Independent Contractor Sales Agreement

This Independent Contractor Agreement (“Agreement”) is entered into as of (the “Effective Date”) between Partners Connections, Inc. a Texas Corporation DBA ConectUS Wireless (“ConectUS Wireless”), located at 5900 South Lake Forest Drive Suite 300 McKinney, Texas 75070 and located at

WHEREAS, ConectUS Wireless is a marketing, distribution, and service provider agent focusing primarily in the telecommunications industry.

WHEREAS, Independent Contractor is in the business of marketing various products to end-user subscribers of telecommunication services and equipment solutions (“End Users”). Independent Contractor has the opportunity to provide referral sales to ConectUS Wireless.

WHEREAS, Independent Contractor desires to refer End Users to ConectUS Wireless, and ConectUS Wireless desires to pay to Independent Contractor commissions for those End Users upon which ConectUS Wireless is being paid on these referred sales.

NOW THEREFORE, in consideration of the mutual promises, covenants and warranties which appear below, and intending to be legally bound thereby, the parties hereby agree as follows:

1. Commissions. ConectUS Wireless shall pay to Independent Contractor a commission based on Schedules A-1, A-2, A-3, B, C, D and E on all eligible commissionable sales received by ConectUS Wireless from the telecommunication companies we are representing. ConectUS Wireless will “Chargeback” 100% of all commissions paid to the Independent Contractor on orders canceled or deactivated for any reason within the carrier's chargeback periods shown in these Commission Schedules. ConectUS Wireless may chargeback Independent Contractor on any rate plan or equipment changes that result in a lower commission that can occur during these chargeback periods. These chargebacks will be deducted from any commissions due to Independent Contractor. If the amount of the chargebacks exceed the amount of the commissions due, the Independent Contractor agrees to reimburse ConectUS Wireless for the difference within 30 days of the chargeback and acceptance of this agreement becomes the Independent Contractor’s personal guaranty of this obligation. ConectUS Wireless reserves the right to hold back commissions based on the Independent Contractor's Monthly Sales Volume. Example: If the Independent Contractor has had a 3-month running average of $2500.00 in commissions and in the 4^th Month there are $20,000 in commissions that were accrued, ConectUS Wireless may hold back a determined portion of the $20,000 during the course of the chargeback period. Any commission holdbacks will be discussed with the Independent Contractor on a case-by-case basis.

2. Independent Contractor’s Responsibilities. (a) To use its best efforts to refer End Users to ConectUS Wireless for telecommunication services and equipment solutions, (b) to support the End User and its representatives during the sale of any telecommunications services in a manner acceptable to ConectUS Wireless, and (c) to operate in an ethical manner, and in a manner which shall maintain the image and reputation of ConectUS Wireless and the telecommunications companies we represent.

3. ConectUS Wireless’s Responsibilities. (a) ConectUS Wireless shall pay commissions based upon ConectUS Wireless’s commissions which are “Collected” (hereby defined as deposit, and received as readily available funds by ConectUS Wireless) from the telecommunication companies we are representing. ConectUS Wireless SHALL NOT BE LIABLE FOR ANY COMMISSIONS DUE TO INDEPENDENT CONTRACTOR UNTIL PAYMENT IS RECEIVED IN FULL FROM the telecommunication companies we are representing. (a) ConectUS Wireless shall make a good faith effort to provide the Independent Contractor with appropriate monthly reports indicating the number of activations and or upgrades done every calendar month; (b) ConectUS Wireless may provide Independent Contractor training and marketing support resources if desired to assist Independent Contractor in the identification of its potential referral sales.

4. Term. The term of this Agreement shall be one (1) year from the Effective Date set forth above (the “Initial Term”). Thereafter, this Agreement shall automatically renew for a successive one (1) year term unless terminated by either party at the end of the Initial Term or any renewal term upon ninety (90) days’ prior written notice to the other party of its intent to terminate. In the event that Independent Contractor fails to meet the criteria in Section 2, or fails to contract a new customer that becomes an End User during the Initial Term, or any additional term during this Agreement, the Agreement shall not renew and commission payments shall cease. Notwithstanding the foregoing, ConectUS Wireless may terminate this Agreement at any time due to a Material Breach of this Agreement by an Independent Contractor (“Material Breach” is defined as the failure to comply with any Section of this Agreement), or if Fifty-One Percent (51%) or more of the equity interests of ConectUS Wireless are transferred to a third party. The provisions of Section One and the related monies owed under Schedules A, B and C shall survive the termination of this Agreement and continue for the periods indicated so long as the termination of this Agreement is not the result of any of the following events:

   4.1 Independent Contractor is convicted of a felony.

   4.2 Independent Contractor fails, after at least one written warning, to perform properly the duties assigned under this Agreement, other than a failure due to death or physical or mental disability.

   4.3 Independent Contractor commits fraud or theft of any property, including but not limited to, materials, software, databases and files from ConectUS Wireless premises.

   4.4 Independent Contractor falsifies documents or records.

   4.5 Independent Contractor uses, distributes, or is under the influence of illegal drugs or any other illegal intoxicant on ConectUS Wireless premises.

   4.6 Independent Contractor solicits customers for the sale of telecommunication companies' products that we represent via door knocking, telesales, internet marketing, electronic and or standard mail, and multiple-dwelling (on-site apartment complex sales) without our written consent.

   4.7 Independent Contractor represents themselves or their organization as Authorized Dealer or Agent with the telecommunications companies that we represent without our written consent.

5. No Agency Relationship. The Independent Contractor is not a legal representative or legal agent of ConectUS Wireless for any purpose whatsoever. The relationship arising from this Agreement does not constitute or create a general agency, joint venture, partnership, employment relationship or franchise between the parties hereto. Neither the Independent Contractor, nor any employee or agent of the Independent Contractor, is authorized to, and the Independent Contractor agrees that neither it, nor any of its employees or agents, shall make any warranties or representations, or assume or create any other obligations, on ConectUS Wireless’s behalf, except with the prior written consent of ConectUS Wireless in each case.

6. Liability and Indemnification. Except as otherwise provided in this Section, ConectUS Wireless shall in no way be liable to the Independent Contractor for damages of any kind resulting from any cause whatsoever, including but not limited to termination of this Agreement. Further, each of the parties shall be responsible for its negligent actions and those of its respective officers, employees, and agents. Each such acting party shall hold harmless and indemnify the other party against any claims, losses, liabilities, damages, or expenses (including attorney fees) that are suffered or incurred by the other party that arise directly or indirectly out of the gross negligence of the acting party. Provided, however, in no event shall either party be liable to the other party for the payment of consequential damages.

7. Non-Disclosure. During the course of performing his/her services pursuant to this Agreement, the Independent Contractor acknowledges that he/she shall have access to trade secrets, proprietary and client information, and information concerning ConectUS Wireless and its business including, but not limited to, commission plans, pricing, business model, trade secrets, web site information including user names and passwords, contractual language and employee information which ConectUS Wireless maintains confidential and is not generally available to the public (“Confidential Information”). Without the prior express written consent of ConectUS Wireless, Independent Contractor shall not disclose to any third person or use for the benefit of the Independent Contractor or any third person, any Confidential Information acquired by the Independent Contractor during the term of this Agreement. It is expressly agreed that Section 7 shall survive the termination of the Independent Contractor Agreement.

8. Insurance. Independent Contractor shall maintain at all times during the Term and any extensions thereto, at Independent Contractor's sole expense, the following insurance with an insurance company rated at least A- by A.M. Best Company and qualified to do business in the states Independent Contractor sells products and services: (1) Workers Compensation Insurance as required by each State in which Independent Contractor performs the Agreement; (2) Comprehensive or commercial general liability insurance with minimum limits of One Million Dollars ($1,000,000) per occurrence; (3) Employer’s liability insurance with limits of no less than Two Hundred Thousand ($200,000) per occurrence; (4) Automobile liability insurance in prudent amounts; (5) property insurance, if applicable. At ConectUS Wireless’s request, the Independent Contractor shall submit to ConectUS Wireless a Certificate of Insurance in a form acceptable to ConectUS Wireless. Partners Connections INC, DBA ConectUS Wireless shall be named as “Additional Insured” on any such policies, except for Worker's Compensation and Employer’s Liability Insurance

9. Miscellaneous. This Agreement (a) is the complete agreement of the parties concerning the subject matter hereof and supersedes any prior agreements and discussions; (b) may not be amended or in any manner modified except in writing signed by the parties hereto; (c) contains headings for reference only, and these headings have no effect on any provision’s meaning; and (d) is not transferable to any party and shall terminate automatically with such transfer. If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the parties as expressed herein.

10. Status. The parties intend that an independent contractor relationship shall be created by this Agreement. In all respects, it is the mutual intent and desire of the parties that the Independent Contractor is deemed an independent contractor and not be deemed a servant, employee, or partner of ConectUS Wireless. Independent Contractor shall be responsible for paying all federal and state taxes and FICA taxes. ConectUS Wireless shall not obtain Workers’ Compensation Insurance or Unemployment Insurance for Independent Contractors. Independent Contractor shall be responsible for the procurement, cost, and use of all materials, supplies, equipment, and/or additional labor needed or required to complete the requirements of any project subject to this Agreement, and shall be solely responsible for the cost of timely delivery of all work product to ConectUS Wireless.

11. Review of Counsel. Each party acknowledges that they and their counsel have received and reviewed this Agreement and that normal rules of construction, to the effect that ambiguities are to be resolved against the drafting party, shall not apply.

12. Governing Law; Dispute Resolution. This Agreement shall be governed by the laws of the State of Texas. Any dispute arising out of this Agreement shall be resolved through arbitration in accordance with the then-current rules of Commercial Arbitration of the American Arbitration Association or any successor organization (the “AAA”). Such arbitration shall be conducted in Collin County, Texas. The party desiring to initiate the arbitration process shall give written notice to that effect to the other party and shall, in such written notice, include a brief statement of its claims. Within 10 days of the notice of intent to arbitrate, the parties shall meet for the purpose of attempting to jointly select a single arbitrator to serve in the matter. If they are unable to agree on the designation of the arbitrator, either party may apply to the AAA for the appointment of a single arbitrator in accordance with the rules of the AAA then in effect. The arbitration proceeding shall be held within 60 days of the appointment of the arbitrator and the arbitrator shall render his or her decision within 30 days after the conclusion of the arbitration proceeding. The decision of the arbitrator shall be final and binding upon and non-appealable by the parties. Any judgment may be had on the decision and award so rendered in any court of competent jurisdiction. The prevailing party shall be entitled to all costs incurred in connection with the arbitration proceeding, including the fees of the arbitrator, its reasonable attorneys’ fees, witness fees and other costs as determined by the arbitrator.

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

Partners Connections, Inc a Texas Corporation DBA ConectUS Wireless

Independent Contractor:

Full Name & Title:

Company Name:

Phone Number:

Drivers License #: DL State: ===== AKALARAZCACOCTDCDEFLGAHIIAIDILINKSKYLAMAMDMEMIMNMOMSMTNCNDNENHNJNMNVNYOHOKORPARISCSDTNTXUTVAVTWAWIWVWY

Date of Birth: Month1 January2 February3 March4 April5 May6 June7 July8 August9 September10 October11 November12 DecemberDay12345678910111213141516171819202122232425262728293031Year19001901190219031904190519061907190819091910191119121913191419151916191719181919192019211922192319241925192619271928192919301931193219331934193519361937193819391940194119421943194419451946194719481949195019511952195319541955195619571958195919601961196219631964196519661967196819691970197119721973197419751976197719781979198019811982198319841985198619871988198919901991199219931994199519961997199819992000200120022003200420052006200720082009201020112012201320142015201620172018201920202021202220232024202520262027202820292030203120322033*

Social Security #:

Business Tax ID #:

Copy of Driver’s License or State ID

ConectUS Wireless requires a copy of one of the company principal owners' driver’s licenses or state ID as proof to verify the accuracy of personal information submitted by the individual to the business or its agents, employees, or contractors.

This request is in conjunction with the “Drivers Privacy Protection Act” 18 U.S.C. § 2721 et. seq.
(Public Law 103-322). This protection act states:

Drivers Privacy Protection Act
18 U.S.C. § 2721 et. seq.
(Public Law 103-322)

Section 2721
(1) For use in the normal course of business by a legitimate business or its agents, employees, or contractors, but only:

• (A) to verify the accuracy of personal information submitted by the individual to the business or its agents, employees, or contractors; and
• (B) if such information as so submitted is not correct or is no longer correct, to obtain the correct information, but only for the purposes of preventing fraud by, pursuing legal remedies against, or recovering on a debt or security interest against, the individual.

Attach a Copy of Driver’s License or State ID

Attach a copy of your Driver’s License or State ID:

Authorization for Direct Deposit

CONSUMER AUTHORIZATION FOR DIRECT DEPOSIT VIA ACH (ACH CREDITS)

Direct Deposit via ACH is the deposit of funds to a consumer’s account.

I (we) hereby authorize ConectUS Wireless (“COMPANY”) to electronically credit my (our) account (and, if necessary, to electronically debit my (our) account to correct erroneous credits) as follows:

Type of Account: Checking or Savings

Routing Number:
Account Number:
Your Full Name, as seen on Account:

Photo of Voided Check:

I (we) understand that this authorization will remain in full force and effect until I (we) notify COMPANY [insert manner of revocation, i.e., in writing, by phone, location, address, etc.] that I (we) wish to revoke this authorization. I (we) understand that COMPANY requires at least [X days/weeks] prior notice in order to cancel this authorization.

Email:

SIGNATURE

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Hardware & Software Requirements

Use of this Service Requirements

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3. a PDF reader or browser capable of displaying Adobe PDF documents
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Electronic Signature         Disclosure & Consent

Document Blockchain ID: cCI3Amjt2K3OgZc3WGQLIgkvvimegDIFKsEOLO0rNNs1wfElMQp8aJbRkmS0n13y, Signed on: , Signer 1 given identity: user@gmail.com, email verified by signer, IP Address: , Via browser: , Running on: , Language: , Timezone: , Resolution: , Destruction Date: , Document last modified prior to signature: