Independent Contractor Agreement

 

Independent Contractor Agreement (Simplified) – eSign

Parties: DROPSHIPEE LLC, a Georgia limited liability company (the “Company”), and the individual identified below (the “Sales Representative” or “Representative”).
Company Address: 2911 GREYHAWK LN, CUMMING, GA 30040, USA   •   Contact: dropshipee@gmail.com
Commercial terms (commission, payment/payout schedule, service fees) will be defined in a signed Addendum and form part of this Agreement.
Agreement Summary

  • Independent Contractor: Sales Representative is an independent contractor, not an employee, agent, or partner; no employee benefits/workers’ compensation/unemployment. Representative is solely responsible for own taxes, insurance, permits, and filings, and shall indemnify the Company against liabilities arising from non-compliance.
  • Limitation of Liability: Company not liable for injuries, accidents, or losses in Representative’s activities; Representative assumes safety, compliance, and insurance responsibility. No indirect, incidental, consequential, punitive, or special damages. Company’s total liability is capped at commissions actually paid in the prior three (3) months preceding the claim.
  • Territory & Scope: To be defined in an Addendum. No exclusivity unless explicitly granted in writing.
  • Pricing Control: Company controls all pricing; no unauthorized discounts, markups, coupons, cashbacks, bundles, or third-party reselling without prior written approval. Company may change prices at its sole discretion.
  • Website & IP: Company owns all products, brands, websites, domains, content, and data. Representative receives a limited, revocable, non-exclusive license solely during the term.
  • Customization: With prior Company approval, Representative may optimize layout/titles/descriptions/language for local markets. Company has final approval and may revoke changes. Do not change price, color, size, weight, SKU/barcode, or inventory. Unauthorized changes may result in immediate termination.
  • No IP Infringement: The Sales Representative shall not use any third-party trademarks, brand names, or intellectual property in product copy, SEO, advertising, or marketing, and shall ensure that all promotional content is compliant with applicable laws and does not infringe any third-party intellectual property rights. The Sales Representative shall indemnify, defend, and hold harmless the Company from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any actual or alleged infringement or misuse of intellectual property by the Sales Representative.
  • Sales Representative’s Own Brand: Private-label allowed only with mutual agreement and prior approval. All labels/packaging must comply with applicable laws and regulatory requirements. The Company shall not be liable for any claims, damages, or liabilities arising from the Representative’s own brand and its branding activities, including but not limited to trademark infringement, labeling errors, or regulatory non-compliance.
  • Non-Disparagement: No false, misleading, or disparaging statements about the Company, its products, or personnel.
  • Confidentiality : Keep all non-public information confidential; return/destroy upon request; limited disclosure exceptions; obligations survive two (2) years. Company may seek injunctive relief and damages.
  • Commissions & Adjustments: Defined in a signed Addendum. Commissions are earned only after full payment is received from the end customer, with no refund/chargeback, and the transaction is valid under this Agreement. Commissions exclude taxes, shipping, refunds, chargebacks, and fraud. Company may offset such amounts against future payouts. Company’s records control commission calculations. Disputes must be submitted within fifteen (15) days. Properly earned and payable pre-termination commissions are settled per the Company’s standard payout schedule.
  • Termination: Either party may terminate with fourteen (14) days’ written notice by email. For curable breaches, Company may grant a five (5) day cure period before termination for cause. Company may terminate immediately for cause (e.g., confidentiality/IP breach, pricing violations, non-payment, disparagement, unauthorized modifications) or without cause upon notice as stated. Representative is not entitled to damages or compensation due to termination beyond valid earned commissions payable under the Addendum.
  • Notices & Address Changes: Notices to the Company shall be sent to dropshipee@gmail.com. Notices to the Sales Representative shall be sent to the email address provided in this Agreement or the most recent email address subsequently provided by the Sales Representative to the Company. Notices are deemed effective when sent. Failure to update contact details does not invalidate notice.
  • Privacy & Data Protection: The Sales Representative shall comply with all applicable data protection and privacy laws in the countries where sales occur and in the countries targeted by marketing or promotional activities, including but not limited to the GDPR, CCPA, and the Australian Privacy Act. The Sales Representative shall not collect, process, or use any personal data beyond what is strictly necessary for the performance of this Agreement, and shall indemnify and hold harmless the Company against any claims, liabilities, or costs arising from non-compliance.
  • Advertising Compliance: The Sales Representative shall comply with all applicable advertising, marketing, and consumer protection laws in the countries where sales occur and in the countries targeted by marketing or promotional activities, including but not limited to U.S. FTC guidelines, EU consumer directives, Australian Consumer Law, and applicable anti-spam rules (e.g., CAN-SPAM). The Sales Representative bears sole responsibility and liability for any violations.
  • Non-Exclusivity & No Assignment: Non-exclusive. Representative shall not assign, subcontract, delegate, or bind the Company without prior written consent.
  • Governing Law & Venue: This Agreement is governed by the laws of the State of Georgia, USA, without regard to conflict-of-law principles. Any disputes shall be brought exclusively in the state or federal courts located in Georgia, USA. The Sales Representative consents to the personal jurisdiction and venue of such courts.
  • Future Terms: Any commercial terms (including commission, payment/payout schedule, service fees), any other related matters, future amendments, or matters not otherwise specified herein, shall be defined in a signed Addendum, which shall form an integral part of this Agreement.
By checking this box and signing, the Sales Representative consents to electronic records and signatures, confirms the ability to access and retain records, and agrees that this e-signature has the same legal effect as a hand-written signature under applicable law.
Sign using mouse, trackpad, or touch.
Company: DROPSHIPEE LLC • 2911 GREYHAWK LN, CUMMING, GA 30040, USA   •   Email: dropshipee@gmail.com
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