INDEPENDENT CONTRACTOR AGREEMENT For Brand Ambassadors

This Independent Contractor Agreement (“Agreement”) is dated this [Execution Date] (“Execution Date”) by and between the ENTR3PNR LLC, a Pennsylvania limited liability company, (“Company”) with its principal place of business located at 5620 Gainor Rd, Philadelphia, PA 19131 and [Ambassador Name], an individual and hired Brand Ambassador at Company, residing at [Ambassador Address] (“Contractor” or “Brand Ambassador”), collectively the “Parties”.

BACKGROUND

The Company desires to contract services of a Brand Ambassador to market the brand, facilitate sales and recruit new Brand Ambassadors and Vendors for the Company.  The Contractor agrees to develop and facilitate sales efforts on behalf of the Company for a commission.  The Parties desire to memorialize the commission and compensation structure for sales attributed to the Contractor.

The Contractor, shall have the title of Brand Ambassador and shall provide sales and recruiting services, as defined herein, to Company, as defined below.

In consideration of the mutual terms, conditions and covenants hereinafter set forth, Company and Brand Ambassador agree as follows:

  1. Definitions:
    • “Customer” is a person intending to purchase or purchasing merchandise on the ENTR3PNR platform.
    • “Earnings Report” is a document provided monthly to an Independent Contractor who has participated in an Endorsement paid in the preceding calendar month.
    • “Revenue” is the amount paid to Company for sale, minus the compensation paid to the cost attributed to shipping.
    • “Brand Ambassador” is an Independent Contractor who seeks, facilitates, and secures sales of merchandise on the ENTR3PNR platform.
    • “Recruiter” is an Independent Contractor who seeks, facilitates, and secures the acquisition of new Brand Ambassadors, Vendors, and End-Users.
    • “Vendor” is a person or company that sells merchandise on the ENTR3PNR platform.
    • “End-User” is a person or company that uses the ENTR3PNR platform and/or creates a User Account to utilize all of the platform’s features.
  1. Services. The Company hereby engages the Contractor, and the Contractor hereby accepts the contract for hire as an independent contractor. The Parties agree that the Contractor has been or be given a copy of the Brand Ambassadors Manual (“Manual”). The Brand Ambassador agrees to read the Manual, so they are aware of all the processes to ensure proper recruitment and properly attributed sales. The contents of the Manual are covered under the Confidentiality Clause in Section 7. The Brand Ambassador shall devote such time, attention and energies as required in a means determined by them to develop and facilitate the Company’s sales efforts.
  1. The Company authorizes the Contractor (1) to direct potential new Brand Ambassadors and Vendors to apply, (2) direct potential customers to the platform for purchases, and (3) a limited license to use Intellectual Property owned by the Company for the purpose of completing the Contractor’s services. The company does not authorize the Contractor to bind the company in any agreement.
  1. Compensation.
  • Commission-Based Compensation Formula. Commission paid by Company to Contractor will be based on their role as Brand Ambassador and/or as a recruiter of other Brand Ambassadors in the respective sales, pursuant to formulas below. The Contractor shall accept commission from the Company as compensation for all services provided to the Company, as follows:

(a). Services as Brand Ambassador: The Brand Ambassador will be entitled to ten percent 10% of the revenue for merchandise from each sale that is attributed to them through the use of their personal link or sales code (“Attributed Sales Fee”).

(b). Services as Recruiter: The Marketing Agent will be entitled to ten percent (10%) of the revenue for merchandise from each sale that is attributed to any ambassador recruited by the contractor through the use of their personal link or sales code (“Recruiter Fee”).

  • Commission Payment Schedule. Commissions owed to the Contractor are payable after the sale payment is made to the Company.
  • Earnings Report. On the 15th day of each month, or the following business day, Company will calculate the amount owed to the Contractor for sales made in the preceding calendar month and issue an Earnings Report. Earnings Reports may be audit as per Section 5 of this Agreement.
  • Opportunity to Dispute. The Contractor will have until the 20th day of each month to dispute the amounts listed in the Earnings Report. The Company shall not retaliate against the Brand Ambassador for accounting disputes or audits requested in good faith.
  • Payment. If the Earnings Report is not disputed, then Company will pay the listed earnings before the 30th day of each month, or the following business day.
  • Taxes and Expenses. Contractor is solely responsible for any and all taxes that arise from the terms of this A Company shall reimburse Contractor for approved expenses. The Company shall issue a Form 1099 annually for tax purposes.
  • Cancellations or Default. Company’s obligation to pay Contractor does not begin until the respective sale has been paid to the If the sale is not paid or the Customer cancels, the Company is not liable for payment to the Brand Ambassador.
  1. Withdrawal of Payments. The Contractor has the right to withdraw funds from the Account at any time. However, the contractor may be required to confirm his or her identity beforehand. The funds on the Account must be sufficient to cover the minimum withdrawal amount and any applicable withdrawal fee. The contractor can choose the method of withdrawal when submitting the withdrawal request given that:-
    • The electronic money on the Account belongs to the person or legal entity which is registered as the Account holder. No person other than the Account holder has any rights in relation to the funds held in such an Account, except in cases of succession. You may not assign or transfer the Account to a third party or otherwise grant any third party a legal or equitable interest over it.
    • The Account may be subject to upload, payment and withdrawal limits, depending on contractor’s country of residence, the verification status of the Account and other factors used by us to determine such limits from time to time at our sole discretion.
    • For avoidance of doubt, the minimum amount that can be withdrawn from the account is USD 100. The minimum withdrawal sum applies to both venders and ambassadors collectively referred to as contractors.
  1. Audit Rights. Upon request, and within three months after the sale is paid to the Company, the Contractor is entitled to an accounting of their earnings for each month.
  1. Term and Termination. The Term of this Agreement shall commence on [DATE]. After the first thirty (30) days of the Term, the Term shall continue for two (2) year unless terminated with written notice. Either party may, without cause, terminate this Agreement with fourteen (14) day written notice (email sufficient) to the other. Company may terminate at anytime for cause, violation of the platform’s Terms and Conditions, or for any breach of the warranties, representations, responsibilities or duties outlined in this agreement.
  • Continuing Payments. In the event of Termination, the Contractor is entitled to commission for sales made through the date of Termination, subject to the terms in Section 2.
  1. Confidentiality. During the term of this Agreement and for [years, e.g., two (2)] years after the termination or expiration of this Agreement, neither party shall make use of the other’s Confidential Information (as hereinafter defined) for purposes other than the performance of its obligations under this Agreement. Each party shall protect the other party’s Confidential Information by using the same degree of care as it uses to protect its own information of a like nature, but no less than a reasonable degree of care. The receiving party shall only disclose the Confidential Information to its employees [consultants and subcontractors] who have a need to know such Confidential Information in order to perform its obligations under this Agreement. “Confidential Information” shall mean all information of either party not generally available to the public which is provided to the receiving party by the disclosing party or which the receiving party has access to or discovers in the performance of this Agreement, including but without limitation, all information relating to a Party’s products, business and operations including, but not limited to, business plans, financial records, customers, suppliers, vendors, products, costs, sources, strategies, inventions, procedures, forecasts, sales materials and data, technical advice or knowledge, contractual agreements, pricing, product specifications, trade secrets, procedures, distribution methods, inventories, marketing strategies, algorithms, designs, drawings, work sheets, blueprints, manufacturing processes, computer programs and systems and know-how or other intellectual property of a Party and its affiliates that may be at any time furnished, communicated or delivered by a Party to the other Party, whether in oral, tangible, electronic or other form. All Confidential Information shall remain the property of the disclosing Party.

Confidential Information shall not include any information that: (a) was rightfully known to a party prior to disclosure by the other party; (b) is rightfully obtained by a party from a third party; (c) is made available by the disclosing party to the public without restrictions; (d) is disclosed by a party with prior written permission of the other party; (e) is independently developed or learned by the recipient party through legitimate means; (f) is disclosed by the disclosing party to a third party without a duty of confidentiality on the third party; or (g) is disclosed pursuant to any applicable laws, regulations, or order of a court of competent jurisdiction, or by the recipient in defense of a claim against the recipient. Each party will provide reasonable prior notice to the other, unless prohibited by applicable law, if it is required to disclose any of the other party’s Confidential Information under operation of law, and such disclosure shall not constitute a breach of this Agreement.

  1. Non-Disparagement. Contractor shall not make any statements, orally or in writing, regardless of whether such statements are truthful, nor take any actions, which: (a) in any way could disparage Company and its owners and Clients, or which foreseeably could harm the reputation and/or goodwill of Company and its owners and Clients; or (b) in any way, directly or indirectly, could knowingly cause or encourage or condone the making of such statements or the taking of such actions by anyone else.
  1. Non-Solicitation. Contractor acknowledges that because of Contractor’s service to the Company, Contractor will have access to material intellectual property and confidential information. During the Term and for six months thereafter, in addition to Contractor other obligations hereunder, Contractor shall not, on behalf of the Contractor or any third party, directly or indirectly (i) divert or attempt to divert from the Company any business of any kind, including without limitation the solicitation of or interference with any of its customers, clients, members, business partners or suppliers, or (ii) solicit or otherwise directly induce any person employed or contracted by the Company to terminate his/her employment or contract.
  1. Other Business Activities. This is not an exclusive contract for services. Contractor is an independent contractor and may engage in other business activities for merchandise selling.  Contractor shall work in good faith to not engage in providing services to a known direct competitor of the Company. Contractor shall hold Company and Company clients’ information to the strictest confidence.
  1. Incapacity. All earned compensation for services performed shall be distributed in accordance with the terms herein and applicable laws related to incapacitation, guardianship, probate, and heirship.
  1. Indemnification. The Brand Ambassador agrees to indemnify Company for any claims arising out of the negligent actions of the Brand Ambassador, willful misconduct of the Brand Ambassador, or any violation of this agreement by the Brand Ambassador.
  1. Assignment. Due to the responsibilities and nature of the Company’s work, the Brand Ambassador shall not assign this Agreement.
  1. Modifications to Agreement. It is agreed between the parties that there are no other agreements or understandings between them relating to the subject matter of this Agreement. This Agreement supersedes all prior agreements, oral or written, between the parties and is intended as a complete and exclusive statement of the agreement between the parties. No change or modification of this Agreement shall be valid unless the same be in writing and signed by the parties.
  1. Notices. All notices required or permitted to be given hereunder shall be in writing (email sufficient).

ADDRESS for Contractor:  [Ambassador Name]

Job Title:  Brand Ambassador

Street Address:  [Ambassador Address]

Email Address: [Ambassador Email]

ADDRESS for Company: ENTR3PNR LLC

Street Address: 5620 Gainor Rd, Philadelphia, PA 19131

Email Address: entr3pnr@gmail.com

  1. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania.

INTENDING TO BE LEGALLY BOUND, the parties hereto have caused this Agreement to be executed as of the date first above written.

ENTR3PNR, LLC

BY: __________________________

PRINT NAME:  Julian Johnson

TITLE:  CEO/Member

[Ambassador Name]

BY: __________________________

PRINT NAME: [Ambassador Name]

TITLE: Brand Ambassador