Independent Contractor Agreement for Direct Salesperson (for Firm)

Independent Contractor Agreement for Direct Salesperson (for Firm)

When you're hiring someone to sell consumer products as a direct salesperson, it's important to establish your company's relationship with the worker -- protect your interests with this independent contractor agreement.  The agreement covers:

  • services the IC will provide
  • deadlines the IC must meet
  • when the IC will be paid and how much

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See below for a full product description.

Independent Contractor Agreement for Direct Salesperson

Parties

This Agreement is made between  ("Client"), with a principal place of business at , and  ("Contractor"), with a principal place of business at .

Services to Be Performed

Contractor agrees to sell the following product or merchandise for client:

.

Multiple Selection
Label Contract Text
  Contractor will seek sales of the product in the homes of various individuals. 

Compensation

In consideration for the services to be performed by Contractor, Client agrees to pay Contractor a commission on completed sales as follows: .

Contractor acknowledges that no other compensation is payable by Client and that all of Contractor's compensation will depend on sales made by Contractor. None of Contractor's compensation will be based on the number of hours worked by Contractor.

Expenses

Alternate Selection
Label Contract Text
no reimbursement Contractor will be responsible for all expenses incurred while performing services under this Agreement.
reimbursement

Client will reimburse Contractor for the following expenses that are directly attributable to work performed under this Agreement: . Contractor will submit an itemized statement of Contractor's expenses. Client will pay Contractor within 30 days after receipt of each statement.

 Materials

Contractor will furnish all materials, equipment, and supplies used to provide the services required by this Agreement.

Independent Contractor Status

Contractor is an independent contractor, and neither Contractor nor Contractor's employees or contract personnel is, or will be deemed, Client's employees. In its capacity as an independent contractor, Contractor agrees and represents, and Client agrees, as follows:

Multiple Selection
Label Contract Text

IC status 1

Contractor has the right to perform services for others during the term of this Agreement subject to noncompetition provisions set out in this Agreement, if any.
IC status 2 Contractor has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed.
IC status 3 Contractor has the right to perform the services required by this Agreement at any place or location and at such times as Contractor may determine.
IC status 4 Contractor will furnish all equipment and materials used to provide the services required by this Agreement, except to the extent that Contractor's work must be performed on or with Client's computer or existing software.
IC status 5 The services required by this Agreement will be performed by Contractor or Contractor's employees or contract personnel, and Client will not be required to hire, supervise, or pay any assistants to help Contractor.
IC status 6 Contractor is responsible for paying all ordinary and necessary expenses of its staff.
IC status 7 Neither Contractor nor Contractor's employees or contract personnel will receive any training from Client in the professional skills necessary to perform the services required by this Agreement.
IC status 8 Neither Contractor nor Contractor's employees or contract personnel will be required to devote full time to the performance of the services required by this Agreement.
IC status 9 Client will not withhold from Contractor's compensation any amount that would normally be withheld from an employee's pay.

Business Permits, Certificates, and Licenses

Contractor has complied with all federal, state, and local laws requiring business permits, certificates, and licenses required to carry out the services to be performed under this Agreement.

State and Federal Taxes 

Client will not:

  • withhold FICA (Social Security and Medicare taxes) from Contractor's payments or make FICA payments on Contractor's behalf
  • make state or federal unemployment compensation contributions on Contractor's behalf, or
  • withhold state or federal income tax from Contractor's payments.

Contractor will pay all taxes incurred while performing services under this Agreement -- including all applicable income taxes and, if Contractor is not a corporation, self-employment (Social Security) taxes. Upon demand, Contractor will provide Client with proof that such payments have been made.

Fringe Benefits

Contractor understands that neither Contractor nor Contractor's employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of Client. If Contractor is subsequently classified by the IRS as a common law employee, Contractor expressly waives his or her rights to any benefits to which he or she was, or might have become, entitled. 

Workers' Compensation

Client will not obtain workers' compensation insurance on behalf of Contractor or Contractor's employees or agents. Contractor will provide Contractor's employees with workers' compensation insurance to the extent required by law and provide Client with a certificate of workers' compensation insurance. Contractor agrees to hold harmless and indemnify Client for any and all claims arising out of any injury, disability, or death of Contractor or any of Contractor's employees or agents.

Unemployment Compensation

Client will make no state or federal unemployment compensation payments on behalf of Contractor or Contractor's employees or contract personnel. Contractor will not be entitled to these benefits in connection with work performed under this Agreement.

Multiple Selection
Label Contract Text
insurance coverage

Insurance

Multiple Selection
Label Contract Text
general liability General liability. Client will not provide any insurance coverage of any kind for Contractor or Contractor's employees or contract personnel. Contractor will maintain a broad form commercial general liability insurance policy providing combined single limits of not less than $ per occurrence and $ annual aggregate. Before commencing any work, Contractor will provide Client with proof of this insurance and that Client has been made an additional insured under the policy.
auto insurance Automobile insurance. Contractor will maintain automobile liability insurance for injuries to person and property, including coverage for all nonowned and rented automotive equipment, providing for coverage of at least  for each person,  for each accident,  for property damage, and  annual aggregate. Before commencing any work under this Agreement, Contractor will provide Client with proof of this insurance.

Warranties and Representations

Contractor warrants and represents that:

  • Contractor has the authority to enter into this Agreement and to perform all obligations hereunder.
  • Contractor shall abide by all federal, state, and local laws and regulations in completing obligations under this agreement.

Indemnification

Contractor agrees to indemnify and hold harmless Client against any third-party claims, actions, or demands, including without limitation reasonable attorney and accounting fees, alleging or resulting from the breach of the warranties contained in this Agreement. Client will provide notice to Contractor promptly of any such claim, suit, or proceeding and will assist Contractor, at Contractor's expense, in defending any such claim, suit, or proceeding.

Term of Agreement

This agreement will become effective when signed by both parties and will terminate on the earliest of:

  • the date Contractor completes the services required by this Agreement
  • , or
  • the date a party terminates the Agreement as provided below.

Termination of Agreement

Each party has the right to terminate this Agreement if the other party has materially breached any obligation herein and such breach remains uncured for a period of 30 days after notice is sent to the other party.

If at any time after commencement of the services required by this Agreement, Client in its sole reasonable judgment, determines that such services are inadequate, unsatisfactory, no longer needed, or substantially not conforming to the descriptions, warranties, or representations contained in this Agreement, Client may terminate this Agreement upon  days' written notice to Contractor. Client shall pay Contractor's commission for all completed sales.

Multiple Selection 
Label Contract Text

confidential information

Confidential Information

Contractor confidentiality. Contractor acknowledges that within the course of providing services, it will be necessary for Client to disclose certain confidential and proprietary information to Contractor in order for Contractor to perform duties under this Agreement. Contractor acknowledges that any disclosure to any third party or any misuse of this proprietary or confidential information would irreparably harm Client. Accordingly, Contractor will not use or disclose to others without Client's written consent Client's confidential information, except when reasonably necessary to perform the services under this Agreement.

Scope of confidential information. Confidential Information includes, but is not limited to:

  • the written, printed, graphic, or electronically recorded materials furnished by Client for use by Contractor
  • Client's business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind
  • any tangible information produced by Contractor for Client under this agreement that provides Client with a business advantage over  competitors and is unknown by Client's competitors
  • any written or tangible information stamped "confidential," "proprietary," or with a similar legend, and
  • any written or tangible information not marked with a confidentiality legend, or information disclosed orally to Contractor, that is treated as confidential when disclosed and later summarized sufficiently for identification purposes in a written memorandum marked "confidential" and delivered to Contractor within 30 days after the disclosure.

Contractor will not be restricted in the use of any material that is publicly available, already in Contractor's possession prior to commencement of Contractor's provision of services to Client, known to Contractor without restriction, or rightfully obtained by Contractor from sources other than Client.

Contractor's obligations regarding proprietary or confidential information extend to information belonging to customers and suppliers of Client about which Contractor may have gained knowledge as a result of Contractor's services to Client.

Contractor will not disclose to Client information or material that is a trade secret of any third party. The provisions of this clause will survive any termination of this Agreement.

Multiple Selection
Label Contract Text
private dispute resolution

Disputes

Alternate Selection
Label Contract Text
mediation only

Mediation. If a dispute arises under or relating to this Agreement, the parties will try in good faith to settle it through mediation conducted by a mediator to be mutually selected. The parties will share the costs of the mediator equally. Each party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute. If the dispute is not resolved within 30 days after it is referred to the mediator, either party may take the matter to court.

mediation to arbitration

(no litigation)

Mediation and Arbitration. If a dispute arises under or relating to this Agreement, the parties will try in good faith to settle it through mediation conducted by a mediator to be mutually selected. The parties will share the costs of the mediator equally. Each party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute. If the dispute is not resolved within 30 days after it is referred to the mediator, it will be settled by binding arbitration by an arbitrator to be mutually selected. Judgment on the arbitration award may be entered in any court that has jurisdiction over the matter.
arbitration (no litigation)

Arbitration. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration by an arbitrator to be mutually selected. Judgment on the arbitration award may be entered in any court that has jurisdiction over the matter.

Multiple Selection
Label Contract Text
attorney fees

Attorney Fees

The prevailing party shall have the right to collect from the other party its reasonable costs and disbursements and attorney fees incurred in enforcing this Agreement.

Entire Agreement

This is the entire agreement between the parties. It replaces and supersedes any and all oral agreements between the parties, as well as any prior writings. This Agreement may not be amended except in a writing as provided for in this Agreement.

Successors

This agreement binds and benefits the respective successors, inheritors, assigns, and personal representatives of the parties, except to the extent of any contrary provision in the Agreement.

Waiver

The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the state of  

Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this agreement invalid or unenforceable and shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable.

Attached Papers

Any attached sheet or document shall be regarded as fully contained in this Agreement.

Notices

All notices must be in writing. A notice may be delivered to a party at the address that follows a party's signature or to a new address that a party designates in writing. A notice may be delivered: in person, by certified mail, or by overnight courier.

No Partnership

This Agreement does not create a partnership relationship. Contractor does not have authority to enter into contracts on Client's behalf.

Keep Together

Counterparts

This agreement may be signed by the parties in different counterparts and the signature pages combined will create a document binding on all parties.

MY SIGNATURE BELOW INDICATES THAT I HAVE READ AND UNDERSTOOD THIS AGREEMENT.

Client: 
Title: _____________________________________

Signature: ____________________________________________
Date: _______________
Address: 

 

Contractor: 
Title: ______________________________________

Signature: ____________________________________________
Date: _______________
Address: 

 

 

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