RAO Sales Contractor Agreement
This agreement is made and effective this November 28, 2023,
BETWEEN: (the "Contractor"), a
with the address:
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 email@example.com
In consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows:
Contractor is willing to be employed by Company on the terms, covenants, and conditions set forth in this Agreement. 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. Company is not obligated or required to provide, but will to some extent, assets and resources limited to company email, digital phone number, CRM, project manager portal, general support, training, appointment booking software, marketing and lead generation for Contractor.
Contractor is responsible for accepting and presenting to prospective clients at the agreed or requested date and time set by prospective clients. Failing to present to 10% of assigned appointments will result in termination of this Agreement. Bi-monthly review of performance revealing Contractor has fallen below 20% close-rate will result in termination of this Agreement. Contractor may set own days and hours of availability to accept appointments. Contractor will receive no more than 5 appointments per day. 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 or the equivalent of 3 recorded appointments each week or 12 appointments per month unless otherwise permitted in writing by Company for medical reasons or vacation time. Reports of leads generated/managed, appointments set and presentations recorded 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 300% value of recurring commissions. I.E. Recurring commissions of $10,000 requires at least $30,000 in new retail 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.
Contractor will be compensated by commission only. Contractor will be compensated at 10% of the setup costs paid by prospective clients for the Credit Manager Launch program respective to amount(s) paid by clients. I.E. If client pays $5,000 to Company, Contractor will receive a commission of $500. Contractor agrees in the case a client is a direct lead of Contractor, then Contractor will be compensated an additional 5%. Contractor agrees in the case a client is a referred lead provided by Provider, then Contractor will be compensated at 10%. All payable invoices for projects and services provided by Company must be made directly to Company. All payable commissions will be released on 1st and 15th of each month unless on a weekend or holiday. The commission payment will be released on the next available business day in case of weekend or holiday. All payable commissions will be released via Contractor's payment method of choice. This payment method may change in the future and prior notice will be provided before changes. In case of refund(s), Contractor commissions will be deducted in the next available payout. In case of zero commissions earned within 60 days of incident, Contractor must return the commission corresponding to the refunded payment to Company.
4. ALTERNATIVE COMPENSATION
Contractor will receive a 5% commission bonus from all sales produced through an introduction to a partner network that may refer new clients into the Credit Manager Launch program without directly closing clients. Contractor will receive an additional 5% commission bonus for generating and closing own lead(s) outside of Company's provided lead source. Contractor will also receive 10% commissions as normal if Contractor directly presented and closed these referred clients. Contractor may be offered a 5% commission under unusual circumstances and would be identified and accepted by Contractor before such appointments are assigned to Contractor.
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."
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.
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.
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.
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, CreditManagerLaunch.com and RankAboveOthers.com at any time after termination.
10. CONFLICT OF INTEREST
To prevent a conflict of interest for both parties, Contractor may not purchase services related to the Credit Manager Launch program during Contractor's engagement of services with Company. Such services may only be obtained after termination of this Agreement.
11. 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.
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.
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Signed by Van Lam
Signed On: September 25, 2023
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Document Name: RAO Sales Contractor Agreement
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