Founding Partner Independent Contractor Agreement

This Founding Partner Independent Contractor Agreement ("Agreement") is entered into by and between:

My Car Concierge LLC ("Company")
Address: _______________________

AND

Partner Name: _______________________
Business Name: _______________________
Address: _______________________
Email: _______________________
Phone: _______________________

1.1. The Company operates an automotive service marketplace platform connecting vehicle owners with service providers ("Platform").

1.2. The Company engages Partner as a "Founding Partner" to provide services on the Platform, recruit new providers, and serve as an elite local brand ambassador.

1.3. Partner is an independent contractor and NOT an employee, partner, agent, or joint venturer of the Company. Nothing in this Agreement creates an employment relationship, partnership, or agency.

1.4. Partner has no authority to bind the Company, enter into contracts on behalf of the Company, or create any obligations for the Company.

To maintain Founding Partner status, Partner must:

1. Be an approved Founding Provider in good standing on the Platform
2. Be an approved Founding Member (Member Founder) with an active referral code
3. Maintain a provider rating of 4.0 stars or above
4. Complete at least one (1) service job per quarter through the Platform
5. Remain in compliance with all Platform terms and policies

2.2. If Partner loses either Founding Provider or Founding Member status, commission rates will revert to the applicable single-tier rate until both statuses are restored.

Partner agrees to perform the following services:

1. Provide automotive services to members through the Platform as a Founding Provider
2. Recruit qualified service providers to join the Platform using Partner's unique referral link
3. Promote the My Car Concierge platform through word-of-mouth, social media, networking, and community engagement
4. Provide local market feedback and insights to the Company
5. Represent the Company brand professionally and ethically
6. Mentor new providers on Platform best practices when reasonably requested
7. Attend virtual or in-person training sessions as reasonably requested

Benefit / Commission	Value	Description
Unlimited Bid Packs	1 YEAR FREE	Unlimited bid credits for the first 12 months; 50% off after
Affiliated Provider Bid Pack Sales	50%	Lifetime commission on all bid packs purchased by providers you referred
Platform Service Fee Share	10%	Share of Platform fees from jobs completed by your referred providers
Provider Recruitment Bonus	$100	One-time bonus when referred provider completes first paid job

4.1. Bid Pack Commission: Partner shall receive a commission equal to fifty percent (50%) of all bid pack purchases made by providers referred by Partner through their unique referral link. This commission applies for the lifetime of the referred provider's active status on the Platform.

4.2. Platform Fee Share: Reserved for future use. There is currently no platform fee charged on completed jobs.

4.3. Provider Recruitment Bonus: Partner shall receive a one-time bonus of one hundred dollars ($100) for each verified provider recruited by Partner who successfully completes their first paid job on the Platform.

4.4. Lifetime Commissions: Founding Partner commissions on affiliated provider bid pack purchases continue for the lifetime of the referred provider's active participation on the Platform, subject to Partner maintaining Founding Partner status.

4.5. Payment Terms: Commissions are calculated monthly and paid by the 15th of the following month. Minimum payout threshold is $25. Payments below this threshold will accumulate until met. Partner may elect to receive payments via Stripe Connect, PayPal, Venmo, Zelle, bank transfer, or check.

4.6. Tracking: Referrals are tracked via Partner's unique referral code and link. The Company's tracking system is the sole method for determining referral attribution.

4.7. Taxes: Partner is solely responsible for all taxes, including federal, state, and local income taxes, self-employment taxes, and any other applicable taxes. The Company will issue a Form 1099-NEC if payments exceed $600 in a calendar year.

In addition to enhanced commission rates, Founding Partners receive:

1. Unlimited Bid Packs (First Year): Partner receives unlimited bid credits for the first twelve (12) months from the Effective Date of this Agreement. After the first year, standard bid pack pricing applies with a 50% Founding Partner discount.
2. Priority Support: Dedicated support channel with faster response times
3. Founding Partner Badge: Exclusive purple crown badge displayed on profile and in search results
4. Early Access: First access to new Platform features and programs
5. Advisory Role: Invitation to provide input on Platform development and policies
6. Marketing Support: Featured placement in local market promotions when available
7. Network Access: Access to Founding Partner network events and communications

6.1. Partner acknowledges and agrees that:

1. Partner is engaged as an independent contractor and not as an employee
2. The Company will not withhold taxes, Social Security, Medicare, or any other payroll deductions from Partner's compensation
3. Partner is not entitled to employee benefits, including but not limited to health insurance, vacation pay, sick leave, retirement benefits, or workers' compensation
4. Partner controls the manner, method, and means of performing services, including work hours and location
5. Partner may engage in other business activities and work for other companies
6. Partner provides their own tools, equipment, and resources necessary to perform services

7.1. This Agreement is non-exclusive. Partner may promote or work with other businesses, provided such activities do not:

1. Create a conflict of interest with the Company
2. Involve disclosure of the Company's confidential information
3. Directly compete with the Company during the term of this Agreement

8.1. Partner agrees to keep confidential all non-public information about the Company, including but not limited to:

1. Business strategies, plans, and financial information
2. Customer and provider data
3. Commission structures and internal pricing
4. Technology, algorithms, and proprietary systems
5. Any information marked as confidential
6. Founding Partner program details and rates

8.2. This confidentiality obligation survives termination of this Agreement for a period of three (3) years.

9.1. The Company grants Partner a limited, non-exclusive, revocable license to use Company trademarks, logos, and marketing materials solely for the purpose of promoting the Platform as authorized under this Agreement.

9.2. Partner shall not modify Company trademarks or create derivative works without prior written approval.

9.3. Upon termination, Partner shall immediately cease use of all Company intellectual property.

10.1. Partner represents and warrants that:

1. All information provided to the Company is accurate and complete
2. Partner will comply with all applicable federal, state, and local laws
3. Partner will not make false, misleading, or deceptive claims about the Company or Platform
4. Partner will not engage in spam, unsolicited communications, or violations of anti-spam laws
5. Partner has the legal capacity to enter into this Agreement
6. Partner maintains all required business licenses and insurance for their service business

11.1. Partner agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

1. Partner's breach of this Agreement
2. Partner's negligence or willful misconduct
3. Partner's violation of any law or regulation
4. Any claims related to Partner's promotional or service activities
5. Any claims arising from services provided by Partner on the Platform

12.1. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE CAUSE OF ACTION OR THE FORM OF LEGAL THEORY.

12.2. The Company's total liability under this Agreement shall not exceed the total commissions paid to Partner in the twelve (12) months preceding the claim.

13.1. Term: This Agreement commences on the Effective Date and continues until terminated by either party.

13.2. Termination at Will: Either party may terminate this Agreement at any time, for any reason or no reason, with thirty (30) days written notice.

13.3. Immediate Termination: The Company reserves the right to immediately terminate or suspend Partner's participation without notice for:

1. Material breach of any term of this Agreement
2. Fraud, dishonesty, or illegal conduct
3. Conduct that brings the Company into disrepute
4. Provider rating falling below 3.5 stars
5. Misrepresentation of the Company or its services
6. Violation of Company policies or guidelines

13.4. Effect of Termination: Upon termination:

1. Partner shall immediately cease all promotional activities and use of Company materials
2. Company shall pay all earned commissions for qualified referrals made before termination, subject to verification
3. Confidentiality and indemnification obligations survive termination
4. Partner has no claim to future commissions or compensation after termination
5. Founding Partner badge and benefits will be removed from Partner's profile

14.1. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, and agreements, including any prior Member Founder or Provider agreements which are merged into this Agreement.

14.2. Amendment: This Agreement may only be modified by written agreement signed by both parties.

14.3. Governing Law: This Agreement shall be governed by the laws of the State of [STATE], without regard to conflicts of law principles.

14.4. Dispute Resolution: Any disputes shall first be attempted to be resolved through good-faith negotiation. If unresolved after thirty (30) days, disputes shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association.

14.5. Severability: If any provision is found unenforceable, the remaining provisions shall remain in full force and effect.

14.6. Waiver: Failure to enforce any right under this Agreement shall not constitute a waiver of that right.

14.7. Notices: All notices shall be in writing and delivered by email to the addresses provided above.

14.8. Assignment: Partner may not assign this Agreement without the Company's prior written consent.

BY SIGNING BELOW, PARTNER ACKNOWLEDGES THAT:

1. Partner has read and understands this Agreement
2. Partner has had the opportunity to consult with an attorney
3. Partner voluntarily enters into this Agreement
4. Partner is an independent contractor and not an employee
5. Partner is responsible for their own taxes and insurance
6. Partner currently holds both Founding Provider and Founding Member status
7. Partner understands that commission rates may revert if either status is lost