Blank IC Agreement

7/29/2019 Blank IC Agreement

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Initial Here____________

INDEPENDENT CONTRACTOR AGREEMENT

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This Independent Contractor Agreement (Agreement) is entered into as of February __, 13(hereinafter Effective Date) by and between Legal Processors, LLC, a Delaware Limited LiabilityCompany (hereinafter Company), and , an individual (hereinafterContractor). Company and Contractor may be referred to herein singularly as a Party, or collectivelyas the Parties.

RECITALSWHEREAS Company provides intake, marketing and processing services;

WHEREAS Company and Contractor desire to enter into this Agreement to establish the termsand conditions of Contractors duties and responsibilities, as set forth below.

NOW, THEREFORE, for good and valuable consideration, the parties agree as follows:

1. PRELIMINARY MATTERS.1.1. Appointment as Contractor. Company hereby appoints Contractor to act as an

independent contract processor on behalf of Company and Contractor agrees to this appointment.

1.2. Independent Contractor Status. The relationship of Company to Contractor shall be thatofcontractorto independent contractorrespectively. Contractor is not an employee of Company for anypurpose whatsoever, including state and federal taxes and workers' compensation insurance, but is anindependent contractor. Neither this Agreement, the relationship created between the parties hereinpursuant to this Agreement, nor any course of dealing between the parties hereto is intended to create, orshall create, an employment relationship, a joint venture, partnership or any similar relationship.Company is interested only in the results obtained by Contractor, who shall have sole control of themanner and means of performing under this Agreement. Contractor does not have, nor shall Companyhold Contractor out as having, any right, power or authority to create any contract or obligation, eitherexpress or implied, on behalf of, in the name of or binding upon Company, or to pledge Company's creditor to extend credit in Company's name without prior approval of Company.

1.3. Compliance with Law. Contractor represents and warrants to Company that Contractorhas full knowledge of, and will strictly abide by, all current and future policies, conditions, rules,

regulations, ordinances, and laws (collectively, Laws) of all local, state, and federal regulatory agencieswhich have jurisdiction over Company or Contractor (singularly Governing Agency, collectively,Governing Agencies).

1.4. Conflicting Agreements. Contractor represents and warrants to Company that Contractoris not a party to or bound by any agreement, contract or understanding, whether for employment orotherwise, that would restrict or prohibit Contractor from undertaking or performing Contractorsactivities contemplated under this Agreement. Contractor shall not engage in any activity requiring alicense before Company registers Contractors license with the appropriate Governing Agencies.Contractor will display all required licenses in a prominent and highly visible location if required by law.

1.5. No Representation by Company. Except for matters expressly stated in this Agreement,Company makes no representations or warranties concerning, among other things, any licenses held by

Company, the likelihood of Contractors success, Contractors anticipated income or any assistance thatCompany will provide Contractor.

1.6. Policies and Procedures. Contractor acknowledges that he/she has received a copy ofCompanys policies and procedures (see Addendum B) and that Contractor will become familiar with andabide by such policies and procedures at all times during the term of this Agreement. Contractor furtheracknowledges and understands that violation of any of the policies and procedures by Contractor may begrounds for the termination of this Agreement, at Companys sole discretion. Company reserves the rightto modify, amend or change any of its policies and procedures at any time without notice to Contractor,


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including Companys pay structure (not to be changed retroactively). Furthermore, any failure ofCompany to enforce any of its policies and procedures shall not constitute a waiver by Company.

2. COMPENSATION.2.1. Company shall pay to Contractor as further described in the Payment Schedule attached

to this Agreement as Exhibit A.

3. PROHIBITED ACTIVITIES.3.1. Banking. Contractor shall not, either directly or indirectly, either alone or in conjunction

with others:

3.1.1. Open any bank, savings or investment account (i) in the name Legal Processorsor any other similar name, (ii) using the letters LP, or (iii) using the words Legal Processors, orsubsidiaries, parent companies, umbrella companies or otherwise associated with Company.

3.1.2. Deposit, cash, endorse, transfer, or negotiate any check, draft, or other instrumentpayable to or intended for Company.

3.1.3. Accept any wire transfers intended for the Company.3.1.4. Contractor shall not discuss his/her own individual compensation/commissionstructure with other contractors in the same office building.3.1.5. Contractor acknowledges that depositing, cashing, transferring, or negotiating

any check, draft or other instrument made payable to or intended for the Company or accepting any wiretransfer intended for Company is a criminal offense and may be punished by civil and criminal fines andjail. Company will prosecute to the full extent of the law.

3.2. Contracting. Contractor shall not enter into, and does not have the authority to enter into,any contract or agreement on Companys behalf, or to bind or obligate Company in any manner.Contractor shall not undertake any activities or make any representations that imply that Contractor hasthe authority to bind or obligate Company.

3.3. Non-Solicitation. At no time shall Contractor, directly or indirectly, whether for himselfor herself or for an other person, firm, corporation or other entity, call upon, solicit, divert or take awayany of the potential, current, past, on-hold or cancelled clients in which Contractor has called, generated,solicited or with who Contractor has become aware of or aquatinted with during the term of thisAgreement. Contractor may, however, call upon borrowers on his/her active loans as of the date oftermination, for the sole purpose of funding them through Company as provided in section 5 of thisAgreement.

3.4. Advertising/Telemarketing. Contractor shall not distribute any advertising or engage inany telemarketing unless Company has first approved the advertising or telemarketing campaign inwriting. Contractor shall not create, use or host any internet web site related to Contractors associationswith Company without obtaining the prior written consent of Company.

3.5. Computer. Contractor shall not download any file from the internet or any other sourcewithout authorization in writing from the Companys President. Cost of repairs from downloading andbringing in viruses will be billed back to you and taken from future commissions. There will be noaltering of computers allowed!!

3.6. Other Prohibited Activities. The prohibited activities listed in this Article are notexclusive. Company may, from time-to-time, amend its policies and procedures to prohibit otheractivities and conduct.


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4. PROTECTED INFORMATION.4.1. Trade Secrets. All business names, including any D/B/A fictitious business names,

methodologies, proprietary information, addresses, phone numbers, internet web sites, advertising, tradesecrets, files in process, customer lists, computer printouts, reports, manuals, forms, keys, goods, cards,flyers, supplies, borrower lists, and lender lists and any other materials, names, phone numbers, and

processes used or developed by Company before, during, or after termination of this Agreement, or usedor developed by Contractor during the term of this Agreement (collectively, Trade Secrets), are andshall remain the sole property of Company, and Contractor has no right, title, or interest therein.Contractor shall not make known to any person, firm, or corporation any Trade Secrets or any informationpertaining to them. Upon termination of this Agreement, Contractor shall immediately deliver possessionsof all such Trade Secrets to Company and shall immediately discontinue using such Trade Secrets.Contractor shall not directly or indirectly, either during or after the termination of this Agreement, use toContractors own advantage, or the advantage ofany other person or entity, any Trade Secrets or anyother information used by, on behalf of, or gained from Company in perpetuity.

4.1.1. Contractor agrees not to disclose or communicate, in any manner, either duringor after Contractors agreement with Company, information about Company, its operations, clientele, orany other information, that relate to the business of Company including, but not limited to, the names of

its customers, its marketing strategies, operations, or any other information of any kind which would bedeemed confidential, a trade secret, a customer list, or other form of proprietary information of Company.Contractor acknowledges that the above information is material and confidential and that it affects theprofitability of Company.

4.1.2. Contractor understands that any breach of this provision, or that of anysubsequent Confidentiality and Non-Disclosure Agreement, is a material breach of this Agreement. Tothe extent Contractor feels they need to disclose confidential information, they may do so only afterobtaining written authorization from [an officer] of the Company.

4.2. Use of Name. Contractor acknowledges Companys ownership of the service mark andtrade name Legal Processors and that Companys service mark is famous for purposes of the FederalTrademark Dilution Act, and all applicable state and federal anti-dilution laws. During the term of this

Agreement only, Contractor may use the name Legal Processors or the name permitted by the appropriatestate to the extent that Contractor is acting as an authorized representative of Company for authorizedCompany business. Following the termination of this Agreement, Contractor shall not use for any purposewhatsoever either alone or in conjunction with others, either directly or indirectly (i) the name LegalProcessors or any similar name, (ii) the letters LP.

4.3. Internet. Contractor shall not create, use or host any Internet web site in connection withContractors services for Company without obtaining the prior written consent of Company. Contractorshall deliver to Company upon demand ownership of all domain names used by Contractor during theterm of this Agreement or which contain any names or combinations of letters identified in paragraph 3.2above.

5. TERMINATION.5.1. Termination. Either Party may terminate this Agreement at any time with or without

cause, by written notice to the other Party. Each Partys obligations hereunder, which do not survivetermination of this Agreement, shall cease immediately upon the delivery of notice of termination to theother Party.

5.2. Effect of Termination. Immediately upon termination of this Agreement, Contractorshall, among other things:


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5.2.1. Return to Company (i) all Trade Secrets, (ii) Company supplies (iii) a completefile, including all documents and notes, on every loan in process or funded, assigned to and maintained byContractor, and (iv) all materials containing Companys name, logo, or trademark;

5.2.2. Provide Company with complete information on all files maintained byContractor in process at the time of termination, including (i) the name, address, and telephone number of

affiliates, (ii) the files submitted by that affiliate, (iii) the name, address and telephone number of thecreditors and (iv) the amount of the debt and any other information related to Contractors work withCompany whether material or not.

5.2.3. Notify all vendors and lenders used by Contractor that Contractor is no longer aContractor of Company.

5.2.4. Not: (i) initiate or accept applications for or process any new debt settlementfiles, (ii) attempt to sign up any new affiliates, or (iii) initiate or telemarket any new leads for Contractoror (iv) conduct further business in the name of Company (Consult Marketing Group, Inc.) or any similarname or combinations of letters identified herein.

5.3. Forfeiture. Contractor understands that termination of this agreement at any time byeither party will result in a forfeiture of any and all future outstanding payments that may have otherwise

been due and owing to Contractor pursuant to the Schedule contained herein. All such payments willrevert to Company at the time of termination of this agreement by either party.

6. REPRESENTATIONS AND WARRANTIES.6.1. Contractor Representations and Warranties. In addition to the other representations and

warranties contained in this Agreement, Contractor represents and warrants for the benefit of Companythat Contractor:

6.1.1. Crimes: has never been convicted of any felony or any crime involving fraud,theft, or moral turpitude.

6.1.2. Investigations: has never been fined, investigated, or disciplined by anyGoverning Agency or other regulatory agency (i) regarding Contractors trade, profession or occupation,

or (ii) for acts of dishonesty, fraud, or theft.6.1.3. Suspensions: has never been suspended or terminated by an employer for fraud,

theft, dishonesty, or harassment; and

6.2. In further consideration of being retained by Company, Contractor further covenants asfollows:

6.2.1. Contractor will not, during the term of this Agreement, and for all time thereafterfollowing the termination of this Agreement, regardless of the time, manner, cause or lack of cause of saidtermination, directly or indirectly, disclose to any person, firm or corporation, or permit to be used, the name,address or any other information regarding the customers or clients of Company, or divulge any otherinformation concerning the business of Company that it has or shall have acquired during the period ofContractor's engagement with Company.

6.2.2. Contractor will not at any time during the term of this Agreement, or for a period ofone (1) year following the termination of this Agreement, regardless of the time, manner, cause, or lack ofcause, of said termination, directly or indirectly, as principal, agent, employer, employee, director, officer,stockholder or in any other individual or independent contractor capacity whatsoever: (i) knowingly induceany supplier or employee of Company to terminate, or in any way alter, its relationship with Company,and/or; (ii) directly or indirectly disclose to any other person, firm or entity, the names and/or addresses ofany of the customers, clients and/or subcontractors of Company.


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6.2.3. Contractor, in the course of conducting its business as contemplated by thisAgreement, will faithfully comply with all applicable State and Federal laws, rules and regulations pertainingthereto, expressly including, but not limited to, IRS guidelines for reporting commissions paid of greater than$600 per year, the prohibition of sexual harassment, in addition to all current and future Company rules andregulations.

6.2.4.

Contractor, nor any entity owned or controlled by Contractor shall, withoutCompany's prior express written approval, market, sell, offer to sell, solicit the sale of, deliver, or in any othermanner deal in goods or products which compete with those goods or products offered by Company.

6.2.5. During the term of this Agreement, and for a period of two (2) years after itstermination, for whatever reason, Contractor will NOT make or communicate any derogatory statement aboutCompanyor any of its products, officers, owners, employees, agents or representatives.

6.2.6. Contractor covenants and agrees not to misrepresent any material fact to potential oractual customers, and that it understands any misrepresentation may result in termination of this Agreement.

7. MISCELLANEOUS.7.1. Indemnity. Contractor will indemnify, defend and hold Company harmless from any and

all claims, demands, losses, actions, causes of action and lawsuits, including reasonable attorneys feesand expenses (collectively, CLAIMS) arising from, connected with or related to:

7.1.1. Contractors conduct,7.1.2. Loans originated or funded by Contractor7.1.3. For any breach of this Agreement by Contractor.

7.2. Consents and Notices. Any consent of Company shall not be effective, unless signed bya Company Director. All notices hereunder shall be in writing. Notices may be delivered personally,Federal Express, or by certified mail, postage, return receipt requested, to the respective Parties asfollows:

If to Contractor: To the Address listed at the end of this Agreement

If to Company: 6611 Valjean Avenue, #109Van Nuys, California 91406

7.3. Arbitration. To the full extent allowed by law, any controversy, claim, or disputebetween Company (and/or any of its officers, directors, agents, representatives, or affiliated entities) andContractor relating to or arising out of this Agreement or Contractors duties hereunder will be submittedto final and binding arbitration in Los Angeles, California, before The American Arbitration Association,JAMS, or another professional arbitration association/service mutually agreeable to both Parties. Anyarbitration shall be conducted with accordance with the arbitrators rules with respect to the resolution ofemployment disputes as the exclusive remedy for such controversy, claim, or dispute, and judgment uponthe award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Inagreeing to arbitration the parties hereto understands that 1) they are waiving our right to have any casedetermined in court; 2) arbitration is final and binding; 3) discovery is generally more limited inarbitration proceedings than in court proceedings; and 4) the award in an arbitration proceeding is notrequired to contain factual findings and legal reasoning. However, claims for workers compensationbenefits and unemployment insurance (or any other claims where mandatory arbitration is prohibited bylaw) are not covered by this arbitration agreement, and Contractor may present such claims to theappropriate court or government agency. BY AGREEING TO THIS BINDING ARBITRATIONPROVISION, THE PARTIES HEREBY WAIVE ALL RIGHTS TO A JURY TRIAL.


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7.4. Advice of Counsel. Neither Company nor Contractor shall be deemed to have draftedthis Agreement. Both Company and Contractor have had an opportunity to consult with counsel of theirchoice and both Company and Contractor enter into this Agreement with complete knowledge andunderstanding of its terms.

7.5. Choice of Law. This Agreement, and any dispute arising from or relating thereto, shallbe governed by and constructed pursuant to the laws of the State of California and shall be arbitrated inthe State of California. The place of performance of this Agreement is the city of Los Angeles, County ofLos Angeles, California.

7.6. Severability. Any provision of this Agreement held invalid, void or illegal in no wayaffects, impairs, or invalidates any other provision of this Agreement, and such other provisions shallremain in full force and affect. This Agreement and the attached exhibits constitute the entire Agreementbetween the parties hereto and supersede any and all prior negotiations and representations. Neither partyhas made any representations or promises, nor have they made any other inducement of any kind, oral orwritten, to the other, except as set forth herein. This Agreement may be amended only in a writing that issigned by both parties.

7.7. Assignment/Successors/Waiver/Captions. Company may assign this Agreement withoutthe prior written consent of, or notice to, Contractor. The provisions of this Agreement shall obligate,extend to and inure to the benefit of the parties respective heirs, personal representatives, successors andassigns. No waiver of any provision of this Agreement shall be deemed a waiver of any other provision,whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be bindingunless executed in writing by the party making the waiver. The various headings and numbers in thisAgreement are for the purpose of convenience only, and shall not be considered a part of this Agreement.

7.8. Survival of Obligations. To the maximum extent allowed by the law, all of the terms andconditions of this Agreement shall survive the termination of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

COMPANY

By:

PRINTED NAME/TITLE

CONTRACTOR

SIGNATURE

PRINTED NAME

ADDRESS

ADDRESS (CONT.)

SSN/TAXID

CONTACT NUMBER/EMAIL ADDRESS


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Exhibit APAYMENT SCHEDULE

A house fee of $900 applies to each submission and shall be deducted before Contractors salescommission (and/or bonus, if any) is calculated. For each submission credited to Creditor, the customerwill be making two (2) payments. The house fee for each submission will be applied even among the

payments made for each submission. Contractor understands and agrees that a commission, or bonus, isnot earned until Company has received the customer payment. If Contractor is eligible for a bonus, asfurther described herein, all earned bonuses shall be paid on or about the fifteenth (15 th) day of the monthfollowing the month in which the bonus was earned.

Commission Schedule: For each calendar month, Contractor shall be eligible for the following salescommission:

Contractor shall earn a 30% sales commission for the first (1st) through sixth (6th)submission he processes;

Contractor shall earn a 35% sales commission for the seventh (7th) thru twelfth (12th)submission he processes;

Contractor shall earn a 40% sales commission for the thirteenth (13th) thru seventeenth(17th) submission he processes.

Monthly Submissions Commission

16 30%712 35%1317 40%

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