This Independent Contractor Agreement (“Agreement”) is entered into by and between Company and Contractor. By executing below, the Parties agree as follows:
1. Independent Contractor Relationship
Contractor is an independent contractor and not an employee. Nothing in this Agreement creates an employer–employee relationship, partnership, or joint venture. Contractor is solely responsible for taxes, licensing, E&O insurance, office expenses, and all other business costs.
2. Ownership of Clients and Downline Agents – Mutual Business Protections
Contractor retains full ownership of any clients or downline agents personally recruited, originated, or contracted directly by Contractor, unless otherwise agreed in writing.
3. Non-Solicitation, Non-Affiliation & Enforcement
3.1 Non-Solicitation
For thirty-six (36) months following termination of this Agreement, Contractor shall not directly or indirectly solicit, recruit, contract with, or accept business from:
- Any client, referral partner, or agent not originally recruited, referred, or personally contracted by Contractor;
- Any individual or entity that was part of another RMJ Contractor’s client list or downline; or
- Any business relationships developed or assigned through RMJ Companies’ internal marketing, CRM systems, training, onboarding support, or company-sponsored events.
3.2 Non-Affiliation
Contractor agrees not to affiliate, partner, or engage in any capacity with any client, agent, or referral partner of RMJ Companies not originally theirs for a period of thirty-six (36) months post-termination. This restriction applies only to clients, agents, and referral partners who had an active relationship with RMJ Companies during Contractor’s tenure or were within the RMJ CRM, marketing systems, or downlines.
3.3 Penalties and Liquidated Damages
- Per Client Violated: The greater of $10,000 per client or 100% of commissions earned from that client in the thirty-six (36) months prior.
- Per Agent or Referral Partner Violated: The greater of $25,000 or 100% of revenue from that individual in the preceding thirty-six (36) months.
- Termination of Residual Compensation: All residual commissions or trail income are forfeited upon confirmed violation.
- Extended Restriction Period: Any breach extends the restriction period by an additional twelve (12) months.
- Injunctive Relief and Attorney Fees: Company may seek immediate injunctive relief and recover reasonable attorney fees and costs.
- Reasonableness: The Parties agree these amounts are reasonable estimates of anticipated harm and not penalties.
4. Confidentiality and Non-Disclosure
Contractor shall not disclose, use, or misuse any proprietary, financial, or client data of RMJ Companies, except as necessary to perform under this Agreement. This obligation survives termination.
5. Miscellaneous
Entire Agreement. This Agreement constitutes the entire understanding between the Parties regarding the subject matter and supersedes all prior discussions or agreements.
Assignment. Contractor may not assign this Agreement or delegate obligations without Company’s prior written consent.
Modifications. Any modification must be in a writing signed by both Parties.
Ownership Disputes. Any dispute regarding ownership will be resolved based on CRM records and origination documentation. Final decisions shall be made by a designated internal committee or, if elected by Company, a neutral third-party reviewer.
Severability. If any provision is found unenforceable, the remainder shall continue in full force to the maximum extent permitted.
Counterparts & Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original.
