This Independent Contractor Agreement (the "Agreement") is entered into as of the date this form is submitted, by and between Oregon Peer Alliance, LLC, an Oregon Limited Liability Company, D.B.A Inner Serenity Retreats, Innerserenity.org, Mexico, with its principal place of business at 1221 NW Hwy 101, Suite A, Lincoln City OR, 97376 (the "Company"), and the individual Above listed, an individual with a mailing address at: the place above listed ("Contractor").
WHEREAS, the Company desires to engage the Contractor to perform certain services related to generating sales and onboarding clients, and the Contractor desires to provide such services to the Company on the terms and conditions set forth below;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:
Requirements:
The contractor shall:
Contractor shall refer potential clients to complete Ceremony Applications, and to collect signed agreements and collect deposits, and participate as a group to meet monthly targets and goals as posted by Inner Serenity Retreats.
Compensation.
As a referral partner in our Partner Program, you will be eligible for a tiered commission structure based on the following achievements:
Completed Ceremony Applications: Earn a 5% commission for every completed ceremony application you generate through your referrals and that complete the retreat.
Completed Onboarding Requirements: Receive an additional 5% commission when your referrals successfully complete the onboarding requirements, which include submitting necessary documentation and making a deposit.
Pre-Treatment Planning and Coaching Activities: Earn a further 5% commission for guiding your referrals through pre-treatment planning and coaching activities. This includes assisting them with preparation instructions, defining intentions, setting client goals, addressing trauma, and organizing travel plans.
Meeting Monthly Targets and Goals: Secure a bonus 5% commission for consistently meeting or exceeding your monthly targets and goals as established by our Partner Program.
Payment Terms:
Commissions for completed ceremony applications and onboarding requirements will be paid out immediately, with up to 10% commission paid when the partner collects documents and deposits. The referral partner will receive payment via their preferred method, such as bank transfer or PayPal, or other approved method. Commissions for pre-treatment planning, coaching activities, and meeting monthly targets will be calculated and paid out on a monthly basis, on or before the 15th or each month, following the completion of each month. The Partner Program will provide a detailed commission report outlining the referral partner's achievements and corresponding commission earnings. Referral partners are responsible for any taxes or fees associated with their commission earnings, in accordance with the laws and regulations of their jurisdiction.
Independent Contractor Relationship.
The Contractor is an independent contractor and not an employee of the Company. The Contractor shall be responsible for all taxes, withholdings, insurance, and other benefits applicable to independent contractors.
Representations and Warranties of the Contractor.
The Contractor hereby represents and warrants to the Company that:
(a) The Contractor has the necessary qualifications, skills, experience, and expertise to perform the Services in a professional and competent manner, and in accordance with the highest industry standards.
(b) The Contractor shall comply with all applicable laws, regulations, and ordinances in the performance of the Services, including obtaining and maintaining any required licenses, permits, and certifications.
(c) The Contractor is not a party to any agreement, contract, or understanding, whether written or oral, that would restrict or prohibit the Contractor from entering into this Agreement or performing the Services as contemplated herein.
Company Property and Intellectual Property.
All property, information, and technology provided by the Company to the Contractor for the performance of the Services, including but not limited to sales leads, customer lists, marketing materials, and product information, shall remain the sole property of the Company. Additionally, all ideas, technology, processes, and other intellectual property created or developed by the Contractor for the purpose of acquiring clients shall be deemed the property of the Company. The Contractor shall return all such property upon the termination of this Agreement or upon the Company's request.
Confidentiality.
The Contractor shall keep confidential and not disclose to any third party any confidential or proprietary information of the Company, including but not limited to customer lists, pricing, marketing strategies, and trade secrets, except as required in the performance of the Services or as required by law.
Non-Disclosure Agreement (NDA).
In connection with the performance of the Services, the Contractor may have access to or be provided with confidential or proprietary information of the Company. To protect such information, the Contractor agrees to enter into a separate Non-Disclosure Agreement (NDA) with the Company, which shall be incorporated into and made a part of this Agreement by reference. The Contractor shall not use or disclose any confidential or proprietary information of the Company, except as required in the performance of the Services, as required by law, or as permitted under the terms of the NDA. Any breach of the NDA shall be considered a breach of this Agreement.
Intellectual Property Assignment.
The Contractor hereby assigns to the Company all right, title, and interest in and to any works, inventions, discoveries, improvements, ideas, technology, and processes created, conceived, or reduced to practice by the Contractor in the performance of the Services or using the Company's property, information, or technology. The Contractor shall promptly disclose such works, inventions, discoveries, improvements, ideas, technology, and processes to the Company and shall cooperate with the Company in securing, protecting, and maintaining the Company's rights therein.
Non-Disparagement.
During the term of this Agreement and for a period of ten (10) years following the termination or expiration of this Agreement, the Contractor agrees not to make any statements, whether oral or written, or engage in any conduct that is intended to, or reasonably could be expected to, damage or disparage the reputation or goodwill of the Company, its products, services, or any of its officers, directors, employees, or affiliates. The Company agrees that, during the same period, it shall not make any statements, whether oral or written, or engage in any conduct that is intended to, or reasonably could be expected to, damage or disparage the reputation or goodwill of the Contractor. For each breach of this non-disparagement clause, the Participant agrees to pay Tim Kelly and/or Inner Serenity Retreats a penalty of $10,000USD for each occurrence or disparaging statement.
Subcontractors and Employees.
If the Contractor hires any employees, subcontractors, or engages other businesses (collectively, "Subcontractors") to assist in performing the Services under this Agreement, the Contractor shall be solely responsible for the payment of wages, benefits, taxes, insurance, and any other compensation or obligations owed to such Subcontractors. The Contractor shall also be responsible for ensuring that all Subcontractors comply with the terms of this Agreement and any applicable laws, regulations, or industry standards. The Contractor shall indemnify, defend, and hold the Company harmless from and against any and all liabilities, claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the acts or omissions of the Contractor's Subcontractors.
Non-Compete.
During the term of this Agreement and for a period of ten (10) years following the termination or expiration of this Agreement, the Contractor agrees not to engage, directly or indirectly, in any business or activity that competes with the Company's business anywhere in the world. The Contractor acknowledges that a breach of this non-compete clause would cause irreparable harm to the Company. In the event that the Contractor breaches this non-compete clause, the Contractor shall be liable for liquidated damages equal to one hundred percent (100%) of all revenue generated by the Contractor or any entity or individual associated with the Contractor as a result of such breach. The Contractor agrees that such liquidated damages represent a reasonable estimate of the damages the Company would suffer as a result of a breach of this clause, and not a penalty.
Termination.
This Agreement may be terminated by either party, with or without cause, upon written notice to the other party. Upon termination, the Contractor shall be entitled to payment for any Services performed up to the date of termination but shall not be entitled to any further compensation, damages, or other remedies.
Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflicts of law principles.
Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.
Indemnification by the Contractor.
The Contractor agrees to indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents (collectively, the "Indemnified Parties") from and against any and all losses, liabilities, damages, costs, and expenses (including, without limitation, reasonable attorneys' fees and costs) (collectively, "Losses") arising out of or relating to any claim, action, suit, or proceeding (each, a "Claim") brought or asserted by any third party, to the extent that such Losses result from or arise out of:
(a) any breach of this Agreement by the Contractor, including any breach of the representations and warranties set forth in that section.
(b) any negligent, reckless, or willful misconduct by the Contractor, its employees, agents, or subcontractors in the performance of the Services;
(c) any failure by the Contractor, its employees, agents, or subcontractors to comply with any applicable laws, regulations, or ordinances; or
(d) any infringement or misappropriation by the Contractor, its employees, agents, or subcontractors of any intellectual property rights, trade secrets, or proprietary information of any third party.
The Contractor's obligation to indemnify the Indemnified Parties under this Section shall survive the termination or expiration of this Agreement.
Miscellaneous.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, between the parties. This Agreement may be amended only in writing and signed by both parties. Any provision of this Agreement that is held to be invalid or unenforceable shall be deemed severed, and the remaining provisions shall continue in full force and effect.
Entire Agreement.
Although a miscellaneous clause is already included, it might be helpful to explicitly state that this Agreement constitutes the entire understanding of the parties and supersedes all prior agreements, whether written or oral, and that any amendments must be in writing and signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
Oregon Peer Alliance
By: Tim Kelly
Managing Member
Contractor/partner
By: Print full legal name below as indicated on your ID.
