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1. Introduction
  • Parties Involved: This Agreement ("Agreement") is entered into by and between Dynamic Field Efficiency Lab LLC ("DFELAB"), a company incorporated in the State of Colorado, and the individual or entity who signs this Agreement ("Salesperson").
  • Effective Date: This Agreement shall commence on the date of signature ("Effective Date") and shall remain in effect for 365 days from the last sale made by the Salesperson. If no sales are made within 365 days from the Effective Date, this Agreement shall be deemed null and void.
2. Employment Status
  • Nature of Employment: The Salesperson is an independent contractor and is not an employee of DFELAB. As an independent contractor, the Salesperson has the right to control and direct the means, manner, and method by which the sales services are performed.
  • Tax Responsibilities: As an independent contractor, the Salesperson is solely responsible for all taxes, including but not limited to income tax, self-employment tax, and any other applicable taxes. DFELAB will not withhold any taxes from the Salesperson's commissions.
3. Duties and Responsibilities
  • Sales Activities: The Salesperson is responsible for generating leads, marketing DFELAB products and services, and maintaining communication between prospective clients and DFELAB staff.
  • Performance Expectations: The Salesperson is expected to sell a minimum of 250 units of DFELAB's R3CON device within the first 180 days of this Agreement. This Agreement will be void if no sales are made within 365 days from the Effective Date.
4. Commission Structure
  • Originated Sale Commission Rate: The Salesperson shall earn a commission of $50 per R3CON device sold.
  • Tiered Sale Commission Rate: The Salesperson shall earn a commission of $20 per R3CON device sold.
  • Payment Terms: Commissions shall be paid only after DFELAB has received full payment from the client for the corresponding sale.
  • Clawback Provisions: If a client returns a product or cancels a service for which a commission has already been paid, DFELAB reserves the right to deduct the commission amount from future payments or require the Salesperson to repay the commission. The timeline for the possibility of a rescinded commission is 10 business days after payment is received by DFELAB.
5. Expenses
  • Reimbursement: DFELAB will not reimburse the Salesperson for any expenses unless such expenses are pre-approved in writing by DFELAB.
6. Confidentiality and Non-Disclosure
  • Protection of Company Information: The Salesperson agrees to keep all proprietary and confidential information, including but not limited to client lists, manufacturing, product specifics, billing structure, pricing structures, and marketing strategies, confidential both during the term of this Agreement and for a period of three (3) years thereafter.
  • Duration: The obligation of confidentiality shall survive the termination or expiration of this Agreement for a period of three (3) years.
7. Non-Compete and Non-Solicitation
  • Non-Compete Clause: During the term of this Agreement and for three (3) years following its termination or expiration, the Salesperson agrees not to engage in any business activities that compete with DFELAB.
  • Non-Solicitation Clause: The Salesperson agrees not to solicit or attempt to do business with DFELAB's clients or employees for a period of three (3) years following the termination or expiration of this Agreement.
8. Termination
  • Termination Conditions: Either party may terminate this Agreement at any time, with or without cause, by providing written notice to the other party. This Agreement shall automatically terminate if no sales are made within 365 days from the Effective Date.
  • Post-Termination Commissions: If the Salesperson closes a sale prior to termination and is entitled to a commission, DFELAB shall pay the commission for that sale. However, the Salesperson shall not be entitled to any commissions for residual sales generated after the termination of this Agreement.
9. Dispute Resolution
  • Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado and the federal laws of the United States.
  • Dispute Resolution Mechanism: In the event of any dispute arising out of or related to this Agreement, the parties agree to first seek resolution through mediation or arbitration within ninety (90) days of the dispute being raised. Any mediation or arbitration shall take place in Durango, Colorado. If the dispute is not resolved through mediation or arbitration, either party may pursue legal action in the courts of Durango, Colorado.
10. Miscellaneous
  • Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, understandings, or representations, whether oral or written.
  • Amendments: Any amendments or modifications to this Agreement must be made in writing and signed by both parties.
  • Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
11. Liability
  • Salesperson Liability: The Salesperson is responsible for accurately describing the functions and capabilities of DFELAB's devices and services. Any exaggerations, inaccurate information or promises made by the Salesperson that exceed the actual capabilities of the devices or services shall be the responsibility of the Salesperson. DFELAB shall be responsible for any device failures or issues arising from the malfunction of the devices after the sale is completed.
Salesperson's Name
Salesperson's Address
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