Lock in your pay, your gear, and your paperwork, then get ready to hit the doors.
This agreement covers what’s expected out on the doors. Takes a couple minutes.
INDEPENDENT CONTRACTOR SALES REPRESENTATIVE AGREEMENT
Errow Solutions, Door-to-Door Sales Representative
This Independent Contractor Sales Representative Agreement (this “Agreement”) is entered into between Errow Solutions, a [State] [entity type, e.g., limited liability company] (“Company”), and the individual identified in the onboarding form accompanying this Agreement (“Contractor”, and together with Company, the “Parties”), effective as of the date Contractor electronically signs below (the “Effective Date”).
Company is engaged in the business of marketing and selling products and services through in-person, door-to-door sales representatives, and desires to engage Contractor, and Contractor desires to be engaged, as an independent contractor sales representative on the terms set forth below.
In consideration of the mutual covenants contained herein, the Parties agree as follows:
1. ENGAGEMENT AND INDEPENDENT CONTRACTOR STATUS
1.1 Engagement. Company engages Contractor, and Contractor accepts engagement, to perform door-to-door sales services for Company’s products and/or services (the “Services”) within the territory assigned in writing by Company from time to time (the “Territory”).
1.2 Independent Contractor Relationship. Contractor is an independent contractor and not an employee, agent (except as expressly authorized herein), partner, or joint venturer of Company. Nothing in this Agreement creates an employment, partnership, or agency relationship. Contractor has no authority to bind Company except as Company authorizes in writing.
1.3 Manner of Performance. Consistent with independent contractor status, Contractor retains discretion over the day-to-day methods and schedule used to achieve the results and standards described in this Agreement, provided Contractor complies with the compliance, code of conduct, and quality requirements set forth herein, all of which are intended to protect customers, comply with law, and protect Company’s brand, and are not intended to direct the manner and means of Contractor’s work beyond what is reasonably necessary for those purposes.
1.4 Taxes and Benefits. Contractor is solely responsible for all federal, state, and local income, self-employment, and other taxes arising from amounts paid under this Agreement. Company will issue Contractor an IRS Form 1099 (or equivalent) as required by law. Contractor is not eligible for and will not participate in any employee benefit plan, workers’ compensation, or unemployment insurance program of Company, except where required by applicable law.
1.5 Non-Exclusivity. Except as expressly limited by Sections 8 and 9 below, Contractor may perform services for other companies during the Term, provided such activities do not interfere with Contractor’s obligations to Company or violate this Agreement.
2. TERM AND TERMINATION
2.1 Term. This Agreement begins on the Effective Date and continues until terminated as provided herein (the “Term”).
2.2 Termination Without Cause. Either Party may terminate this Agreement at any time, with or without cause, upon [seven (7)] days’ written notice to the other Party.
2.3 Termination for Cause. Company may terminate this Agreement immediately upon written notice if Contractor: (a) breaches any material term of this Agreement, including the Code of Conduct in Section 5; (b) engages in fraudulent, deceptive, unlawful, or unsafe conduct in connection with the Services; (c) fails to maintain any license, permit, or registration required to perform the Services; or (d) is convicted of, or pleads guilty or no contest to, a felony or any crime involving dishonesty or moral turpitude.
2.4 Effect of Termination. Upon termination: (a) Contractor will immediately cease representing Company or soliciting on Company’s behalf; (b) Contractor will return all Company Materials and Confidential Information (Section 7) within five (5) business days; (c) Company will pay all earned and unpaid compensation for completed and approved sales in accordance with Exhibit A, subject to any applicable chargeback provisions; and (d) Sections 5 through 16 will survive termination in accordance with their terms.
3. SCOPE OF SERVICES AND PRODUCTION STANDARDS
3.1 Assigned Territory. Contractor will solicit sales only within the Territory assigned in writing by Company, as may be updated from time to time by mutual written agreement.
3.2 Sales Materials. Contractor will present Company’s products and services using only Company-approved scripts, pricing, contracts, and marketing materials, and will not make representations, warranties, promises, or claims that are not authorized in writing by Company.
3.3 Production Standards. Contractor is expected to maintain the minimum activity and performance levels communicated by Company in writing from time to time (e.g., doors knocked, presentations completed, and/or completed and approved sales per week/month), and to timely and accurately submit all sales paperwork, customer information, and reporting required by Company.
3.4 Identification. While performing Services, Contractor will visibly wear or display any Company-issued identification badge and will truthfully identify Contractor as a representative of Company upon request.
3.5 Equipment and Expenses. Except as otherwise agreed in writing, Contractor is responsible for Contractor’s own transportation, mobile device, and other tools needed to perform the Services, and for all related expenses.
4. COMPENSATION
4.1 Commission-Based Pay. Contractor will be compensated solely on a commission basis, as set forth in Exhibit A (Commission Schedule), as may be amended by Company from time to time upon written notice to Contractor. Contractor is not guaranteed any minimum level of compensation, and no wages, salary, or hourly pay are owed except as stated in Exhibit A.
4.2 Chargebacks and Clawbacks. Commissions are earned only upon satisfaction of the conditions in Exhibit A (e.g., expiration of any customer right of cancellation, installation, or first payment, as applicable). Company may deduct or recover previously paid commissions for sales that are later cancelled, rescinded, not installed, charged back, or found to have been procured in violation of this Agreement or applicable law.
4.3 No Reimbursement of Business Expenses. Except as required by applicable law or expressly agreed in writing, Company will not reimburse Contractor for business expenses, consistent with Contractor’s independent contractor status.
5. CODE OF CONDUCT
Contractor agrees, at all times while performing Services and representing Company, to comply with the following standards of conduct:
Violation of this Code of Conduct is grounds for immediate termination under Section 2.3 and may expose Contractor to personal liability for resulting harm.
6. COMPLIANCE WITH LAW
6.1 Licensing. Contractor is solely responsible for obtaining and maintaining any peddler, solicitor, transient-merchant, or similar license or permit required by the state, county, or municipality in which Contractor performs Services, and for paying any associated fees.
6.2 Consumer Protection Laws. Contractor will comply with all applicable consumer protection laws governing door-to-door sales, including any state “home solicitation sale” or “door-to-door sale” statute providing a buyer’s right to cancel, the FTC’s Cooling-Off Rule (16 C.F.R. Part 429), and any applicable state or local Do-Not-Knock ordinance or registry.
6.3 Background Check and Screening. Contractor consents to any background check, identity verification, or screening required by Company or by law prior to or during engagement.
6.4 Substance Abuse and Testing. Because Contractor represents Company and its ISP or other partner brands directly to customers in their homes, Contractor consents to reasonable drug and alcohol testing as a condition of engagement, including pre-engagement screening and testing based on reasonable suspicion of impairment while performing Services, in each case only as and to the extent permitted by applicable law. Company (or a designated ISP partner) may require Contractor to complete such testing at a designated facility. The reasonable, actual cost of any legally required testing under this Section may be deducted from commissions otherwise payable to Contractor, to the extent permitted by applicable law and after any advance notice applicable law requires. A confirmed positive test result, a refusal to test, or any other violation of Section 5’s substance abuse provisions is grounds for immediate termination under Section 2.3.
7. CONFIDENTIAL INFORMATION AND COMPANY MATERIALS
7.1 Confidential Information. “Confidential Information” means all non-public information disclosed to or learned by Contractor in connection with this Agreement, including customer and prospect lists and information, pricing, sales scripts and training materials, business strategies, and any other information Company identifies as confidential or that Contractor should reasonably understand to be confidential.
7.2 Obligations. Contractor will (a) use Confidential Information solely to perform the Services, (b) not disclose Confidential Information to any third party, and (c) protect Confidential Information using at least reasonable care. These obligations survive termination of this Agreement indefinitely, except for information that becomes public through no fault of Contractor or that Contractor is required to disclose by law (with prompt notice to Company where legally permitted).
7.3 Company Materials. All sales scripts, training materials, marketing collateral, leads, customer lists, and other materials provided by Company remain Company’s property. Contractor will return or destroy all Company Materials and Confidential Information upon request or termination.
8. NON-SOLICITATION
8.1 Customers. During the Term and for a period of [twelve (12)] months after termination, Contractor will not directly or indirectly solicit, divert, or induce any customer with whom Contractor had material contact through Company to cancel, reduce, or move their business away from Company, or to purchase competing products or services.
8.2 Personnel. During the Term and for a period of [twelve (12)] months after termination, Contractor will not directly or indirectly solicit or induce any other sales representative, contractor, or employee of Company to leave their engagement with Company or to join a competing business.
8.3 Reasonableness; Enforceability. These restrictions apply only to the extent permitted by applicable law, are limited to customers and personnel with whom Contractor had material contact or about whom Contractor obtained Confidential Information through Company, and are intended to protect Company’s legitimate business interests without unreasonably restricting Contractor’s ability to earn a livelihood.
9. NON-COMPETITION
9.1 Restriction. During the Term and for a period of [six (6)] months after termination, Contractor will not, within the Territory assigned to Contractor during the [six (6)] months preceding termination, personally engage in door-to-door or in-person residential sales of products or services that directly compete with the products or services Contractor sold on Company’s behalf.
9.2 Acknowledgment. Contractor acknowledges that Company invests in training, sales materials, and customer relationships within the Territory, and that this restriction is narrowly tailored in scope, geography, and duration to protect those legitimate interests.
9.3 Governed by Applicable State Law. Non-compete law varies significantly by state and changes frequently, and a number of states restrict or prohibit non-compete agreements, including, in some cases, specifically for independent contractors, commissioned sales representatives, or workers below a compensation threshold. This Section 9 applies to Contractor only to the extent enforceable under the law of the state in which Contractor resides and primarily performs the Services. If this Section is void, unenforceable, or prohibited under that state’s law, this Section 9 will not apply to Contractor, and the remainder of this Agreement, including the non-solicitation and confidentiality provisions, will remain in full force.
9.4 Judicial Modification. If a court or arbitrator finds any restriction in this Section 9 broader than permitted by applicable law, the Parties intend for the restriction to be modified (blue-penciled) to the maximum scope, geography, and duration that is enforceable, rather than invalidated in its entirety, to the extent such modification is permitted by applicable law.
10. INTELLECTUAL PROPERTY
Any customer leads, sales records, improvements to sales scripts or processes, or other work product Contractor creates in the course of performing the Services are the sole property of Company, and Contractor hereby assigns all right, title, and interest in such materials to Company.
11. INDEMNIFICATION
Contractor will indemnify, defend, and hold harmless Company and its officers, directors, and employees from and against any third-party claims, damages, fines, or expenses (including reasonable attorneys’ fees) arising from: (a) Contractor’s breach of this Agreement, including the Code of Conduct; (b) Contractor’s violation of law; or (c) Contractor’s negligent or willful misconduct in performing the Services.
12. INSURANCE
If Contractor uses a personal vehicle in connection with the Services, Contractor will maintain automobile insurance meeting or exceeding the minimum limits required by applicable state law. Company may require reasonable proof of insurance from time to time.
13. REMEDIES
Contractor acknowledges that a breach of Sections 7, 8, or 9 may cause Company irreparable harm for which monetary damages alone may be an inadequate remedy, and that Company is entitled to seek injunctive relief in addition to any other remedies available at law or equity, without the necessity of posting a bond except as required by applicable law.
14. GOVERNING LAW AND DISPUTE RESOLUTION
14.1 Governing Law. This Agreement is governed by the laws of the State of [Company’s home state], without regard to conflict-of-laws principles, except that Section 9 (Non-Competition) and Section 8 (Non-Solicitation) will additionally be subject to any mandatory law of Contractor’s state of residence or primary place of performance that cannot be waived by choice-of-law agreement.
14.2 Dispute Resolution. The Parties will first attempt to resolve any dispute through good-faith negotiation. Any dispute not resolved within thirty (30) days may be brought in the state or federal courts located in [County, State], and each Party consents to the personal jurisdiction of those courts.
15. SEVERABILITY
If any provision of this Agreement is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
16. GENERAL PROVISIONS
16.1 Assignment. Contractor may not assign this Agreement without Company’s prior written consent. Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
16.2 Entire Agreement; Amendment. This Agreement, including its Exhibits, is the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements or understandings. It may be amended only in a writing signed by both Parties, except that Company may update Exhibit A (Commission Schedule) and Company policies referenced herein upon reasonable written notice.
16.3 Notices. Notices under this Agreement must be in writing and delivered by email (with confirmation of receipt), hand delivery, or certified mail to the addresses on file for each Party.
16.4 Counterparts; Electronic Signature. This Agreement may be signed in counterparts, including by electronic signature, each of which is deemed an original.
EXHIBIT A, COMMISSION SCHEDULE
The commission rates, tiers, payment schedule, and chargeback terms applicable to Contractor are set out in Company’s then-current Commission Schedule, which is provided to Contractor in writing separately from this Agreement and is incorporated into this Agreement by reference.
EXHIBIT B, ASSIGNED TERRITORY
Contractor’s assigned geographic Territory is provided to Contractor in writing separately from this Agreement, subject to change by Company upon written notice, and is incorporated into this Agreement by reference.