1. They are an Independent Contractor (IC) working within the policies and procedures and terms as outlined by Blue Hawk Exchange (Company).
2. They have discussed the detailed terms and conditions of contracted work with an authorized representative of COMPANY.
3. They are a legal citizen(s) or has been granted legal status to be contracted within the United States, and does not engage in illegal drug use and agree to random drug testing.
4. That the overall spirit of this agreement is for the two parties to combine their resources, intellect and energies to help mutually expand their current enterprises in a direction that helps all to better flourish and prosper.
5. They will be treated and known as an Independent Contractor in compliance with IRS and any other pertinent governmental regulations and will receive a 1099 at years end for income reporting purposes.

 

Definitions & Terms

Company Client: A new Client (Property Owner) brought to the IC by Company (Blue Hawk), is a protected asset of the Company for any and all legal purposes.  Non Compete and Confidentiality clauses apply. The IC agrees to represent the Company as such with all interactions with each and every Client.  For example, any new referrals or extra services for the Client would follow Company compensation guidelines.

IC Client: On the other hand, if the IC brings a new Client (Property Owner) to the Company (Blue Hawk), for other Company services, the Client would be a protected asset of the IC for any and all legal purposes.  Non Compete and Confidentiality clauses apply. The Company agrees to represent the IC as such with all interactions with each and every IC Client.  For example, the IC would have First Right of Refusal (FROR) for additional similar services to said Client that the IC provides.  IC would also receive the Referral Agent compensation for any additional services the IC Client might receive via Company other service providers.

UPV: Unique Project Value (UPV) is the dollar value that all Blue Hawk compensation is based upon.  The UPV is calculated on a normal price points for a service to a property owner less the Blue Hawk negotiated COGS (Costs of Good Sold) with a provider, contractor, sub contractor, etc.

LOI: An initial LOI (Letter of Intent) outlining the basic price points between Blue Hawk and a service provider.

Wholesale Price Menu: A more detailed written agreement between Blue Hawk and a provider related to their various price points for services.  Since Blue Hawk will be doing specific sales, marketing, quality control, project management and client relations with each of the Blue Hawks clients, this saves a tremendous amount of time for the service provider allowing them to provide wholesale price structures to Blue Hawk.  Blue Hawk can then provide fair retail price points to the Blue Hawk clients and receive a percentage margin for doing these functions.  That margin is the UPV as described above.

Final Pricing Decisions: The Blue Hawk Board of Directors will meet regularly to adjust the BLUE HAWK Wholesale and Retail Price Lists and UPV’s as needed to ensure profitability and viability for BLUE HAWK, Contracted Entities, Service Providers, Agents, Executives, etc.

IC Projects:  Each individual project provided by Blue Hawk, and accepted by IC, will have a specific written bid or proposal with terms as needed.  In this way, each project will stand on its own merit along with any attached risk or liability to both parties.  IC agrees that each project will be its own contract and treated as such in any potential legal matters.

IC Agent Sales: If so desired, for services they do not provide to Blue Hawk, each IC may earn commission income off of new referrals or personal sales as outlined within the BLUE HAWK Sales & Compensation & Leadership Program. See website for more details.

Training: Approved IC’s are eligible to receive advanced business, sales and management training courses. See TampaTrainingCenters.com for more details.

Representation:   IC agrees to dress, act and represent COMPANY in an appropriate business / professional manner at all times. 

Compensation: IC agrees to the initial compensation as outlined above and IC also agrees that all pay, bonuses and compensation items are confidential in nature.  From time-to-time adjustments and modifications to compensation and pay calculations can be made with mutual agreement.  The IC will be bound by all new compensation Directives and Addendums automatically and may request modifications to addendums in writing if any disagreements exist.  

Communication:  IC understands and agrees to produce and communicate in alignment with the Company’s overall IC procedures and Client schedule flows to ensure clients ultimate satisfaction.

Liabilities: Both IC and Company agree to obey the laws of the land and each will carry a minimum legal insurances for the services each provide. IC agrees to take full responsibility for all accepted and contracted Company Client projects.

Equal Opportunity: IC understands that COMPANY is a supporter of Equal Opportunity.  COMPANY does not discriminate based on race, color, religion, sex, age, national origin.  COMPANY’S position is that sexual harassment is a form of misconduct that undermines the integrity of the employment relationship.  IC understands that all Company Staff, Executives, Owners, IC’s, Clients, etc. have the right to work or be in an environment free from all forms of discrimination and conduct which can be considered harassing, coercive, or disruptive, including sexual harassment.  IC understands that anyone engaging in harassing conduct will be subject to discipline, ranging from a warning to contract termination.

Official Company Policy IC understands that no IC of COMPANY has the authority to make any promises, agreements or form any contracts, whether verbal or written, which obligates the Company, its management and/or owners and which are not covered by any written official policy of COMPANY.

Mediation & Binding Arbitration of Disputes: IC understands and agrees that any claim of any nature whatsoever arising out of or connected with involvement with Company, including but not limited to contract termination, claims of age discrimination, sexual harassment, religious discrimination or civil rights violations, and arbitrary questions shall be resolved through a mutually agreed upon 3rd party licensed and local mediation company within the state of Florida.

Duties:  IC shall have but not be limited to the duties and responsibilities outlined in individual project agreements, procedures, policies, Agent compensation, etc.

Expenses: Company shall not be responsible for any expenses incurred by the IC that is not consistent with the Company’s policies and procedures or which is not approved in writing by Company in advance.

Other Contractors: If IC is not able to adequately expand his or her production, Company may replace IC or retain others as needed to get the production required for the Clients ultimate satisfaction.  Reasonable efforts will be made by Company to avoid this type of situation and if it arises, reasonable efforts will be made to mediate any compensation owed for work done to that point in time.

NON COMPETE In consideration of Company’s engagement and continued engagement of IC pursuant to this Agreement, IC agrees during the term of this IC Contract Agreement and for an indefinite period thereafter, IC will not engage directly or indirectly, in the sale, marketing, distribution or promotion of any goods to Company’s current or past clients or prospective clients that are competitive with the Companies Products.

Connections:  IC understands and agrees that the people, companies, vendors, executives, employees, clients, prospects, owners, etc. met through the Company and network are part and parcel of the Company Database.  Any NON Company business activities enjoined with the Company Database and the IC must be first approved in writing by the Company  Board.  Example: It would be bad manners and a violation of this agreement and Company policy for one IC to meet another Agent or IC through Company activities, and create a business relationship competing with the Company.  

Confidentiality: BE IT KNOWN that the Company has or shall furnish to the IC certain confidential information.  The IC agrees to hold all confidential or proprietary information or trade secrets (“information”) in trust and confidence and agrees that it shall be used only for the contemplated purpose, and shall not be used for any other purpose or disclosed to any third party under any circumstances whatsoever.  This would include but not be limited to:

1. The nature of the work performed by the IC requires discretion, trust and complete confidentiality.  Confidential Information consists of but is not limited to any and all proprietary information received by IC.  This could be verbal, written, telephone, or fax form and concern company finance, negotiations, policies and procedures, etc.
2. IC agrees to not disclose any information consistent with above descriptions to any person who is not a member of Company Board of Directors, Executive Council, staff or other third party unless said party or staff member has agreed to be bound by and executed a confidentiality agreement.  Disclosure by Company must be first approved.
3. No copies may be made or retained of any supplied information without written consent by Company.  It is understood that the IC shall have no obligation with respect to any information known by the IC or as may be generally known within the industry prior to date of this agreement, or that shall become common knowledge within the industry thereafter.
4. Company documents, files, computer data, etc. are the property of the Company.
5. IC agrees, upon termination of this agreement or request of Company, to return any and all confidential information held in IC’s possession.  Further, Company now states that no license has been granted IC for the use of any confidential information for any purpose.
6. IC understands that any disclosure of confidential information may result in immediate termination and legal remedy as determined by Company.  This agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns.
7. During the contracted period, and thereafter in perpetuity, IC shall not disclose to anyone any confidential information concerning Company, ICs or shareholders.  For the purposes of this Agreement, “Confidential Information” shall include any of Company’s confidential, proprietary or trade secret information that is disclosed to IC or IC otherwise learns in the course of employment such as, but not limited to, business plans, customer lists, financial statements, software diagrams, flow charts and product plans.  Confidential information shall not include any information which: is or becomes publicly available through no act of IC.

Agreement: This agreement constitutes the sole understanding of both parties about this subject matter and may not be amended or modified except by Company in written format.

Term: IC’s agreement shall commence at the acceptance of the IC Application by Company, and continue for an initial term of one year.  Thereafter, the agreement shall be automatically renewed in one year terms unless otherwise indicated by either party with written notice.   

Either party may terminate this agreement immediately in the event that the other party fails to perform any material obligation in this agreement.  A material breach of this Agreement by IC shall include, but is not limited to: making false, fraudulent or inappropriate statements about Company, ICs or products; engaging in any unethical, immoral or unprofessional conduct; low or contracting production on post; unsuccessful in getting self trained or apprenticed; or falsifying or misrepresenting any information to Company.

Separation:  Should either party choose to determine this Agreement is not workable during the initial term, this Agreement will be considered void after a sixty-day written notice and a real willingness and legitimate attempt to resolve any issues. If Agreement becomes void, Company continue to pay any owed monies generated from IC’s production for a period of ninety days.  Non-compete and non-competition clauses will not be adversely affected should this agreement become void.

Notices:  Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery service.

Governing Law:  This Agreement shall be construed and enforced in accordance with the laws of the State of Florida.

No Assignment: IC may not assign this agreement or any interest in this Agreement without the prior express written approval of Company, which may be withheld by Company at Company’s absolute discretion.

Severability:  If an arbitrator or court of competent jurisdiction finds any part of this IC Contract Agreement to be invalid or unenforceable, then this IC Contract Agreement holds that any remaining terms will remain in full force and effect as if such invalid or unenforceable term had never been included.