This
will confirm your engagement as an Independent Representative for Salon Refer (hereinafter referred to as "the Company")
under the following terms and conditions:
1. You will devote your best efforts
for the solicitation of orders resulting in sales of our salon directory listings to the beauty industry.
2. You are hereby retained as an independent contractor and not as an employee of the Company.
As an independent contractor, you shall be solely responsible to pay all applicable taxes arising from payments made to you
by the Company, including, but not limited to, social security, self-employment taxes and disability insurance. Neither
you nor your employees shall be entitled to participate in any Company plans, arrangements or distributions pertaining to
any pension, stock, bonus, profit sharing or similar benefits.
3. You agree
to indemnify and hold the Company harmless from any and all liability, claims, demands or requirements imposed by federal
or state law upon self-employed individuals arising from payments made to you under this Agreement.
4. You agree to bear all expenses incurred in your sales endeavors except those which the Company
agrees to pay for in writing.
5. You agree to make no representations,
warranties or commitments binding the Company without the Company's prior consent. You will execute no agreement
on behalf of the Company nor shall you hold yourself out as having such authority. In addition, you warrant and represent
to the Company that you are free to enter into this Agreement and that this does not violate any agreement heretofore made
by you.
6. You agree that if you or your employees shall operate a motor vehicle during
the term of this Agreement, the Company is not responsible for any damage or loss sustained by the use of said automobile
during the term hereof. If you or your employees shall operate a motor vehicle in the performance of your duties hereunder,
you will maintain public liability insurance in limits not less than $300,000/$500,000, and shall promptly furnish the Company
with documentation evidencing same upon our request.
7. The Company
has the sole right to establish, alter or amend product specifications, prices, delivery schedules and discounts, and the
Company will give you timely notice of any and all changes.
8. In full payment
for all services to be rendered by you, the Company shall pay you a commission via PAYPAL weekly (IF you generate a minimum
of $ 500.00 in commissions weekly). Otherwise, commissions will rollover to the following week.
9. The Company may reject an order at any time for any reason.
10. The Company shall furnish you with copies of invoices/contracts and shall keep an accurate set
of books and records regarding commissions due. Commission statements and payments shall be sent to you VIA Email. Commission
statements presented to you shall be deemed correct unless objections in writing are received by the Company within Thirty
(30) days from the issuance of same.
11. You agree to assist the Company
in all collection efforts upon our request.
12. You covenant
and agree that during the term of this Agreement, you shall not sell, promote or offer for sale, directly or indirectly, any
product which might in any way be deemed competitive to our advertising, printing, graphic design, logo creation, and web
design services. This covenant shall become a material part of this Agreement.
13. The Company hereby employs you at will and this Agreement may be terminated by either party at
any time for any reason. Said termination will be effective after either party sends to the other, by Certified Mail, Return
Receipt Requested, a written notice of intent to terminate at the expiration of Thirty (30) days from the date upon which
such notice is mailed to the other. Such termination will then occur at the end of the Thirty (30) day notice period.
Notwithstanding the foregoing, the Company shall be able to terminate this Agreement immediately, without the sending of the
aforesaid written Thirty (30) day notice, upon your death, bankruptcy, or in the event you breach any of the material terms
of this Agreement.
14. In the event you send the Company written notice
of your intent to terminate this Agreement pursuant to Paragraph 13, you shall continue to solicit orders for the Company
during the aforesaid Thirty (30) day period. Notwithstanding the foregoing, if the Company sends you written notice
of its intent to terminate this Agreement pursuant to Paragraph 13, you shall cease soliciting orders for the Company immediately
on the day said notice of termination is received by you.
15. At the termination
of this Agreement, you shall cease using any sales materials and product samples in your possession or under your control
and shall return same, including all catalogs, brochures, advertising, literature and other property of the Company, immediately
upon our request. Final compensation due, if any, shall not be paid until such property is received by us and has been
returned in reasonably good condition, together with a duly executed general release.
16. You shall notify the Company of all employees you intend to hire who shall assist you in representing
the Company's products no less than Five (5) working days prior to their representation of same.
17. You hereby covenant, warrant and represent that both you and your employees will keep confidential,
both during the term of this Agreement and forever after its termination, all information obtained from the Company with respect
to all trade secrets, proprietary matters, business procedures, customer lists, needs of customers, manufacturing processes
and all matters which are competitive and confidential in nature, and will not disclose this information to any person, firm,
corporation or other entity for any purpose or reason whatsoever. The Company shall be entitled to an injunction restraining
you from disclosing this information in the event of a breach or threatened breach of the provisions of this paragraph.
18. Nothing in this Agreement shall be construed to constitute you as a partner,
affiliate or employee of the Company.
19. This Agreement forms the entire
understanding between the parties. It cancels and supersedes all prior agreements and understandings.
20. There shall be no change, amendment or modification of any of the terms of this
Agreement unless it is reduced to writing and signed by both parties.
21. If any provision
of this Agreement is held by a court of competent jurisdiction or arbitration to be unenforceable, the remainder of the Agreement
shall remain in full force and effect and shall in no way be impaired.
22. This Agreement
shall be governed by the laws of the State of Texas.
Your signature
above will indicate the acceptance of the terms and conditions herein stated, and thereafter this letter shall constitute
our whole and complete agreement concerning your engagement which may not be orally modified or extended