Independent Contractor Agreement

This Independent Contractor Agreement (the “Agreement”) is entered into as of [Insert Effective Date, e.g., October 7, 2025], by and between:

  • PixelGR, LLC (the “Company”), a limited liability company organized under the laws of the State of Texas, with its principal place of business at 2150 S Central Expy STE 200, McKinney, TX 75070.

  • Serena Thompson (the “Field Agent“), with its principal place of business or residence in Texas.

1. Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

  • “Confidential Information”: Information not generally known to the public, including but not limited to trade secrets, customer lists, pricing strategies, marketing plans, product development details, and financial data, as further described in Section 6.

  • “Customer”: Any individual or entity with whom the Field Agent interacts to market, communicate, or sell the Company’s web services and products under this Agreement.

  • “Services”: The marketing, communication, and sale of the Company’s web services and products, as described in Section 2.

  • “Work Product”: Any materials, deliverables, or intellectual property created by the Field Agent in performing the Services.

  • “Field Agent” or “Field Agent Leader”: The independent contractor executing this Agreement, referred to interchangeably as “Contractor” in certain contexts, as defined by their assigned level in Addendum A.

  • “Company Systems”: Software, platforms, or other technological tools provided by the Company (e.g., sales tracking systems) to assist the Field Agent in performing the Services, as described in Section 6.4.

  • “Standard Terms and Conditions”: The Company’s standard contractual terms for the sale of web services and products, including but not limited to Work Orders or Terms of Service, as provided or approved by the Company.

2. Recitals

WHEREAS, the Company is engaged in the development and provision of web services and products;

WHEREAS, the Field Agent desires to provide Services to the Company as an independent contractor in the capacity of a Field Agent or Field Agent Leader, marketing, communicating, and selling the Company’s web services and products;

WHEREAS, the parties intend for the Field Agent to operate as an independent contractor and not as an employee of the Company;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

3. Services

3.1 Scope of Services. The Field Agent shall provide the following Services to the Company:

  • Marketing, communicating, and selling web services and products developed by the Company to potential Customers.

  • The Services shall be performed in a professional manner consistent with industry standards.

  • The Field Agent may perform the Services remotely via telephone or other electronic means from any location within the United States, or in person at locations of the Field Agent’s choosing, provided such performance complies with all applicable federal, state, and local laws and regulations.

  • The Field Agent is not required to meet sales quotas or performance targets unless mutually agreed in writing in a separate statement of work or addendum.

3.2 Optional Resources. The Company may provide optional training materials, including online videos and a recommended 8-step sales process, as guidelines to assist the Field Agent in understanding the Company’s products and services and addressing Customer needs or objections. Additionally, the Company may provide optional marketing materials, online resources, and templates (e.g., business card templates) to support the Field Agent’s marketing efforts for the Company’s products and services. Use of these materials is entirely optional, and any associated costs (e.g., printing or production) shall be borne solely by the Field Agent. The Field Agent is not required to follow these guidelines and retains full discretion over the methods, strategies, and timing of performing the Services.

3.3 Reporting. No specific deliverables, timelines, or milestones are predefined unless specified in a separate statement of work or addendum. The Field Agent shall report sales and related activities to the Company as reasonably requested.

3.4 Geographic Scope. The Company currently operates in Michigan, Texas, and Florida, but the Field Agent’s Services may extend to Customers in any U.S. state.

4. Compensation

4.1 Commission Structure. The Field Agent shall be compensated solely on a commission basis, at a rate determined by the Field Agent’s assigned Field Agent or Field Agent Leader level, as specified in the attached Addendum A (Commission Schedule).

4.2 Payment Terms. Commissions shall be calculated as a percentage of the net revenue received by the Company from sales directly attributable to the Field Agent’s efforts, after deducting any refunds, chargebacks, or applicable taxes. Payment shall be made via electronic means (e.g., ACH, wire transfer) within five (5) business days following the Company’s receipt of full payment from the Customer.

4.3 Commission Disputes. In the event of a dispute regarding commission calculations, the Company’s accounting records shall control absent manifest error. The Field Agent may request a review of commission calculations within 30 days of payment, and the Company shall provide a written explanation of the calculation within 10 business days.

4.4 Tax Responsibilities. The Field Agent is responsible for all taxes, withholdings, and reporting obligations related to compensation received under this Agreement. The Company will issue IRS Form 1099-NEC or equivalent as required under then-current IRS rules.

4.5 No Additional Compensation. No other compensation, benefits, reimbursements, or expenses shall be provided unless agreed upon in writing.

5. Term and Termination

5.1 Term. This Agreement shall commence on the Effective Date and continue perpetually until terminated by either party.

5.2 Termination. Either party may terminate this Agreement at any time, with or without cause, upon written notice to the other party.

5.3 Post-Termination Obligations. Upon termination, the Field Agent shall cease all Services and return or destroy all Confidential Information in their possession. Commissions earned on sales completed prior to termination shall be paid in accordance with Section 4.

6. Independent Contractor Status

6.1 Status. The Field Agent is an independent contractor and not an employee, agent, partner, or joint venturer of the Company.

6.2 Authority. The Field Agent is authorized to enter into sales agreements with Customers on behalf of the Company for the Company’s web services and products, provided such agreements are consistent with the Company’s Standard Terms and Conditions (e.g., Work Orders or Terms of Service) and are executed using templates or contract forms provided by the Company, or as otherwise pre-approved in writing by the Company. The Field Agent shall have no authority to bind the Company to any other type of agreement or obligation without the Company’s prior written consent.

6.3 Other Clients. The Field Agent is free to provide services to other clients, provided such services do not violate the terms of this Agreement (including Sections 7 and 8).

6.4 Tools and Resources. The Field Agent is solely responsible for providing all tools, equipment, and resources necessary to perform the Services, including but not limited to computers, software, travel expenses, and marketing materials, unless otherwise agreed in writing. The Company may provide optional tools or platforms (e.g., software access, sales tracking systems) to assist the Field Agent, as well as optional marketing materials, online resources, and templates (e.g., business card templates for use in promoting the Company’s products and services). The Field Agent is not required to use these tools or materials and retains full discretion to select their own tools and methods for performing the Services, provided that any marketing materials created or used by the Field Agent to promote the Company’s products and services exclusively feature the Company’s branding, do not reference or promote competing brands, and are submitted to the Company for written approval in advance to ensure brand consistency and prevent Customer confusion. The Company will provide a response to approval requests within five (5) business days. Any associated costs for using Company-provided materials, such as printing or production expenses, shall be borne solely by the Field Agent, and the Company will not reimburse such costs unless expressly agreed in writing.

6.5 Tax Obligations. The Field Agent is solely responsible for all federal, state, and local taxes, including income, self-employment, and any other applicable taxes arising from compensation paid under this Agreement. The Company will issue IRS Form 1099-NEC to the Field Agent as required under then-current IRS rules and will not withhold taxes or provide W-2 forms. The Field Agent is not required to maintain liability insurance unless mutually agreed in writing.

6.6 No Employee Benefits. The Field Agent is not entitled to and will not receive any employee benefits from the Company, including but not limited to health insurance, paid vacation, sick leave, retirement plans, or stock options.

6.7 Field Agent Autonomy and Company Limitations. To maintain the Field Agent’s status as an independent contractor under IRS guidelines:

  • The Company may: Provide optional training materials and tools, set commission rates, require compliance with applicable laws, request reasonable sales reports, and protect Confidential Information.

  • The Company may not: Mandate specific work hours, locations, or methods for performing the Services; require attendance at meetings or adherence to the 8-step sales process; provide employee-like benefits; withhold taxes; or dictate the use of specific tools or equipment beyond what is necessary to access Company Systems.

  • The Field Agent retains full control over the manner and means of performing the Services, subject only to the terms of this Agreement.

7. Confidentiality and Non-Disclosure

7.1 Obligations. The Field Agent acknowledges that, in the course of performing the Services, they may have access to Confidential Information. The Field Agent agrees to hold all Confidential Information in strict confidence and not to disclose, use, copy, or reproduce it except as necessary to perform the Services or as expressly authorized in writing by the Company. This obligation shall survive termination of this Agreement indefinitely.

7.2 Proprietary Data. The Field Agent shall not use any proprietary data of the Company (e.g., algorithms, software code, databases) for any purpose other than the Services, and shall take all reasonable measures to protect such data from unauthorized access or theft.

7.3 Privileged Position. The Field Agent recognizes that their role provides access to sensitive business insights and agrees not to exploit this privileged position for personal gain or to the detriment of the Company, including but not limited to using Confidential Information to compete with the Company or solicit its Customers/employees outside the scope of this Agreement.

7.4 Return of Materials. Upon termination or request, the Field Agent shall promptly return or destroy all materials containing Confidential Information.

7.5 Remedies. Breach of this section may result in irreparable harm to the Company, entitling it to seek injunctive relief in addition to any other remedies available at law or equity. The Field Agent shall indemnify the Company for any losses arising from unauthorized disclosure or use.

8. Non-Compete, Non-Solicitation, and Non-Raid

To protect the Company’s legitimate business interests, including its Customer relationships, goodwill, and Confidential Information, the Field Agent agrees to the following restrictions, which the parties acknowledge are reasonable given the nationwide, remote nature of the Services, the Field Agent’s access to proprietary sales strategies, and the competitive web services industry.

8.1 Non-Compete. During the term of this Agreement and for a period of one (1) year following its termination or expiration (the “Restricted Period”), the Field Agent shall not, directly or indirectly (whether as owner, partner, employee, consultant, agent, or in any other capacity), engage in or assist any person or entity in engaging in any business that directly competes with the Company’s web services and products within the United States, provided that such competition involves (i) Customers or prospects the Field Agent contacted, solicited, or serviced on behalf of the Company during the term or (ii) uses or relies on the Company’s Confidential Information or trade secrets. This restriction is limited to activities substantially similar to the Services and does not prohibit the Field Agent from general employment in unrelated fields.

The Field Agent acknowledges that this covenant is ancillary to the otherwise enforceable provisions of this Agreement (including the provision of Confidential Information and commission opportunities), does not impose a greater restraint than necessary to protect the Company’s legitimate interests, and is supported by adequate consideration. If any court determines this provision to be unenforceable, it shall be reformed to the maximum extent permissible under applicable law.

8.2 Non-Solicitation and Non-Raid. During the term of this Agreement and for a period of one (1) year following termination, the Field Agent shall not, directly or indirectly:

  • Solicit, induce, or attempt to solicit or induce any Customer, client, or prospect of the Company (with whom the Field Agent had contact during the term) to cease doing business with the Company or to divert business to a competitor.

  • Solicit, recruit, or attempt to solicit or recruit any employee, contractor, or agent of the Company to leave their position or join a competitor (the “Non-Raid Clause”). These restrictions are limited to activities that directly compete with the Company’s web services and products business.

The Field Agent acknowledges that these covenants are reasonable in scope, duration, and geography (applicable nationwide within the U.S., given the remote nature of the Services).

9. Intellectual Property

9.1 Work for Hire. Any Work Product, inventions, designs, or materials created by the Field Agent in the performance of the Services shall be considered “work for hire” and owned exclusively by the Company. To the extent any Work Product is not deemed work for hire under applicable law, the Field Agent hereby assigns all right, title, and interest in such Work Product to the Company.

9.2 Assignment. The Field Agent assigns all rights, title, and interest in such intellectual property to the Company and agrees to execute any documents necessary to perfect such assignment.

9.3 Third-Party IP. The Field Agent shall not use any third-party intellectual property in the Services without the Company’s prior written approval.

10. Data Privacy

The Field Agent shall comply with all applicable federal, state, and local data privacy laws and regulations (e.g., the California Consumer Privacy Act, if applicable) when handling Customer data or other personal information in connection with the Services. The Field Agent shall promptly notify the Company of any data breach or unauthorized access to Customer data and cooperate fully in any investigation.

11. Non-Disparagement

During and after the term of this Agreement, the Field Agent shall not make any statements, written or oral, that disparage the Company, its products, services, or reputation, except as required by law. This obligation does not restrict the Field Agent from providing truthful testimony or information in legal proceedings.

12. Representations and Warranties

12.1 Field Agent Representations. The Field Agent represents that they have the skills, experience, and authority to perform the Services and that the Services will not infringe any third-party rights.

12.2 Company Representations. The Company represents that it has the authority to enter into this Agreement.

13. Indemnification

The Field Agent shall indemnify, defend, and hold harmless the Company from any claims, losses, or liabilities arising from the Field Agent’s breach of this Agreement, negligence, or willful misconduct.

14. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (except for payment obligations) due to causes beyond its reasonable control, including but not limited to natural disasters, acts of government, war, or pandemics, provided that the affected party promptly notifies the other and takes reasonable steps to mitigate the impact.

15. Governing Law and Dispute Resolution

15.1 Governing Law. This Agreement shall be governed by the laws of the State of Texas, without regard to conflict of laws principles.

15.2 Dispute Resolution. The parties agree that arbitration is the preferred method for resolving disputes arising hereunder. The parties agree that any disputes arising hereunder shall be resolved exclusively in the state or federal courts located in Dallas County, Texas, and each party hereby consents to the personal jurisdiction and venue of such courts, waiving any objections thereto. Alternatively, disputes may be resolved through binding arbitration in Dallas County, Texas, under the rules of the American Arbitration Association, provided that either party may waive arbitration by providing written notice to the other party within 30 days of the dispute arising, in which case the dispute shall proceed in Dallas County courts.

16. Miscellaneous

16.1 Entire Agreement. This Agreement, including Addendum A, constitutes the entire understanding between the parties and supersedes all prior agreements.

16.2 Amendments. No amendments except in writing signed by both parties.

16.3 Severability. If any provision is held invalid, the remainder shall continue in effect.

16.4 Notices. All notices shall be in writing and delivered via email or certified mail to the addresses below.

16.5 Survival. Sections 7 (Confidentiality and Non-Disclosure), 8 (Non-Compete, Non-Solicitation, and Non-Raid), 9 (Intellectual Property), 10 (Data Privacy), 11 (Non-Disparagement), 13 (Indemnification), and 15 (Governing Law and Dispute Resolution) shall survive termination of this Agreement.

17. Assignments

The Field Agent may not assign this Agreement or delegate the Services to any third party without the Company’s prior written consent. The Company will not assign specific tasks, schedules, or supervisory duties to the Field Agent in a manner that would imply an employee relationship.

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

Marcus Anthonsen
PixelGR, LLC

Insert Signature

Addendum A: Commission Schedule

This Addendum specifies the Field Agent’s Field Agent or Field Agent Leader level and corresponding commission rate. Select the applicable level below or attach a separate page for the assigned level. Each level corresponds to a specific commission percentage on qualifying sales. The Field Agent’s level may be updated by mutual agreement in writing.

  • Field Agent Level 6: 15% commission