Brand Troops Inc-Lifeline & ACP IBO ICA
Release Authorization
In connection with my Independent Agent Agreement, I understand that an investigative consumer report may be requested that will include information as to my character, work habits, performance, and experience, along with reasons for termination of past employment. I understand that as directed by company policy and consistent with the job described, you may be requesting information from public and private sources about my: workers’ compensation injuries, driving record, court record, education, credentials, credit, and references.
Medical and workers’ compensation information will only be requested in compliance with the Federal Americans with Disabilities Act (ADA) and/or any other applicable state laws. According to the Fair Credit Reporting Act, I am entitled to know if contract is not accepted because of information obtained by the contracting company from a consumer-reporting agency. If so, I will be notified and given the name and address of the agency or the source which provided the information.
I acknowledge that a facsimile (FAX) or photographic copy shall be as valid as the original. This release is valid all most federal, state and county agencies including all state Departments of Labor.
If you want a copy of the report(s) ordered, check the box when prompted below.
The report(s) will be sent to you at the address below.
I hereby authorize, without reservation, any law enforcement agency, institution, information service bureau, school, employer, reference or insurance company contacted by the reporting agency or its agent, to furnish the information described in Section 1. The following information is required by law enforcement agencies and other entities for positive identification purposes when checking public records. It is confidential and will not be used for any other purposes. I hereby release the contracting company and agents and all person, agencies, and entities providing information or reports about me from any and all liability arising out of the requests for or release of any of the above mentioned information or reports.
I acknowledge that the foregoing authorization shall continue in force until revoked by me in writing.
This is the same information requested on the IRS W9 form.To view directions click here Form W9
Pursuant to Internal Revenue Service Regulations, you must furnish your Taxpayer Identification Number (TIN) to Brand Troops Inc. If this number is not provided, you may be subject to a 31% withholding on each payment. To avoid this 31% withholding and to insure that accurate tax information is reported to the Internal Revenue Service, please use this form to provide the requested information.
PRIVACY ACT STATEMENT
Section 6109 of the Internal Revenue Code requires you to give your correct Taxpayer Identification Number (TIN) to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. The IRS will use the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation and to cities, states, and the District of Columbia to carry out their tax laws. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 30% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply
Purpose of this form: Independent Contractor IRS W-9 FORM / NEC-1099
Brand Troops Inc is processing a payment. To conform to IRS regulations for Form 1099, we must have a Federal Tax Identification Number or Social Security Number in our files for ALL VENDORS and INDIVIDUALS receiving payments from the COMPANY (Although the information may be similar to what is typically provided on an IRS W-9 Form, an IRS W-9 Form may not be submitted in lieu of this Brand Troops Inc. Substitute W-9 Form).In order to comply, we ask that you provide the following information:
AUTHORIZATION AGREEMENT FOR DIRECT DEPOSITS (ACH CREDITS)
I (we) hereby authorize called COMPANY, to initiate credit and, if necessary, debit entries and adjustments for any credit entries in error to my (our): (select one) Account type: indicated below, at the depository Financial Institution named below, and to credit or debit the same from such account. I (we) acknowledge that the authority will remain in effect until I have (or either of us) cancelled it in writing and that the origination of ACH transactions to my (our) account must comply with the provisions of U.S. law.
This authorization is to remain in full force and effect until COMPANY has received written notification from me (or either of us) of its termination in such time, and in such manner as to afford COMPANY and Financial Institution a reasonable opportunity to act on it.
Independent Contractor Agreement
Today’s date:
06/04/2023
Business Information
Signer Information
This contract is made between Brand Troops Inc. DBA Mobile Troops Inc, Solar Troops Inc, Energy Troops Inc (The COMPANY) and the individual or the COMPANY named above, to be referred to as Independent Contractor (Contractor), on 06/04/2023 .
Contract: Subject to the terms and conditions of this Agreement, the 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. Furthermore:
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 the COMPANY: You are hereby engaged by the 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 the 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 the 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 businessperson and/or the 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. The COMPANY has 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 the COMPANY you shall operate as an Independent Contractor. You are a self-employed, independent businessperson and/or the COMPANY and you are engaged in an independent trade or occupation. You are not now, nor will you ever be an employee of the COMPANY and nothing in this agreement, nor the solicitation of Accounts for the 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 the COMPANY, the existence of which relationship is hereby expressly denied by the COMPANY and you. Furthermore:
You are Not Eligible for Benefits: As you are not an employee of the 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 the COMPANY, including but not limited to, disability coverage, vacation pay, health or dental coverage, minimum wage, or workers’ compensation. the 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: The COMPANY will pay Contractor for valid “Enrolled Customers,” (as herein defined or detailed) in section "Enrollments “of this Agreement. Your specific compensation and or commission rate and details are outlined in separate Attachment “A” and or Market Acceptance Agreement (MAA) and or Market Service Agreement (MSA) that will be executed by the COMPANY and Independent Contractor and shall govern the terms of all payments made by the 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 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. Furthermore:
Your Claw backs: You acknowledge and agree if allowances, adjustments, or refunds are due with respect to commission amounts paid to Independent Contractor, the 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 the COMPANY to recover any payment made to Independent Contractor under this Agreement if the customer for whom Independent Contractor received payment under this Agreement fails to qualify for the Client Program, is not approved or accepted to the Client Program, fails to activate the associated device provided through the Client Campaign program by placing at least one phone call (i.e., Customer fails to activate the device), fails to achieve valid Enrolled Customer status, terminates, rescinds, cancels or otherwise ends Service with the COMPANY or any of the 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. Furthermore:
Your Override Compensation: THE COMPANY may offer extra or additional compensation to Contractor to coach and generate sales from other representatives. Furthermore:
Enrollment: A valid “Enrolled Customer” means a customer who is eligible, resides in the Territory (if applicable), is approved, and accepted for the COMPANY and or the COMPANY'S clients, and customer was enrolled by Contractor using Contractor’s unique promotional code assigned by the COMPANY. It is understood and agreed that not all persons who attempt to enroll in the COMPANY'S and or clients’ products, systems, and service will meet the eligibility requirements and be accepted into the program. Furthermore:
Retail Locations: To warrant a Commission, sales conducted on the premises of certain pre-authorized retail locations must first be confirmed by Client, at its sole discretion, utilizing geolocation data showing the enrollment occurred within 30 yards of the approved retail location address. Otherwise, additional retail associated Commissions shall not be warranted. Contractor agents shall comply with all conditions imposed by the retailer concerning the solicitation of customers. Furthermore, while at any given retail location, Contractor agents:
Sales Performance: Performance standards may be issued to Contractor by the COMPANY at the sole discretion of the COMPANY management. Contractor performance evaluations shall be conducted by the COMPANY at the sole discretion of the COMPANY management.
Reports, Monthly Accounting’s: The COMPANY shall provide a Weekly Sales Report to Contractor confirming valid Enrolled Customers from the Payable Period, including associated order dates and any Commissions payable. All orders are subject to approval of items, price, and credit by the COMPANY, and confirmation by purchasers. All quotations for sales made by the Contractor to customers or prospective customers must be made expressly subject to the approval and confirmation by the COMPANY and are not final until the COMPANY gives such approval in writing When the COMPANY accepts payment for orders; the COMPANY will credit the account of the Contractor with the commissions related to those orders. the 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.
Marketing Sales and Workshops: As a service to you, the 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 the COMPANY or represent that any product or service funded by you has been approved or endorsed by the 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 the COMPANY'S client. The contractor assigns all rights, title, and interest in the same to the 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 the COMPANY and/or the COMPANY's client, under this agreement, shall be the exclusive property of the the COMPANY and/or the COMPANY'S client, for use in its operations and for infinite duration.
Refunds, Damages or Settlement: the COMPANY may in its full discretion for any reason refund all or any portion of the purchase price or rentals to any customer. The 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 an 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 the COMPANY in taking orders and transacting business generally. If the Contractor takes an order at a price disadvantageous to the COMPANY, the COMPANY may accept the order and charge the 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 the COMPANY to comply with the order, Contractor will indemnify the COMPANY with such amount as necessary to compensate the 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 the 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 the COMPANY and its clients because 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 the COMPANY and/or Client discovers any Campaign program, Customer and/or enrollment related fraud, as determined by the 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. The contractor may also be charged for any of the COMPANY administrative costs associated with such fraudulent activity. the COMPANY may either charge such amounts immediately due and owing and/or offset such amounts from any Contractor Commissions due. Furthermore:
Hiring and Training: Upon written permission from the COMPANY, Contractor can manage, direct, and hire its own employees and or independent contractors (hereinafter “Reps or reps”) and assigned to the COMPANY campaigns. No Reps shall be assigned to the COMPANY 's campaign, nor have access to any the COMPANY Confidential Information unless (i) such Reps have completed a training session utilizing the COMPANY approved training materials, and (ii) has entered into a binding written agreement with Contractor containing provisions at least as protective of the 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. Furthermore:
Recruiting and On-boarding: Contractor and relevant Contractor agents must satisfactorily complete the 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. Contractor must be vetted and receive approval from the COMPANY and Client prior to any Campaign-related performance and prior to on boarding any Contractor agents. Without limitation, requirements for approval include:
Your Expenses and Costs: As an Independent Contractor, you are solely responsible for (and the COMPANY will not reimburse you for) any expenses that you incur in soliciting Accounts for the COMPANY ’s Client(s), including but not limited to, food, lodging, transportation, fuel, telephone calls 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 always maintain in full force and effect during the terms of this agreement, at your sole cost and expense.
Equipment (If Campaign Available and Applicable): 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 all equipment that is placed in his or her custody. As an Independent Contractor you will indemnify the 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. Furthermore
Equipment Deposits (If Campaign Available and Applicable): Upon written request by the COMPANY (each a “Deposit Request”), the COMPANY shall require, and Contractor shall submit, an equipment deposit (the “Deposit”) in the amount required by the COMPANY, prior to the COMPANY shipment to Contractor of Contractor’s equipment order (e.g., cellular phone Handsets) as placed pursuant to the Attachment “A” and or Market Acceptance Agreement (MAA) and or Market Service Agreement (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 the COMPANY, be either: (i) taken by the COMPANY; or (ii) applied against further required Deposits to the extent Contractor places future orders pursuant to the Attachment “A” and or Market Acceptance Agreement (MAA) and or Market Service Agreement (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 the COMPANY and/or which are not applied against future Deposits, shall be returned to Contractor within sixty (60) days of termination of the Attachment “A” and or Market Acceptance Agreement (MAA) and or Market Service Agreement (MSA), 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 (If Campaign Available and Applicable): Upon written request by Contractor, the COMPANY, at its sole discretion, may extend to Contractor an equipment financing credit (the “Credit”) whereby the COMPANY waives any Deposit requirements hereunder prior to the 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 the COMPANY to extend such Credit to the Contractor, see also, Section 17 of the MSA.
The contractor must sell or return any/all equipment on or before sixty (60) days of the 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 the COMPANY in the Deposit Credit or otherwise.
Tablet Devices (If Campaign Available and Applicable): 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. BYOD Tablet management training shall be made available to Contractor via Client website at no additional cost to Contractor. E- mail support@troopfinder.com for training related details.
Dress Code: Professional appearance is required for Contractor and or all Contractor agents. Contractor and Contractor agents shall at least comply with the following guidelines when present in the Campaign program enrollment field:
Uniforms (If Campaign Available and Applicable): 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 the COMPANY. The 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 (If Campaign Available and Applicable): Contractor may only utilize Campaign related promotional items/materials pre-approved for use by the 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://troopfinder.com/supplies
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 the 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 the COMPANY without cause or is terminated by you voluntarily at a time when you are in good standing hereunder, the 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 the COMPANY for cause, no compensation of any kind whatsoever shall be owing from the 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 the 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 the monetary amount needed to cover the 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, the 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 the 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 installation date. The money may be refunded sooner, at the COMPANY'S discretion. If the Contractor’s Account does not cover all chargebacks and or money owed, the Contractor will be billed for the remaining balance, and the 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 the Contractor has been with the COMPANY less than thirty (30) days, the Contractor may forfeit all balances in their retention account at The COMPANY’s discretion. If Contractor has been with the COMPANY less than fifteen (15) days, they may forfeit 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 chargebacks have been satisfied (see Your Compensation). In no event will The 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 condition 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. The 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 the 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 the 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 the 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 the COMPANY. Without limitation, such information includes marketing and sales strategies and intellectual property belonging to the COMPANY. You acknowledge that the use or disclosure of such confidential information may cause harm to the 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 the 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, the 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 the COMPANY for costs and expenses, including reasonable attorney’s fees incurred by the COMPANY in attempting to enforce the obligations of the Independent Contractor or its Representatives hereunder to the extent that such expenses are awarded to the COMPANY by a court of competent jurisdiction. Independent Contractor agrees to release the COMPANY from any liability or damages that may occur because of this agreement. Shall any damages occur, then Independent Contractor agrees to engage an arbitrator for any claims that they may bring against the COMPANY, which means Independent Contractor hereby waives its right to pursue any civil, or non-civil, litigations against the COMPANY.
Non-Compete & Non-Circumvent: Contractor understands and agrees that because of the business engaged in and work done under this agreement, that the COMPANY shall be providing to Contractor information that shall be considered proprietary and confidential to the 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 the COMPANY's existing customers located in any territory served by the Independent Contractor pursuant to this agreement or on the COMPANY's behalf.
Contractor understands and agrees that through work performed under this agreement that the 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 the 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 the 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 the 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 the COMPANY are considered confidential and are the property of the COMPANY and shall not be used in connection with any other effort that is not directly related and approved in writing first by the COMPANY. Independent Contractor understands and agrees that the 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 the 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 the 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 the COMPANY or individual in any capacity the current employees, clients, agents, contractors, subcontractors, banks, finance partners, finance companies, installers, electricians, customers and any other the COMPANY, vendor or relationship of the 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 the 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 the 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: the 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 the COMPANY to any agreements or other obligations.
Advertising: Contractor agrees to follow all rules and regulations set forth by the COMPANY, as well as local, state, and federal regulators. The contractor agrees to bring all advertising to the 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. Furthermore:
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. The COMPANY strongly disapproves and does not tolerate offensive or inappropriate sexual behavior, while performing services for and on behalf of the COMPANY. All Contractors performing services for and on behalf of the COMPANY. must avoid any action or conduct, which could be viewed as sexual harassment.
Waiver of Breach: The waiver by the 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 the 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 The 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.
Miscellaneous: If 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 the COMPANY of any Right the COMPANY shall have under this agreement shall act, unless expressly so stated, as a waiver of any other or future rights of the 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 the 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.
1016 W Jackson Blvd #25
Chicago, IL 60607
Subcontractor Business Address:
Subcontractor Signer Home:
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
Entire Agreement: This agreement sets forth the entire agreement between the parties hereto and supersedes 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 the COMPANY until such written modification shall have been approved in writing by an officer of the COMPANY.
Schedule A – INDEPENDENT BUSINESS OWNER(IBO)-National Consultant (NC)
The Contractor agrees to adhere to all sections of this Agreement in addition to any rules, regulations, or conduct standards of the COMPANY including obeying all local and federal laws. If the Contractor does not adhere to this Agreement, company policies, including any task or obligation that is related to the responsibilities of their position, the COMPANY may terminate this Agreement without severance as stated in Section III. The COMPANY shall compensate Sub-Agent for activity performed for accessory sales or tiers based on percentages of compensation and not by the transaction 1 to 1 ratio.
Compensation will be measured based on performance metrics set forth by the carrier. Sub-Agent will receive the total weekly compensation for the period defined in the Payment Cycles section below. The Sub-Agent compensation will be determined weekly and will be based on how s/he performed according to the performance criteria set forth in the “Standard of Work” below. If Sub-Agent doesn’t achieve the metrics, Sub-Agent will incur a reduction for that weekly compensation.
Parties acknowledge and agree to comply with 47 C.F.R. 54.406 (b) which specifically prohibits the payment of any commission compensation to an enrollment outreach representative (sub-agent) or that representative’s direct supervisor (manager) based solely on the number of consumers who apply for or are enrolled in the Lifeline program. Parties agree that commission compensation for Lifeline enrollments means direct financial compensation or other incentives such as non-cash rewards and travel incentives.
Pay. Compensation for activation services provided, Contractor shall be paid based on metric for meeting min. of “activation services fee”, and/or exceeding activity metrics for the Lifeline activation services. (“Compensation”). The Compensation is a gross amount that is subject to company standard of work / performance metrics, all local, State, Federal, and any other taxes and deductions as prescribed by law. Payment shall be distributed to the Contractor on a weekly basis. Contractor is 100% responsible for meeting daily metrics called “Scope of Work”.
Pay periods run for 7 days. Some carriers Monday thru Sunday and others Sunday to Saturday. Invoices / compensation will be paid 11 days in arrears from the end of a production week. The Outreach Enrollment Agent will provide the COMPANY /Pay Master an invoice during the pay period by no later than the first Tuesday, by 6pm CST after the pay period.
“Standard of Work”
Activity and Performance Metrics (Key Performance Indicators) KPI:
(Will be covered during your intro training in the field or online prior to having your dealer code issued)
Services, Territories, and Compensation
Compensation: LIFELINE and/or ACP CAMPAIGN
Smartphone $ per approved enrollment
Tablets $ per approved enrollment
To manage Lifeline campaign correctly and in sync with our carriers pay out model,Master Distributor will be able to offer paymaster compensation model.
This equipment management payout of $1,500 reserve is met ½ will be released back to enrollment agent. Any dollars remaining on the Reserve Account will be credited back to IBO-NC in part of device shrinkage debits, then remaining, released to IBO-NC, when EA is terminated, cancels contract, or Tier production falls below Tier 3, 4 weekly pay periods, back-to-back, if there is no remaining negative balance.
** Enrollment Agents will be required to conduct “standard of work” with each approved consumer to engage full payment to IBO-NC. MUST use a real email address that is verified by consumer, if required by carrier processing to be paid in full. This can affect up to 70% of the compensation paid to IBO.
Marketing Services Application Opt In
First Call Act.
Email Collection
Account Set UP
If Master Distributor is selected to provide the Paymaster role, Level 1 & 2 compensations will be deducted from your IBO revenue and the remaining dollars will be paid as agreed with backup reporting. (*If you are working with ADP payroll services or other and can provide backup of payment history in reporting format weekly, IBO is authorized to manage 100% of their own payroll. Due to FCC requirements this transparent information will need to be shared with Master Distributors processing dept. finance@brandtroops.com
The COMPANY reserves the right to alter the amount and/or terms of the compensation and/or pay period at its sole discretion with (5) days - notice. Notwithstanding the foregoing, no payment shall be payable under any of the following circumstances:
Master Distributor will act as Paymaster (with the signed agreement) and pass-through compensation on the IBO’s behalf to Enrolling Agent and supervisor level, Master Distributor will use flat dollar amount pay model to pay Supervisor level to set up correctly. (Master Distributor will provide 1099’s year end to LLCs under paymaster agreement for normal processing fee of $10.00 per sub-contractor, to create, print and send via mail or email services)
****All Connected Devices (Tablets) will have 100% of the Activation Fee collected via Cash or Credit Card, in carrier’s software system, then must be submitted to Carrier, EVERY WEEK. Those funds are released once a month back to Master Distributor on the 3rd day, following close of previous month.
*Payments could be delayed to the next week if Invoices, (when required for lump sum payments to the COMPANY ) not submitted before the weekly cutoff time.
Attachment B: General Campaign Territory
Approved Territories except as expressly permitted by the COMPANY in writing
*United States
* On some campaigns, the state of California requires an additional separate and unique promotional code assigned to the Contractor by the COMPANY. A California promo code request may be sent in writing to support@troopfinder.com Contractor understands they may have to undergo additional vetting as herein defined and detailed in section "Recruiting and On-boarding" of this agreement.
Attachment C: General Campaign Fees & Cost Background Checks: Background check and drug test related purchase prices/charges are set by the COMPANY and may be modified at any time, at the sole discretion of the COMPANY, to coincide with manufacturer suggested retail price changes, to correlate with market fluctuations, and/or to otherwise compensate for the COMPANY associated overhead
Drug Testing
Handset Device (Live Phones)
Tablet
Code Of Conduct
COVID 19 WAIVER OF LIABILITY AND HOLD HARMLESS AGREEMENT
In consideration for receiving permission to commence services on behalf of the COMPAN Y(hereinafter the “Activity or Activities”), I, on behalf of myself and any minor child/children for whom I have the capacity to contract, hereby acknowledge and agree to the following:
I shall indemnify, defend and hold harmless the RELEASEES from and against any and all claims, demands, suits, judgments, losses or expenses of any nature whatsoever (including, without limitation, attorneys’ fees, costs and disbursements, whether of in-house or outside counsel and whether or not an action is brought, on appeal or otherwise), arising from or out of, or relating to, directly or indirectly, the infection of COVID-19 or any other illness or it is my express intent that this Waiver and Hold Harmless Agreement shall bind any assigns and representatives, and shall be deemed as a RELEASE, WAIVER, DISCHARGE, AND COVENANT NOT TO SUE the above-named.
This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Texas. I HEREBY KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A JURY TRIAL OF ANY DISPUTE ARISING IN CONNECTION WITH THIS AGREEMENT. I ACKNOWLEDGE THAT THIS WAIVER WAS EXPRESSLY NEGOTIATED AND IS A MATERIAL INDUCEMENT THE PERMISSION GRANTED BY RELEASEES TO BE ON PREMISES AND PARTICIPATE IN THE ACTIVITIES.
IN SIGNING THIS AGREEMENT, I ACKNOWLEDGE AND REPRESENT THAT I have read the foregoing Wavier of Liability and Hold Harmless Agreement, understand it and sign it voluntarily as my own free act and deed; no oral representations, statements, or inducements, apart from the foregoing written agreement, have been made; I am at least eighteen (18) years of age and fully competent; and I execute this Agreement for full, adequate and complete consideration fully intending to be bound by same.
Attestation
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 the COMPANY and that I will not be an employee of the COMPANY. I also understand that this agreement contains restrictions 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 the COMPANY and its Clients.
I agree that I have read and understand the entirety of this document including the following sections and accept its terms and conditions:
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Document Name: Brand Troops Inc-Lifeline & ACP IBO ICA
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