THIS AGREEMENT is made on ____________, by and between the party whose name is filled in as "DRIG LLC.," organized under the laws of its respective state ("FIRST PARTY"), and the party whose name is filled in as

 

"_______________________________," ("SECOND PARTY").

 

RECITALS

WHEREAS, FIRST PARTY and SECOND PARTY wish to set forth the terms and conditions under which FIRST PARTY will render services related to sales and customer management to SECOND PARTY;

 

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I – DEFINITIONS

 

1.1 "Gross Receipts" shall mean the total revenue recognized before any deductions or allowances.

1.2 "New Customer" refers to any customer that has been acquired following the execution of this Agreement.

1.3 "Existing Customer" refers to customers with whom DRIG has an existing relationship prior to the execution of this Agreement.

 

ARTICLE II – COMMISSION STRUCTURE

 

New Customer Acquisition:

Salespeople are entitled to a commission of (10%) based on the gross receipts or invoice amounts paid by newly acquired customers. Salespeople must onboard these customers according to the policies, procedures, or methods outlined by DRIG LLC. Commissions are residual and will be paid to the salesperson if they also provide minor customer management. 

 

This management includes:

• Conducting at least a monthly call to assess customer satisfaction, needs, or collaborative efforts.

• Updating new company contacts and key individuals who provide work on a monthly basis.

• Documenting these interactions in DRIG's working database and sending at least one supportive email per month.

• If a salesperson fails to follow up with a customer and provide detailed progress notes, the customer may be reassigned to a new sales representative if (60) days have passed without contact and support from the initial assigned rep or any rep assigned thereafter. Reminders for maintaining customer relationships will be conveniently prompted through DRIG's database.

 

Existing Customer "New" Jobs:

Salespeople will receive a 10% commission on gross receipts for any estimates or new job quotes provided to existing customers. This commission applies specifically to jobs requiring a "new" quote. Residuals are not paid for ongoing work with existing customers; they are paid only for "new" business acquired and quoted by the assigned account manager. Salespeople may also take on the responsibility of managing existing customer relationships, subject to the same requirements outlined for new customers.

 

Sales Manager commissions will be reduced if needed to meet DRIG's net profit stipulations. Initial Jobs - Requires DRIG net 25% on first 5 completed jobs. From there, these are the DRIG Required Profits after Sales Commission:

• Between $50,000 and $100,000: DRIG's net profit must be no less than 20% after sales commission is paid.

• Over $100,000 to $250,000: DRIG's net profit must be no less than 17% after sales commission is paid.

• Over $250,000 to $500,000: DRIG's net profit must be no less than 15% after sales commission is paid.

• Over $500,000 to $1 Million: DRIG's net profit must be no less than 12% after sales commission is paid.

• Over $1 Million: DRIG's net profit must be no less than 10% after sales commission is paid.

 

Special Considerations (Salaried Salespeople):

In the unlikely event that DRIG should offer a salesman a base pay in transition or any advance, they shall be considered a "draw" against future commissions and using the stipulated commission scale provided herein. Monthly accounting will be provided, and if a salesperson has received a base or "draw," any excess owed over the drawn amount will then be paid to them at the point when commissions exceed the base/draw amount.

 

ARTICLE III – TRANSPARENCY AND ACCURACY OF PAYMENTS

 

3.1 Reporting and Payment: The first payday of each month, it will include commission via direct deposit and a transparency report. DRIG shall maintain accurate and complete records of all transactions that result in commissionable revenue under this Agreement. These records shall include but not be limited to gross receipts, invoices, customer contracts, and other relevant supporting documentation.

 

3.2 Monthly Reports: DRIG shall provide Second Party with monthly commission reports detailing all transactions resulting in commissions, calculations of commissions due, and any adjustments or deductions. These reports shall be delivered to Second Party no later than the tenth (10th) business day of the following month.

 

3.3 Right to Audit: Second Party shall have the right, upon reasonable notice and during normal business hours, to audit or have audited by an independent certified public accountant, the relevant records of DRIG to verify the accuracy of commission payments and inaccurate job estimating. Such audit shall be a result of a commission received less than what was expected and a detailed job costing analysis is performed as needed.

 

3.4 Correction of Errors: In the event that any errors are discovered in the calculation or payment of commissions, either through the regular reporting process or an audit, the party discovering the error shall promptly notify the other party, and the necessary adjustments shall be made in the next commission payment. If an overpayment has been made, Second Party shall have the option to either refund the overpayment or deduct the overpaid amount from future commissions.

 

3.5 Confidentiality: Both parties agree to treat all information pertaining to commissions, gross receipts, and customer information as confidential and shall take all reasonable steps to prevent unauthorized disclosure of such information, except as required by law.

 

4.3 Obligations of DRIG: 

DRIG shall:

 

a) Provide Second Party with all necessary information, support, and access to resources required to perform the CRM services;

b) Cooperate fully with Second Party in the implementation and ongoing operation of the CRM;

c) Notify Second Party promptly of any issues, concerns, or changes needed in relation to the CRM services.

 

4.4 Compensation for CRM Services: Compensation shall be the right to all potential leads that flow through any online presence managed by Second Party, outside of the leads acquired by DRIG and other sales staff.

 

4.5 Intellectual Property: All intellectual property rights in the CRM, including but not limited to software, designs, and data, shall be owned by DRIG.

 

4.6 Confidentiality and Data Security: Both parties shall comply with all applicable laws and regulations concerning the confidentiality and security of customer data and other sensitive information contained in the CRM.

 

ARTICLE IV – NON-COMPETITION

 

Neither party shall engage, directly or indirectly, in any business competitive with the other during the term of this Agreement and for a period of one year following its termination.

 

ARTICLE V – DEATH OR INCAPACITY

 

In the event of the death or incapacity of a party, this Agreement may be terminated by the surviving party or legal representative with written notice, and any unpaid commissions shall be paid to the estate or legal representative of the deceased/incapacitated party. IF, Second Party is able to replace their sales person, there will be no interruption to the contract in place.

 

ARTICLE VI – SALE OF BUSINESS

 

In the event that DRIG is sold during the term of this Agreement, Second Party will be entitled to 10% of the value attributed to Second Party's portion of the business, payable upon the closing of the sale.

 

ARTICLE VII – CONFIDENTIALITY

 

Both parties agree to maintain confidentiality regarding proprietary information, trade secrets, and other sensitive information.

 

ARTICLE VIII – LIABILITY AND INDEMNIFICATION

 

Both parties shall perform their obligations in good faith and in accordance with applicable laws and regulations. Each party shall indemnify and hold harmless the other party against any losses, damages, liabilities, or expenses arising out of a breach of this Agreement.

 

ARTICLE IX – TERM AND TERMINATION

 

This Agreement may be terminated by either party with written notice of at least 30 days.

 

ARTICLE X – NOTICES

 

Any notice required or permitted under this Agreement shall be in writing and shall be deemed sufficiently given if sent by registered mail, postage prepaid, addressed to the other party's last known address.

 

ARTICLE XI – GOVERNING LAW AND DISPUTE RESOLUTION

 

This Agreement shall be governed by the laws of the State of Idaho, and any disputes shall be resolved through arbitration in Idaho.

 

ARTICLE XII – ENTIRE AGREEMENT AND AMENDMENT

 

This Agreement constitutes the entire agreement between the parties and supersedes any previous agreements. No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties.

 

ARTICLE XIII – ASSIGNMENT

 

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party.

 

ARTICLE XIIV – SEVERABILITY

 

If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

 

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

 

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