LAR Agreement

LEAD AGENT REFERRAL (LAR) INDEPENDENT CONTRACTOR AGREEMENT


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Whereas the Company is engaged in the business of providing sales, marketing and related services: in the telecom/utility/technology and related industries.

Whereas, the Company desires to contact the Independent Contractor for, and the Independent Contractor is willing to act for the Company as an independent contractor in support of sales, marketing and related services to the Independent Contractor’s clientele and prospective clientele (“Clients”).

NOW THEREFORE: in consideration of the mutual covenants and promises contained herein, it is agreed as follows:

1 | The Company shall contract the Independent Contractor as an independent contractor on a non-exclusive basis to solicit orders for the sale of its services, and on such other terms and conditions established by the Company, in the following geographic area: United States. Independent Contractor will be provided with the option of using an online portal containing presentation materials such as; brochures, booklets, presentation videos, training, discussion forums and other marketing content, by Company, and send login information to Independent Contractors to use in marketing to Clients.  Independent Contractor will provide their services by telephone, email or in person, any other forms depending upon mutual convenience, appropriateness and expense.

2 | The Independent Contractor hereby acknowledges that no training will be required to perform these services, but support will be provided in online portal to assist in marketing services successfully if desired by Independent Contractor.

3 | The Company will not direct or control the exact procedures to perform these services, but will be relying upon Independent Contractor to exercise reasonable industry standard practices. The Company may provide guidance on industry standard practices if Independent Contractor requests such. Evaluation for continued services will be based daily.

4 | The Independent Contractor hereby accepts such appointment and agrees to devote their best efforts to solicit orders but shall have no authority, right or power to accept any order, or to assume or create any obligation on behalf of the Company without the prior written consent of Company.

5 | Refer to Addendum A and B.

6 | Expenses/Travel/Travel Arrangements. Independent Contractor is not authorized to incur any expenses on Company’s behalf without Company’s prior written consent, whether related to travel, entertainment or otherwise.

7 | Both Company and Independent Contractor recognize that during the course of their work with each other, either may have occasion to conceive, create, develop, review or receive information that is considered to be a trade secret, confidential or proprietary, including information relating to either of the party’s past, present and future to inventions, patents, trademarks, copyright applications, improvements, know-how, specifications, cost or pricing data, customer or vendor lists, bills, pricing policies, market analyses, market projections, consulting and sales methods and techniques, expansion plans, programs, program decks, routines, subroutines, operating systems, object and source codes, updates thereto, and related items, including, but not limited to, specifications, layout, charts, and other like materials and documents, together with all information, data, and know-how, technical or otherwise, included therein, manuals, printouts, notes, marketing materials, videos and online presentations, and annotations on any type of storage device or system, both master and duplicates, and any other written or electronic materials referring to the same (hereinafter “Confidential Information”).

8 | Independent Contractor agrees to maintain in confidence such Confidential Information and shall not disclose said Confidential Information to others, in whole or in part, without the prior written permission of Company and shall be used solely for the purpose for which such material or information was provided and for no other purpose. Independent Contractor further agrees to use all reasonable precautions to ensure that such Confidential Information is properly protected and kept from unauthorized persons or disclosure.

The parties agree to indemnify, defend and hold one another, its officers, directors, agents, and employees harmless against any and all losses, claims, damages, liabilities, and expenses (but not to the extent of successful claims against one another), including any litigation arising from this agreement or involving this agreement’s subject matter, in connection with the indemnifying party’s failure of performance of its duties under this agreement or a misrepresentation in this agreement, without regard to whether or not a suit is filed in court. The indemnity, defense and hold harmless rights extend to the parties’ shareholders, officers, directors, partners, members, managers, agents and representatives.  This section will survive the termination of this agreement.

9 | The Company reserves the right to reduce the amount of commission paid based on any cost associated with collection of said invoice. Associates cost may include but are not limited to Attorney fees, Fees paid to third party collection agency, or cost associated with a reduction in payment agreed to in an effort to collect from the client.

10 | This Independent Contractor Agreement shall commence on date signed and continue until terminated by Company in writing,  or by the mutual agreement of the Company and Independent Contractor. Either party may terminate this agreement immediately by giving written or verbal notice of its intent to terminate the agreement.

11 | Independent Contractor shall not sell, assign, convey or otherwise transfer their rights hereunder.

12 | Advice of Counsel. Each party acknowledges that this is a negotiated agreement between sophisticated parties, and each had opportunity to review this document with independent legal counsel.  Each party executes this document freely, without duress, coercion or undue influence, after becoming satisfied with the contents of this agreement, whether or not the party retained independent legal counsel.  Rules of construction will not be applied to interpret or construe the terms of this agreement against any party on the basis that the party, or the party’s counsel, drafted this agreement.

13 | Should any legal action be required by Limitless Technology, LLC the “Company” or its principles, to collect monies from the client for services rendered or performed by the Company, all compensation owed to the Independent Contractor in relation to such client is immediately null and void.


Addendum A

Independent Contractor Compensation1 | Compensation for services provided will be defined as commission only.

2 | The rate will be as stated in Addendum B per month, or as earned.

3 | Independent Contractor acknowledges that all applicable local, state and federal taxes will be borne by Independent Contractor. Independent Contractor acknowledges the existence of such taxes.


Addendum B


LAR Compensation

1 | If Independent Contractor sells services related to their activity performed under this agreement a commission may be paid.

2 | As the need for additional resource to complete an audit may arise, commissions will be calculated as a percentage of net invoice less any external cost per opportunity INDEPENDENT CONTRACTOR is engaged in.

3 | Independent Contractor agrees that commission rates will vary depending on Services sold.

4 | A schedule of commission rates by opportunity will be provided but are subject to change.

5 | Payment for commissions will be made 30 days from monies received from Companies client.

6 | Independent Contractor is entitled to any earned compensation which had been collected from client, prior to termination, and paid in full at the end of the month that it was notified of said termination.

7 | Commissions due will be paid after receipt of payment by the client. Commissions will be paid on the 15th of the month following receipt of payment.

8 | The Company reserves the right to reduce the amount of commission paid based on any cost associated with collection of said invoice. Associates cost may include but are not limited to Attorney fees, Fees paid to third party collection agency, or cost associated with a reduction in payment agreed to in an effort to collect from the client.

 

LIMITLESS Commission Schedule

 Lead Agent Referral (Independent Contractor)

Services Account Source Commission One-time payout Residual Compensation

Billing Optimization

(Audit/Contract)

 

Lead acquired through qualified introduction.

 

10% of one-time payments received by LIMITLESS

 

N/A

 

VMS

(Vendor Management Solution)

Software

 Lead acquired through qualified introduction.  N/A

 

10% of residual payments received by LIMITLESS

 

 
MUTUAL NON-COMPETE and CONFIDENTIALITY AGREEMENT

RECITALS
Company is in the business of providing: consulting, telecommunication expense management and telecom and technology auditing services to a broad range of industries.The parties desire to disclose Confidential lnformation (as defined below) to each other in connection with a possible business relationship to other potential clients as yet to be determined the (“Transaction”) and to provide for the confidentiality of all such information disclosed by either party, as well as, prohibit the use of all such information outside the proposed relationship.Therefore, in consideration of the representations, warranties and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and (signer(s) and Signee(ers) company ) agree as follows: 

1 | Confidential Information. This Agreement shall apply to all information disclosed by either party ( the “Disclosing Party”) to the other party (the ‘Receiving Party”) during the term of this Agreement and which may include but is not limited to financial or business plans and affairs, financial statements, internal management tools and systems, marketing plans, customers, contracts, products and services, product and service development plans, intellectual property, hardware, systems and architecture, software and other technology which information is deemed by the disclosing party as confidential(“Confidential Information”). No formal identification of information as Confidential Information shall be required by the disclosing party. 

2 | Limitations. Notwithstanding the foregoing, neither party shall be under any obligation to maintain the confidentiality of any Confidential lnformation of the other which it can demonstrate: (I) was known by it prior to the disclosure thereof by the other party as can be demonstrated by pre-existing written documentation; (ii) properly comes into its possession from a third person who is not under any obligation to maintain the confidentiality of such Confidential Information; (iii) has become part of the public domain other than through its fault. 

3 | Non-Disclosure. Each party represents and warrants to the other that: (i) it shall not use, copy or reproduce any of the Confidential information of the other without the express consent of the other; (ii) it shall not disclose the Confidential information to any third party except as permitted by this Agreement; (iii) it will exercise the same amount of diligence in preserving the secrecy of the Confidential information as the diligence used in preserving the secrecy of its own most valuable information, but in no event less than reasonable diligence; and (iv) it will not make any public statement or comment on the existence or provisions of this Agreement, or the existence or content of the discussions with respect to the Transaction, without the prior written consent of the other except as may be required in the reasonable opinion of its legal counsel.Notwithstanding the foregoing, each party may disclose the other party’s Confidential lnformation to its attorneys, accountants and other of the party and those of its and parent companies (“Agents”) who have a need to know and use such Confidential lnformation for purposes of this Agreement, provided that the disclosing party informs any Agents to which it Confidential lnformation of the confidentiality provisions of this Agreement and a written agreement from the Agent to abide by such provisions, except where such obligation exists by reason of a pre-existing agreement or relationship. 

4 | Equitable Relief. Each party acknowledges and agrees that the Confidential Information of the other is deemed by the other to constitute valuable trade secrets of such other party, and that any unauthorized use or disclosure of such information by it may cause the other party irreparable harm for which its remedies at law may be inadequate. Each party hereby agrees that the other may be entitled, in addition to any other remedies available to it at law or in equity, to injunctive relief to prevent the breach or threatened breach of the other’s obligations hereunder. 

5 | No Impairment. Each party agrees that it will not use any Confidential Information, copyrights, trademarks, trade secrets or patents of the other to which it has been granted access pursuant to this Agreement except for the sole purpose of evaluating the Transaction or, if a subsequent agreement between the parties relating to the Transaction is signed, performing its obligations under the such agreement. However, nothing in this Agreement will impair the right of either party to use, develop or market technologies, ideas, programs or products to those of the other so long as such use, development or marketing does not infringe on the copyrights, trademarks, trade secrets or patents of the other and so long as the party does not use the Confidential lnformation of the other party. 

6 | No Representations. Although each party will use reasonable efforts to ensure the accuracy of Confidential lnformation disclosed to the other, neither party makes any representation or warranty as to the accuracy or completeness of such Confidential Information. Neither party will have any liability to the other under this Agreement for the accuracy or completeness of Confidential Information.7 | No Obligation to Complete Transactions. Nothing herein shall imply any obligation of either party to proceed with the Transaction or any other transaction between the parties, and each party explicitly reserves the right to terminate the discussions contemplated by this Agreement for any reason or no reason, without liability for such termination.8 | Governing Law. This Agreement will be deemed entered into in Orlando Florida and will be governed by and interpreted in accordance with the substantive laws of the State of Florida. The parties agree that any dispute arising under Agreement will be resolved in the state or federal courts in Orlando Florida and each party expressly consents to jurisdiction therein.

9 | No Assignment. Neither party may assign this Agreement, nor may any of the hereunder be assigned or otherwise transferred to any third party, without the prior written consent of the other party. Any attempted or purported assignment or other such transfer by either party to any third party without such consent having first been obtained shall be void.

10 | Term. This Agreement shall be in effect for a period of three years from the Effective Date.

11 | Return of Records. Upon the request of the Disclosing Party, the Receiving Party shall (i) return to the Disclosing Party all tangible copies of Confidential Information, or shall destroy the same; and (ii) permanently delete or destroy all electronic files, programs or other embodiments containing Confidential Information. Upon such return or destruction, the Receiving Party shall not retain any copies of Confidential lnformation of the other and shall certify to the Disclosing Party that it has complied with the terms of this subsection.

12 |  Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, and understandings of the parties, whether written or oral, between the parties. Should any provision of this Agreement be determined to be void, invalid or otherwise unenforceable by any court or tribunal of competent jurisdiction, such determination shall not affect the remaining provisions hereof which shall remain in full force and effect. No waiver or modification of any of the provisions of this Agreement shall be valid unless in writing and signed by officers both of the parties.

13 | Should any legal action be required by Limitless Technology, LLC the “Company” or its principles, to collect monies from the client for services rendered or performed by the Company, all compensation owed to the Independent Contractor in relation to such client is immediately null and void.


When you have read the Agreement and Agree to the Terms, Please be sure to CHECK the boxes and SUBMIT AGREEMENT at the TOP OF THE PAGE.


Limitless Technology, LLC
1540 International Parkway, Ste. 2000
Lake Mary, FL 32746
P: 407.330.4466 Fax: 407.330.4010
www.limitlesstechnology.com