Toure Nelson Independent Contractor Agreement

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Independent Contractor Agreement

Between IWS Enterprises Inc. (Company) and Toure Nelson (Contractor)

Effective Date: December 16, 2024

1. Purpose

This Agreement outlines the terms and conditions under which Toure Nelson
(Contractor) will provide services to IWS Enterprises Inc. (Company). The Contractor’s
primary role will be to contact potential prospects regarding surplus funds from their
foreclosed properties.

2. Scope of Service

The Company will provide all essential tools and resources required for the Contractor
to perform their duties effectively. This includes access to the Company CRM, phone
system, lead generation, and team support—all costs covered by the Company. The
Contractor will call qualified prospects on behalf of the Company, present the
Company's services professionally, conduct live transfers, set appointments, and close
sales as they become ready to do so.

3. Compensation

The Contractor's compensation is strictly commission-based. There will be no hourly


wage. Commissions will only be paid to the Contractor for sales made or directly
assisted by the Contractor. The commission will be a 70/30 split of the collected funds,
with 70% going to the Company and 30% to the Contractor, after deducting specific
costs. These costs include attorney fees, which vary depending on the attorney used
and will be outlined in the final voucher provided by the attorney after payout from the
attorney's trust account. Additionally, deductions include $250 for notary costs and any
bonuses due to the Sales Development Representative (SDR) involved in the sale. The
SDR bonus is based on a sliding scale as outlined in their bonus structure. The SDR
bonus structure will be provided separately for your records. Commissions will be paid
to the Contractor once the surplus funds check clears the Company’s bank account.

4. Notice of Termination

Either party may terminate this Agreement under the following conditions:

1. For Cause: Termination will be effective immediately upon written notice if


reasonable cause exists. Reasonable cause includes, but is not limited to:

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○ A material breach of this Agreement, or
○ Any action that exposes the other party to liability for damages.
2. Without Cause: Either party may terminate this Agreement at any time by
providing written notice at least 5 days prior to the intended termination date.

5. Non-Circumvention

a. Protection of Interests: The Contractor agrees not to circumvent the Company by


independently attempting to claim funds identified by the Company or by engaging with
other entities for fund recovery purposes. Any violation of this provision shall result in
the Contractor being liable for damages and all costs incurred by the Company.

b. Remedies for Breach: If the Contractor breaches this provision, they agree to pay
the Company the entire percentage charged to the claimant of the surplus funds on any
deals closed independently, as well as to reimburse all costs incurred by the Company.
Payment shall be made within five (5) business days via wire transfer.

c. Enforcement Costs: The Contractor agrees to cover all costs, including attorney's
fees and legal expenses, incurred by the Company in enforcing this provision.

6. Non-Solicitation and Non-Recruitment

The Contractor agrees not to solicit, recruit, or attempt to recruit any employee,
contractor, or affiliate of the Company or its subsidiaries to work for or provide services
to any other venture, business, or entity for a period of two (2) years following the
termination of this Agreement. Any breach of this provision shall be considered a
material breach of this Agreement and will result in liability for damages and
enforcement costs.

7. Confidentiality and Proprietary Information

The Contractor acknowledges that all information provided by the Company, including
client lists, proprietary sales and marketing methods, sales scripts, marketing materials,
proprietary client agreements and contracts, and custom automations and workflows
built inside of the Company's CRM, is confidential and proprietary to the Company.
General working knowledge of the systems and tools, such as the CRM and phone
system, and how they are used, is not considered proprietary information. The
Contractor agrees not to disclose, sell, or distribute any of the Company's proprietary
information without prior written permission from the Company. Unauthorized disclosure
of any proprietary information is considered a material breach of this Agreement.

8. Arbitration

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All disputes arising from this Agreement shall be resolved by binding arbitration in the
state where the Company maintains its office. The arbitration shall follow the rules of the
American Arbitration Association and be conducted by a single arbitrator. The
arbitrator’s decision shall be final and binding, with judgment upon the award eligible for
entry in any court with jurisdiction. Each party will bear its own arbitration expenses, and
the prevailing party shall be entitled to reasonable attorney’s fees.

9. Miscellaneous Provisions

a. Counterparts and Transmission: This Agreement may be signed in counterparts. A


signed copy received via fax, scan, hard copy, or email is deemed original.

b. Governing Law and Venue: This Agreement shall be governed by the laws of the
state where the Company’s office is located, and any disputes shall be resolved in the
County Courts within that County. The prevailing party is entitled to reasonable
attorney’s fees and other relief as awarded by the Court.

c. Binding Effect: This Agreement binds all heirs, successors, and assigns of both
parties.

d. Entire Agreement: This document constitutes the entire agreement between the
parties. No other agreement, statement, or promise shall be binding unless documented
in writing and signed by both parties.

e. Severability: If any provision of this Agreement is found unenforceable, the


remainder of the Agreement shall remain in full force and effect.

f. Modification: Modifications to this Agreement must be made in writing and signed by


both parties.

g. Tax Advice: The Company does not provide tax advice. The Contractor should
consult a tax advisor regarding any tax consequences related to this Agreement.

h. Indemnification: Contractor shall indemnify and hold Client harmless from any loss
or liability arising from performing services under this Agreement.

i. Disclaimer of Guarantee and Estimates: The Company makes no guarantees or


promises regarding the outcome of any claims, and any comments by the Company are
expressions of opinion only. No guarantee of success is implied by this Agreement.

10. Acknowledgment

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Both parties have read and understood the terms outlined in this Agreement. The
Contractor agrees to these terms as of the date the Company first provided services. A
fully executed copy of this Agreement will be provided to the Contractor.

____________________________________________________________________________

IWS Enterprises Inc. (Company)


By: _______________________________
Signature: __________________________
Title: ______________________________
Date: ______________________________

NOTARY ACKNOWLEDGEMENT
The foregoing has been acknowledged before me this ____ day of

_________________, 20____, by __________________________________.

Witness my hand and official

My commission expires:______________________ (Notary Seal)

_________________________________________

Toure Nelson (Contractor)


Signature: _________________________
Date: _____________________________

NOTARY ACKNOWLEDGEMENT
The foregoing has been acknowledged before me this ____ day of

_________________, 20____, by __________________________________.

Witness my hand and official

My commission expires:______________________ (Notary Seal)

__________________________________________

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