Innovative Marketing Concept
  • This Independent Contractor Agreement (agreement is entered into as of
  • / /
  • by and between Innovative Marketing Concept, with a principal place of business at 15420 Comus Road, Boyds, MD. 20841. (Hereinafter referred to as the (Company), and
  • a corporation, or an individual person with a principal place of business at:
  • 1.Services.

    1.1 Nature of Services. Contractor whether an individual or organized as a corporation, LLC or any other type of organization, wishes to sell companies product, as an independent contractor ( hereinafter referred to as the Services). Contractor agrees that the Services are done as work made for hire as that term is defined under U.S. copyright law and that as a result, Company will own all copyrights in the Services. The contractor will perform such services in a diligent and workmanlike manner. Contractor agrees to the commission plan and residual income plan provided at the time of interview. Contractor agrees that they will keep a good working professional relationship with the clients they sell companies products to. Contractor acknowledges that they are responsible for any expenses while performing those services necessary in the process of selling companies product.
  • 1.2 Relationship of the Parties. Contractor enters into this Agreement as and shall continue to be, an independent contractor. All Services shall be performed only by Contractor and Contractor's employees (if any). Under no circumstances shall Contractor, or any of Contractor's employees, look to Company as his/her employer, or as a partner, agent or principal. Neither Contractor nor any of Contractor's employees (if any), shall be entitled to any benefits accorded to Company's employees, including without limitation worker's compensation, disability insurance, vacation or sick pay. Contractor shall be responsible for providing, at Contractor's expense, and in Contractor's name, unemployment, disability, worker's compensation, and other insurance, as well as licenses and permits usual or necessary for conducting the Services.
  • 1.3 Compensation and Reimbursement. Contractor shall be solely responsible for any and all taxes, Social Security contributions or payments, disability insurance, unemployment taxes, and other payroll-type taxes applicable to such compensation. Contractor hereby indemnifies and holds Company harmless from, any claims, losses, costs, fees, liabilities, damages or injuries suffered by Company arising out of Contractor's failure with respect to its obligations in this Section 1.3

    1.4 Residuals for Active Independent Sales Reps.
    Residual payments will continue to be paid to independent sales reps as long as the business owner makes the monthly residual payment and the sales rep is active in the company. The definition of active in the company means:
    1. They have been currant with their monthly monitoring and maintenance fee for a period of 6 months.
    2. They are currant with the monthly maintenance fee at the time the residuals are to be paid.
  • 2. Protection of Company's Confidential Information.

    2.1 Confidential Information. The company now owns and will hereafter develop, compile and own certain proprietary techniques, trade secrets, and confidential information which have great value in its business (collectively, Company Information). The company will be disclosing Company Information to Contractor during Contractor's performance of the Services. Company Information includes not only information disclosed by Company, but also information developed or learned by Contractor during the Contractor's performance of the Services. Company Information is to be broadly defined and includes all information which has or could have commercial value or other utility in the business in which Company is engaged or contemplates engaging or the unauthorized disclosure of which could be detrimental to the interests of Company, whether or not such information is identified by Company. By way of example and without limitation, Company Information includes any and all information concerning innovative marketing concept(s), discoveries, developments, designs, improvements, inventions, formulas, software programs, processes, techniques, know-how, data, research techniques, customer and supplier lists, marketing, sales or other financial or business information, scripts, and all derivatives, improvements and enhancements to any of the above. Company Information also includes like third-party information which is in Company's possession under an obligation of confidential treatment.
  • 2.2 Protection of Company Information. Contractor agrees that at all times during or subsequent to the performance of the Services, Contractor will keep confidential and not divulge, communicate, or use Company Information, except for Contractor's own use during the Term of this Agreement to the extent necessary to perform the Services.
  • 3. Prior Knowledge and Relationships.

    3.1 Other Commitments. Except as disclosed on Exhibit D to this Agreement, Contractor has no other agreements, relationships or commitments to any other person or entity which conflict with Contractor's obligations to Company under this Agreement. Contractor agrees not to enter into any agreement, either written or oral, in conflict with this Agreement.
  • 3.2 Representations and Warranties. Contractor represents and warrants to Company that (a) Contractor has full power and authority to enter into this Agreement including all rights necessary to make the foregoing assignments to Company; Contractor shall defend, indemnify and hold Company and its successors, assigns and licensees harmless from any and all claims, actions and proceedings, and the resulting losses, damages, costs and expenses (including reasonable attorneys' fees) arising from any claim, action or proceeding based upon or in any way related to Contractor's, or Contractor’s employees, breach or alleged breach of any representation, warranty or covenant in this Agreement, and/or from the acts or omissions of Contractor or Contractor’s employees.
  • 4. Termination of Agreement.

    4.1 Term. This Agreement shall be effective from the date first listed above for the period set forth on Exhibit A, or until completion of the Services, as applicable, unless sooner terminated by either party in accordance with the terms and conditions of this Agreement (Term).

    This Agreement can be terminated by either party effective upon notice to the other party under the following circumstances.
    1. If company finds that the Independent Sales representative has engaged in any action deemed damaging to IMC.
    2. Has broken any of the rules set forth in this agreement.
    3. Has not kept currant with the monthly obligation to IMC.
    If any of this occurs any obligation it may otherwise have under this Agreement shall cease immediately, except that Company shall be obligated to compensate Contractor for work performed up to the time of termination. If Contractor exercises its right to terminate the Agreement, any obligation it may otherwise have under this Agreement shall cease immediately. Additionally, this Agreement shall automatically terminate upon Contractor’s death. In such event, Company shall be obligated to pay Contractor’s estate or beneficiaries only the accrued but unpaid compensation and expenses due as of the date of death of the sale of the product, not the residual payment
  • 4.2 Continuing Obligations of the Contractor. The provisions of Sections 1.1 (as relates to creation and ownership of copyright), 1.2, 1.3, 2, 3, 4, 5.2, and 6 shall survive expiration or termination of this Agreement for any reason.
  • 5. Additional Provisions.

    5.1 Governing Law and Attorney’s Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its choice of law principles. The parties consent to exclusive jurisdiction and venue in the federal and state courts sitting in Montgomery County. In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees, costs, and other expenses.

    5.2 Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto. Contractor shall have no right to (a) assign this Agreement, by operation of law or otherwise; or (b) subcontract or otherwise delegate the performance of the Services without Company’s prior written consent which may be withheld as Company determines in its sole discretion. Any such purported assignment shall be void.

    5.3 Severability. If any provision of this Agreement shall be found invalid or unenforceable, the remainder of this Agreement shall be interpreted so as to best reasonably effect the intent of the parties.
  • 5.4 Entire Agreement. This Agreement, including the Exhibits, constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.

    5.5 Injunctive Relief. Contractor acknowledges and agrees that in the event of a breach or threatened breach of this Agreement by Contractor, Company will suffer irreparable harm and will, therefore, be entitled to injunctive relief to enforce this Agreement.

    5.6 Agency. The contractor is not Company’s agent or representative and has no authority to bind or commit Company to any agreements or other obligations.

    5.7 Covenant Not to Compete. Contractor agrees that at no time during the term of this Agreement with the Company will Contractor engage in any business activity which is competitive with the Company nor work for any company which competes with the Company for a period of one (1) year immediately following the termination of this Agreement.

    5.8 Non-solicitation. During the term of this Agreement, and for a period of One (1) year immediately thereafter, Contractor agrees not to solicit any employee or independent contractor of the Company on behalf of any other business enterprise, nor shall you induce any employee or independent contractor associated with the Company to terminate or breach an employment, contractual or other relationship with the Company.
  • Director to Business - Director Protection.

    Any business that has already been sold a device cannot be marketed a device by an Innovative Marketing Director. Any director caught marketing an existing client will suffer the loss of residual income and terminated as a director for Innovative Marketing Concepts.
  • As an Independent Contractor for Innovative Marketing Concept, I have read and agree to all the rules and regulations set forth by IMC. I also acknowledge that from time to time IMC will make changes and additions to the rules and regulations and it is the director's responsibility to monitor those changes and additions. The directors acknowledge that IMC is not responsible to notify the directors of those changes.


    If at any time independent contractor wishes to cancel recurring payment of device or recurring payment of a team website they must submit a request within 30 days of cancellation to the IMC main office by email or regular mail.

  • Declined Credit Card Payment

    In the event that your recurring monthly payment declines you will be contacted by a representative either by phone or email. At this time you will have three business days to make your account current. Failure to pay your monthly recurring payment within the allotted time will result in the deletion of your beacon, this action is irreversible.
  • Refund Policy

    By signing this document purchaser agrees to the following refund policy. Purchaser has three days to return the advertising devices from the estimated time of delivery for a refund.
Once the refund period is over there can be no refunds unless authorized by Innovative Marketing Concept due to special circumstances.

    Business owner agrees that to be eligible for a refund they must meet the criteria set forth in this refund agreement. Business owner agrees that this refund policy is NON DISPUTABLE.


    1.        Business owner must return to IMC all devices that were shipped to business in original packaging within 3 days of the date they were received in working condition without any damages. Once received IMC will refund the business owner IMC’s cost on the device.


    2.        Due to the costs associated with the setup and programing of the Long Range Blue Tooth Broadcasting Device, the costs to purchase, URL, Art work, Text, Scan QR and set up of Text and Email data gathering dashboard at the request of the business owner, which are all fixed costs in the setup of the program the business owner agrees that there is no refund.

If there is a manufacturer’s defect the purchaser is entitled to a no-cost replacement.
 The device will not be replaced if it is lost, stolen or damaged.

    By signing this agreement I acknowledge that as an Independent Contractor marketing the IMC program, I will be collecting the funds for the initial sale and the first month recurring for the IMC program. IMC will be processing the second month and each month forward for their recurring for all business and sales directors that I sell the IMC program to.

    I acknowledge that I will follow IMC’S refund policy and that I am responsible for any refund of funds that I have collected in the event that any business or director that I have sold to wishes to cancel and be refunded. IMC is not responsible for refunding any funds that I have collected from any business owner or director that I have collected from.

    By signing this agreement you also agree that you will abide by all the Rules and Regulation and Terms and Conditions of the use of the
    Text and Email marketing program, and that IMC is not liable for any intentional or unintentional use.

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