Independent Contractor Agreement

INDEPENDENT CONTRACTOR SALES AGREEMENT

1. Position and Duties

Contractor is engaged as an independent sales representative to sell Finezit GPS units and optional dashboard tracking services. Contractor will:

• Solicit and close sales in accordance with company pricing and policies
• Submit all client orders for Company approval before commission eligibility
• Maintain professional conduct in all client interactions
• Use only Company-approved marketing materials and may not create independent websites, social media, or advertisements without written approval
• Make no statements, warranties, or commitments not authorized in writing by Finezit

2. Independent Contractor Status

Contractor is an independent contractor, not an employee. Contractor is solely responsible for all taxes, insurance, and expenses unless pre-approved in writing. This agreement does not create an employer-employee relationship.

3. Compensation

A. Unit Sales Commission

Commission Rate: 15 percent of the gross sale price per unit sold.

Commission Payment Schedule: Commissions are calculated on paid and delivered orders and are paid on the 15th and last day of each month for all qualifying transactions from the prior pay period.

Chargeback and Offset Rule: Any refunded, canceled, or unpaid sales will have their commission deducted from future payments automatically.

Tiered Pricing Model for Units:

Optional Bonus: Orders exceeding 1,000 units may receive an additional 2 percent bonus commission upon Company approval.

B. Dashboard Tracking Service Commission

Client Access: Clients receive free portal access to monitor their units.

Managed Service Option: Clients may choose Finezit-managed tracking billed per active unit per month:

Minimum Term and Commission Duration:

• Managed service has a 6-month minimum commitment.
• Commission is earned monthly during the initial 6-month term only.
• No further commissions are earned beyond 6 months, even if the client renews service.

4. Client Ownership and Territory

• Contractor's sales territory is non-exclusive unless otherwise specified in writing.
• Contractor "owns" a client for 30 days from first documented contact; if no sale occurs, the lead is free for other reps.
• Company may reassign inactive accounts at its discretion.

5. Non-Compete, Non-Solicit, and Confidentiality

• Contractor shall not directly or indirectly sell, market, or assist in the sale of competing GPS tracking products to Finezit prospects or clients for 12 months after termination.
• Contractor shall not solicit Finezit clients for any competing product for 12 months after termination.
• Contractor agrees that all Finezit software, dashboards, pricing, and client data are the property of Finezit and may not be used outside this agreement.

6. Pricing Adjustments and Marketing Control

• Company may adjust unit pricing or service rates with 30 days' notice; commissions are calculated based on the price in effect at the time of sale.
• Contractor shall use only Company-approved marketing materials and obtain written approval for any independent promotion.

7. Term, Termination, and Inactivity

• Either party may terminate this agreement with 14 days written notice.
• Contractor will receive commissions on paid and delivered sales through the termination date, and dashboard commissions through the end of the initial 6-month term only for accounts they originated.
• If Contractor generates no sales for 90 consecutive days, Finezit may terminate this agreement for inactivity without further obligation.
• Immediate termination for cause may occur for fraud, misrepresentation, or violation of Company policy.

8. Dispute Resolution

• Any dispute arising under this Agreement shall first be submitted to non-binding mediation in Franklin County, Ohio.
• If the dispute exceeds $10,000, it shall then proceed to binding arbitration under Ohio law before either party may file suit.

9. Miscellaneous

• This agreement is governed by Ohio law.
• Any modifications must be in writing and signed by both parties.
• Contractor acknowledges no entitlement to employee benefits.