Member Founder Independent Contractor Agreement

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

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

AND

Contractor 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 Contractor as a "Member Founder" to promote the Platform, recruit new members and providers, and serve as a local brand ambassador.

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

Contractor agrees to perform the following services:

1. Promote the My Car Concierge platform through word-of-mouth, social media, networking, and community engagement
2. Refer potential members (vehicle owners) to register on the Platform using Contractor's unique referral link
3. Recruit qualified service providers to join the Platform
4. Provide local market feedback and insights to the Company
5. Represent the Company brand professionally and ethically
6. Attend virtual or in-person training sessions as reasonably requested

3.1. Provider Referral Commission: Contractor shall receive a commission equal to fifty percent (50%) of all bid pack purchases made by providers referred by Contractor through their unique referral link. This is a lifetime commission that continues for as long as the referred provider remains active on the Platform.

3.2. Provider Recruitment Bonus: Contractor shall receive a one-time bonus of fifty dollars ($50) for each verified provider recruited by Contractor who successfully completes their first paid job on the Platform.

3.3. Payment Terms: Commissions are calculated monthly and paid by the 15th of the following month for all qualified referrals from the previous month. Minimum payout threshold is $25. Payments below this threshold will accumulate until met.

3.4. Tracking: Referrals are tracked via Contractor's unique referral link. The Company's tracking system is the sole method for determining referral attribution.

3.5. Taxes: Contractor 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.

4.1. Contractor acknowledges and agrees that:

1. Contractor 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 Contractor's compensation
3. Contractor is not entitled to employee benefits, including but not limited to health insurance, vacation pay, sick leave, retirement benefits, or workers' compensation
4. Contractor controls the manner, method, and means of performing services, including work hours and location
5. Contractor may engage in other business activities and work for other companies
6. Contractor provides their own tools, equipment, and resources necessary to perform services

5.1. This Agreement is non-exclusive. Contractor 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

6.1. Contractor 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

6.2. This confidentiality obligation survives termination of this Agreement for a period of two (2) years.

7.1. The Company grants Contractor 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.

7.2. Contractor shall not modify Company trademarks or create derivative works without prior written approval.

7.3. Upon termination, Contractor shall immediately cease use of all Company intellectual property.

8.1. Contractor represents and warrants that:

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

9.1. Contractor 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. Contractor's breach of this Agreement
2. Contractor's negligence or willful misconduct
3. Contractor's violation of any law or regulation
4. Any claims related to Contractor's promotional activities

10.1. 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.

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

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

11.2. Termination at Will: Either party may terminate or suspend this Agreement at any time, for any reason or no reason, without prior notice. No cause or explanation is required.

11.3. Immediate Termination: The Company reserves the right to immediately terminate or suspend Contractor's participation without notice for any reason, including but not limited to:

1. Breach of any term of this Agreement
2. Fraud, dishonesty, or illegal conduct
3. Conduct that brings the Company into disrepute
4. Misrepresentation of the Company or its services
5. Violation of Company policies or guidelines
6. At the sole discretion of the Company

11.4. Effect of Termination: Upon termination:

1. Contractor 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. Contractor has no claim to future commissions or compensation

12.1. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, and agreements.

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

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

12.4. 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.

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

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

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

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

BY SIGNING BELOW, CONTRACTOR ACKNOWLEDGES THAT:

1. Contractor has read and understands this Agreement
2. Contractor has had the opportunity to consult with an attorney
3. Contractor voluntarily enters into this Agreement
4. Contractor is an independent contractor and not an employee
5. Contractor is responsible for their own taxes and insurance