Independent Contractor Commission Agreement

This Independent Contractor Commission Agreement ("Agreement") is entered into as of the date signed below ("Effective Date") by and between the Parties identified below.

1. Nature of Relationship

1.1 Independent Contractor. Representative is engaged by Company solely as an independent contractor. Nothing in this Agreement shall be construed to create an employment relationship, partnership, joint venture, agency, franchise, or any other relationship beyond that of independent contracting parties. Representative has no authority to bind Company to any contract, obligation, or liability without the express prior written consent of Company.

1.2 No Employment Benefits. Representative acknowledges and agrees that Representative is not entitled to, and shall not receive, any employment benefits from Company, including but not limited to health insurance, retirement benefits, workers' compensation, unemployment insurance, paid time off, or any other benefit typically associated with employment.

1.3 Tax Obligations. Representative shall be solely responsible for all federal, state, and local taxes on any compensation received under this Agreement. Company will issue a Form 1099-NEC to Representative as required by law. Representative shall indemnify, defend, and hold Company harmless from any claims, liabilities, penalties, or expenses arising from Representative's failure to pay applicable taxes.

1.4 No Ownership Interest. Representative has no ownership interest, equity interest, or any other proprietary right in or to the Company, its business, assets, intellectual property, client relationships, revenue streams, or any other aspect of Company's operations. This Agreement confers no right, title, or interest other than the limited right to earn commission as expressly set forth herein.

2. Scope of Services

2.1 Services. Representative shall use commercially reasonable efforts to identify and introduce prospective clients to Company for the purpose of Company providing its services, including but not limited to AI agent solutions and related technology services.

2.2 Professional Conduct. Representative shall at all times represent Company with the highest degree of professionalism, integrity, and ethical conduct. Representative shall not make any representations, warranties, or promises to any prospective or actual client that exceed or conflict with information expressly authorized by Company.

2.3 Disclosure of Communications. Representative shall promptly disclose to Company all material communications, correspondence, meetings, and interactions with any prospective or actual client pertaining to Company, its services, pricing, or business operations. Representative shall not withhold any information that may be material to Company's business or client relationships.

2.4 No Guarantee of Engagement. Company is under no obligation to accept any client introduction made by Representative or to enter into any client contract.

3. Commission Compensation

3.1 Year One Commission Rate. In consideration for Representative's introduction of a client that results in a fully executed, paid client contract with Company, Company shall pay Representative a commission equal to twenty-five percent (25%) of each net fee payment actually received by Company from such client, for a period of up to twelve (12) months from the date of the first client payment, subject to all terms and conditions of this Agreement.

3.2 Year Two Commission Rate. If the client engagement extends beyond twelve (12) months, the commission rate shall automatically reduce to fifteen percent (15%) of each net fee payment actually received by Company from such client during the second twelve (12) month period (months 13–24). At or before the end of such second year, the Parties shall negotiate in good faith to establish new commission terms for any continued client engagement, taking into consideration the nature and scope of the client relationship at that time. If the Parties do not reach a written agreement on new terms prior to the expiration of month 24, no further commissions shall be due to Representative.

3.3 Payment Timing. Commissions earned shall be paid by Company to Representative within five (5) to seven (7) business days of Company's confirmed receipt of the applicable client payment. For purposes of this Agreement, "confirmed receipt" means funds have cleared and are available in Company's account.

3.4 No Commissions on Terminated Engagements. In the event a client ceases to use Company's services or terminates its agreement with Company for any reason, no further commission payments shall be due or payable to Representative from and after the effective date of such termination, regardless of any prior relationship or efforts by Representative.

3.5 No Other Compensation. Commissions described in this Section 3 represent the sole and entire compensation payable to Representative by Company. Company shall have no obligation to pay Representative any retainer, salary, bonus, expense reimbursement, or any other form of compensation unless separately agreed to in a written amendment signed by both Parties.

3.6 No Commission on Terminated Agreement. If this Agreement is terminated for any reason, no commissions shall be payable to Representative for any payments received by Company from clients after the termination date, subject only to any commissions accrued but unpaid as of the termination date for client payments confirmed prior to such termination.

4. Client Relationship Ownership

4.1 Company Ownership. All client relationships, client accounts, and client contracts introduced or developed in connection with this Agreement are and shall remain the sole and exclusive property of Company. Representative acknowledges and agrees that Company is the contracting party with all clients and that Representative has no interest in, ownership of, or claim to any client relationship, client data, or client contracts.

4.2 Company Authority. Company retains full and exclusive authority to manage, modify, continue, or terminate any client relationship at its sole discretion, without any obligation to notify or obtain the consent of Representative.

4.3 Termination of Client by Company. Company may, at its sole discretion and for any reason, elect to terminate or restructure its relationship with any client. In such event, no further commission shall be payable to Representative following the effective date of such termination or restructuring.

5. Confidentiality

5.1 Definition of Confidential Information. "Confidential Information" means any and all non-public information, in any form or medium, disclosed by Company to Representative or obtained by Representative in connection with this Agreement or Representative's role hereunder, including without limitation:

• Business strategies, plans, projections, financial information, pricing, margins, and revenue data;
• Client identities, client contact information, client contracts, client needs, client data, and all information concerning client relationships;
• Proprietary technology, software, algorithms, artificial intelligence models, AI agent architectures, workflows, automation systems, source code, APIs, and technical documentation;
• Trade secrets, know-how, methods, processes, and techniques;
• Vendor and partner relationships, negotiated terms, and supplier information;
• Marketing strategies, product roadmaps, and business development plans;
• Personnel information and internal operational data;
• Any other information designated as confidential by Company or that a reasonable person would understand to be confidential given the nature of the disclosure.

5.2 Obligations. Representative shall: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without Company's prior written consent; (c) use Confidential Information solely for the purpose of performing Representative's duties under this Agreement; (d) take all reasonable precautions to prevent unauthorized access to or disclosure of Confidential Information; and (e) promptly notify Company of any actual or suspected unauthorized disclosure of Confidential Information.

5.3 Exclusions. The obligations of this Section 5 do not apply to information that: (a) is or becomes publicly available through no act or omission of Representative; (b) was already rightfully known to Representative prior to disclosure by Company, as evidenced by written records predating disclosure; or (c) is required to be disclosed by applicable law or valid court order, provided that Representative gives Company prompt prior written notice and cooperates with Company in seeking a protective order.

5.4 Survival. The obligations of this Section 5 shall survive termination or expiration of this Agreement indefinitely with respect to trade secrets, and for a period of two (2) years following termination or expiration with respect to all other Confidential Information.

5.5 Return of Information. Upon termination of this Agreement or upon Company's written request, Representative shall promptly return or destroy all Confidential Information in Representative's possession or control, including all copies, notes, and derivative works thereof, and shall certify such return or destruction in writing upon request.

6. Non-Competition

6.1 Scope. In consideration of the opportunity provided under this Agreement and access to Company's Confidential Information, clients, and proprietary methods, Representative agrees that during the term of this Agreement and for a period of six (6) months from the date this Agreement is signed by Representative (the "Non-Compete Period"), Representative shall not, directly or indirectly:

• Solicit, market, offer, or provide services that are competitive with Company's services in the AI agent space to any person or entity that is or was a client of Company;
• Engage, participate in, own, manage, operate, control, be employed by, consult for, or otherwise participate in any business or enterprise that offers AI agent services, AI automation services, or substantially similar technology services in competition with Company;
• Induce or attempt to induce any client of Company to reduce, terminate, or redirect to a competitor their engagement with Company.

6.2 Geographic Scope. The non-competition obligations set forth in Section 6.1 apply without geographic limitation given the nature of AI agent services as a remotely delivered, internet-based service.

6.3 Reasonableness. Representative acknowledges that the duration, scope, and geographic extent of the non-competition restrictions are reasonable and necessary to protect Company's legitimate business interests, including its Confidential Information, client relationships, and goodwill. If any court finds any provision of this Section 6 to be unenforceable, the Parties authorize such court to modify it to the minimum extent necessary to make it enforceable.

7. Misconduct and Misrepresentation

7.1 Company's Right to Continue Client Relationship. If Company determines, in its sole and reasonable judgment, that Representative has engaged in any misrepresentation, misconduct, unethical behavior, breach of this Agreement, or any act that is detrimental to Company or its clients, Company reserves the right to: (a) immediately terminate this Agreement; (b) maintain and continue any and all client relationships without further involvement or compensation to Representative; and (c) pursue all available legal and equitable remedies.

7.2 Forfeiture of Commissions. In the event of termination for cause under Section 7.1, Representative shall forfeit any right to commissions not yet paid as of the date of the triggering event, and Company shall have no further payment obligation to Representative.

7.3 No Disparagement. Representative agrees not to make any negative, disparaging, or defamatory statements — written or oral — about Company, its officers, employees, clients, or business, whether during or after the term of this Agreement.

8. Indemnification

8.1 Representative's Indemnification of Company. Representative shall fully indemnify, defend, and hold harmless Company and its owners, officers, managers, members, employees, agents, successors, and assigns (collectively, "Company Indemnitees") from and against any and all claims, demands, actions, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Any act or omission of Representative in connection with this Agreement;
• Any breach by Representative of any representation, warranty, obligation, or covenant under this Agreement;
• Any misrepresentation made by Representative to any prospective or actual client;
• Representative's tax obligations, including any failure to report or pay applicable taxes;
• Any claim that Representative is an employee of Company;
• Any third-party claim arising from Representative's performance or non-performance of services hereunder.

8.2 No Liability of Company. Company shall have no obligation or liability to Representative beyond payment of commissions as expressly set forth in Section 3. Company shall not be liable to Representative for any lost profits, consequential damages, or other indirect or special damages of any kind.

9. Term and Termination

9.1 Term. This Agreement shall commence on the Effective Date and shall continue until terminated by either Party in accordance with this Section 9.

9.2 Termination by Company. Company may terminate this Agreement at any time, for any reason or no reason, upon written notice to Representative. Termination shall be effective upon delivery of notice unless a later date is specified.

9.3 Termination by Representative. Representative may terminate this Agreement upon thirty (30) days' prior written notice to Company.

9.4 Termination for Cause. Company may terminate this Agreement immediately and without notice upon Representative's breach of any provision of this Agreement, including but not limited to any breach of Sections 5, 6, or 7.

9.5 Effect of Termination. Upon termination: (a) Representative's authority to represent Company immediately ceases; (b) no further commissions accrue after the effective date of termination; (c) any unpaid commissions accrued on confirmed client payments received prior to termination shall be paid by Company within the standard payment period; and (d) Sections 5, 6, 7, 8, and 10 shall survive termination.

10. General Provisions

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California.

10.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, representations, understandings, and agreements, whether written or oral.

10.3 Amendments. This Agreement may only be amended, modified, or supplemented by a written instrument signed by both Parties.

10.4 Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

10.5 No Waiver. Failure by either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party's right to enforce such provision in the future.

10.6 Assignment. Representative may not assign this Agreement or any rights or obligations hereunder without Company's prior written consent. Company may assign this Agreement freely.

10.7 Notices. All notices under this Agreement shall be in writing and delivered by email (with confirmation of receipt), personal delivery, or certified mail to the addresses provided by each Party at the time of signing.

10.8 Counterparts. This Agreement may be executed in counterparts, including electronic signatures, each of which shall be deemed an original and all of which together shall constitute a single agreement. Electronic signatures shall be deemed valid and binding.

10.9 Authority. Each Party represents that they have full authority to enter into this Agreement and that doing so does not violate any other agreement to which they are bound.

Signatures

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date last signed below.