This agreement sets forth the terms and conditions whereby you agree to provide certain services (as described on Schedule 1) to Hilary Silver Enterprises, Inc. (also D.B.A. “Ready For Love”), with offices located at 8037 E. 22nd Pl Denver, CO 80238, (the Company).
1. SERVICES
1.1 The Company hereby engages you, and you hereby accept such engagement, as an independent contractor to provide certain services to the Company on the terms and conditions set forth in this Agreement.
1.2 You shall provide to the Company the services set forth on Schedule 1 (the Services).
1.3 Unless otherwise set forth in Schedule 1, you shall furnish, at your own expense, the equipment, supplies and other materials used to perform the Services (such as laptop/computer and phone- calendar apps and software will be provided).
2. TERM
2.1 The term of this Agreement (the “Initial Term”) commences on the date this agreement is signed and continues thereafter until the completion of the Services as set forth in this Agreement, unless and until terminated as provided in paragraph 11.
Renewal. Upon expiration of the Initial Term, this Agreement shall automatically renew unless either Party provides written notice of nonrenewal at least 30 days prior to the end of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”), or unless sooner terminated as provided in paragraph 11.
If the Term is renewed for a Renewal 2 Term pursuant to this Section, the terms and conditions of this Agreement during such Renewal Term shall be the same as the terms and conditions in effect immediately prior to such renewal payable hereunder by Company during the applicable Renewal Term as set forth in paragraph 3.1.
If either Party provides timely notice of its intent not to renew this Agreement, then, unless otherwise sooner terminated in accordance with its terms, this Agreement shall terminate on the expiration of the then-current Term.
3. FEES AND EXPENSES
3.1 Commission Rate. Subject to Section 3, Supplier shall pay Sales Representative a commission (“Commission”) for its services for each sale solicited by Sales Representative pursuant to the terms of this Agreement, in the amount equal to 10% in U.S. Currency of the sale, payable as set forth on Schedule 1. You acknowledge that you will receive an IRS Form 1099-MISC from the Company, and that you shall be solely responsible for all federal, state and local taxes, as set out in paragraph 5.2.
4. COMMISSION PAYMENT TERMS.
4.1 Commissions become payable to Sales Representative only at such times and only to the extent that the Company actually receives unconditional payment from Customer under the corresponding contract. If Customer pays the Company in increments or installments, then pro rata Commissions corresponding to the incremental or installment payments. Future commissions paid to Sales Representative will be deducted in subsequent payments should a customer dispute charges and win or if customer is refunded and extracted from the program.
4.2 Sales Representative will submit commissions report to Hilary on the 1st of each month and Supplier shall pay Sales Representative by the 5th of the month, the Commission owed for the immediately preceding commission period.
5. RELATIONSHIP OF THE PARTIES
5.1 You are an independent contractor of the Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between you and the Company for any purpose. You have no authority (and shall not hold yourself out as having authority) to bind the Company and you shall not make any agreements or representations on the Company’s behalf without the Company’s prior written consent.
5.2 Without limiting paragraph 5.1, you will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by the Company to its employees, and the Company will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on your behalf. You shall be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and interest. Any persons employed or engaged by you in connection with the performance of the Services shall be your employees or contractors and you shall be fully responsible for them and indemnify the Company against any claims made by or on behalf of any such employee or contractors.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 The Company is and shall be, the sole and exclusive owner of all right, title and interest throughout the world in and to all the results and proceeds of the Services performed under this Agreement, including the deliverables set out on Schedule 1 (collectively, the Deliverables), including all patents, copyrights, trademarks, trade secrets and other intellectual property rights (collectively Intellectual Property Rights) therein. You agree that the Deliverables are hereby deemed a “work made for hire” as defined in 17 U.S.C. § 101 for the Company. If, for any reason, any of the Deliverables do not constitute a “work made for hire,” you hereby irrevocably assign to the Company, in each case without additional consideration, all right, title and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein.
6.2 Any assignment of copyrights under this Agreement includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as “moral rights” (collectively, Moral Rights). You hereby irrevocably waive, to the extent permitted by applicable law, any and all claims you may now or hereafter have in any jurisdiction to any Moral Rights with respect to the Deliverables.
6.3 You shall make full and prompt disclosure to the Company of any inventions or processes, as such terms are defined in 35 U.S.C. § 100 (the Patent Act), made or conceived by you alone or with others during the Term are related to the Deliverables; are in an area that competes with the Company; or are related to teaching Self-Love, Personal Growth and Development, Dating, Love, and Relationship Coaching for Women to help them find the love they want, whether or not such inventions or processes are patentable or protected as trade secrets and whether or not such inventions or processes are made or conceived during normal working hours or on the premises of the Company.
6.4 You shall not use for your own purposes, nor shall you disclose to any third party, the nature or details of any such inventions or processes that are related to the sales process or program Deliverables. These processes are the exclusive right and property of HSE and shall not be used by you, for yourself or any third party you represent.
6.5 Notwithstanding paragraph 6.1, to the extent that any of your pre-existing materials identified in Schedule 1 are related to the Deliverables; are in an area that competes with the Company; or are related to teaching relationship coaching and/or love coaching you retain ownership of such preexisting materials.
6.6 Except for such pre-existing materials identified on Schedule 1, you have no right or license to use, publish, reproduce, prepare derivative works based upon, distribute, perform, or display any Deliverables. You have no right or license to use the Company’s trademarks, service marks, trade names, trade names, logos, symbols or brand names.
7. CONFIDENTIALITY
7.1 You acknowledge that you will have access to information that is treated as confidential and proprietary by the Company, including, without limitation, the existence and terms of this Agreement, trade secrets, technology, and information pertaining to business operations and strategies, customers, pricing, marketing, finances, sourcing, personnel, or operations of the Company, its affiliates or their suppliers or customers, in each case whether spoken, written, printed, electronic or in any other form or medium (collectively, the Confidential Information).
Any Confidential Information that you develop in connection with the Services, including but not limited to any Deliverables, shall be subject to the terms and conditions of this paragraph. You agree to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the Company in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the Services. You shall notify the Company immediately in the event you become aware of any loss or disclosure of any Confidential Information.
7.2 Confidential Information shall not include information that: (a) is or becomes generally available to the public other than through your breach of this Agreement; or (b) is communicated to you by a third party that had no confidentiality obligations with respect to such information.
7.3 Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order. You agree to provide written notice of any such order to an authorized officer of the Company within 3 days of receiving such order, but in any event sufficiently in advance of making any disclosure to permit the Company to contest the order or seek confidentiality protections, as determined in the Company’s sole discretion.
8. REPRESENTATIONS AND WARRANTIES
8.1 You represent and warrant to the Company that: (a) you have the right to enter into this Agreement, to grant the rights granted herein and to perform fully all of your obligations in this Agreement; (b) your entering into this Agreement with the Company and your performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which you are subject; (c) you have the required skill, experience and qualifications to perform the Services, you shall perform the Services in a professional and workmanlike manner in accordance with industry standards for similar services and you shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner; 6 (d) you shall perform the Services in compliance with all applicable federal, state and local laws and regulations; (e) the Company will receive good and valid title to all Deliverables, free and clear of all encumbrances and liens of any kind; (f) all Deliverables are and shall be your original work (except for material in the public domain or provided by the Company) and do not and will not violate or infringe upon the intellectual property right or any other right whatsoever of any person, firm, corporation or other entity.
8.2 The Company hereby represents and warrants to you that: (a) it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; and (b) the execution of this Agreement by its representative whose signature is set forth at the end here of has been duly authorized by all necessary corporate action.
9. INDEMNIFICATION
9.1 You shall defend, indemnify and hold harmless the Company and its affiliates and their officers, directors, employees, agents, successors and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from: (a) bodily injury, death of any person or damage to real or tangible, personal property resulting from your acts or omissions; and (b) your breach of any representation, warranty or obligation under this Agreement. 9.2 The Company may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to you.
10. TERMINATION
10.0 Minimum requirements to maintain contract is 30% enrollment rate. Should contractor fail to meet this minimum requirement, after the training period and the first 50 calls have been concluded, a probation period of 30 days will be instituted where the amount of calls may be decreased and feedback provided to contractor. At the end of 30 days, the contract will either be terminated or renewed.
10.1 The Company may terminate this Agreement due to contractor failure to deliver minimum requirements or, without cause at any time. In the event of termination pursuant to this paragraph 10.1, the Company shall pay you on a pro- rata basis commissions earned on cash collected during your contracted period. Any outstanding payments due by customer will be collected by company and commissions will not be paid on those subsequent payments.
10.2 The Company may terminate this Agreement, effective immediately upon written notice to you, in the event that you breach this Agreement, and such breach is incapable of cure, or with respect to a breach capable of cure, you do not cure such breach within five (5) days after discussion of such breach;
10.3 Upon expiration or termination of this Agreement for any reason, or at any other time upon the Company’s written request, you shall within 5 days after such expiration or termination: (a) deliver to the Company all Deliverables (whether complete or incomplete) and all hardware, software, tools, equipment or other materials provided for your use by the Company; (b) deliver to the Company all tangible documents and materials (and any copies) containing, reflecting, incorporating or based on the Confidential Information; (c) permanently erase all of the Confidential Information from your computer systems; and (d) certify in writing to the Company that you have complied with the requirements of this paragraph.
10.4 The terms and conditions of this paragraph 11.4 and paragraph 5, paragraph 6, paragraph 7, paragraph 8, paragraph 9, paragraph 11.3, paragraph 13, paragraph 14 and paragraph 15 shall survive the expiration or termination of this Agreement.
11. OTHER BUSINESS ACTIVITIES
You may be engaged or employed in any other business, trade, profession or other activity which does not place you in a conflict of interest with the Company; provided, that, during the Term, you shall not be engaged in any business activities that do or may compete with the business of the Company, specifically teaching, coaching and mentoring single women in the areas of self-love, healing, personal growth and relationships, without the Company’s prior written consent.
12. NON-SOLICITATION
You agree that during the Term of this Agreement and for a period of 1 year following the termination or expiration of this Agreement, you shall not make any solicitation to employ the Company’s personnel without written consent of the Company to be given or withheld in the Company’s sole discretion.
13. ASSIGNMENT
You shall not assign any rights, or delegate or subcontract any obligations, under this Agreement without the Company’s prior written consent. Any assignment in violation of the foregoing shall be deemed null and void. The Company may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against, each of the parties hereto and their respective successors and assigns.
14. MISCELLANEOUS
14.1 You shall not export, directly or indirectly, any technical data acquired from the Company, or any products utilizing any such data, to any country in violation of any applicable export laws or regulations.
14.2 All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a Notice) shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or e-mail of a PDF document (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving party has received the Notice and (b) the party giving the Notice has complied with the requirements of this Section.
14.3 This Agreement, together with any other documents incorporated herein by reference, and related exhibits and schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
14.4 This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only 9 by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance.
14.5 This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in Denver City and County, Colorado in any legal suit, action or proceeding arising out of or based upon this Agreement or the Services provided hereunder.
14.6 If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
14.7 This Agreement may be executed in multiple counterparts and by facsimile signature, each of which shall be deemed an original and all of which together shall constitute one instrument. If this letter accurately sets forth our understanding, kindly execute the enclosed copy of this letter and return it to the undersigned.
SCHEDULE
1 SERVICES:
Full time position requirements: You are responsible for having your calendar open to a minimum of 18 calls per week.
Part time position requirements: You are responsible for having a minimum of 10 calls per week.
Highly qualified leads will be provided to you, however, you are also responsible for confirming such calls on your calendar via phone call or text, follow up with customers needing to reschedule and nurturing all of the contacts and relationships you may have on your own or those you’ve had with our potential leads. In addition, you are responsible for following up with leads you’ve spoken with previously.
*Closing the sale methodically by leading the customer through the sales process. YOU ARE ONLY ALLOWED TO SEE THE CUSTOMER INTO THE APPROVED PAYMENT PLAN OPTIONS. FAILURE TO DO SO WILL FORFEIT YOUR COMMISSIONS.
*Maintain complete and total honesty and integrity through every phase of the sales cycle.
*Welcoming the customer into the program, adding them to the member’s area and private Facebook Group when a sale is made.
*Informing Hilary Silver and our current admin assistant immediately upon successful close of a sale or any issues or problems. If a CRM is being used at the time, documentation of the call and client issues inside the program will be required.
*Attendance at all online and live training programs scheduled by Hilary Silver Enterprises, Inc..
2. EQUIPMENT, TOOLS OR MATERIALS PROVIDED BY COMPANY: Company will provide training materials. You must provide your own phone, computer and other tools to provide services.
3. PAYMENT SCHEDULE: Payments will be monthly.
4. DELIVERABLES: Commissions and bonuses are laid out in separate form. The minimum required enrollment rate of 30% is expected after the initial 50 calls are taken.
5. COMMISSIONS: Standard commissions are paid at 10% for enrollments 1-10. Monthly enrollment beginning at 11 shall be paid at 12.5% commission. Contractor shall submit commission sheet on 1st of every month and shall be paid when all fees have been collected by the customer.
6. BONUSES: All contractors regardless of full or part time status will receive $1000 bonus for enrolling at 50% each month- based on all calls taken.
Regardless of full or part time status, any contractor responsible for minimum of $120,000 in monthly revenue shall receive a $1000 bonus.
