EXHIBIT 10.17
INDEPENDENT CONTRACTOR AGREEMENT
This Agreement is made ,and entered into as of the _____ day of
____________________, by and between Neptune Pre-Need Plan Inc. (hereinafter
called "Neptune") and _____________ (hereinafter called "Salesperson").
WHEREAS, Salesperson is engaged in the business of selling goods and
services manufactured or furnished by others; and
WHEREAS, Neptune has the need for such services in its business of selling
pre-need cremation contracts; and
WHEREAS, the parties to this Agreement intend to create the relationship of
company and independent contractor, not that of employer and employee;
NOW, THEREFORE, in consideration of the promises and mutual agreements
herein contained, the parties hereto agree as follows:
1. Salesperson as Independent Contractor. Salesperson is and will be
considered an independent contractor under this Agreement. Nothing contained
herein is intended by the parties to create an employment relationship, a
partnership, or a joint venture. Salesperson hereby assumes all responsibility
for any and all tax obligations arising from Salesperson's status as an
independent contractor.
2. Salesperson's Duties. Salesperson shall have the following duties under
this Agreement:
(a) Salesperson shall attempt to sell the services offered by Neptune
Society of Los Angeles, Ltd. (hereinafter referred to as "Neptune Society") by
procuring the signatures of third persons on pre--need cremation contracts to be
performed by Neptune Society at a future date. Salesperson shall solicit members
of Neptune Society and other leads provided by Neptune. Salesperson may also,
and is encouraged to, procure and solicit the Salesperson's own leads.
(b) Salesperson shall provide any and all equipment, -supplies and
materials as may be necessary to fulfill Salesperson's duties under this
Agreement. Salesperson is also responsible for the payment of any and all
business or traveling expenses incurred in performing Salesperson's duties under
this Agreement. Salesperson understands that he/she may suffer a loss in the
event that the expenses associated with the items described in this Paragraph
(b) exceed the Salesperson's compensation under Section 5 of this Agreement.
(c) Salesperson shall hire, supervise and pay the assistants, if any, that
Salesperson feels are necessary or desirable to fulfill his/her duties under
this Agreement.
3. Salesperson's Rights.
(a) Salesperson retains the right to contract to provide similar services
to other individuals and other businesses.
(b) Salesperson shall have no obligation to work any particular hours or
any particular amount of hours.
(c) Salesperson shall have no obligation to perform any services other than
those required to complete its duties under this Agreement.
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(d) Neptune agrees that it shall have no right to control or direct the
details, manner or means by which Salesperson accomplishes the results of the
work required of Salesperson under this Agreement. Neptune, however, will sever
its relationship with Salesperson upon learning that Salesperson has utilized
any illegal, fraudulent, deceptive or misleading methods of sales.
(e) Salesperson may perform the duties required under this Agreement at any
location selected by Salesperson. Salesperson shall not be limited to any
designated territory or route.
(f) Salesperson may perform the duties required under this Agreement in
such order or sequence determined by Salesperson without interference from
Neptune or any other person.
(g) Salesperson need not submit reports to Neptune. Completed pre--need
cremation contracts, however, must be submitted for the purpose of calculating
the commissions due to Salesperson.
4. Salesperson's Expenses. As full and complete compensation for the
services required under this Agreement, Salesperson shall be entitled to only
the payments described in Section 5 of this Agreement. Salesperson shall not be
entitled to bonuses , sick pay, fringe benefits, or any additional compensation.
Salesperson shall be responsible for all expenses incurred in fulfilling
Salesperson's duties under this Agreement.
5. Payment. Salesperson shall be entitled to the following compensation,
but only upon completing the sale of a pre--need cremation or related service to
the satisfaction of Neptune which shall not occur prior to the receipt of good
funds from the pre-need client.
(a) For each completed basic pre-need cremation contract that Salesperson
procures, the Salesperson shall be paid $____________. A basic pre-need
cremation contract includes the sale of a cremation container, cremation urn,
crematory cost, membership fee, professional services fee and sales tax.
(b) Additional compensation is available for the sale of the following
services:
(1) For the sale of a travel option, Salesperson shall be paid, in addition
to the other amounts set forth herein, the sum of $_____________;
(ii) If the basic pre-need cremation contract is procured through a
self--generated lead which is secured by the Salesperson and which is neither a
lead provided by Neptune nor a sale to an existing member of Neptune Society,
the Salesperson shall be paid, in addition to the other amounts set forth
herein, the sum of $_____________; and
(iii) If the basic pre-need cremation contract is paid in full upon
execution by the pre-need client, the Salesperson shall be paid, in addition to
the other amounts set forth herein, the sum of $____________.
Amounts owed to Salesperson on all properly executed pre-need cremation
contracts submitted to Neptune prior to the 15th day of each month will be paid
on or before the 20th day of such month. Payments due to Salesperson on all
properly executed preneed
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cremation contracts submitted to Neptune prior to the last day of each month
will be paid to Salesperson on or before the 5th day of the following month.
6. Salesperson's Equipment.
(a) Salesperson will provide any and all vehicles, telephones and other
equipment necessary to perform Salesperson's services hereunder at Salesperson's
sole cost and expense.
(b) Salesperson shall be solely responsible for repairs, maintenance and
all other expenses associated with all vehicles and other equipment which are
used in fulfilling the terms of this Agreement.
7. Neptune's Duties. Neptune shall pay Salesperson compensation in
accordance with Section 5 of this Agreement. No other duties are assumed by
Neptune under this Agreement, including but not limited to the following:
(a) Neptune shall not instruct Salesperson as to the time, place or method
of performing Salesperson's duties under this Agreement.
(b) Neptune shall not train Salesperson to perform the services required
under this Agreement in any particular method or manner.
(c) Neptune shall not hire, supervise or pay any assistants which the
Salesperson deems necessary or advisable for fulfilling Salesperson's duties
under this Agreement.
(d) Neptune shall not provide Salesperson with any tools or equipment which
may be necessary or desirable to fulfill Salesperson's duties under this
Agreement.
8. Complete Agreement. This is the complete agreement between the parties
and supersedes all prior contracts, correspondence, negotiations, and
discussions.
9. Construction.
(a) This Agreement prevails over any conflicting parts of any pre--need
cremation contract or other document or agreement (whether handwritten, typed,
printed or oral).
(b) This Agreement constitutes the product of negotiation of the parties
hereto, and the enforcement hereof shall be interpreted in a neutral manner, and
not more strongly for or against any party based upon the source of
draftsmanship hereof.
10. Partial Invalidity. If any part or parts of this Agreement are held
invalid, illegal or unenforceable, the rest will remain valid and enforceable.
11. Notices. Any and all notices between or among the parties to this
Agreement shall be in writing and shall be deemed made or given when personally
served or within three days after being placed in the United States mail,
postage prepaid, registered or certified, return receipt requested, and
addressed as follows: Notices to Salesperson shall be addressed in the manner
indicated following Salesperson's signature on this Agreement; Notices to
Neptune shall be addressed to Neptune Pre-Need Plan, Inc., ___________________.
The
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address of any of the parties hereto may be changed by giving notice as required
in this paragraph.
12. Modification. This Agreement may not be modified except in a writing
signed by both parties.
13. Non-Waiver of Rights and Breaches. No failure or delay of a party
hereto in the exercise of any right given to such party hereunder or by law
shall constitute a waiver thereof, nor shall any single or partial exercise of
any of such rights preclude any other further exercise thereof or of any other
right. The waiver by a party hereto of any breach of any provision hereof shall
not be deemed to be a waiver of any subsequent breach thereof, or any breach of
any other provision.
14. Term.
(a) This Agreement shall be effective for a term of one year, and shall
continue for successive one-year terms, unless it is terminated pursuant to
subsection (b) below.
(b) Due to the extremely sensitive nature of the duties required of
Salesperson under this Agreement, this Agreement may be terminated by either
party, at any time, with or without cause, and with or without notice. Services
provided before the termination of this Agreement will continue to be subject to
the terms hereof.
15. Choice of Law. This Agreement shall be enforced and governed by and
construed under the laws of the State of California.
16. Trade Secrets. Salesperson acknowledges that, pursuant to this
Agreement, Salesperson will have access to trade secrets and confidential
information about Neptune and Neptune Society, their services, customers and
business operations. Salesperson agrees that, while this Agreement is in effect
and for a period of one year after its termination, Salesperson will not use
such confidential information or trade secrets for any purpose other than as
specifically provided in this Agreement and will not, directly or indirectly,
disclose to any third person any such confidential information or trade secrets.
IN WITNESS WHEREOF, Neptune and Salesperson have executed this Independent
Contractor Agreement as of the date and year first above written.
SALESPERSON NEPTUNE PRE-NEED PLAN, INC.
By:
Signature Its:
Print Name
Street Address
City/State/Zip Code
Telephone Number
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