales and services provided under this Agreement; and

      10. to provide to the Company proof of the necessary licensing status that may be required to perform the Scope of Work in accordance with the terms and conditions of this Agreement and Workers' Compensation Coverage where required by law.

    2. Obtain Government Approval. Independent Contractor shall at its own expense maintain all certifications, credentials, licenses, and permits necessary to conduct its business relating to its obligations under this Agreement.

    3. Prohibited Acts. Notwithstanding anything to the contrary in this Agreement, the Independent Contractor shall not directly or indirectly:

      1. make any representations, warranties, guarantees, indemnities, similar claims, or other commitments:

        1. actually, apparently, or ostensibly on behalf of the Company, or

        2.  to any Client with respect to the Services of the Company, which representations, warranties, guarantees, indemnities, similar claims, or other commitments are additional to or inconsistent with any then-existing representations, warranties, guarantees, indemnities, similar claims, or other commitments in this Agreement or any written documentation provided by the Company to the Client;

      2. engage in any unfair, anti-competitive, misleading, or deceptive practices respecting the Services of the Company.

  3. Company Obligations.

    1. During the Term, the Company shall:

      1. provide any information and support that may be reasonably requested by Principal Consultant regarding the promotion and solicitation of Services under this Agreement;

      2. attend any reasonably scheduled meetings with a prospective client in an effort to assist the Principal Consultant engage the client in a Retainer Agreement for Services of the Company (in which case the Principal Consultant shall still be entitled to a Commission under Section 4); and

      3. keep accurate records of all sales of Services through Principal Consultant hereunder and submit to Principal Consultant monthly (together with the applicable Commission payment under Section 4) a monthly report indicating its total sales through Principal Consultant hereunder for the immediately preceding month and the amount of payments received by the Company with respect to such sales for which Principal Consultant is entitled to a Commission under Section 4.

  4. Commission Rate. Subject to Section 5, the Company shall pay Principal Consultant a Commission ("Commission") for its services for each sale solicited by Principal Consultant pursuant to the terms of this Agreement, in the amount equal to the percentage of the Net Sales Price of each such sale calculated at the commission rate corresponding to the percentages specified in the chart below:

Year

Percent of the Net Sales Price corresponding to the applicable Retainer Agreement

1st year client pays for Company Services

Twenty percent (20%) of the monthly fee paid

2nd year client pays for Company Services

Fifteen percent (15%) of the monthly fee paid

3rd year client pays for Company Services

Ten percent (10%) of the monthly fee paid

4th year client pays for Company Services

Five percent (5%) of the monthly fee paid

5th year and each subsequent year client pays for Company Services

Two percent (2%) of the monthly fee paid

 

  1. Principal Consultant Rate.  Principal Consultant will also be entitled to 20% to 40% of the monthly fee paid (determined on a deal by deal basis) by any clients s/he is assigned to be the Principal Consultant for on behalf of the Company (“Fees”), as payment is received, for as long as those clients remain with Business Legal Management, LLC and the Consultant is the Principal Consultant. Should the Principal Consultant not be able to fulfill his/her responsibilities as the Principal Consultant for a client in any given month, the Principal Consultant shall notify the Company in advance as soon as is reasonably possible. The Company shall in its sole discretion assign a different consultant to the client and the Company shall determine how the monthly fees shall be shared.

  2. Payment Terms.

    1. Commissions and Fees become payable to the Independent Contractor only at such times and only to the extent that the Company actually receives unconditional payment from the Client under the corresponding Retainer Agreement. If Client pays Company in increments or installments, then pro rata Commissions and Fees corresponding to the incremental or installment payments of the Net Sales Price are payable. The Company shall pay Independent Contractor on the fifteenth of each month (or the next business day if the 15th falls on a Saturday, Sunday, or Federally recognized holiday), the Commission and Fees owed for the immediately preceding month.

      1. In addition, for purposes of clarification, Independent Contractor shall not be entitled to any Commission or other compensation:

        1. corresponding to any amount of a Retainer Agreement that is not part of the Net Sales Price;

        2. for any sale made to an Excluded Customer;

        3. to the extent that the Company or Client takes any action that reduces the Net Sales Price payable by any Client;

        4. for services given for a Client when the independent contractor is not the Principal Consultant; or

        5. that contravenes any Law.

    2. The Company shall make all Commission payments in US dollars by check or wire transfer. If Independent Contractor chooses to receive payments via wire transfer, Independent Contractor shall provide Company with all necessary information to complete the transfer.

    3. Provide IRS Form W-9.  Independent Contractor shall provide to the Company IRS Form W-9, Request for Taxpayer Identification Number and Certification prior to receiving a Commission or Fee.

    4. Disputes. Independent Contractor shall notify the Company in writing of any dispute regarding any paid Commissions or Fees (along with a reasonably detailed description of the dispute) within fifteen days from the Independent Contractor’s receipt of payment. Independent Contractor will be deemed to have accepted all monthly payments for which the Company does not receive timely notification of disputes. The Parties shall seek to resolve all such disputes expeditiously and in good faith. Notwithstanding anything to the contrary, Independent Contractor shall continue performing its obligations under this Agreement during any such dispute.

    5. Tax Withholding. The Independent Contractor acknowledges and recognizes that s/he shall complete and return to the Company an IRS Form 1099 and related tax statements, and shall be required by law to file corporate and/or individual tax returns, and to pay said taxes pursuant to all provisions of applicable Federal, State and Local laws. The Principal Consultant herein pledges and agrees to indemnify the Company for any damages or expenses, including any related attorney's fees, and legal expenses incurred by the Company as a result of Principal Consultant’s failure to make such required payments. Upon the Company's reasonable request, the Principal Consultant shall provide proof of required tax payments.

    6. Benefit Rights Waiver. The Independent Contractor herein waives and foregoes any and all right to receive any benefits that may be provided by the Company to its regular employees, including, but not limited to, health benefits, vacation, retirement, profit sharing plans, sick leave, and any 401(k) plans. The Independent Contractor acknowledges and agrees that if any government agency or court of law claims that the Independent Contractor is an employee, s/he agrees to waive coverage under these plans. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of his/her agreement with the Company. This waiver is effective independently of the Independent Contractor’s employment status as adjudicated for taxation purposes or for any other purpose.

  3. Intellectual Property Rights.

    1. Ownership. Independent Contractor acknowledges and agrees that:

      1. any and all Company’s Intellectual Property Rights are the sole and exclusive property of the Company or its licensors;

      2. Independent Contractor shall not acquire any ownership interest in any of the Company’s Intellectual Property Rights under this Agreement;

      3. any goodwill derived from the use by Independent Contractor of Company’s Intellectual Property Rights inures to the benefit of the Company or its licensors, as the case may be;

      4. if Independent Contractor acquires any Intellectual Property Rights in or relating to any Services purchased under this Agreement (including any rights in any Trademarks or derivative works), by operation of law, or otherwise, such rights are deemed and are hereby irrevocably assigned to the Company or its licensors, as the case may be, without further action by either of the Parties; and

      5. The Independent Contractor shall not make use of the Company Trademark and/or Logo on any internet website and, furthermore, shall not register or use any domain names, meta tags, search engine keywords, hidden texts or URLs that may include any of the Company Trademark and/or Logo without first obtaining the Company's prior written approval.

    2. Work Product—Work for Hire. The Independent Contractor herein acknowledges and agrees that all work of authorship performed for the Company shall be subject to the Company's direction and control and that such work constitute Work for Hire Work Product pursuant to United States Code Title 17 – Chapter 2 – Sections 201 & 202 Ownership of Copyright & Material.

      1. Any and all property and/or work created, developed, invented, devised, conceived or discovered by the Principal Consultant shall be subject to current copyright and/or other protections and are explicitly considered by the Principal Consultant and the Company to be "works made for hire" work product and thus shall be considered the sole property of the Company.

      2. The Company, hereinafter, shall be considered the Author of Program pursuant to the U.S. Copyright laws. Any and all works for hire shall be the sole exclusive property of the Company. Furthermore, consistent with the Principal Consultant’s recognition of the Company's sole and complete ownership rights in the materials, the Principal Consultant agrees to not make use of said proprietary information or any part thereof for the benefit of any party other than the Company.

    3. Patent Applications. The Company herein agrees to cover and pay for any and all expenses related to the preparation, execution and prosecution of any patent applications made in the United States of America and all foreign countries wherein the Company may desire to obtain patents. 

      1. The Company herein agrees to compensate and pay to the Independent Contractor a reasonable cash award or bonus upon the successful execution by the Independent Contractor of the application filed with the United States Letters Patent for such invention or improvement and issuance of a patent on said application, together with an assignment thereof to the Company.

      2. Excluded from this Agreement are any inventions and/or improvements which are related to the Company business that were made by the Independent Contractor prior to commencement of engagement by the Company as follows:

        1. embodied in the United States Letters Patent or any application for a United States Letters Patent that has been filed prior to commencement of this employment; or

        2. in the possession of a former company who has applied and who now owns the invention; or

        3. as set forth in an attachment hereto.

    4. Ownership of Social Media. The Company has sole ownership over any social media contacts, acquired before and/or throughout the Independent Contractor’s term of service, including, but not limited to "followers" or "friends" which may be or have been acquired through such accounts as email addresses, blogs, Twitter, Facebook, YouTube or any other social media network that has been used or created by or on behalf of the Company.

    5.  Assignment.  The Company shall own, as its sole and full exclusive property, and the Principal Consultant agrees to allocate, transfer and/or convey to its authorized nominees all of the right, title and interest in and to any and all said "ideas" that are generally related to the Company's business, including, but not limited to, any inventions, processes, improvements, ideas, copyrights, patents, trademarks, works of art, formulas, manufacturing technology, developments, designs, documents, writings, discoveries, and trade secrets that the Principal Consultant may create, conceive, or reduce to practice, whether solely or jointly with others, copyrightable, patentable or unpatentable, from the date of this Agreement for the actual first date of employment with the Company, whichever comes first, until the termination of the Principal Consultant’s employment. The Principal Consultant shall not be required to assign or allocate any invention where there was no use of Company equipment, supplies, facilities or trade secret information and of which was developed entirely on the Principal Consultant’s own time, and is in no way related to the Company's business or to the Company's actual provable and anticipated research or development or; that does not result from work performed for the Company. The Principal Consultant herein allocates to the Company all releases and discharges the Company, any affiliates of the Company and their respective officers, representatives, directors and employees, from and against any and all claims, demands, liabilities, costs and expenses of the Principal Consultant arising out of, or relating to, any Proprietary Information.

    6. Execution. During and throughout the course of employment by the Company, and upon the request of and without any compensation other than that which is herein contained and provided, but at no expense to the Principal Consultant, the Principal Consultant shall execute any documents and take action which the Company may deem necessary or appropriate to ensure the implementation of all the provisions of this Agreement, including without limitation, assisting the Company in obtaining and/or maintaining any patents, copyrights or similar rights to any Proprietary Information assigned and allocated to the Company.

      1. The Principal Consultant further agrees that the obligations and undertakings herein stated within this section shall continue beyond termination of employment for any reason by the Company; however, should the Principal Consultant be called upon for any such assistance after termination of employment, then the Principal Consultant shall be entitled to fair and reasonable payment in addition to reimbursement of any expenses which may have been incurred at the request of the Company.

  4. Term; Termination.

    1. Initial Term. The term of this Agreement commences on the Effective Date and continues until either party terminates this Agreement as described in Section 8.2 (the “Term").

    2. The Parties’ Right to Terminate. Either party may terminate this Agreement by providing thirty (30) days written Notice to the other Party. If the Independent Contractor as a Principal Consultant is receiving a Commission, the Commission shall continue until such time that the Principal Consultant would no longer be eligible to receive the Commission if the Agreement had not been terminated.

    3. Suspend or Alter Work. The Company reserves the right to inspect, stop and/or alter the work of the Independent Contractor to assure its conformity with this Agreement and the Company's needs. At any time, the Company may, without cause, order the Independent Contractor, by way providing one day prior written notice, to suspend, delay or interrupt work or services pursuant to this Agreement, in whole or in part, for such periods of time as the Company, at its sole discretion, may deem fit or necessary. Any such suspension shall be affected by the delivery of a written notice to the Independent Contractor of said suspension specifying the extent to which the performance of the work or services under this Agreement is suspended, and the date upon which the suspension becomes effective, which shall be no less than seven (7) calendar days from the date of the notice of suspension is delivered. The suspension of work and/or services shall be treated as an excusable delay.

    4. Termination of Agreement for Cause. If at any time the Company believes that the Principal Consultant may not be adequately performing their obligations under this Agreement or may be likely to fail to complete their work/services on time as required by this Agreement, then the Company may request from the Principal Consultant written assurances of performance and a written plan to correct observed deficiencies in the Principal Consultant’s performance. Any failure to provide such written assurances constitutes grounds to declare a default under this Agreement.

      1. The Principal Consultant, at such time, shall be deemed to be in default of this Agreement and the Company may, in addition to any other legal or equitable remedies available to the Company, terminate the Principal Consultant’s right to proceed under this Agreement, for cause, should the Principal Consultant commit a breach of this Agreement and not cure said breach within ten (10) business days of the date of notice from the Company demanding such cure; or if such failure is curable but not within the ten (10) day period required, within such period of time as is reasonably necessary to accomplish such cure. In addition, in order for the Principal Consultant to avail itself of this time period in excess of ten (10) business days from the date of the notice, the Principal Consultant must provide the Company a written plan acceptable to and by the Company to cure said breach, and then diligently commence and continue such cure in accordance to the written plan provided.

      2. In the event a termination for cause is determined to have been made wrongfully or without cause, then the termination shall be treated as a Termination for Convenience, and the Principal Consultant shall have no greater rights than it would have had if a termination for convenience had been effected in the first instance. No other loss, cost, damage, expense or liability may be claimed, requested or recovered.

    5. Termination for Convenience. The Company may terminate performance of the Principal Consultant’s work and/or services under the Agreement pursuant to this paragraph in whole, or in part, whenever the Company shall determine that termination is in their best interest. Termination shall be effected by delivery of a written notice to the Principal Consultant of termination specifying the extent to which performance of the work and/or services under this Agreement is terminated, and the date upon which termination shall become effective, which shall be no less than five (5) business days from the date the notice of termination is delivered. The Principal Consultant shall then be entitled to recover any costs expended up to that point plus a reasonable profit, but not other loss, damage, expense or liability may be claimed, requested or recovered. Except as provided in this Agreement, in no event shall the Company be liable for any costs incurred by or on behalf of the Principal Consultant after the effective date of the notice of termination. The termination pursuant to the provisions contained within this paragraph shall not be construed as a waiver of any right or remedy otherwise available to the Company.

  5. Confidentiality, Non-Disclosure and Non-Compete.

    1. Scope of Confidential Information. From time to time during the Term, the Company (as the "Disclosing Party") may disclose or make available to Independent Contractor (as the "Receiving Party") information about its business affairs, goods and services, forecasts, confidential information, and materials comprising or relating to Intellectual Property Rights, trade secrets, third-party confidential information including but not limited to information received from current or prospective clients, and other sensitive or proprietary information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure:

      1. is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 9.1 by the Receiving Party or any of its Representatives;

      2. is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information;

      3. was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party;

      4. was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information; or

      5. is required to be disclosed pursuant to applicable Law.

    2. Protection of Confidential Information. The Receiving Party shall:

      1. protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care;

      2. not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and

      3. not disclose any such Confidential Information to any Person, except to the Receiving Party's employees who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.

      4. The Receiving Party shall be responsible for any breach of this Section 9. On the termination of this Agreement or at the Disclosing Party's written request, the Receiving Party and its Representatives shall, promptly return all Confidential Information and copies thereof that it has received under this Agreement.

    3. Representation and Warranties. The Independent Contractor represents and warrants that his/her relationship with the Company will not cause or require that s/he breach any obligation to the agreement of or confidence related to any confidential, trade secret and/or proprietary information of any other person, company or entity. Furthermore, the Independent Contractor acknowledges that a condition of the relationship is s/he has not brought and will not bring or use in the performance of his or her duties at the premises of the Company any proprietary or confidential information, whether or not in writing, of a former contracted company without that company's written permission or authorization. The breach of this condition shall result in automatic termination of the relationship as of the time of the occurring breach. Except as otherwise noted on the back of the signature page hereof, there are no inventions heretofore made or conceived by the Independent Contractor that the Independent Contractor deems to be excluded from the scope of this Agreement and Independent Contractor hereby releases the Company from any and all claims by the Independent Contractor by reason of any use by Company from any invention heretofore made or conceived by the Independent Contractor.

    4. Non-Solicitation. The Independent Contractor shall not, throughout the duration of this Agreement and for a period of two years immediately following the termination of this Agreement, unless approved in writing by the Company’s CEO, either directly or indirectly, call on, solicit, take away, consult for, or attempt to do any similar activity which pertains to any of the customers or clients of the Company on whom the Independent Contractor called, contacted or may have become acquainted with during the fulfillment of the terms of this Agreement, either for his/her own benefit or for the benefit of any other individual, firm, corporation or organization.

    5. Non-Recruit.  The Independent Contractor shall not throughout the duration of this Agreement and for a period of two years immediately following the termination of this Agreement, either directly or indirectly, recruit any of the Company's consultants, independent contractors, employees, customers, clients or management for the purpose of any outside business, unless approved in writing by the Company’s CEO.

  6. Limitation of Liability.

    1. NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. EXCEPT FOR OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT, LIABILITY FOR BREACH OF CONFIDENTIALITY, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY OR ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

  7. Miscellaneous.

    1. Entire Agreement.  This Agreement, including and together with all exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

    2. Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

    3. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability does not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

    4. Amendment and Modification. No amendment to this Agreement is effective unless it is in writing and signed by each Party.

    5. Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties, or otherwise.

    6. Equitable Remedies. Each Party acknowledges and agrees that (a) a breach or threatened breach by such Party of any of its obligations under Section 9 would give rise to irreparable harm to the other Party for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by such Party of any such obligations, the other Party shall, in addition to any and all other rights and remedies that may be available to such Party at law, at equity, or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy.

    7. Assignment. Independent Contractor may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Company. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the assigning or delegating Party of any of its obligations under this Agreement. The Company may assign any of its rights or delegate any of its obligations to any Affiliate or to any Person acquiring all or substantially all of the Company’s assets.

    8. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.

    9. No Third-party Beneficiaries.  The parties do not confer any rights or remedies upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.

    10. Choice of Law. This Agreement, including all exhibits, schedules, attachments, and appendices attached hereto and thereto, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the Laws of the State of Texas, United States of America, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the Laws of any jurisdiction other than those of the State of Texas.

    11. Arbitration. Any dispute, controversy or claim arising out of or related to this Agreement or any breach of this Agreement shall be submitted to and decided by binding arbitration. In the event the parties cannot agree on an arbitrator, then the arbitration shall be administered exclusively by the American Arbitration Association and shall be conducted consistent with the rules, regulations, and requirements thereof as well as any requirements imposed by Texas state law. Any arbitral award determination shall be final and binding upon the parties. Each party shall pay its own expenses for arbitration, including the attorney’s fees and costs, unless as a part of the final arbitration decision, fees and costs are awarded. Any award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

    12. Waiver of Jury Trial. Each Party acknowledges and agrees that any controversy that may arise under this Agreement, including any exhibits, schedules, attachments, and appendices attached to this Agreement, is likely to involve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement, including any exhibits, schedules, attachments, and appendices attached to this Agreement, or the transactions contemplated hereby.

    13. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

 

BUSINESS LEGAL MANAGEMENT

 

 

By_____________________

Name: Bobby Love

Title: CEO

 

 

 

[INDEPENDENT CONTRACTOR NAME]

 

 

By_____________________

Name:

Title:

Agree to Indpendent Contractor BLG Agrement

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