Independent contractor landing page (sales contractor)

INDEPENDENT SALES CONTRACTOR TERMS AND CONDITIONS

 

Section 1: Definitions

 

For the purposes of this Agreement, the following terms shall have the meanings explicitly set forth below:

Company: Refers to Opucore LLC, a Texas limited liability company, which is the hiring party engaging the services of the Independent Sales Representative under this Agreement.

​

Independent Sales Representative (or "Representative"): An independent contractor engaged by the Company to market, promote, and solicit orders for the Company’s services. The Representative is not an employee, partner, or joint venturer of the Company.

 

Prospective Buyer: Any individual, business, or entity targeted or contacted by the Representative who has expressed potential interest in purchasing the Company’s services but has not yet executed a binding agreement or submitted payment.

​

Buyer: Any Prospective Buyer who successfully executes a contract for services with the Company and submits an initial or complete payment that is cleared and collected by the Company.

 

Commission: A percentage-based variable payment earned by the Representative, calculated strictly on collected revenues actually received by the Company from a Buyer directly brought in by the Representative.

 

Flat Rate Payment: A specific, fixed-dollar monetary payout earned by the Representative during the first two months of a Buyer’s active plan, which remains static regardless of the long-term lifespan or subsequent renewals of the underlying service plan.

 

Monthly Plan: A recurring, subscription-based service package offered by the Company to Buyers, billed on a predictable monthly cycle (e.g., the base $399/month package).

 

Additional Services: Any supplementary, individual, custom, or one-off services, products, or upgrades sold by the Representative to a Buyer that fall outside the standard scope of the core Monthly Plan.

 

Payment Received (or "Collected Revenue"): Funds that have been fully processed, cleared, and deposited into the Company’s bank account from a Buyer. No compensation is earned by or owed to the Representative on billed invoices, bounced checks, or disputed credit card charges until the funds are successfully settled and clear of chargebacks.

 

Effective Date: The specific calendar date on which this Agreement becomes legally binding, typically marked by the completion of signatures by both the Representative and the authorized manager of Opucore LLC.

 

Termination: The formal ending of this Agreement by either party, which triggers specific clauses regarding whether residual payments stop or continue for accounts previously brought in by the Representative.This Independent Sales Contractor Agreement (the "Agreement") is entered into and made effective as of [Date] (the "Effective Date"), by and between:

 

The Company: Opucore, Inc., a Texas LLC corporation, with a principal place of business in Texas (hereinafter referred to as the "Company").

​

The Contractor: [Contractor Name], residing at [Contractor Address] (hereinafter referred to as the "Contractor").RECITALSWHEREAS, the Company is engaged in the business of [Type of Business/Services, e.g., fitness memberships, SaaS platform, IT services]; andWHEREAS, the Company desires to retain the Contractor as an independent sales representative to promote and solicit sales for the Company's products and/or services, and the Contractor represents they have the skills, experience, and independence necessary to perform such services; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

 1. ENGAGEMENT of SERVICES

        Scope of Representation: The Company hereby engages the Contractor, and the Contractor agrees to act as an independent sales representative to promote, solicit, and secure orders for the Company’s services and/or products (the "Services").

        Non-Exclusive Territory: Unless otherwise specified in writing, this engagement is non-exclusive. The Contractor is free to represent and sell services for other non-competing entities during the term of this Agreement.

        Client Ownership & Lead Protection (Rules of Engagement): To maintain fair competition, foster a collaborative team environment, and protect the Contractor's sales efforts, the Company utilizes a centralized lead registration and tracking system (e.g., CRM).

              A prospect, lead, or client is deemed "owned" by the Contractor once it is properly registered under their name in the Company’s database or CRM.

             The Contractor shall have exclusive sales rights to their registered leads and active clients. No other Company contractor, agent, or employee may actively solicit, contact, negotiate with, or attempt to close a transaction with a lead or client registered to the Contractor.

             If any dispute arises regarding lead ownership, the Contractor agrees to abide by the Company's internal dispute resolution process, and the Company’s final determination shall be absolute, binding, and non-appealable.

       Sales Integrity & Authorized Representations: The Contractor is strictly prohibited from making any false, misleading, unrealistic, or unauthorized representations, promises, guarantees, or warranties regarding the Company's products, services, pricing, terms, or membership benefits.

             The Contractor shall only use marketing materials, pricing schedules, and sales contracts officially provided and approved by the Company in writing.

              The Contractor has no authority to alter any contract terms, offer unauthorized discounts, or promise features or services not officially supported by the Company.

       Professional Conduct: The Contractor agrees to represent the Company in a professional, ethical, and lawful manner, complying with all federal, state, and local laws. This includes strict compliance with the Texas Deceptive Trade Practices Act (DTPA). Any violation of this paragraph, or any deceptive sales practice, shall constitute a material breach of this Agreement and grounds for immediate termination for cause.

2. INDEPENDENT CONTRACTOR STATUS (TEXAS WORKFORCE COMMISSION COMPLIANCE)

         No Employment Relationship: The parties explicitly agree that the Contractor is engaged solely as an independent contractor. Nothing in this Agreement shall construct an employer-employee relationship, partnership, or joint venture. The Contractor is not an employee under the Texas Unemployment Compensation Act or the Fair Labor Standards Act (FLSA).

          Control of Work: Consistent with the guidelines of the Texas Workforce Commission (TWC), the Contractor has the sole and absolute right to control and direct the means, manner, and methods by which they perform their sales activities. The Contractor shall not be required to follow a set schedule, work specific hours, attend mandatory administrative meetings, or report to a Company office.

          Business Expenses & Infrastructure: The Contractor shall provide all necessary tools, software, equipment, and vehicles to perform the Services at their own expense.

         Taxes and Benefits: The Contractor is solely responsible for paying all federal self-employment taxes (Social Security and Medicare), and state or local business taxes. The Contractor acknowledges they are not eligible for, nor entitled to participate in, any Company-provided benefits, including health insurance, workers' compensation insurance, paid time off, retirement plans, or unemployment compensation.

3. COMMISSION AND COMPENSATION (TEXAS BUS. & COM. CODE § 54.002 COMPLIANCE)The Independent Contractor may select one of the following two mutually exclusive compensation options. By executing this Agreement, the Independent Contractor acknowledges and agrees that they must choose only one option and are strictly prohibited from selecting or receiving compensation under both options simultaneously.

           Option 1: Residual and Additional Service Commission The Independent Contractor shall receive a commission equal to 10% of each payment actually received by the Company for a monthly plan sold directly by the Independent Contractor, for a maximum duration of up to 12 months per individual plan. Additionally, the Independent Contractor shall receive a commission equal to 10% of any payments actually received by the Company for any supplementary or additional services sold directly by the Independent Contractor to a buyer.

                 Option 1 EXAMPLE: The Residual & Additional Services Model Best for reps looking for steady, recurring revenue and long-term value from their accounts. Monthly Plan Commission: 10% of each monthly payment received ($39.90 per month).12-Month Total: $39.90 × 12 months = $478.80Bonus Potential (Additional Services): If the rep upsells that same buyer a one-time add-on service later for $500, they earn an extra 10% ($50). The rep is not entitled to any additional compensation if they did not make up additional services sale themselves. Total Potential Earnings on the Base Contract: $478.80 (plus 10% on any future add-ons).IF YOU LEAVE THE COMPANY AND/OR ARE TERMINATED, COMMISSION PAYMENTS WILL NOT CONTINUE AT TIME OF RENEWAL. MEANING ONCE A TWELVE-MONTH DURATION IS COMPLETE, THERE WILL BE NO ADDITIONAL PAYMENTS MADE. IF FRAUD IS SUSPECTED, PAYMENTS WILL STOP IMMEDIATELY AND WILL NOT BE REINSTATED IF BUYERS ARE ACCUSING THE INDEPENDENT CONTRACTOR OF FRAUD OR MAKING FALSE PROMISES. SELL BASED ON SITE SERVICES ONLY. IF IT IS NOT OFFERED OR EXPLAINED, SEND A CLARIFICATION QUESTION IF YOU ARE UNSURE.

          Option 2: Upfront Flat Commission The Independent Contractor shall receive a flat commission equal to 50% of the first two monthly payments actually received by the Company from a buyer for a monthly plan sold directly by the Independent Contractor. No further commissions or residual payments shall be owed for subsequent months or additional services under this option.

                  Option 2 EXAMPLE: The Upfront Flat ModelBest for reps who prefer a fast, high-payout cash flow right at the beginning of the deal.Month 1 Payment Received: 50% of $399 = $199.50Month 2 Payment Received: 50% of $399 = $199.50Months 3 through 12: $0 (No further payouts, even though the buyer pays for 12 months).Additional Services: $0 (No commission on any future add-on services sold to this buyer).Total Potential Earnings on the Base Contract: $399.00 flat.

          Definition of Earning a Commission: A commission is considered "earned" and "eligible for payment" only when the customer has fully executed a formal agreement or purchased a plan with the Company, and the Company has received and cleared the corresponding payment (e.g., the down payment for annual plans, or the full purchase amount for other direct sales).

           Active Status Requirement (Texas "Procuring Cause" Opt-Out): Notwithstanding any custom, usage, or common law doctrine to the contrary (including the Texas "procuring cause" doctrine), the parties explicitly agree that no commission shall accrue, be earned, or become payable to the Contractor unless the Contractor is actively engaged as an independent contractor by the Company under this Agreement on the exact date that the customer's payment clears. If this Agreement is terminated for any reason by either party, the Contractor shall have no right to, and completely forfeits, any commissions on sales where client payments have not cleared prior to the effective date of termination.                 Violations of Rules of Engagement (Commission Redirection): If it is determined by the Company that a contractor closed a deal with, or accepted a payment from, a lead or client actively registered to another active Contractor in violation of Section 1, the commission for that sale shall be redirected and paid entirely to the Contractor who owns the lead, or split as determined in the sole discretion of Company management. The violating contractor forfeits any and all rights to any percentage of that transaction.

           Payment Schedule: Commissions will be paid to the Contractor on or before the [e.g., 15th] day of the calendar month following the month in which the Company received the customer's cleared payment. Along with each payment, the Company will provide a written statement detailing the calculations for that payment.

           Chargebacks, Refunds, and Misrepresentation Clawbacks: If a customer cancels their contract, receives a refund, files a chargeback, or defaults on payment after a commission has already been paid, the Company reserves the right to deduct the corresponding commission amount from any future commissions owed to the Contractor.

                      Specifically, if a refund or cancellation occurs due to an unauthorized promise, false representation, or misrepresentation made by the Contractor (as determined by the Company following a customer dispute or audit), the Contractor forfeits 100% of the commission. If no future commissions are owed from which to deduct, the Contractor agrees to promptly repay the clawed-back commission to the Company within ten (10) business days of written demand.

4. EXPENSES Unless otherwise agreed upon in writing by the Company, the Contractor shall be solely responsible for all operating expenses incurred in connection with performing services under this Agreement. This includes, but is not limited to, travel expenses, vehicle maintenance, fuel, insurance, mobile phone bills, internet, home office setups, and marketing materials.

5. TERM AND TERMINATION

           Term: This Agreement will begin on the Effective Date and will continue indefinitely until terminated by either party.•Termination for Convenience: Either party may terminate this Agreement at any time, with or without cause, by providing [Number, e.g., 15 or 30] days’ prior written notice to the other party.

            Termination for Cause: The Company may terminate this Agreement immediately and without prior notice if the Contractor breaches any provision of this Agreement, engages in deceptive sales practices (violating Section 1), commits fraud, or acts in a manner that damages the reputation of Opucore, Inc.

           Post-Termination Commissions (Texas Bus. & Com. Code § 54.003 Compliance): Upon termination of this Agreement by either party, the Company shall only pay those commissions that were fully "earned" (meaning the customer's payment cleared) prior to the effective date of termination.oIn compliance with Texas law, all such final, earned commissions due to the Contractor at the time of termination must be paid no later than thirty (30) working days after the effective date of termination.oBecause of the Active Status Requirement set forth in Section 3, no further commissions shall accrue, accumulate, or become due to the Contractor after the termination date.

           Statutory Penalty Notice: The parties acknowledge that under Tex. Bus. & Com. Code § 54.004, a principal who fails to pay commissions when due under these guidelines may be held liable in a civil action for three times (treble) the unpaid commission amount, plus reasonable attorney's fees and court costs.

6. CONFIDENTIALITY AND TEXAS-COMPLIANT RESTRICTIVE COVENANTS

        Confidential Information: During the term of this Agreement and thereafter, the Contractor shall not disclose, use, or exploit any confidential business information, trade secrets, pricing models, marketing strategies, or proprietary customer lists of Opucore, Inc. for their own benefit or the benefit of any third party.

       Internal Non-Poaching (Contractor-to-Contractor Protection): The Contractor acknowledges that customer lists, registered leads, and customer databases are the exclusive proprietary Trade Secrets of the Company. The Contractor agrees not to access, solicit, contact, or interfere with any active customer, account, or registered lead of another Company contractor.

      Non-Solicitation of Customers: For a period of twelve (12) months following the termination of this Agreement, the Contractor shall not, directly or indirectly, solicit or attempt to solicit business from any active client or customer of Opucore, Inc. whom the Contractor personally served, actively targeted, or became aware of through Confidential Information during the term of this Agreement. This geographical and relationship-based scope is designed to be enforceable under the Texas Covenants Not to Compete Act (Tex. Bus. & Com. Code § 15.50).

     Non-Solicitation of Employees: For a period of twelve (12) months following the termination of this Agreement, the Contractor shall not solicit, recruit, or hire any employee or active independent contractor of Opucore, Inc.

7. CONTRACTOR INDEMNIFICATION (LIABILITY FOR FALSE PROMISES) The Contractor agrees to defend, indemnify, and hold harmless Opucore, Inc., its officers, directors, employees, and agents from and against any and all claims, liabilities, losses, damages, demands, customer refunds, lawsuits, fines, or expenses (including reasonable attorney's fees) arising out of or relating to:     1.Any unauthorized representations, false promises, guarantees, or misleading statements made by the Contractor to a customer or prospect that deviate from official Company-approved materials.      2.Any breach by the Contractor of the sales integrity guidelines or compliance standards outlined in Section 1 of this Agreement.     3.Any violation by the Contractor of federal, state, or local laws, including the Texas Deceptive Trade Practices Act (DTPA).

8. GOVERNING LAW AND VENUE

       Governing Law: This Agreement shall be governed by, interpreted, and enforced in accordance with the laws of the State of Texas, without regard to its conflict of law principles.

       Mandatory Venue: In compliance with Tex. Bus. & Com. Code § 54.002(c), any legal action, dispute, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [Insert County, e.g., Dallas / Collin / Harris] County, Texas, and both parties consent to the personal jurisdiction of such courts.

       Criminal Law: The contractor will be responsible for ensuring they do not visit areas that violate law according to their records and/or restrictions set forth by state law. (e.g. no solicitation signs, school zones, etc.)

9. COMPANY APPROVAL REQUIRED

       All contractors or independent contractors must be approved by the company in order to sell, promote, or collect commissions. •The contractor or independent contractor must be sure the client types their name down as the designated sales representative to collect flat rate or commission payments.

       The contractor or independent contractor must follow all laws and regulations. Any failure to do so will result in penalties or fines set forth by the company.

       All contractors or independent contractors will be required to provide their own insurance coverage, pay their own expenses, cover their equipment costs, and pay their own taxes.

10. TRAINING REQUIREMENTS

         Independent Contractors will be required to view training materials before they receive final approval to sell. These classes will help independent contractors better understand the products and services. OPUCORE LLC RESERVES THE RIGHT TO REVISE, UPDATE, AND CHANGE TERMS AND CONDITIONS CLAUSES FOR FUTURE PAYMENTS AND ANY OTHER CLAUSE AS SET FORTH.