This Independent Contractor Agreement (the “Agreement”) is entered into as of the Effective Date (the date of signature below), by and between Advertise Robot LLC, a limited liability company (the “Company”), and the Contractor (the “Regional Sales Manager”), whose details are provided in the signature section below. The Company and the Contractor are each a “Party” and together the “Parties.”

1. Engagement and role

1.1 The Company engages the Contractor as a Regional Sales Manager to sell the Company’s website design, development, and related digital services (the “Services”).

1.2 The Contractor agrees to devote substantially full-time business effort to this engagement and to perform it diligently and professionally.

1.3 The Contractor is engaged as an independent contractor, not as an employee, partner, agent, or joint venturer of the Company. Nothing in this Agreement creates an employment relationship.

2. Responsibilities

The Contractor’s responsibilities include, without limitation:

• Lead generation. Identifying, prospecting, and developing sales leads for the Company’s Services.
• CRM management. Recording and maintaining all leads, contacts, and deal activity in the Company’s designated CRM system, accurately and promptly.
• Sales execution. Either (i) assigning leads to a sales agent on the Contractor’s team, or (ii) personally pursuing and closing the sale.
• Team building and management. Recruiting, onboarding, and managing a team of qualified sales agents (“Sales Agents”), subject to the Company’s prior approval of each Sales Agent. The Contractor is responsible for the supervision, training, and performance of the Contractor’s team.
• Professional conduct. Representing the Company honestly and professionally, and making no promises, discounts, or commitments to customers beyond those authorized by the Company in writing.

3. Compensation — commission only

3.1 No salary or benefits. The Contractor’s compensation consists solely of the commissions described in this Section 3. The Contractor is not entitled to any salary, hourly wage, draw, benefits, insurance, paid leave, or expense reimbursement unless the Company agrees otherwise in writing.

3.2 Profit split — 50/50 between Sales and Technical. For each completed sale, the Net Profit of the sale is divided as follows:

• 50% to the Technical Team — the Company’s technical and support team responsible for building the website and providing ongoing (24/7) client support; and
• 50% to the Sales Team — the Contractor and/or the Sales Agent(s) who participated in the sale (the “Sales Share”).

“Net Profit” means the gross amount collected from the customer for the sale, less direct costs of the sale (such as third-party fees, hosting, licenses, payment-processing fees, and refunds or chargebacks), as reasonably determined by the Company.

3.3 Allocation of the Sales Share.

• If the Contractor sources and closes the sale entirely alone, the Contractor receives 100% of the Sales Share (in the illustration above, the full $1,000).
• If a Sales Agent assists in closing the sale, the Sales Share is divided equally among the participating salespeople (in the illustration above, the Contractor and the assisting Sales Agent each receive $500).

3.4 Residual commission on subscriptions. If a customer sourced by the Contractor subscribes to a monthly maintenance/support plan, the Contractor receives 20% of the monthly subscription amount for each month the payment is actually collected.

Residual commissions are payable only for as long as both of the following remain true: (i) the customer remains subscribed and current on payment, and (ii) this Agreement remains in effect and the Contractor remains actively engaged as Regional Sales Manager. Residual commissions cease upon termination of this Agreement.

3.5 Payment schedule.

• Sales commissions (Sections 3.2–3.3) are paid weekly, for sales in which the customer’s payment has cleared during the preceding week.
• Residual commissions (Section 3.4) are paid once per month, for subscription payments collected during the preceding month.

3.6 Commissions are earned only on collected funds. No commission is earned or payable on amounts not actually received by the Company. Refunds and chargebacks may be deducted from future commission payments.

4. Independent contractor status; taxes

4.1 The Contractor controls the manner and means of performing the services, subject to the results-oriented requirements of this Agreement.

4.2 The Contractor is solely responsible for all income taxes, self-employment taxes, and any other taxes or contributions arising from compensation under this Agreement. The Company will not withhold taxes and will issue any tax forms required by applicable law.

4.3 The Contractor is not authorized to sign contracts, incur debts, or make binding commitments on behalf of the Company without prior written authorization.

5. Sales Agents

5.1 Sales Agents recruited by the Contractor must each enter into their own written agreement with the Company before selling.

5.2 The Contractor is not responsible for paying Sales Agents; Sales Agents are compensated by the Company from the Sales Share as described in Section 3.3.

6. Confidentiality and company property

6.1 The Contractor shall keep confidential all non-public information of the Company, including customer lists, leads, CRM data, pricing, and business methods, during and after the term of this Agreement.

6.2 All leads, customer records, and CRM data created or collected in connection with this Agreement are the exclusive property of the Company, and the Contractor shall return or destroy all such materials upon termination.

7. Non-solicitation

For twelve (12) months after termination of this Agreement, the Contractor shall not (a) solicit the Company’s customers to move their business to a competing provider, or (b) solicit the Company’s Sales Agents, employees, or contractors to leave the Company.

8. Term and termination

8.1 This Agreement begins on the Effective Date and continues until terminated.

8.2 Either Party may terminate this Agreement at any time, with or without cause, upon fourteen (14) days’ written notice. The Company may terminate immediately for cause (including dishonesty, misrepresentation to customers, or breach of this Agreement).

8.3 Upon termination, the Company shall pay all sales commissions earned on payments collected before the termination date. Residual commissions cease as of the termination date per Section 3.4.

9. General

9.1 Governing law. This Agreement is governed by the laws of the state in which the Company is organized, without regard to conflict-of-law rules.

9.2 Entire agreement. This Agreement is the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions. It may be amended only in a writing signed by both Parties.

9.3 Severability. If any provision is held unenforceable, the remainder of this Agreement remains in effect.

9.4 Electronic signatures. The Parties agree that electronic signatures (including signatures submitted through this page) are valid and binding to the same extent as handwritten signatures.

Contractor information & signature