PixelGR, LLC: Field Agent - Independent Contractor Agreement

Version 3.11

This Independent Contractor Agreement (the "Agreement") is entered into by and between PixelGR, LLC (the "Company"), a limited liability company organized under the laws of the State of Texas, with its principal place of business at 2150 S Central Expy STE 200, McKinney, TX 75070, and the Field Agent (the "Contractor") whose name and contact information are provided in the designated fields of this form and are incorporated herein by reference.

1. Services

Field Agent agrees to provide lead generation, customer acquisition, and sales support services for Company's digital marketing solutions on an independent contractor basis.

2. Compensation

2.1 Commission Structure: Field Agent shall receive 15% commission on net revenue from sales directly attributed to Field Agent's efforts.

2.2 Payment Terms: Daily Payout Program: Commission payments made same-day upon transaction clearing, subject to Company's verification and fraud prevention procedures.

2.3 Expenses: Field Agent responsible for all business expenses unless pre-approved in writing.

3. Independent Contractor Status

Field Agent is an independent contractor, not an employee. Field Agent controls methods of performing services, maintains separate business operations, and bears responsibility for taxes and business expenses.

4. Term and Termination

4.1 Term: Agreement effective upon signature, continuing until terminated by either party.

4.2 Termination: Either party may terminate with or without cause upon written notice. Termination does not affect earned but unpaid commissions.

5. Performance Standards

5.1 Professional Conduct: Maintain professional standards in all client interactions and Company representation.

5.2 Compliance: Comply with all applicable laws, regulations, and Company policies.

6. Authority and Limitations

6.1 Limited Authority: Field Agent authorized only for lead generation and initial client contact using Company-approved materials.

6.2 Authority: Limited to sales using pre-approved templates/Standard Terms; no other binding authority.

6.3 Other Clients: Permitted if no conflict.

6.4 Tools and Resources: Field Agent responsible for all costs; optional Company tools/marketing materials require pre-approval and exclusive PixelGR branding.

7. Confidentiality and Non-Disclosure

Field Agent agrees to:

• Maintain strict confidentiality of all Confidential Information indefinitely
• Not disclose Confidential Information to third parties without written consent
• Use Confidential Information solely for performance of Services
• Return or destroy all Confidential Information upon termination

8. Non-Compete, Non-Solicitation, and Non-Raid

For a period of one (1) year following termination:

• Field Agent shall not directly compete with Company's web services business
• Field Agent shall not solicit Company's customers for competing services
• Field Agent shall not recruit, hire, or attempt to hire Company employees

9. Intellectual Property

All Work Product created in performance of Services shall be considered work-for-hire owned by Company. Field Agent assigns all rights, title, and interest in Work Product to Company.

10. Data Privacy

Field Agent shall comply with all applicable data privacy laws including GDPR, CCPA, and state privacy regulations. Field Agent shall implement appropriate security measures and promptly report any suspected data breaches.

11. Non-Disparagement

Both parties agree not to make disparaging statements about each other that could harm business reputation or relationships.

12. Representations and Warranties

Field Agent has full authority to enter this Agreement and performance will not violate any other agreements. All information provided to Company is accurate and complete.

13. Indemnification

Field Agent shall indemnify Company against claims arising from Field Agent's negligence, misconduct, or breach. Company shall indemnify Field Agent against claims arising from Company's negligence or breach.

14. Force Majeure

Neither party liable for delays caused by circumstances beyond reasonable control, including natural disasters, government actions, or other unforeseeable events.

15. Dispute Resolution

Disputes resolved through binding arbitration under American Arbitration Association Commercial Rules, with proceedings in Dallas County, Texas.

16. Miscellaneous

This Agreement constitutes the entire agreement, may only be modified in writing, and shall be governed by Texas law. If any provision is unenforceable, remainder remains in effect.

17. Acknowledgment

By signing below, both parties acknowledge they have read, understood, and agree to be bound by all terms and conditions of this Independent Contractor Agreement.