INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement (this “Agreement” or this “Independent Contractor Agreement”), effective as of (the “Effective Date”), is made and entered into by and between:
IENJOYITMEDIA, LLC , a company organized and existing in UNITED STATES OF AMERICA , and You , an independent contractor that has created a membership with Ienjoyitmedia, LLC , regardless of your location (hereinafter the “Contractor”).
1. The IENJOYITMEDIA, LLC is in the business of marketing, software development and investing and is in need of sales and business development and lacks needed experience or expertise to address this need, and
1. The Contractor has extensive expertise in sales and business development , and
1. The IENJOYITMEDIA, LLC wishes to engage the Contractor to provide professional services in sales, and the Contractor is willing to provide such professional services, solely upon the terms and conditions of this Agreement,
NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants, agreements, and promises set forth herein, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:
1. SERVICES & ENGAGEMENT.
IENJOYITMEDIA, LLC hereby engages the Contractor to provide the consulting and/or professional services outlined in this Section 1 below (the “Services”).
⦁ Base Services -
⦁ Scope of Work - The contractor will provide sales efforts.
⦁ Duration - The Contractor will provide the Services for the period starting as of October, 15 2019
⦁ Location - The Services will be performedglobally.
⦁ Not Included - For clarity, the Services expressly do not include anything beyond
bringing IENJOYITMEDIA, LLC the clients and closing or assisting in closing the deals.
The term of this Agreement shall commence on October, 15 2019 and continue, otherwise extended by mutual, written agreement of the parties or terminated as set forth herein.
4. COMPENSATION & PAYMENT.
As consideration for the services rendered under Section 1.a above, the IENJOYITMEDIA, LLC shall pay the Contractor the fixed price amount of:
10% of clients first purchase with a limit of $10,000 on the commission.
10% of the first months payment for subscription based products with a limit of $10,000 on the commission.
All payments are made at the same rate that IENJOYITMEDIA receives payment from client.
If client pays IENJOYMEDIA an amount in 2 payments, then the contractors commission is split into 2 payments.
Jane, a contractor, brings IENJOYITMEDIA,LLC a $25,000 deal.
Jane earns $2,500 Commission
Jane, a contractor, brings IENJOYITMEDIA,LLC a $3,000/ month deal.
Jane earns $300 Commission
If a contractor ( a) recruits another contractor ( b) and contractor ( b) brings IENJOYITMEDIA, LLC a deal then contractor (a) shall receive a commission equal to 20% of contractor (b's) commission .
Jane, a contractor, recruits Henry to be a contractor for IENJOYITMEDIA, LLC.
Henry, brings IENJOYITMEDIA, LLC a $25,000 deal.
Henry earns a $2,500 Commission.
Jane earns $500 Commission.
If a contractor ( a) recruits another contractor ( b) and that recruited contractor( b) recruits another contractor ( c), and contractor ( c) brings IENJOYITMEDIA, LLC a deal then: Contractor (c) shall shall receive 10% of the clients first purchase with a limit of $10,000. Contractor (b) shall receive a commission that is equal to 20% of contractors (c's ) commission.
Contractor (a) shall receive a commission that is equal to 20% of contractors ( b's) commission of 20% which was equal to 20% of contractors ( c's) commission.
Jane, a contractor, recruits Henry to be a contractor for IENJOYITMEDIA, LLC.
Henry, a contractor, recruits Amy to be a contractor for IENJOYITMEDIA, LLC.
Amy , brings IENJOYITMEDIA, LLC a $25,000 deal.
Amy's earns a $2,500 Commission.
Henry earns a $500 Commission.
Jane earns a $100 Commission.
These commissions are limited to 2 levels down from the agent.
Payment of the fixed price amount shall be at the same rate in which IENJOYITMEDIA receives payment for the contract via clients brought from the contractor.
All payments hereunder shall be made in U.S. Dollars via wire transfer in accordance with payment information provided by contractor and approved by IENJOYITMEDIA, LLC instructions provided by the Contractor.
A contractor can not recruit themselves or use another person or account to receive commissions that go to themselves or they will owe IENJOYITMEDIA, LLC an amount equal to the commission and a fee of 10 times their collective commissions made from from all of the deals that they bought in to IENJOYITMEDIA, LLC.
5. INDEPENDENT CONTRACTOR.
Contractors and IENJOYITMEDIA, LLC shall at all times be deemed to be independent contractors and nothing herein shall be construed to create or imply that there exists between the parties a partnership, joint venture or other combined business organization. Contractor shall hold no authority, express or implied, to commit, obligate, or make representations on behalf of the IENJOYITMEDIA, LLC and shall make no representation to others to the contrary. Nothing herein is intended nor shall be construed for any purpose as creating the relation of employer and employee or agent and principal between the parties. Except as otherwise specified herein, Contractor retains the right to direct, control or supervise the details and means by which the Services are provided. Contractor shall not be eligible for, or participate in, any insurance, pension, workers’ compensation insurance, profit sharing or other plans established for the benefit of the IENJOYITMEDIA, LLC employees.
Contractor shall be responsible for payment of all taxes arising out of the Contractor’s activities in connection with this Agreement, including without limitation, federal and state income taxes, social security taxes, unemployment insurance taxes, and any other taxes or business license fees as required. IENJOYITMEDIA, LLC shall not be responsible for withholding any income or employment taxes whatsoever on behalf of Contractor.
1. IENJOYITMEDIA, LLC ’s Trade Secrets
In the performance of Contractor’s job duties with IENJOYITMEDIA, LLC , Contractor will be exposed to IENJOYITMEDIA, LLC ’s Confidential Information. “Confidential Information” means information or material that is commercially valuable to IENJOYITMEDIA, LLC and not generally known or readily ascertainable in the industry. This includes, but is not limited to:
(a) technical information concerning IENJOYITMEDIA, LLC ’s products and services, including product know-how, formulas, designs, devices, diagrams, software code, test results, processes, inventions, research projects and product development, technical memoranda and correspondence;
(b) information concerning IENJOYITMEDIA, LLC ’s business, including cost information, profits, sales information, accounting and unpublished financial information, business plans, markets and marketing methods, customer lists and customer information, purchasing techniques, supplier lists and supplier information and advertising strategies;
(b) information concerning IENJOYITMEDIA, LLC ’s Contractors, including salaries, strengths, weaknesses, and skills;
(b) information submitted by IENJOYITMEDIA, LLC ’s customers, suppliers, Contractors, consultants or co-venture partners with IENJOYITMEDIA, LLC for study, evaluation or use; and
(b) any other information not generally known to the public which, if misused or disclosed, could reasonably be expected to adversely affect IENJOYITMEDIA, LLC ’s business.
2. Nondisclosure of Trade Secrets
The Contractor shall keep IENJOYITMEDIA, LLC ’s Confidential Information, whether or not prepared or developed by Contractor, in the strictest confidence. The Contractor will not disclose such information to anyone outside IENJOYITMEDIA, LLC without IENJOYITMEDIA, LLC ’s prior written consent. Nor will Contractor make use of any Confidential Information for Contractor’s own purposes or the benefit of anyone other than IENJOYITMEDIA, LLC .
However, Contractor shall have no obligation to treat as confidential any information which:
(a) was in Contractor’s possession or known to Contractor, without an obligation to keep it confidential, before such information was disclosed to Contractor by IENJOYITMEDIA, LLC ;
(a) is or becomes public knowledge through a source other than Contractor and through no fault of Contractor, or
(a) is or becomes lawfully available to Contractor from a source other than IENJOYITMEDIA, LLC .
3. Confidential Information of Others
The Contractor will not disclose to IENJOYITMEDIA, LLC , use in IENJOYITMEDIA, LLC ’s business, or cause IENJOYITMEDIA, LLC to use, any trade secret of others.
4. Return of Materials
When Contractor’s employment with IENJOYITMEDIA, LLC ends, for whatever reason, Contractor will promptly deliver to IENJOYITMEDIA, LLC all originals and copies of all documents, records, software programs, media and other materials containing any Confidential Information. The Contractor will also return to IENJOYITMEDIA, LLC all equipment, files, software programs and other personal property belonging to IENJOYITMEDIA, LLC .
5. Confidentiality Obligation Survives Employment
Contractor’s obligation to maintain the confidentiality and security of Confidential Information remains even after Contractor’s employment with IENJOYITMEDIA, LLC ends and continues for so long as such Confidential Information remains a trade secret.
7. INTELLECTUAL PROPERTY RIGHTS.
Ownership of Intellectual Property
Disclosure to [IENJOYITMEDIA, LLC]. [Contractor] shall promptly disclose to [IENJOYITMEDIA, LLC] any significant conceptions and ideas for inventions, improvements, and valuable discoveries [Contractor] conceives of or develops
solely or jointly with another Person,
during the Term and within three years after its expiration or termination,
that are directly related to [IENJOYITMEDIA, LLC]'s business or activities or that [Contractor] conceives as a result of his / her contract & membership with [IENJOYITMEDIA, LLC], and
regardless whether subject to copyright or patentable and regardless of whether or not such ideas, inventions, or improvements qualify as "work made for hire" (the "[Contractor] Inventions").
Assignment to [IENJOYITMEDIA, LLC]. [Contractor] hereby agrees to assign to [IENJOYITMEDIA, LLC], and hereby assigns to [IENJOYITMEDIA, LLC], all of his or her
interests and rights in or to any [Contractor] Inventions.
Help Register Intellectual Property. On [IENJOYITMEDIA, LLC]'s reasonable request, [Contractor] shall execute any and all applications, assignments, or other
instruments that [Contractor] deems necessary to apply for and obtain Intellectual Property registrations from the United States Patent and Trademark Office, United States Copyright Office, or any foreign equivalents, for [Contractor] Inventions.
Release of [IENJOYITMEDIA, LLC]. [Contractor] will not assert any rights in connection with [Contractor] Inventions against [IENJOYITMEDIA, LLC] or any third party.
Licensor Ownership. [IENJOYITMEDIA, LLC ] owns and retains all right, title, and interest, including all intellectual property rights, in and to the Software and all technologies, ideas and projects related thereto, including any and all algorithms or processes developed by [IENJOYITMEDIA, LLC ] and all derivatives, modifications, or improvements of or to any of the foregoing made by or for [IENJOYITMEDIA, LLC ], whether or not created or developed in connection with the Services.
Contractor Ownership. [Contractor] does not own and retain any right, title, and interest, including any intellectual property rights, in and to
the [Contractor] Content; a all data and reports provided to [Contractor] by [IENJOYITMEDIA, LLC ] prepared based on analysis of the [Contractor] Content, subject to [IENJOYITMEDIA, LLC ]’s underlying rights in the Software. All data and reports provided to [IENJOYITMEDIA, LLC ] by [Contractor] is owned by [IENJOYITMEDIA, LLC]
Derivative Works. [Contractor] hereby grants to [IENJOYITMEDIA, LLC ] a non-exclusive, non-transferable, worldwide, royalty-free, fully paid-up, perpetual, and irrevocable right and license to use data derived from analysis of the [Contractor] Content in aggregated or de-identified form for the purposes of providing and improving [IENJOYITMEDIA, LLC ]’s products and services.
Feedback. If [Contractor] provides any feedback, comments, and suggestions to [IENJOYITMEDIA, LLC ], such Feedback shall be owned in full by IENJOYITMEDIA, LLC
8. REPRESENTATIONS & WARRANTIES.
Contractor represents and warrants that the Services will be performed in a professional and workmanlike manner and it has the authority and capacity to enter into this Agreement and is not subject to any restrictive covenant or other legal obligation that prohibits the Contractor from performing the Services.
EXCEPT FOR THE LIMITED WARRANTIES EXPRESSLY SET FORTH ELSEWHERE IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS," WITH ALL FAULTS, AND THE ENTIRE RISK AS TO THE SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT OF SUCH SERVICES SHALL BE WITH THE CLIENT. THE Contractor DISCLAIMS ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Non-Solicitation of Employees, Contractors and Customers. During the period starting on the October, 15th 2019 and after the termination or expiration of this agreement (the "Non-Solicitation Period"), Contractor will not directly or indirectly, on its own behalf or in the service or on behalf of others, in any capacity induce or attempt to induce any officer, director, contractor or employee to leave IENJOYITMEDIA, LLC or solicit or accept, or attempt to solicit or accept, the business of any customer, consultant, or patron of IENJOYITMEDIA, LLC.
Permitted Hirings and Business
Voluntary Contacts. Contractors may not employ or accept the business of the IENJOYITMEDIA, LLC's officers, directors, employees, customers, consultants, contractors or patrons who contact the contractor on their own initiative without any direct or indirect solicitation or encouragement by IENJOYITMEDIA, LLC.
Former Employees. Contractors may not employ any former officer, contractor, director, or employee of IENJOYITMEDIA, LLC.
whose employment / membership with the IENJOYITMEDIA, LLC has terminated for three years without any direct or indirect solicitation or encouragement by IENJOYITMEDIA, LLC.
Former Customers. Contractors may not do business with any former customer, consultant, contractor or patron of IENJOYITMEDIA, LLC who no longer does business with the IENJOYITMEDIA, LLC without any direct or indirect solicitation or encouragement by IENJOYITMEDIA, LLC
This Agreement may be terminated by either party in the event the other party fails to perform its obligations hereunder on time, fails to assure timely performance, or otherwise fails to perform its material obligations; provided, however, that prior to such termination the terminating party notifies the defaulting party in writing at least ten (10) days in advance, states the reasons why the Agreement should be terminated and affords the defaulting party an opportunity to cure any alleged default during such ten (10) day notice period.
Either party may terminate this Agreement, upon notice and without liability, in the event the other party: (a) files a petition in bankruptcy; (b) has filed against it an involuntary petition in bankruptcy not dismissed within thirty (30) days; (c) consents to the appointment of a receiver, custodian, trustee or liquidator; or (d) dissolves, liquidates or makes a general assignment for the benefit of creditors.
Either party may terminate this Agreement, or any Services to be performed hereunder, in whole or in part, without cause and for its own convenience, by providing the other written notice of termination at least thirty (30) days in advance, specifying the extent to which the Agreement is so terminated and the date upon which such termination becomes effective. The terminating party shall have no liability for such termination except that the Client shall be liable for Services rendered and/or expenses incurred by the Contractor in accordance with this Agreement prior to the effective date of such termination and for which payment has not been made.
10. LIABILITY AND INDEMNIFICATION.
Each Party shall indemnify and hold harmless the other Party and its affiliates, directors, officers, employees, partners, contractors or agents, from and against any and all claims, actions, causes of action, demands, or liabilities of whatsoever kind and nature, including judgments, interest, reasonable attorneys’ fees, and all other costs, fees, expenses, and charges (collectively, “Claims”) to the extent that such Claims arise out of or were caused by the negligence, gross negligence, or willful misconduct of the indemnifying Party or from any breach of the Agreement by the indemnifying Party.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT, OR BASED UPON A WARRANTY, EVEN IF THE OTHER PARTY OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF Contractor TO THE CLIENT SHALL NOT EXCEED THE SUM OF THE FEES PAID TO THE Contractor BY THE CLIENT HEREUNDER.
1. Severability — If any provision of this Agreement shall be held to be invalid or unenforceable, such provision shall be stricken and the remainder of the Agreement shall remain in full force and effect to accomplish the intent and purpose of the parties. The parties agree to negotiate the severed provision to bring the same within the applicable legal requirements to the extent possible.
1. Disputes — Any dispute, controversy or claim arising out of or in connection with this Agreement, including without limitation, any dispute regarding the enforceability of any provision, that cannot be resolved through good faith negotiations within thirty (30) days or such longer period of time as may be mutually agreed between the Parties, shall be submitted to and finally resolved by a court of competent jurisdiction in New York County in New York.
1. Governing Law — This Agreement shall be subject to, and construed and interpreted in accordance with, the laws of the State of New York, without regard to its conflict-of-laws provisions and the U.N. Convention for the International Sale of Goods.
1. No Waiver — Any failure or delay by either party to exercise any right, power or privilege hereunder or to insist upon observance or performance by the other party of the provisions
of this Agreement shall not operate or be construed as a waiver thereof. No waiver shall be binding on either party unless it is in writing and signed by an authorized representative of the party to be bound.
5. Survival — The obligations in this Agreement that by their terms naturally survive the expiration or termination of this Agreement shall so survive.
6. Language of Contract — This contract has been negotiated and concluded in English U.S. It may be translated into any other language for practical purposes, but the English U.S. version shall prevail in the event of any doubt.
5. Anti-Assignment — Neither party may assign, subcontract, or otherwise transfer its rights or obligations under this without the prior written consent of the other party, which shall not be unreasonably withheld.
5. Integration/Modification — This document and any exhibits or attachments hereto embody the entire agreement of the parties with respect to the subject matter hereof and supersede and cancel all previous negotiations, agreements or commitments by the parties whether oral or written. This Agreement may not be released, canceled, abandoned, amended or modified in any manner except by an instrument in writing duly signed by each of the parties hereto.