Independent Contractor Agreement + Confidentiality + IP Assignment
This Independent Contractor Agreement and Confidentiality Agreement (the “Agreement”) is entered into as of the date of execution (“Effective Date”) by and between Obsidian Solutions Holdings LLC, an Oregon limited liability company (“Company,” “Obsidian,” “OS”), with notice address PO Box 152, Rogue River, OR 97537, and the undersigned individual and/or business entity identified in the Company’s signup form (“Contractor” or “Consultant”).
Company and Consultant may be referred to individually as a “Party” and together as the “Parties.”
1) Engagement; Independent Contractor Status
1.1 Engagement. Company engages Consultant as an independent contractor to perform business development services for Company’s Contractor HeadQuarters (“OS HQ”) offering, subject to the terms of this Agreement.
1.2 No Employment / No Agency. Consultant is not an employee, agent, partner, joint venturer, fiduciary, or legal representative of Company. Consultant has no authority to bind Company, sign on Company’s behalf, make warranties, set pricing, approve discounts, or modify any Company terms.
1.3 Taxes / Benefits / Expenses. Consultant is solely responsible for all taxes, filings, withholdings, insurance, licenses, permits, and expenses. No benefits.
1.4 Non-Exclusivity. Consultant may perform services for others, provided there is no breach of this Agreement, no conflict, no use of Company Confidential Information, and no interference with Company relationships.
2) Scope of Services; Performance Standards
2.1 Role. Consultant’s mandate is to identify, source, recruit, and help onboard qualified Operating Partners (defined below) who purchase OS HQ services (“HQ Clients”).
2.2 Services. Consultant will:
source prospects and book qualified conversations;
pitch OS HQ using Company-approved messaging and materials only;
facilitate execution of Company’s OS HQ client agreement(s) and intake steps;
coordinate warm handoff to Company operations;
maintain accurate, timely CRM and pipeline notes (as required by Company);
comply with all laws and Company policies.
2.3 Standard of Care. Consultant will act professionally, honestly, and in a manner that protects Company’s reputation. Company may require use of specific scripts, disclosures, disclaimers, and lead registration procedures.
2.4 Prohibited Conduct (non-exhaustive). Consultant will not:
make income, performance, or outcome guarantees;
misrepresent OS HQ services, pricing, capabilities, staffing, or timelines;
promise “exclusive territories,” “carrier relationships,” “guaranteed leads,” or any non-written terms;
direct clients to violate laws (deductible waivers, rebating, sham invoicing, etc.);
use spam, unlawful scraping, deceptive ads, fake reviews, or impersonation;
record calls without lawful consent;
collect or store sensitive client data except via Company-approved systems.
3) Key Definitions
3.1 OS HQ / Contractor HeadQuarters. Company’s back-office operational services and add-ons marketed under “Contractor HeadQuarters / OS HQ.”
3.2 Operating Partner (“OP”) / HQ Client. A contractor/construction business that (a) executes Company’s then-current OS HQ client agreement (or equivalent written acceptance) and (b) completes Company’s required onboarding steps.
3.3 Signed HQ Client. An OP who has (i) executed the OS HQ agreement and (ii) paid Company’s Kickoff Invoice (defined in §5.2). A signature alone is not a “Signed HQ Client.”
3.4 Company Revenue Share Fee. The revenue share fee Company charges an OP, currently described publicly as 7% of OP Gross Revenue (subject to the OP agreement and Company updates). For purposes of Consultant compensation, commissions are calculated on Company Revenue Share Fee actually collected by Company. (See §5.)
3.5 OP Gross Revenue. The OP’s gross revenue as defined in the OP’s signed OS HQ agreement. If not defined therein, it means all cash receipts and recognized revenue derived from OP’s construction-related operations during the applicable period, excluding sales tax collected, refunds/chargebacks, and pass-through amounts where OP is contractually prohibited from recognizing revenue.
3.6 Attribution / “Landed by Consultant.” An OP is attributable to Consultant only if:
Consultant is the documented source of introduction in Company’s CRM before the OP enters Company’s active pipeline; and
the OP signs within 120 days of Consultant’s first documented outreach/intro; and
Company confirms attribution (including where leads overlap).
3.7 Exclusions. Unless Company confirms in writing, attribution excludes:
pre-existing leads already in Company CRM/pipeline;
inbound leads generated by Company marketing;
referrals from other partners;
OPs already in negotiation with Company;
OPs sourced through Company employees/other consultants.
4) Compliance; Legal and Regulatory
4.1 General Compliance. Consultant will comply with all federal, state, and local laws, including (as applicable) TCPA, CAN-SPAM, consumer protection laws, advertising/endorsement rules, data privacy laws, and any insurance-related restrictions impacting referral activity.
4.2 No Legal/Insurance Advice. Consultant will not provide legal, tax, or insurance advice, and will not represent themselves as an adjuster, attorney, or licensed professional unless separately licensed and explicitly authorized in writing by Company (authorization is not implied).
4.3 Anti-Kickback / Fee-Splitting. Consultant will not offer anything of value to induce referrals in a manner prohibited by law, nor structure “rebates” or side payments that create regulatory exposure for Company.
4.4 Audit Cooperation. Consultant will promptly provide documentation reasonably requested by Company to investigate compliance issues or attribution disputes.
5) Compensation (Air-Tight; Based on Collections)
5.1 Overview
Consultant may earn:
(A) $1,000 per Signed HQ Client (per §3.3), and
(B) a revenue-share commission calculated as a percentage of Company Revenue Share Fee collected from that OP (not a percentage of OP Gross Revenue directly), and
**(C) any additional compensation only if expressly stated in a written amendment signed by Company.
No other compensation is due.
5.2 $1,000 Per Signed HQ Client
(a) Earned Trigger. The $1,000 is earned only when the OP becomes a Signed HQ Client and Company receives cleared funds for the OP’s Kickoff Invoice.
(b) Kickoff Invoice. The initial invoice typically includes base payments and fixed-price add-ons due at kickoff.
(c) Chargeback/Clawback. If the OP chargebacks, reverses, cancels during onboarding, or fails fraud checks, Company may reverse or set off the $1,000.
(d) No Duty to collect. Company has zero obligation to invoice, chase, sue, or otherwise collect from an OP. Commissions are owed only on amounts actually received and not refunded
5.3 Revenue Share Commission (Year 1 and Residual)
(a) Year 1 Commission. For the first twelve (12) months following the OP’s kickoff start date (as determined by Company), Consultant earns ten percent (10%) of the Company Revenue Share Fee collected from that OP, paid monthly after reconciliation.
(b) Residual Commission (Life of Partnership). After the first 12 months, Consultant earns two percent (2%) of the Company Revenue Share Fee collected from that OP for the life of the OP relationship, subject to §5.6 (for-cause termination) and continued compliance.
(c) No Caps. No caps, subject to anti-fraud/anti-gaming rules and compliance.
Example (clarity only): If Company’s Revenue Share Fee is 7% of OP Gross Revenue, then Consultant’s Year 1 commission equals 10% of that 7% collected (i.e., 0.7% of OP Gross Revenue, only to the extent actually collected by Company). After Year 1, it becomes 2% of that 7% collected (i.e., 0.14% of OP Gross Revenue, only to the extent collected).
5.4 Payment Timing; Statements
(a) Monthly Reconciliation. Commissions are calculated monthly and paid within thirty (30) days after month-end reconciliation, provided Company has collected the underlying amounts.
(b) Revenue Share Due Timing. Company’s revenue share and certain flexible add-ons are typically calculated from the prior month and due on a lag (consistent with Company’s published payment timeline).
(c) Statements. Company may provide a summary statement by OP and month. Company may redact sensitive details.
(d)Consultant has no right to audit Company or OP books; Company may provide summaries at its sole discretion. Also include “Company records are conclusive absent manifest error.
5.5 Setoff; Chargebacks; Refunds
Company may deduct from future payments any amounts previously paid that become unearned due to refunds, reversals, nonpayment, fraud, disputes, or corrections.
5.6 Termination Impact on Commissions
(a) Termination for Cause. If Company terminates for Cause (defined in §8.3), all residuals cease immediately and any unearned amounts are forfeited, with Company retaining setoff rights.
(b) Termination Without Cause by Company. If Company terminates without Cause, Consultant retains the residual commission described in §5.3(b) for OPs already attributed, for twelve (12) months following termination, unless Company elects (in writing) to continue residuals longer.
(c) Voluntary Resignation by Consultant. If Consultant resigns, residuals continue for six (6) months on attributable OPs, unless Company elects to continue longer.
5.7 Taxes
All compensation is paid gross. Consultant is responsible for all taxes and reporting.
6) Lead Handling; Non-Circumvention; Ownership of Relationships
6.1 Company Relationship Ownership. All OP relationships introduced to Company or developed through Company resources are Company business relationships.
6.2 Non-Circumvention. Consultant will not, directly or indirectly, circumvent Company by contracting with, selling to, servicing, or receiving compensation from any OP or prospect for services substantially similar to OS HQ, or by redirecting them to a competitor, during the Term and for thirty-six (36) months thereafter.
6.3 No Client Steering / No Poaching. Consultant will not solicit or induce any OP, prospect, vendor, or partner to reduce, terminate, or alter their relationship with Company.
7) Confidentiality; Data Security; Publicity; Anonymity
7.1 Confidential Information. “Confidential Information” includes all non-public information regarding Company, its systems, pricing, SOPs, scripts, sales methods, vendor lists, client lists, operations, data, security, financials, and any information received from or about OPs.
7.2 Obligations. Consultant will:
keep Confidential Information strictly confidential;
use it only to perform Services;
not disclose it to any third party without Company’s prior written consent;
protect it using reasonable security measures (at least industry-standard).
7.3 Return/Deletion. Upon request or termination, Consultant will promptly return or permanently delete all Confidential Information (including from personal devices and cloud storage) and certify deletion.
7.4 Duration. Confidentiality obligations last five (5) years from termination; trade secrets are protected indefinitely.
7.5 Anonymity. Consultant’s identity will be treated as non-public by Company unless Consultant provides written consent to disclose, or disclosure is required by law.
7.6 No Publicity. Consultant may not use Company’s name, brand, logos, screenshots, or references as marketing without Company’s written approval.
8) Term; Termination
8.1 Term. This Agreement begins on the Effective Date and continues for up to five (5) years, unless earlier terminated.
8.2 Termination Without Cause by Company. Company may terminate this Agreement at any time, with or without cause, effective immediately upon notice.
8.3 Termination for Cause. Company may terminate immediately for “Cause,” including: breach; misrepresentation; non-compliance; unlawful conduct; reputational harm; harassment; fraud; circumvention; misuse of data; confidentiality breach; failure to follow Company scripts/disclosures; or failure to perform.
8.4 Termination by Consultant. Consultant may terminate with fourteen (14) days written notice, provided all Company property and Confidential Information are returned/deleted.
9) Intellectual Property; Work Made for Hire
9.1 Work Product. All deliverables, materials, scripts, funnels, CRM fields, notes, content, documents, templates, and inventions created or modified by Consultant in connection with Services (“Work Product”) are owned exclusively by Company.
9.2 Assignment. Consultant hereby irrevocably assigns to Company all right, title, and interest in and to Work Product, including all IP rights.
9.3 Further Assurances. Consultant will sign additional documents reasonably required to perfect Company’s rights.
10) Non-Solicitation; Non-Interference
10.1 Non-Solicit People. During the Term and for five (5) years after, Consultant will not solicit, recruit, or hire any Company employees, contractors, or key vendors, directly or indirectly.
10.2 Non-Solicit Clients/Prospects. During the Term and for five (5) years after, Consultant will not solicit Company OPs, active prospects, or leads in Company’s CRM for competing services.
10.3 Reasonableness / Reformation. Consultant agrees these restrictions are reasonable. If any restriction is held unenforceable, it will be enforced to the maximum extent permitted and reformed (“blue-penciled”) to be enforceable.
11) Indemnification; Limitation of Liability
11.1 Consultant Indemnity. Consultant will defend, indemnify, and hold harmless Company from any claims, losses, fines, investigations, costs, or liabilities arising from Consultant’s acts/omissions, including marketing conduct, compliance violations, misrepresentations, data mishandling, or breach.
11.2 Company Limitation of Liability. To the maximum extent permitted by law, Company will not be liable for indirect, special, incidental, punitive, or consequential damages (lost profits, loss of goodwill, etc.).
11.3 Cap. Company’s total liability under this Agreement will not exceed the commissions actually paid to Consultant in the five (5) years preceding the event giving rise to the claim.
12) Non-Disparagement
Consultant will not make any false, misleading, or disparaging statements about Company, its owners, employees, partners, OPs, or services during the Term or thereafter.
13) Representations; No Reliance; Entire Agreement
13.1 No Reliance. Consultant acknowledges no promises or representations have been made except those in this Agreement.
13.2 Entire Agreement. This Agreement is the entire agreement regarding the subject matter and supersedes prior agreements or discussions.
13.3 Amendments. Only a written amendment signed by Company’s authorized representative can modify this Agreement.
14) Dispute Resolution; Injunctive Relief; Fees
14.1 Good Faith. Parties will attempt good-faith resolution first.
14.2 Injunctive Relief. Consultant acknowledges breaches of confidentiality, IP, non-circumvention, or non-solicitation cause irreparable harm. Company may seek immediate injunctive relief in court.
14.3 Arbitration. Except for injunctive relief, disputes will be resolved by binding arbitration in Oregon under Oregon law, administered through a reputable arbitration service in/serving Jackson County, Oregon.
14.4 Fees. If Company prevails, Consultant will reimburse Company’s reasonable attorneys’ fees and costs. Additionally, Consultant agrees to pay Company $250/hour for internal time spent directly on enforcement/dispute resolution, to the extent permitted by law.
15) Governing Law; Venue
This Agreement is governed by the laws of the State of Oregon. For any court actions permitted hereunder, venue will be Jackson County, Oregon.
16) Notices
Notices must be in writing and delivered by (a) email with confirmation, and (b) mail to the addresses on record (including the signup form for Consultant). Company notice address: PO Box 152, Rogue River, OR 97537.
17) Severability; Waiver; Assignment
17.1 Severability. If any provision is unenforceable, remaining provisions remain effective.
17.2 No Waiver. Failure to enforce is not a waiver.
17.3 Assignment. Company may assign this Agreement without Consultant consent. Consultant may not assign without Company’s written consent.
18) Governing Law
This Agreement shall be governed by the laws of the State of Oregon in Jackson County. Any disputes arising from this Agreement shall be resolved in the courts located in Jackson County Oregon.
19) Service of Notices
All notices shall be mailed or delivered in the care of the Consultant at the address given on page 2. All notices shall be mailed or delivered in the care of Obsidian Solutions at the following address:
Obsidian Solutions
PO Box 152
Rogue River, OR 97537
20) Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, whether written or oral, relating to the subject matter herein. The Signature below and checking of "YES" means you agree with this Entire Agreement and is enacted on the date signed and executed electronically
Exhibit A — Compensation Summary (Controls if Conflict)
$1,000 per Signed HQ Client (per §5.2).
Year 1: 10% of Company Revenue Share Fee collected from attributable OPs.
After Year 1: 2% of Company Revenue Share Fee collected from attributable OPs for life of partnership, subject to §5.6.
No caps; collections-based; chargebacks/setoff apply.
Obsidian Solutions
By its President/Authorized Representative