805 S Kirkman rd. Suite 202, Orlando FL 32811 | Email: admin@jwanaix.com | Tel: +407-845-1010
This Independent Contractor Agreement ("Agreement") is made and effective as of the date indicated on the signature page by and between Jwanaix Group LLC, and/or its Affiliates (hereinafter referred to as ("JG"), and the undersigned individual (hereinafter referred to as the "Member" or Independent Contractor). Fees paid for this Independent Contractor Agreement are non-refundable and non-transferable.
WHEREAS, the individual desires to become an Independent Contractor and not an employee of JG and this agreement does not create an employment, agency or any other type of relationship between JG, which will be composed of a group of independent Contractor's "members" and its affiliates; and
WHEREAS, JG has established a contractual relationship with one or more companies (collectively, the "Product Providers", or individually, a "Product Provider") authorizing JG or the members of JG to market and sell various Products and Services and to recommend and designate members of JG for appointment with the Product Providers as independent sales representatives with respect to such various Products and Services once properly licensed; and
WHEREAS, JG is continually recruiting new members to JG and desires to have the Member become a member of JG by entering into a written agreement with the Member which establishes and defines the terms and conditions of the Member's Independent Contractor Agreement with JG;
NOW, THEREFORE, in consideration of the premises, the mutual promises and covenants in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, and intending to be legally bound hereby, JG and the Member agree as follows; Member hereby understands, agrees, represents, warrants, and acknowledges that:
1. Membership in JWANAIX GROUP, LLC (JG) and Its Affiliates
1.1. The Member understands that JG has the right to contract for the conditions pertaining to his/her relationship with JG.
1.2. Member is of the legal age of majority in the state or commonwealth in which the member resides on the day the member signs this Agreement and is otherwise competent to enter into this Agreement. By virtue of entering into this Agreement and consummating the transaction contemplated hereby, or otherwise, Member is not, and will not, be in breach of, violate, or interfere with, any other contract, agreement, business relationship or obligation which member has with a third party, company, agency, association, firm, person, corporation, or other entity.
1.3. Member hereby confirms that Member is eligible to operate a business lawfully in the United States. Member shall hold harmless and indemnify JG, its affiliates and their respective directors, officers, employees and agents for any damages or losses (including penalties, interest, and legal fees) arising from or relating to Member's breach of the covenant in this Section.
1.4. Member has not engaged, and will not engage, in any business, practice or behavior or take any action which has resulted, or will result, in any violation of any restriction or covenant to which Member is subject pursuant to any agreement. Member shall comply with all applicable anti-money laundering laws, rules, regulations, and government guidance, including any reporting, recordkeeping, or compliance requirements.
1.5. Member shall comply with all anti-corruption laws and will not make any bribes or engage in any other unlawful or improper methods of remuneration to any person. Member also agrees to immediately report to JG any violations of the anti-corruption laws or suspicions that improper conduct was engaged to obtain business.
1.6. It is understood that in agreeing to provide services as a member under this Agreement, Member shall be acting and shall always act as an independent contractor and not as an employee of JG or its Affiliated Companies for any purpose whatsoever, including without limitation, for purposes relating to taxes, payments required by statute or any other withholdings or remittances to any governmental agency or authority. Neither this Agreement, the relationship created between the Parties pursuant to this Agreement, nor any course of dealing between the Parties is intended to create, or shall create an employment relationship, a joint venture, partnership, or any similar relationship.
1.7. Member shall be responsible for providing Member's own office, telephone, furniture, equipment, Leads, supplies, transportation, and such other facilities as Member in his/her discretion, may deem necessary or appropriate, and Member shall be solely responsible for all expenses incurred by Member.
1.8. Member shall have the right to hire and engage employees (including Assistants) to perform the services contemplated by this Agreement. Member is solely responsible for paying all compensation owed to its employees.
1.9. Member will not use, disseminate, or reveal, other than on behalf of JG as authorized by JG or the Product Providers, any Confidential Information or Trade Secret of JG or of the Product Providers.
1.10. Member shall not make any disparaging remarks that damage the good name or reputation of JG, Affiliated Companies and/or their respective officers, directors, agents, and employees. Nothing in this agreement prevents a member from discussing or disclosing information as required by law.
1.11. Member agrees that any and all "Personally Identifiable Information" or "PII" collected, accessed, stored, or transmitted by Member on behalf of, or from JG and/or Product Providers in connection with the performance of Member's services under this Agreement shall be used only as necessary to perform Member services under this Agreement.
1.12. By entering into this Agreement, Agent expressly consents to being contacted by JG and its agents, representatives, and third party service providers via telephone, fax, email, mail, text message or other reasonable means, at any of Agent's contact numbers, addresses, or email addresses.
1.13. Member shall cooperate fully and provide assistance in the investigation and resolution of any complaints, claims, actions or proceedings that may involve Member or Member's employees or contractors and JG.
1.14. Member shall not, in connection with any personal entity or activity, appropriate or use JG's or Affiliated Companies' servicemark(s) or trademark(s), name(s) or any phrase, designation, or label, including the terms "JG", "Jwanaix Group", "Jwanaix Group Insurance Agency" or other similar designations.
1.15. Member shall participate in JG's established program for errors and omissions and insurance coverage. Member is responsible for paying their premium for their E&O insurance. Members must maintain E&O coverage through the designated JG broker and as accessible through the JG platform.
1.16. Agent shall not: (a) take or perform any act purporting to create any obligation on the part of JG; (b) collect cash or checks from Customers payable to any person other than a party designated by the Product Provider; (c) represent a product or service not approved by JG; (d) sell any product not a Product or Service under this Agreement; or (e) make any misrepresentation to a customer.
1.17. Upon termination or request, Member shall return all JG property, which Member acknowledges includes all Customer and other files in the Member's possession.
2. Duties as a Member
2.1. As a member of JG the Member promises that he/she will: use best efforts to sell and promote the Products and Services; disclose involvement with any other business to JG; refrain from marketing products not offered by JG; preserve the good name and reputation of JG; comply with the Member Guidelines; comply with all terms of any contracts with JG and the Product Providers; and obtain and maintain proper licenses required.
2.2. The Member understands and acknowledges that JG is in the business of supporting and enhancing the business of its Members. JG shall have an exclusive proprietary interest in all contractual relationships with other Members and the Product Providers.
2.3–2.12. Member shall monitor their Downline Members, maintain accurate records, comply with all applicable laws, not use unapproved sales materials, conduct all activities in accordance with this Agreement, and not violate any Covenants.
3. Member's Compensation
3.1. The Member acknowledges and understands that the Member earns commissions only from the sale of the Products and Services and no compensation is earned by or paid to Member for recruiting. There is no guarantee that the Member will be financially rewarded solely by virtue of becoming a member of JG.
3.2–3.12. JG will publish Member Guidelines and commission schedules from time to time. Commissions are not "earned" until all conditions are met. JG may increase or decrease commission rates prospectively with or without notice.
4. Term and Termination
4.1. This Agreement shall take effect on the Effective Date and shall renew upon Renewal unless otherwise terminated.
4.2. This Agreement may be terminated by either Party at any time and for any reason upon thirty (30) days written notice.
4.3. This Agreement shall terminate immediately without further notice on the death of Member.
4.4–4.6. Upon termination, JG shall be entitled to notify Product Providers. All commissions due prior to termination shall be paid within a reasonable period. Any Debit Balances become immediately due and payable upon Termination.
5. Member Non-Recruitment
Except as to Members operating in the state of California, the Member covenants that he/she will not, at any time during the term of this Agreement, and for a period of two (2) years thereafter, directly or indirectly induce any person contractually affiliated with JG to terminate their relationship with JG or hire such persons for competitive purposes.
6. Customer Non-Replacement
Except as to Members operating in the state of California, the Member covenants that he/she will not, for a period of two (2) years after termination, induce or attempt to induce any Customer to terminate, reduce coverage under or replace any of the Products and Services sold by the Member or his/her Downline Member.
7. Arbitration of Disputes
7.1. The Parties agree that any Dispute arising out of or related to this agreement shall be resolved exclusively by Good Faith Arbitration pursuant to the Federal Arbitration Act. All Disputes shall be resolved by Good Faith Arbitration in accordance with the Rules.
7.2–7.4. Member acknowledges agreement to the separate, standalone Mutual Agreement to Arbitrate Claims. The Parties expressly waive the right to litigate in a judicial forum all Disputes and waive the right to trial by jury. The Parties agree they are giving up any right to participate in a class action.
8. Extraordinary Relief
The Parties acknowledge that the other party would suffer extremely costly and irreparable harm if any of the provisions of this Agreement are violated. Either Party shall be entitled to seek Extraordinary Relief to temporarily enjoin violations of this Agreement.
9. Member's Promise to Indemnify and Assign
9.1. The Member agrees to indemnify and hold harmless JG and Affiliated Companies from and against any and all Indemnified Losses arising out of or as a result of any acts or omissions by the Member and also any of Member's Downline Members.
9.2. To secure the Member's promise of indemnification, the Member hereby assigns to JG a continuing security interest in all commissions otherwise payable to the Member by JG, to the extent necessary to satisfy any Indemnified Loss or Debit Balance obligations.
10. Miscellaneous
10.1–10.13. All capitalized terms are defined in the Glossary published by JG. This Agreement constitutes the entire agreement between the parties. The Member is not required to purchase any of the Products and Services as a condition to becoming a Member of JG. The Member irrevocably consents to the use of photographs by JG.
11. Opt-In Consent
As a member of JG, the Member agrees to receive calls, text messages, and emails from JG and other Members. The Member's contact information will be used solely for the purpose of communicating and not to be shared with third parties. The Member will have the option to individually Opt-Out any time.
12. Definitions
Key terms including Advance Commissions, Affiliated Companies, Member Guidelines, Assistant, Commissions Calculations, Commissions Plan, Compensation, Confidential Information, Corporate People, Customer, Debit Balance, Dispute, Divestiture, Downline Member, Earned Commissions, Hierarchy, Indemnified Losses, Indemnified Party, Override Compensation, Parties, Pending Commissions, PII, Products and Services, Referral, Renewal, Reserve Balance Account, Roll Up, Rules, Trade Secret, Upline Member, and Vested are defined in the Member Guidelines published by JG and incorporated herein by reference.
