BME Closer Contract

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    Between BME Team Member (you) and Business Marketing Engine, and Copywriter Today, products and dba names of, LLC company, an Ohio LLC.

    Independent Contractor Agreement made and entered into this day, by and between Business Marketing Engine, and Copywriter Today, products and dba names of, LLC company an Ohio limited liability corporation, (hereinafter "BME”), and the contractor signing below, (hereinafter "IC").

    WHEREAS, the Parties desire to enter into an agreement whereby IC, from time to time, will provide certain writing, sales, account management, design, and administrative SERVICES for BME;

    NOW, THEREFORE, with intent to be legally bound, and in consideration of the mutual promises and conditions contained herein, together with other good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows:

    1. Contracted Services. On a job-by-job basis, BME agrees to provide IC with training as necessary, and IC agrees to provide said SERVICES, as noted above, for BME. In this regard, IC understands and hereby acknowledges that he/she will be an Independent Contractor and as such IC will support certain products and/or perform services for BME.

    2. Compensation. Incident to those services contracted herein, BME will pay IC on a job-by-job basis and at such rates and/or commissions as the Parties mutually agree. IC is responsible to provide an invoice for all commissions or fees earned, submitting it for approval each week by Monday 8am EST for work performed. Payments are made the following Friday by direct deposit as per our usual method. The compensation structure is as agreed:

    We agree to pay you 50% for every Lead Gen client that passes the 30 day cancellation period and does not refund or charge back. Refunds and charge backs will be deducted from future commissions. Month two is 5% recurring commission.

    3. Term of Agreement. The term of this Agreement will commence on the day and year first above-mentioned and will remain in full force and effect for a period of 90 days. Following this Initial Term, this Agreement will automatically renew and be extended month-to-month unless terminated. Either Party may terminate this Agreement at any time for any cause. All remaining approved invoices must be submitted by the following Monday by 12pm EST after termination to be paid.

    4. Relationship Between the Parties. Incident to those services contracted herein, IC maintains exclusive control over the manner, time, method, and performance of such services. Further, BME retains IC only for those purposes and to the extent set forth herein. Consequently, nothing in this Agreement creates an “employer-employee” relationship between the Parties.

    5. Taxes. IC acknowledges and agrees that BME will not withhold from those sums paid to IC any amounts, whatsoever, for federal, state, and local taxes. IC further acknowledges and agrees that BME will issue IC an IRS Form 1099 for any sums paid to IC. Consequently, IC is solely responsible for the payment of any income, social security, medicaid, and any other such taxes.

    6. Unemployment and Workers’ Compensation. IC acknowledges and agrees that BME is not providing workers’ compensation coverage for IC, nor will BME pay any contributions towards IC’s unemployment account. In this regard, IC acknowledges and agrees that BME will not withhold from those sums paid to IC any amounts, whatsoever, for unemployment and workers’ compensation withholdings. Consequently, IC is solely responsible for the payment of any such contributions and premiums.

    7. Independent Contractor Representations. IC represents that (i) he/she read and received a copy of this Agreement (consisting of three pages), and (ii) he/she presently has, and will continue to maintain throughout the duration of this Agreement, as well as any extensions thereafter, workers’ compensation coverage through the Ohio Bureau of Workers’ Compensation, or IC, or if applicable, IC has formally waived “elective” and/or “self-coverage” through Ohio BWC program. In this regard, IC provides his/her BWC Policy Number below, or in not providing it agrees that they are waiving self-coverage.

    8. Obligations of the Parties. Incident to the relationship contemplated hereby, (i) BME represents that it will provide IC with such training as needed to perform the tasks requested and (ii) IC represents that he/she will (a) dress in a professional and appropriate manner as it relates to their duties, and (b) generally, conduct himself/herself in such a manner as to preserve the goodwill of BME, as well as to preserve the goodwill of BME clients.

    9. Confidentiality Covenant. As a BME IC Representative, IC understands and hereby acknowledges that he/she will have access to, and/or otherwise be privy to, certain confidential and/or other such sensitive information, including but not limited to, certain technologies and trade secrets, as well as personal, financial, and proprietary information, developed by, belonging to, and/or entrusted to BME, BME clients, and/or their respective clients, customers, employees, and affiliates (hereinafter collectively “Confidential Information”). With this understanding, IC covenants and agrees (i) to treat such Confidential Information as strictly confidential, and (ii) to only disclose such Confidential Information to those individuals that have a need to know. Further, IC covenants and agrees that (i) he/she is bound by this Confidentiality Covenant during such time that he/she is a BME contractor, as well as anytime thereafter, and (ii) should IC breach this Confidentiality Covenant, then BME is entitled to any remedy available at law or in equity, including but not limited to, an injunction, specific performance, and/or any other form of equitable relief, money damages, or any combination thereof. IC agrees to never represent any other products or services to BME's clients, and agrees to not compete for BME's clients in any manner whatsoever.

    10. Non Compete Covenant.

    IC agrees as a condition of this contract that, in the event of termination of this contract for any reason, he/ she will not contact or solicit any customer with whom BME conducted business during his/her contract. This restrictive covenant shall be for a term of eighteen months from termination, and shall encompass all US States that BME does business in during the duration of this contract.

    IC agrees that BME's customer lists, processes, design and programming techniques, marketing techniques, sales materials, and pricing information constitute the sole and exclusive property of BME, and that the same are "trade secrets" under the law. IC promises that under no circumstances shall he/she disclose same, during or after the term hereof, and upon violation of this provision IC agrees that BME shall be entitled to an injunction, compensatory and punitive damages, and reimbursement for its counsel fees.

    11. General Provisions. This Agreement is separable. If any court declares any provision of this Agreement void or invalid, all other provisions are still binding. Further, Independent Contractor may not assign this Agreement. Conversely, Business Marketing Engine may assign this Agreement. Further, neither Party may modify this Agreement without the prior written consent of the other Party. Further, this Agreement is governed by the laws of the State of Ohio . If any conflicts come up in the course of this agreement IC agrees that the venue will be the Common Pleas Court of Geauga County, Ohio. Lastly, this Agreement constitutes the entire understanding between the Parties. Consequently, any promise or condition not contained in this Agreement is not binding on the Parties.

    By entering your name, and signing below, you fully agree to these terms. Your name, IP address, and the timestamp of your execution will be saved as the digital fingerprint of this agreement.
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