Independent Contractor Agreement


SYMMETRY FINANCIAL GROUP
INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (this “Agreement”) is entered into effective as of the date set forth on the signature page hereto (the “Effective Date”), by and between Symmetry Financial Group, LLC, a Delaware limited liability company (the “Company”), and the individual whose name is signed to the signature page hereto under “CONTRACTOR” (the “Contractor”). Each of the Company and the Contractor may be referred to herein individually as a “Party” and collectively as the “Parties.”

A. The Company is an insurance marketing organization that engages independent contractor insurance agents to sell life insurance and related products for the various insurance carriers with whom the Company works (the “Carriers”).

B. The Company has invested and is continuing to invest significant sums to develop a customized and proprietary customer relationship management, lead management and allocation, compensation management, and sales management platform with a producer self-service portal (the “Proprietary Sales Software”) for the Company’s independent contractors to use to manage every aspect of their independent sales businesses and agencies.

C. The Contractor desires to sell or continue selling life insurance and related products on behalf of the Company for the Company’s Carriers, as an independent contractor of the Company, and to be given access to use the Proprietary Sales Software at no charge to the Contractor.

D. The Company is willing to allow the Contractor to sell or continue selling life insurance and related products on behalf of the Company for the Company’s Carriers, as an independent contractor of the Company, and to give the Contractor access to use the Proprietary Sales Software as soon as it is available, at no charge to the Contractor, on the terms and conditions contained herein and during the term of this Agreement.

E. The Company has also invested and is continuing to invest significant sums in ongoing sales training and Carrier product training for the Company’s independent contractor insurance agents.

F. The Contractor desires to utilize that sales training and Carrier product training going forward in connection with the Contractor’s work for the Company.

G. The Company is willing to allow the Contractor to utilize that sales training and Carrier product training going forward, in connection with the Contractor’s work for the Company, on the terms and conditions contained herein and during the term of this Agreement.

H. The Company has also invested and is continuing to invest significant sums in the Company’s sales leads and its lead programs, which leads the Company makes available to independent contractor insurance agents at a substantial discount to the price those sales leads actually cost the Company to generate or acquire.

I. The Contractor desires to utilize those sales leads going forward.

J. The Company is willing to make those leads available to the Contractor going forward, in connection with the Contractor’s work for the Company, on the terms and conditions contained herein and during the term of this Agreement.

K. The Company has also invested and is continuing to invest significant sums in the Company’s various incentive bonus programs for the Company’s independent contractor insurance agents.

L. The Contractor desires to participate or continue to participate in the Company’s incentive bonus programs.

M. The Company is willing to allow the Contractor to participate or continue to participate in the Company’s incentive bonus programs (subject to applicable qualification criteria), in connection with the Contractor’s work for the Company, on the terms and conditions contained herein and during the term of this Agreement.

N. The Parties are entering into this Agreement to provide the terms and conditions pursuant to which the Contractor will provide the Services (as defined below), and the Company will make the items/services described above available to the Contractor in connection therewith.

NOW THEREFORE, in consideration of the foregoing and the respective covenants, agreements and undertakings of the Parties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1. Recitals. Each of the Company and the Contractor acknowledge and agree with the recitals set forth above, which are hereby incorporated into and made a part of this Agreement.

2. Performance of Services.

(a) The Contractor agrees to sell life insurance and related products on behalf of Company for the Company’s Carriers and to perform the customary services of an insurance agent, including, but not limited to, setting and scheduling sales appointments, completing and submitting insurance applications, delivering approved policies, and returning delivery receipts to the Company (the “Services”). The Contractor shall determine the method, details, and means of performing the Services.

(b) The Contractor may, at the Contractor’s own expense, employ such assistants as the Contractor deems necessary to perform the Services. The Parties acknowledge and agree that the Company will not control, direct, or supervise the Contractor or the Contractor’s assistants in the performance of those Services. The Contractor agrees to assume full responsibility for the payment and deduction of all state and federal taxes for unemployment insurance, retirement, pension, or other social security benefits for all persons employed by the Contractor in connection with the Contractor’s performance of this Agreement. The Contractor acknowledges and agrees that the Contractor and the Contractor’s employees shall not be treated as employees of the Company for purposes of the Federal Insurance Contributions Act (FICA), the Social Security Act, the Federal Unemployment Tax Act (FUTA), income tax withholding, or any state or local law providing for such benefits, unemployment benefits, disability benefits, workers’ compensation, or other benefits. The Contractor also agrees to assume full responsibility for all self-employment and other taxes incurred by the Contractor in the performance of the Services.

3. Company Obligations; Consideration. The Company agrees to (a) give the Contractor access to use the Proprietary Sales Software as soon as it is available, at no charge to the Contractor, (b) allow the Contractor to utilize the Company’s sales training and Carrier product training going forward, (c) subject to availability, make the Company’s sales leads available to the Contractor going forward (the price for which the Parties acknowledge and agree is subsidized by the Company), and (d) allow the Contractor to participate or continue to participate in the Company’s incentive bonus programs (subject to applicable qualification criteria), all in connection with the Contractor’s work for the Company and only on the terms and conditions contained herein, and during the term of this Agreement.

4. Compensation.

(a) Commission. Subject to Sections 4(b) and 4(c) hereof, the Contractor shall receive, on newly written insurance and related products sold by the Contractor on behalf of the Company for the Company’s Carriers, a percentage of the first-year annual commissionable premium (term), the earned commissionable target premiums (universal life), or earned premium (annuities) (including any renewals payable pursuant to applicable carrier agreements, the “Commissionable Premium”), as provided by the applicable Carrier agreements and corresponding compensation schedules, as amended from time, between the Contractor and the Carriers and/or, as applicable, the Company. The Commissionable Premium payments will be made directly by the Carriers to the Contractor. The applicable Carriers will issue Federal Form 1099 Information Returns to the Contractor for each calendar year, reporting to the Contractor and appropriate government agencies the gross amount paid to the Contractor. The Contractor agrees to assume full responsibility for all self-employment and all other federal and state taxes incurred by the Contractor.

(b) Chargebacks. The Contractor is responsible for any amounts distributed by an applicable Carrier in Commissionable Premium that are unearned by the Contractor when distributed (“Unearned Commissionable Premiums”). Any Unearned Commissionable Premiums are distributed with the expectation that they will be fully earned, based on the applicable Carrier guidelines. Any Unearned Commissionable Premiums shall, upon distribution to the Contractor, be considered to be a loan from the applicable Carrier and the Company to the Contractor, until such premiums become earned. If at any time the Company is charged or otherwise pays or becomes in any way responsible to any third party, including, without limitation, a Carrier, for any Unearned Commissionable Premium for which the Contractor is responsible pursuant to this Agreement (“Company Paid Premium”), the Company may immediately (i) with or without notice to the Contractor, offset such amounts against any compensation or other amounts due or payable to the Contractor for any reason, (ii) with or without notice to the Contractor, instruct the applicable Carrier to offset such amounts against any compensation or other amounts due or payable to the Contractor from the Carrier for any reason, and to pay any and all such offset amounts to the Company, and/or (iii) provide notice of such to the Contractor and immediately seek repayment from the Contractor. Contractor will, immediately upon receipt of notice, repay to the Company any and all Company Paid Premium. In the event the Company or anyone on the Company’s behalf pursues or engages in collection procedures in order to collect from the Contractor any Company Paid Premium, the Contractor agrees to and shall be responsible for any and all expenses incurred by the Company to collect any such indebtedness, including but not limited to, the fees of collection agents, attorneys, or other costs of collection, including court costs. In the event the Contractor has a downline of one or more insurance agents (i.e., insurance agents that sell products and the Contractor receives commission or other compensation from the Carriers or the Company in connection with those sales), the Contractor shall be and is responsible to the Company for any Unearned Commissionable Premium associated with any and all insurance agents in the Contractor’s downline, as if such Unearned Commissionable Premium had been earned by the Contractor, and all such Unearned Commissionable Premium shall be considered to be a loan from the Carrier and the Company to Contractor and subject to the provisions of this Agreement.

(c) Leads. The Contractor is responsible for any and all amounts charged to the Contractor or the Company, by any lead provider, and for any amounts charged to the Contractor by the Company, for leads that are either ordered by the Contractor, or ordered by the Company on the Contractor’s behalf, whether pursuant to a one-time order, a standing order, or otherwise. The Contractor acknowledges and agrees that after the written cancellation of a lead order has been submitted, it may take up to sixty (60) days for the lead order to cease being processed and sent, and the Contractor is responsible for paying for all such leads during this time period, regardless of whether the Contractor uses or even receives such leads. The Contractor further acknowledges and agrees that it is his or her sole responsibility to submit written cancellation of any and all lead orders if the Contractor wishes to no longer receive leads, including, without limitation, upon the expiration or termination of this Agreement or otherwise upon the Contractor ceasing to provide the Services. If at any time the Company is charged or otherwise pays or becomes in any way responsible to any third party, including, without limitation, any lead provider, for any leads for which the Contractor is responsible pursuant to this Agreement, or if at any time the Contractor fails to pay the Company for any leads provided by the Company to the Contractor (any such amounts, “Company Paid Leads”), the Company may immediately (i) with or without notice to the Contractor, offset such amounts against any compensation or other amounts due or payable to the Contractor for any reason, and/or (ii) provide notice of such to the Contractor and immediately seek repayment from the Contractor. The Contractor will, immediately upon receipt of notice, repay to the Company any and all Company Paid Leads. In the event the Company or anyone on the Company’s behalf pursues or engages in collection procedures in order to collect from the Contractor any Company Paid Leads, the Contractor agrees to and shall be responsible for any and all expenses incurred by the Company to collect any such indebtedness, including but not limited to, the fees of collection agents, attorneys, or other costs of collection, including court costs. In the event the Contractor has a downline of one or more agents (i.e., insurance agents that sell products and the Contractor receives commission or other compensation in connection with those sales), the Contractor shall be and is responsible to the Company for any and all amounts charged to those downline agents or the Company by any lead provider for leads ordered by those downline agents, and for any amounts charged to the those downline agents by the Company for leads ordered by those downline agents, whether pursuant to a one-time order, a standing order, or otherwise, and all such amounts that are unpaid shall be considered Company Paid Leads as defined above.

5. Leads Used Only For Company Business. Except as provided below, the Contractor may represent, perform services for, and be employed by such additional clients, persons, or companies as the Contractor, in the Contractor’s sole discretion, sees fit. It is understood that the Contractor’s services are available to the general public and not to the Company exclusively. In no instance, however, may the Contractor utilize leads provided to the Contractor by or through the Company, for the sale of any insurance or related product or anything else, through or for another insurance marketing organization or any other entity or individual or for the Contractor individually, other than for the Company’s Carriers through which the Contractor is contracted with the Company being the designated insurance marketing organization.

6. Equipment, Tools, and Training.

(a) The Contractor shall furnish all materials, supplies, equipment and tools necessary or convenient to perform the Services, including, but not limited to, vehicles and phones.

(b) The Company shall provide or otherwise make available training from time to time related to the Services Contractor is to perform under this Agreement. The Contractor shall not be required to utilize or attend any such training that may be offered by the Company. Although the Company shall provide or otherwise make available training from time to time related to the Services, the Contractor will generally determine the method, details and means of performing the Services. The Company does not control or have the right to control the exact manner or determine the precise method of accomplishing the Services. However, the Company shall be entitled to exercise a broad, general right of supervision and control over the results of the Services performed by Contractor to ensure the timely and satisfactory performance of the Services. This power of supervision shall include the right to research, examine, and offer suggestions or recommendations as to the details of the Services.

(c) Notwithstanding the foregoing, the Company does not use (and does not engage others to use on its behalf), and the Contractor is prohibited from using (or engaging others to use on the Contractor’s behalf), any automatic telephone dialing system or telemarketing service in the production or generation of any leads that the Contractor uses for the Contractor’s work for the Company. Additionally, in connection with the Contractor’s work for the Company, the Contractor is prohibited from purchasing or using any leads that have been generated using any automatic telephone dialing system or telemarketing service. Lastly, the Contractor is prohibited from using (or engaging others to use on the Contractor’s behalf), any automatic telephone dialing system to contact potential customers.

7. Confidential Information; Records. The Company has and will develop, compile, and own certain proprietary techniques and confidential information that have great value in its business (“Confidential Information”). Confidential Information is to be broadly defined. Confidential Information includes all information that has or could have commercial value or other utility in the business in which the Company is engaged. Confidential Information also includes all information of which the unauthorized disclosure could be detrimental to the interests of the Company, whether or not such information is identified as Confidential Information by Company. By example and without limitation, Confidential Information includes all information concerning the Company’s leads and lead system and pricing, the Company’s compensation levels, and the Company’s bonus programs. The Contractor agrees that at all times during or after the term of this Agreement, the Contractor will hold in trust, keep confidential, and not disclose to any third party or make any use of the Confidential Information of the Company except for the benefit of the Company and in the course of rendering Services to the Company. The Contractor acknowledges that the Contractor is aware that the unauthorized disclosure of Confidential Information of Company may be highly prejudicial to its interests, an invasion of privacy, and an improper disclosure of trade secrets and financial information and may be in violation of state and federal law.

8. Non-Solicitation. The Contractor acknowledges and agrees that the Company’s relationships with its independent contractor insurance agents are valuable to the Company and make up the core of the Company’s business, and that in connection with performing the Services the Contractor will meet or has met and will continue to meet or otherwise interact with other independent contractor insurance agents that work for the Company. The Contractor covenants and agrees that for a period of eighteen (18) months after any termination of this Agreement (the “Restricted Period”), the Contractor will not, either directly or indirectly, on behalf of himself or herself or anyone else, (i) attempt to induce any independent contractor of the Company with whom the Contractor has been in contact during the term of this Agreement and in connection with the Contractor’s work for or with the Company, to work with the Contractor for or with another insurance marketing organization (or any other similar business that competes with the Company); or (ii) establish or seek to establish a business relationship relating to the sale of insurance products with any independent contractor of the Company with whom the Contractor has been in contact during the term of this Agreement and in connection with the Contractor’s work for or with the Company; provided, however, nothing contained herein shall be interpreted to at any time prevent or prohibit Contractor from employing, engaging, or working with independent contractor insurance agents that are in the Contractor’s immediate family. The Restricted Period shall be extended by one day for each day in which one or more violations of this Section of this Agreement occurs or continues after its initial occurrence. By entering into this Agreement and agreeing to the terms hereof the Contractor acknowledges and agrees that the non-solicitation provisions set forth above mean that, among other things, if the Contractor’s relationship with the Company is terminated by the Company or the Contractor for any reason whatsoever or for no reason, the Contractor will be contractually prohibited, during the following eighteen (18) month period, from working with or otherwise having a business relationship related to the sale of insurance products with, the Contractor’s downline agents and all other Company independent contractors with whom the Contractor has been in contact during the term of this Agreement and in connection with the Contractor’s work for or with the Company.

The Contractor acknowledges and agrees that the Contractor has carefully read and considered the restrictions contained in this Section 8 (the “Restrictive Covenants”) and that, in view of the nature of the business in which the Company is engaged, the Company’s relationships with its independent contractors, the Company’s significant investment in providing training, leads, bonuses, and other compensation to the Contractor and the Contractor’s downline organization, the Company’s agreement to the terms and conditions of this Agreement, and the Company’s investment in and agreement to make the Proprietary Sales Software available to the Contractor as soon as it is available at no additional cost to the Contractor, the Restrictive Covenants are reasonable and necessary in order to protect and preserve the Company’s legitimate protectable interests.

9. Non-Disparagement. The Contractor agrees that at all times after the Effective Date the Contractor will not, directly or indirectly through any entity or otherwise (nor cause or cooperate with others to), criticize, ridicule, disparage, defame, or otherwise make unfavorable statements about or unfavorable comparisons to the Company (including, but not limited to, the Company’s business practices, compensation, promotion guidelines or policies, contract levels, bonuses or bonus programs, Carriers, services, policies, employees, officers, members, or managers), with or through any written or oral statement or image (including, but not limited to, any statements made via websites, Youtube, Facebook, blogs, social-media postings on any website that allows posting messages, postings to the Internet, emails, text messages, and/or social media messaging, and whether or not they are made anonymously or through the use of a pseudonym). Nothing within this Agreement should be construed to interfere with any entity’s or individual’s obligation to comply with a subpoena or other legal process, or with any entity’s or individual’s right to file a charge with, cooperate, or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal or state regulatory or law enforcement agency.

10. Independent Contractor Relationship. It is the express intention of the Parties that the Contractor be an independent contractor and not an employee or agent of the Company. The Contractor shall have no authority to bind the Company with any third party. Nothing in this Agreement shall be construed to create an employer/employee relationship between the Company and the Contractor. The Contractor reserves the right to determine the method, manner, and means by which the Services will be performed, with the limited exceptions of the prohibitions described in Section 6(c). As an independent contractor, the Contractor will also pay all expenses in connection with the Contractor’s business and hereby warrants that the Contractor shall not incur any indebtedness on behalf of the Company in connection with expenses resulting from the Contractor’s business as a self-employed independent contractor. Unless specifically requested by the Company in the case of a meeting, the Contractor is not required to perform the Services during a fixed hourly or daily timeframe.

11. No Reliance on Prior Representations/Claims. The Contractor acknowledges and agrees that the Contractor has not relied on any representations or claims by the Company or anyone else about any aspect of the Company’s business, including, without limitation, the Contractor’s earning potential, the incomes earned by others affiliated with the Company, the Company’s Carriers, the Company’s leads or lead system, the Company’s bonuses, the Company’s training, the Contractor’s potential for advancement, or the Company’s commission or contract levels, in deciding to work for the Company or in taking any other act in connection therewith at any time, or in executing this Agreement, and the Contractor agrees the he/she shall not claim otherwise in any proceeding or document.

12. Ownership of Company Names, Service Marks and Materials.

(a) Ownership and Return of Confidential Information and Company Property. All Confidential Information and any materials (including, without limitation, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs, websites, Internet URLs, email addresses and lists) furnished to the Contractor by the Company, whether delivered to the Contractor by the Company or acquired by the Contractor in the performance of services under this Agreement and whether or not they contain or disclose Confidential Information (collectively, the “Company Property”), are the sole and exclusive property of the Company or the Company’s suppliers or customers. Within five (5) days after any request by the Company, the Contractor shall destroy or deliver to the Company, at the Company’s option, (i) all Company Property, and (ii) all materials in the Contractor’s possession or control that contain or disclose any Confidential Information of the Company or any of its customers. The Contractor will provide the Company a written certification of the Contractor’s compliance with its obligations under this Section 12(a) if so requested by the Company.

(b) No Ownership or Registration of Company Name or Marks. The Contractor agrees and understands that the Contractor has no ownership in, or rights to, Company name or marks. Marks for purposes of this Agreement shall include logos, artwork, designs, slogans or any other trademarks or service marks created for, or used by, the Company. The Contractor agrees and understands that the Contractor shall not register the Company name or marks, nor any business name that includes the Company name or marks, with any federal, state, city or other governmental authority for any reason. The Contractor may not represent that the Contractor or the Contractor’s business is in any way owned by, or a subsidiary of, the Company. The Contractor may, during the term of this Agreement, utilize the Company name and marks only in accordance with the Company “Corporate Brand Guidelines Name & Logo Use” document, as may be amended from time to time, said document available upon request from the Company. During the term of this Agreement, the Contractor may represent himself or herself as a representative of Symmetry Financial Group, using a title such as producer, insurance agent, insurance professional, insurance specialist (e.g., mortgage protection specialist or final expense specialist) or other similar title, only as permitted or required by insurance laws in the state or states where the Contractor operates the Contractor’s business. When using the Company name on written, electronic or printed matter, the Contractor must also abide by the use requirements of Section 12(c). Upon termination of this Agreement for any reason, the Contractor shall cease to use any Company names or marks.

(c) Stationery, Advertisements, and Other Written or Printed Matter. Whenever the Contractor uses the name of the Company on any stationery, advertisements, business cards or other written, electronic, or printed matter used to identify the Contractor, such stationery, advertisements, business cards or other written, electronic or printed matter must clearly identify the Contractor as “Representing” Symmetry Financial Group, LLC. In the event any state insurance laws are enacted that require different language, this Section 12(c) shall automatically be deemed to have been amended to comply with such state insurance laws.

13. Term; Termination.

(a) The term of this Agreement shall be from the Effective Date until either Party terminates this Agreement pursuant to the terms hereof. Either Party may terminate this Agreement at any time by providing written notice thereof to the other Party. Additionally, if the Contractor fails or refuses to comply with the written policies or reasonable directives of the Company, is believed by the Company to have engaged in misconduct in connection with the performance of Services (as determined by the Company in its sole discretion), or breaches any of the terms or provisions of this Agreement (as determined by the Company in its sole discretion), the Company may, at any time, terminate this Agreement immediately and without prior written notice to the Contractor.

(b) Upon the termination of this Agreement, the Contractor shall be entitled to receive all commissions actually earned as of the effective date of termination. A commission will be deemed “earned” when it is actually due and payable (as determined by the Company) by applicable insurance carriers and/or brokers, and shall in all events be offset by any amounts due the Company. All final commissions earned by the Contractor as of the date of termination shall be distributed in accordance with Section 4. The Contractor acknowledges and agrees that all provisions of this Agreement other than (i) the Contractor’s obligation to perform the Services, and (ii) the Company’s obligations described in Section 3 shall survive the termination of this Agreement.

14. Equitable Relief.

(a) The Contractor hereby acknowledges and agrees that a violation of Section 6(c), 7, 8, 9, or 12 of this Agreement by the Contractor would cause irreparable and substantial damage and harm to the Company and could constitute a failure of consideration, and that money damages alone would be inadequate to compensate the Company and would not be an adequate remedy for such violation(s). Accordingly, the Contractor hereby agrees that, in the event of any breach or threatened breach by the Contractor of one or more such sections of this Agreement, the Company shall be entitled to obtain from any court of competent jurisdiction (in any jurisdiction) preliminary and permanent injunctive or other equitable relief to restrain any breach or threatened breach or otherwise to specifically enforce the provisions of this Agreement, without the necessity of showing actual damages or furnishing a bond or other security, and in the case of a temporary restraining order, such relief may be granted ex parte and without the necessity of a full hearing on the evidence. Such remedy shall be cumulative and not exclusive, and shall be in addition to any other remedy the aggrieved Party may have including, without limitation, any right to recover damages.

(b) The Contractor hereby agrees that if the Company obtains injunctive or other equitable relief, or any other remedy available at law, in order to prevent or restrain a breach or threatened breach of this Agreement by the Contractor, the Contractor will pay to the Company all costs (including reasonable attorneys’ fees) incurred by the Company in connection with any such action, suit or proceeding.

15. Consent to Jurisdiction. All disputes, litigation, proceedings or other legal actions between the Parties that arise from or in any way relate to this Agreement or the relationship between the Parties that arises from or relates to this Agreement (collectively, “Disputes”) shall be instituted in the courts of the State of North Carolina. Each Party irrevocably submits to the exclusive jurisdiction of the courts of the state of North Carolina, and of the United States sitting in North Carolina, in connection with any such dispute, litigation, action or proceeding. Each Party irrevocably waives, to the fullest extent permitted by applicable law, any defense or objection it may now or hereafter have to the laying of venue of any proceeding under this Agreement brought in the courts of North Carolina, and any claim that any proceeding under this Agreement brought in any such court has been brought in an inconvenient forum.

16. WAIVER OF JURY TRIAL. THE PARTIES DESIRE TO AVOID THE TIME AND EXPENSE RELATING TO A JURY TRIAL OF ANY DISPUTE. ACCORDINGLY, THE PARTIES, FOR THEMSELVES AND THEIR SUCCESSORS AND ASSIGNS, HEREBY WAIVE TRIAL BY JURY OF ANY SUCH DISPUTE. THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS KNOWINGLY, FREELY, AND VOLUNTARILY GIVEN, IS DESIRED BY BOTH PARTIES AND IS IN THE BEST INTERESTS OF BOTH PARTIES.

17. WAIVER OF COLLECTIVE ACTION. THE CONTRACTOR AGREES THAT HE/SHE WILL PURSUE ANY CLAIM OR LAWSUIT ARISING FROM OR IN ANY WAY RELATING TO THE CONTRACTOR’S WORK FOR THE COMPANY (OR ANY OF ITS SUBSIDIARIES OR RELATED ENTITIES) AS AN INDIVIDUAL, AND WILL NOT LEAD, JOIN, OR SERVE AS A REPRESENTATIVE OR MEMBER OF A CLASS OR GROUP OF PERSONS BRINGING SUCH A CLAIM OR LAWSUIT.

18. Attorneys’ Fees. The Contractor and the Company hereby agree that the prevailing party in any Dispute between the Parties shall be entitled to all costs and reasonable attorneys’ fees incurred by the prevailing party in connection with any such Dispute.

19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to any choice of law rules that may direct the application of the laws of another jurisdiction.

20. Enforceability and Reformation; Severability. The Parties intend for all provisions of this Agreement to be enforced to the fullest extent permitted by law. Accordingly, in the event that any provision or portion of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, for any reason, under present or future law, such provision shall be severable and the remainder thereof shall not be invalidated or rendered unenforceable or otherwise adversely affected. Without limiting the generality of the foregoing, if a court should deem any provision of this Agreement to create a restriction that is unreasonable as to scope, duration or geographical area, the Parties agree that the offending provisions of this Agreement shall be deemed stricken and the remaining portions enforceable, and such court may modify and “blue pencil” such provision to ensure its reasonableness and validity.

21. Miscellaneous Provisions.

(a) Assignment. The Contractor agrees that the Company may assign any or all of its rights or obligations under this Agreement to any third party at any time. The Contractor may not assign this Agreement or any of Contractor’s rights or obligations hereunder to any third party, whether by operation of law or otherwise, except with the prior written consent of the Company. This Agreement shall be binding upon the Contractor and the Contractor’s heirs, executors, administrators, and successors, and shall inure to the benefit of the successors and assigns of the Company, including any third party who acquires the Company, regardless of whether such acquisition takes the form of an acquisition of stock or other equity interests, an acquisition of all or substantially all of the Company’s assets, a merger or any other combination of the Company with and/or into another entity, or otherwise.

(b) Entire Agreement. The terms of this Agreement are the final expression of the Parties’ agreement with respect to the subject matter hereof and may not be contradicted by evidence of any prior or contemporaneous agreement. This Agreement shall constitute the complete and exclusive agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. The Contractor acknowledges that the Company has not made any other representations concerning the subject matter of this Agreement. The Parties acknowledge and agree that this Agreement replaces, supersedes, and terminates any prior Independent Contractor Agreement entered into between the Company and the Contractor.

(c) Notice. Any notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, sent by overnight courier (providing proof of delivery), or sent by registered or certified mail, postage pre-paid, return receipt requested, to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice):

If to the Company, to:

Symmetry Financial Group, LLC
204 Whitson Avenue, Suite 2B
Swannanoa, NC 28778
Attn: Doug Zeh and Brendan Hoyer

with a copy, which shall not constitute notice, by email to [email protected]

If to the Contractor, to the Contractor’s address set forth on the signature page hereto.

(d) Amendment; Waivers. This Agreement can be amended or terminated only by a written agreement signed by both Parties. No failure to exercise or delay in exercising any right under this Agreement shall operate as a waiver thereof.

(e) Facsimile or Other Electronic Transmission. The Parties agree that execution and delivery of this Agreement by facsimile or any other electronic means shall constitute good and valid execution and delivery.

(f) Captions. The captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.

(g) Representation by Counsel. The Parties hereby agree and acknowledge that each has been advised to seek the advice of counsel and has been, or has had the opportunity to be, represented by counsel of its own choice to the extent desired in connection with the negotiation and drafting of this Agreement. The Contractor warrants that Contractor has read and understands all of the provisions of this Agreement.

(h) Not Construed Against Drafter. This Agreement has been negotiated and prepared by the Parties jointly. Therefore, should any provision of this Agreement require judicial interpretation, the court interpreting or construing any provision of this Agreement should not apply any provision or ambiguity more strictly against any particular Party.

BY SIGNING BELOW THE CONTRACTOR ACKNOWLEDGES AND AGREES THAT HE/SHE HAS READ ALL ELEVEN PAGES OF THE FOREGOING AGREEMENT CAREFULLY AND UNDERSTANDS ITS TERMS.

IN WITNESS WHEREOF, the parties have each executed this Agreement as of the Effective Date.

 

COMPANY:

SYMMETRY FINANCIAL GROUP, LLC

By: Name: M. Brandon Ellison
Its: Authorized Officer

 

CONTRACTOR:

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Symmetry Financial Group https://symmetryonboarding.com
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Document name: Independent Contractor Agreement
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February 4, 2019 12:37 pm EDTIndependent Contractor Agreement Uploaded by Brandon Ellison - [email protected] IP 72.250.242.202