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Independent Sales Associate Contractor Agreement

This Independent Sales Associate Contractor Agreement (Agreement) is entered

into this ____ day of ______________, 20__, by and between TWM Direct Mail, LLC
DBA Money Mailer of Henderson a franchisee of “Money Mailer, LLC (Corporation)
12131 Western Avenue Garden Grove, CA 92841, and
_________________________________________, an Independent Sales Associate
Contractor (Contractor), in consideration of the mutual promises made herein, as follows:

I. Terms of Agreement

This Agreement will become effective on the ______ day of _______________,

20__, and will continue in effect for 90 days hence. At that time parties will meet to
determine if agreement will be extended an additional 90 days. After which time, if the
parties mutually agree, this contract will renew for 6 months.

2nd 90-day renewal date: ___________________________________________________

6 month renewal date: _____________________________________________________

Services to be Rendered by Contractor

Contractor agrees to sell directly or by phone advertising to be placed in the

Money Mailer Envelopes or solo postcards. Contractor further agrees that all expenses
incurred by Contractor, in furtherance of this Agreement, shall be borne by the Contractor

The Contractor agrees to indemnify TWM Direct Mail, LLC. for any expenses or
costs incurred by the TWM Direct Mail, LLC, including attorney’s fees, relating to any
act of negligence, claim, or misconduct of the Contractor.

Method of Performing Services

Contractor can determine the methods, details, and means of performing sales and
client and account services. TWM Direct Mail, LLC. can assist in imparting methods
found to be successful in these endeavors.

TWM Direct Mail, LLC may provide sales leads from time to time. The
Contractor agrees to provide feedback to the TWM Direct Mail, LLC regarding those
sales leads and other prospects Contractor has contacted in a timely manner.

1 Ind. Contractor Initials_____


In consideration for the services to be performed by Contractor, TWM Direct

Mail, LLC agrees to pay Contractor based on the attached commission schedule (Money
Mailer of Henderson Sales Commission Schedule). Contractor will be paid commission
upon receipt of monies from TWM Direct Mail, LLC’s clients generated by Contractor.
Contractors are qualified for commissions only as long as this agreement is in effect.
Corporation will report all of Contractor’s income via IRS form 1099.

Tools and Instruments

Contractor will supply all tools, equipment, and supplies required to perform the
services under this Agreement. TWM Direct Mail, LLC can supply sales binders, inserts
and business cards consistent and required by Money Mailer, LLC. of which Corporation
is a franchisee.

Contractor acknowledges that: (1) Money Mailer’s products and services are
highly specialized items; (2) the identity and particular needs of Money Mailer and
Company’s customers are not generally known in the direct mail advertising industry; (3)
Money Mailer and Company, have a proprietary interest in the identity of their customers
and customer lists; (4) Money Mailer has a large amount of time, money and effort
invested in the trademarks, logotypes, franchised system and goodwill of “Money
Mailer”; and (5) documents and information regarding the “Money Mailer” methods of
advertising sales, franchising, production, pricing, costs and specialized solicitation and
servicing of customers are highly confidential and constitute trade secrets.

Corporation will provide a “Do Not Call List”, which will be revised on a regular
basis to Contractor.

Workers’ Compensation

Contractor agrees to provide workers' compensation insurance for the Contractor

and agrees to hold harmless and indemnify Corporation for any and all claims arising out
of any injury, disability, or death of the Contractor.

Obligations of Corporation

TWM Direct Mail, LLC. agrees to meet the terms of all reasonable requests of
Contractor necessary to the performance of Contractor's duties under this Agreement.

2 Ind. Contractor Initials_____


Neither this Agreement nor any duties or obligations under this Agreement may
be assigned by TWM Direct Mail, LLC or Contractor without the prior written consent of
Contractor and TWM Direct Mail, LLC.

Termination of Agreement.

Notwithstanding any other provisions of this Agreement, either party hereto may
terminate this Agreement at any time by giving written notice to the other party.

Covenant Not to Compete

The Contractor agrees that it will be exposed to confidential sales materials, lists
of customers, forms, and sales techniques that, if disclosed, would cause irreparable harm
and damages to TWM Direct Mail, LLC and Money Mailer, LLC.

During the term of this agreement, Contractor had access to and became familiar
with various trade secrets and confidential information of Money Mailer and Company,
including but not limited to the documents and information essential in performing sales,
and client and account services.

The Contractor further agrees not to enter into any competitive business
relationships directly or indirectly as an owner, agent, or independent contractor in Clark
County, Nevada for the period of one year after termination of this Agreement.

II. General Provisions


Any notices to be given hereunder by either party to the other may be affected
either by personal delivery or by mail, registered or certified, postage prepaid with return
receipt requested. Mailed notices shall be addressed to the parties at the addresses
appearing in the introductory paragraph of this Agreement, but each party may change
that address by written notice in accordance with this paragraph. Notices delivered
personally shall be deemed communicated as of the date of actual receipt; mailed notices
shall be deemed communicated as of three (3) days after the date of mailing.

3 Ind. Contractor Initials_____

Entire Agreement

This Agreement supersedes any and all other agreements, either oral or in writing,
between the parties hereto with respect to the performance of services by Contractor for
TWM Direct Mail, LLC, and contains all of the covenants and agreements between the
parties with respect to the rendering of such services in any manner whatsoever. Each
party to this Agreement acknowledges that no representations, inducements, promises, or
agreements, orally or otherwise, have been made by any party, or anyone acting on behalf
of any of the parties, which are not embodied herein, and that no other agreement,
statement, or promise not contained in this Agreement shall be valid or binding. Any
modification of this Agreement will be effective only if it is in writing signed by the party
to be charged.

Partial Invalidity

If any provision of this Agreement is held by a court of competent jurisdiction to

be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in
full force without being impaired or invalidated in any way.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws
of the State of Nevada.

TWM Direct Mail, LLC. DBA Money Mailer of Henderson,

By _____________________________________ Date: ___________________

Independent Sales Associate,

By Date:

4 Ind. Contractor Initials_____

Money Mailer of Henderson Sales Commission
Base Commission Rate: (4 or 8-Mailing Agreement signed*)
Zone Charge (Postage) – Printing – Art – Cross Sale = Margin divided by 2 =
Commission (50% of Gross Profit Margin)

Other Commissions/Bonuses:
• $50 for each new client above 5 new clients* in a given mailing cycle
• $5 per zone sold for all zones in excess of 50 zones sold
• $10 per zone sold for all zones in excess of 100 zones sold

Postcard or Print Only Sales:

The same calculation as Base Rate, but 50% GPM. Reason: There is often an inordinate
amount of administrative work to complete Solo or Print Only orders.

When Paid:
Commissions effective end of week when money is collected. Paid by following

Charge-backs, Bad Checks or Credits back to client:

• If a client check bounces, or a credit card charge be reversed, commissions paid will be
deducted from future commissions due.
• If bad sales communication results in a client requesting an ad credit or refund, then the
sales commission plus printing & art costs will be reversed from future commissions due.
This means when an ad that is incorrectly printed & mailed has to be credited as a result
of an error on the part of the sales person, the cost will be born by the sales person. This
is a case-by-case basis policy.

Other Situations:
If anything has been ‘missed’ on this sheet, we will talk it out & be fair about the


___________________________ ___________ ___________________________

Independent Contractor Date Money Mailer owner

This Commission structure subject to annual renegotiation 1 year from agreement date.

5 Ind. Contractor Initials_____