Effective Date: {date}
Parties: DriveLine Solutions & Compliance, LLC (“Company”) and {name} (“Sales Representative”)
SECTION 1: Non-Disclosure Agreement (NDA)
1.1 Confidential Information
“Confidential Information” includes, but is not limited to:
- Business strategies, sales processes, pricing models, commission structures
- Customer lists, vendor details, and contact information
- Marketing plans, SOPs, operational processes, and training materials
- Proprietary technologies, software systems, and trade secrets
- Any data not publicly available and disclosed in connection with DriveLine business
1.2 Obligations of Sales Representative
The Sales Representative agrees to:
- Maintain all Confidential Information in strict confidence
- Use such information solely for the purpose of performing duties under this Agreement
- Not disclose, distribute, or use Confidential Information for any other purpose
- Return or destroy all materials containing Confidential Information
- immediately upon termination of this Agreement, or upon request by the Company
1.3 Exclusions
Confidential Information does not include information that:
- Was publicly known at the time of disclosure or becomes public through no fault of the Sales Representative
- Is rightfully obtained from a third party without breach of confidentiality
1.4 Term
This NDA will remain in effect throughout the term of this Agreement and for two (2) years following termination.
SECTION 2: Independent Sales Representative Agreement
2.1 Engagement
The Company engages the Sales Representative as an independent contractor to promote and sell Company services. The Sales Representative agrees to:
- Represent the Company professionally and ethically
- Adhere to all sales and compliance procedures
- Maintain accurate records of client communications and interactions
- Assist in ensuring client compliance and payment follow-up
2.2 Independent Contractor Status
- Sales Representative is not an employee, and is responsible for all personal taxes and obligations
- No entitlement to Company benefits (health, retirement, unemployment, etc.)
2.3 Compensation
Commission-only basis, as outlined in the Company’s separate commission structure document
- Commissions are paid only when client payment is received
- No commission is paid for non-paying or disputed accounts
- Recurring commissions will continue for all active accounts brought in by the Sales Rep, as long as the Sales Rep remains active and responsive to those clients
- Company reserves the right to update commission structure with advance written notice
- Fraudulent activity or deceptive practices will result in immediate termination and forfeiture of all pending commissions
2.4 Non-Compete & Non-Solicitation
During the term of this Agreement and for a period of one (1) year following termination, the Sales Representative agrees:
- Not to offer or promote any competing compliance or driver recruiting services
- Not to solicit or attempt to solicit the Company’s clients, drivers, vendors, or employees
- Not to use Company resources, databases, client contacts, or marketing materials for personal or competitive use
2.5 Termination
Either party may terminate this Agreement with 30 days’ written notice
Company may terminate immediately for breach of this Agreement, including but not limited to:
- Misuse or disclosure of confidential information
- Failure to follow up on payment collection
- Fraud, dishonesty, or violation of any non-compete or solicitation clauses
Upon termination, Sales Rep must:
- Cease all representation of the Company
- Return or destroy all materials, passwords, files, or client information
- Refrain from contacting any Company client or prospect
2.6 Indemnification
Sales Representative agrees to indemnify and hold harmless the Company from any damages or liabilities arising from:
- Negligence, misconduct, or unauthorized representations
- False claims or fraudulent client registrations
- Any violations of law or breaches of this Agreement
2.7 Governing Law
This Agreement shall be governed by the laws of the State of Georgia. Any disputes shall be resolved through binding arbitration or in a court located in Georgia.
2.8 Entire Agreement
This Agreement represents the entire understanding between the parties and overrides all prior discussions, communications, or written terms.