CONSULTING AND CONFIDENTIALITY AGREEMENT

THIS AGREEMENT is made as of this day by and between The Business Ideas Group (B.I.G.) LLC (“Company”), and the individual completing this form (“Consultant”).

In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this Agreement, the provisions of such attachments shall govern.

BACKGROUND

Company is in the business of providing business, networking, empowerment and support services to the public.

Consultant has represented to Company that Consultant possesses the required skills and education to perform team leader/ambassador role and facilitator skills and to lead the community “pod” as described in the B.I.G. Leader Training Program.

Company is willing to engage Consultant as an independent contractor on the terms and conditions stated in this Agreement.

AGREEMENT

Services

Consultant agrees to team leader/ambassador role for Company’s customers. Such services are hereinafter referred to as “Services.”

Payment for Services

Consultant shall organize monthly B.I.G. meetings for local members to attend. Leaders will advance the B.I.G. concept to local markets and work together, along with B.I.G. HQ, to launch and grow their local pods.

Consultants are responsible for:

  • The promotion and marketing of B.I.G. in their community using approved marketing materials (email invitations, flyers, press releases etc., which are provided) and to communicate with members and potential members about B.I.G. meetings and events.
  • B.I.G. Leaders will host and facilitate the monthly meetings, centered around the B.I.G. pillar system.
  • B.I.G. Leaders will secure subject matter experts (as needed) on the monthly topic whether a single speaker or a panel from among your member network.
  • Leaders are expected to promote and encourage member participation for all B.I.G. members at all B.I.G. events, including Zoom, sessions, showcase events, networking events, other pod meetings (online and live when appropriate).
  • Work with B.I.G. HQ to ensure that all membership information (including name, email address, credit card information, billing address and phone numbers are input into our accounting system according to B.I.G. HQ’s instructions accurately and within 24 hours of a new member joining) as new members join their pod. Accurate logs and descriptions of each new member must be kept and any monies collected by leaders must be sent to HQ within 48 hours of each meeting for reconciliation.

 

Compensation policy for Leaders is as follows:

  • Leaders/co-leaders will receive/share $8.00 per active member of your POD each month (annual or monthly) membership.
  • The member must be current during the payout month.
  • The assistant does not qualify as a member for payout.
  • Compensation is paid monthly based on the members of record for each calendar month.
  • New leader compensation starts after they have their first official paid member meeting.
  • Company shall pay the amounts agreed within 15 days after the end of the month.
  • Leaders agree to hold at least one meeting per month (or as indicated in the B.I.G. Training program). Leaders will be subject to termination should they not hold at least one regularly scheduled meeting over a 60 day period.
  • Leaders must become members of B.I.G. and will receive a discounted rate for membership.
  • If a Leader chooses to not maintain leadership status or if the pod is not managed in accordance with HQ policy, HQ reserves the right to terminate the leader. Annual discounted rate for membership for leaders is non-refundable.
  • Prior to their pod launch, all Leaders must agree to have completed training sessions as required by B.I.G. HQ.
  • Any pod expenses must be approved by B.I.G. HQ and will not be reimbursed unless pre-approved.

 

Term

Consultant agrees to provide Services to Company as an independent contractor beginning on the Effective Date, until this Agreement is terminated, on the other terms and conditions stated in this Agreement.

Either party may terminate this Agreement at any time.

If Consultant elects to terminate, Consultant shall provide not less than fourteen (14) days’ prior written notice of termination. In the event of termination by either party, Company shall owe nothing to Consultant other than compensation for Services already performed by Consultant prior to the effective date of termination.

Company reserves the right to close or consolidate the Consultant’s pod meetings if there are fewer than five paying members after three months, and/or ten paying members after six months of meetings and have an average of less than five members at a meeting over the same 6 month time frame.

No prior verbal, written warnings or probation are required before termination of this Agreement.

Independent Contractor

The parties acknowledge and agree that Consultant is an independent contractor providing advisory and consulting services to Company and that neither Consultant nor any of Consultant’s employees or agents shall have any authority whatsoever (actual, apparent, or otherwise) to make any commitment whatsoever on behalf of Company, nor shall Consultant or any of its employees or agents be considered an employee, agent or representative of Company for any purpose whatsoever.

Company is hereby contracting with Consultant for Services and Consultant reserves the right to determine the method, manner and means by which and the times during which the Services will be performed.

Consultant hereby acknowledges and agrees to be fully responsible for the filing of income tax returns and payment of income taxes attributable to the consulting fees to be received by Consultant hereunder. A 1099 will be issued by the Company for tax purposes. No sick leave, personal time, vacation time, medical benefits, disability benefits, or any other benefits are provided by the Company. Payment is purely based on a portion of membership dues from each member that each consultant brings in.

Response Time

Once given the role of pod leader, Consultant agrees to perform the assigned work for Company pursuant to Company’s guaranteed response time.

If the Consultant is unable to perform the duties as described in the B.I.G. Leader training program, Consultant shall notify an agent of Company immediately so that alternate provisions can be made.

Acknowledgment of Ownership

B.I.G. Leaders acknowledge that (a) B.I.G. is the owner of the Materials and all related goodwill, and (b) all use of the Materials under this Agreement and any goodwill accruing from such use will inure solely to the benefit of B.I.G. If Leader acquires any rights in the Materials, by operation of law or otherwise, Leader hereby irrevocably assigns such rights to B.I.G. without further action by any of the parties. Leader agrees not to dispute or challenge, or assist any Person in disputing or challenging, B.I.G.’s rights in and to the Materials or the validity of the Materials.

Restrictions

B.I.G. Leaders agrees that it shall not, during the Term or thereafter, directly or indirectly: (a) take, omit to take, or permit any action which will or may dilute the Materials or tarnish or bring into disrepute the reputation of or goodwill associated with the Materials or B.I.G., or which will or may invalidate or jeopardize any registration of the Materials; or (b) apply for, or obtain, or assist any Person in applying for or obtaining any registration of the Materials, or any trademark, service mark, trade name, or other indicia confusingly similar to the Materials in any country.

Protection of the Materials.

(a) Notification. B.I.G. Leader shall maintain any copies of the Materials within Leaders possession, custody, or control under first-class conditions and shall take all measures specified by B.I.G. to protect and safeguard the Materials. Leader shall immediately notify B.I.G. in writing with reasonable detail of any: (i) actual, suspected, or threatened infringement of the Materials; (ii) actual, suspected, or threatened claim that use of the Materials infringes the rights of any third party; or (iii) any other actual, suspected, or threatened claim to which the Materials may be subject.

Confidential Information.

Each party hereto shall hold in trust for the other party hereto and shall not disclose to any non-party to this Agreement, any confidential information of such other party. Confidential information is information which relates to each member associated with B.I.G. and each member’s personal information such as name, address, email address, bank and credit card information, research, development, trade secrets or business affairs, but does not include information which is generally known or easily ascertainable by the general public.

This agreement of confidentiality is necessary to build a relationship of trust between the parties, as well as between Company and its customers.

Consultant hereby acknowledges that during the performance of this Agreement, Consultant may learn or receive confidential Company and customer information, including but not limited to customers’ personal and contact information (names, addresses, bank and credit card information and identity), and information about Company’s and customers’ business and personal situations, personalities, and other characteristics. Consultant hereby confirms that all such information relating to Company and customers will be kept confidential by the Consultant, except to the extent that such information is required in order to enable Consultant to perform Consultant’s contractual obligation.

Covenant Not to Compete.

Consultant acknowledges that during the course of providing Services, Consultant may have frequent and significant personal contacts with customers, suppliers and vendors of Company and that Consultant may develop personal relationships with those customers, suppliers and vendors, and that Consultant may develop knowledge of the Company’s business and business methods that would enable Consultant to compete unfairly with Company. This proprietary information may not be used by the Consultant for the benefit of the Consultant or any third party without the prior written consent of the Company.

Therefore, Consultant agrees that, during the term of this Agreement and for a period of One (1) year from the date of termination of this Agreement, Consultant will not in any way use the above-mentioned proprietary information.

Agreement Not to Solicit Employees of Company.

Consultant agrees that Consultant will not attempt in any way, shape or form to entice existing Company employees or consultants to join another competitor(s) or to have them enter Consultant’s own employ, up to and including One (1) year from the termination of this Agreement.

Consultant represents that in accepting contractual assignments with Company, Consultant is not violating any obligation owed to any former employer or hiring party.

Company may enforce this paragraph by a suit for injunctive relief and/or an action for damages in a court of law.

Complete Agreement.

This Agreement contains the entire agreement between the parties hereto with respect to the matters covered herein. No other agreements, representations, warranties or other matters oral or written, purportedly agreed to or represented by or on behalf of Consultant by any of its employees or agents, or contained in any sales materials or brochures, shall be deemed to bind the parties hereto with respect to the subject matter hereof. This Agreement supersedes any and all other previously written and distributed, prior to the Effective Date. Company acknowledges that it is entering into this Agreement solely on the basis of the representations contained herein.

Applicable Law.

This Agreement shall be construed in accordance with the internal laws of the state of New Jersey without regard to such state’s choice of law rules.

Scope of Agreement.

If the scope of any of the provisions of the Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and the parties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such provisions of this Agreement shall not thereby fail, but that the scope of such provisions shall be curtailed only to the extent necessary to conform to law.

Severability.

In case any provision of this Agreement shall in any respect be declared invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other term or condition of this Agreement, and this Agreement shall be interpreted as though such illegal, unenforceable or invalid term or condition were not a part hereof.

Assignment.

This Agreement may not be assigned by either party without the prior written consent of the other party. Except for the prohibition on assignment contained in the preceding sentence, this Agreement shall be binding upon and inure to the benefit of the respective heirs, successors and assigns of the parties hereto.

Counterparts and Facsimile Signatures.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which if taken together shall constitute one and the same Agreement. Signatures transmitted by facsimile, e-mail or other electronic means shall be binding upon the parties.

Notices

Notices to Consultant should be sent to:
(consultant’s address of record)

Written Notices to Company should be mailed to:

Tara Gilvar
Business Ideas Group (B.I.G.)
1050 Longboat Club Road, Unit 802
Longboat Key, FL 34228