RAO Sales Contractor Agreement - CreditManager.io
This agreement is made and effective this June 6, 2023,
BETWEEN: (the "Contractor"), a corporation or individual with an address at:
AND: Rank Above Others, Inc (the "Company"), a corporation organized and existing under the laws of Texas, with its head office located at:
500 N Shoreline BlvdSuite 706Corpus Christi, TX 78401
RECITALS
In consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows:
1. EMPLOYMENT
Contractor is not an employee and will not be able to obtain Workman’s Compensation and is an independent contractor (freelancer). Contractor must submit a Form 1099-MISC to report taxes. One will be provided before filing date. Company will employ Contractor and Contractor accepts employment upon the terms set forth below. This Agreement starts as of the date set forth above and remains in effect for an indefinite time until terminated by Company or by Contractor by giving the other party notice of termination. Company reserves the right to terminate this agreement and part ways with Contractor for any reason and at its own discretion without explanation. Contractor is responsible for its own actions and will be held accountable in case of accidents, injury, disagreement, or insult to client that may result in legal prosecution. Company will not be responsible or compensating for such incidents. Contractor is responsible for its own expenses for travel, communication and time required to acquire client projects on behalf of Company without compensation requirement other than RECITALS cited in D, E, and F. Company is not obligated or required to provide, but will to some extent, assets and resources not limited to company email, digital phone number, business cards, flyers, project manager portal, general support, training, appointment booking software, marketing and lead generation for Contractor.
2. ACTIVITY
To continue receiving ongoing commissions from residual/subscription or any new projects initiated by the Contractor, Contractor must be an active participant in generating or managing leads, appointments, and projects for a minimum duration of 3 hours per week, 12 hours per month unless otherwise permitted in writing by Company for medical reasons or vacation time. Reports of leads generated/managed, appointments set and presentations made must be provided as proof at the end of each week via CRM. In addition, Contractors with a recurring commission must generate revenue sales of at least 50% value of recurring commissions. I.E. Recurring commissions of $10,000 requires at least $5,000 in new sales to continue as an active Contractor. Inactive contractors will not be eligible to receive subscription-based commission payments. Subscription payments from clients are not considered new payments.
3. CONFIDENTIALITY
Contractor recognizes and acknowledges that the leads, clients, software systems, including specifications, programs and documentation, the methods and data which Company owns, plans or develops, whether for its own use or for use by its clients, developments, designs, inventions and improvements, trade secrets and works of authorship are confidential and are the property of Company. Contractor also recognizes that Company's customer lists, supplier lists, proposals and procedures are confidential and are the property of Company. Contractor further recognizes and acknowledges that in order to enable Company to perform services for its clients, those clients may furnish to Company confidential information concerning their business affairs, property, methods of operation or other data; that the goodwill afforded to Company depends upon, among other things, Company and its Contractors keeping such services and information confidential. All of these materials and information including that relating to Company's systems and Company's clients, will be referred to below as "Proprietary Information."
4. NON-DISCLOSURE
Contractor agrees that, except as directed by Company, and in the ordinary course of Company's business, Contractor will not at any time, whether during or after Contractor's employment with Company, disclose to any person or use, directly or indirectly, for Contractor's own benefit or the benefit of others, any Proprietary Information, or permit any person to examine or make copies of any documents which may contain or is derived from Proprietary Information, whether prepared by Contractor or otherwise coming into Contractor's possession or control. Contractor agrees that the provisions of this paragraph shall survive the termination of this Agreement and Contractor's employment by Company.
5. POSSESSION
Contractor agrees that upon request by Company, and in any event upon termination of Contractor's employment, Contractor shall then hand over to Company all documents, papers or other material in Contractor's possession or under Contractor's control which may contain or be derived from Proprietary Information, together with all documents, notes or Contractor's work products which are connected with or derived from Contractor's services to Company and all copies of software obtained from Company shall be either returned to Company or, as appropriate, permanently deleted. Upon termination of Contractor's employment with Company, Contractor agrees to pay in full any amount owed to Company, including but not limited to monies used to purchase 3rd party services on Contractor’s behalf or any outstanding refunds due to corresponding refunds to clients brought on by Contractor.
6. OWNERSHIP
Contractor is aware Contractor is not an owner in Rank Above Others, Inc. and is not a shareholder, officer, employee or hold any other professional role other than an independent sales contractor. All major decisions regarding Company financial and legal assets must be finalized through Company. Contractor hereby assigns and agrees to assign to Company or its subsidiaries or affiliates, as appropriate, its successors, assigns or nominees, Contractor's entire right, title and interest in any developments, designs, patents, inventions and improvements, trade secrets, trademarks, copyrightable subject matter or proprietary information which Contractor has made or conceived, or may make or conceive, either solely or jointly with others, while providing services to Company, or with the use of the time, material or facilities of Company or relating to any actual or anticipated business, research, development, product, service or activity of Company known to Contractor while employed at Company, or suggested by or resulting from any task assigned to Contractor or work performed by Contractor for or on behalf of Company, whether or not such work was performed prior to the date of this Agreement.
7. NON-COMPETITION
Contractor agrees that because of the confidential and sensitive nature of the Proprietary Information and because the personal use of, or even the appearance of the personal use of, the Proprietary Information in certain circumstances may cause irreparable damage to Company and its reputation, or to clients of Company, Contractor shall not, until the expiration of 2 years after the date on which Contractor's employment with Company terminates for any reason, engage, directly or indirectly, or through any corporation or associates in any business, enterprise or employment which directly solicits business, performs services or delivers goods that are competitive to those of Company to any past or existing customers or prospects of Company. Contractor agrees to not offer the same or closely resembling services offered by Company such as, but not limited to, complete website redesign and automation for credit repair businesses with the promise of automatic lead generation that is currently exclusive through CreditManager.io and RankAboveOthers.com at any time after termination.
8. INJUNCTIVE RELIEF
Contractor acknowledges that disclosure or personal use of any Proprietary Information by Contractor or breach by Contractor of any of the covenants will give rise to irreparable injury to Company, or clients of Company. Contractor also agrees that this injury to Company, or clients of Company, would be inadequately compensated in money damages alone. Accordingly, Company or, where appropriate the client of Company, may seek and obtain injunctive relief against the breach, or threatened breach, of the disclosure or personal use of any Proprietary Information by Contractor, in addition to any other legal remedies which may be available. Company further acknowledges that the enforcement of a remedy hereunder by way of injunction would not prevent Contractor from earning a reasonable livelihood since Contractor's experience and capabilities would be such that in the event that Contractor's employment with Company terminates for any reason, Contractor will be able to obtain employment in business activities which are not restricted by this Agreement.
9. GENERAL
This Agreement contains the entire understanding between Company and Contractor relating to the subject matter of confidentiality, work product and non-competition. This Agreement shall be governed by and construed in accordance with the laws of Texas, and may be modified only by a writing signed by Contractor and Company. Contractor hereby consents to the exclusive jurisdiction of the courts of the United States sitting in Texas. The provisions of this Agreement relating to confidentiality and non-competition shall survive any termination of employment no less than two years from the date of termination.
IN WITNESS HEREOF, each party to this Agreement has caused it to be executed on the date indicated above.
CONTRACTOR
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Signed by Van Lam Signed On: May 2, 2023
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Document Name: RAO Sales Contractor Agreement - CreditManager.io
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