Independent Contractor Agreement

1. Relationship of the Parties

Each approved reseller agent operates as an independent contractor of WP Integrate LLC. Nothing in this agreement creates an employer-employee relationship, partnership, joint venture, or franchise. Agents are solely responsible for their own taxes, business expenses, and operational costs.

2. Services and Territory

Upon approval, each agent is assigned an exclusive territory. Within that territory, the agent is authorized to:

• Market and resell WPI digital services to local businesses
• Use WPI-approved sales materials and brand assets
• Manage client relationships through the WPI agent portal

Territory exclusivity is maintained as long as the agent meets minimum activity standards as defined in the full ICA.

3. Commission Structure

Agents earn commissions on active client accounts they introduce to WPI:

• Recurring commission: 10% of monthly service value for each active client
• First-contract bonus: 5% one-time bonus on the total first contract value
• Commissions are calculated monthly and paid on the 15th of the following month
• Commissions continue as long as the client remains active and the agent ICA is in force

4. Payout Methods

Commissions are paid via:

• US agents: Stripe Connect direct deposit (ACH)
• International agents: Wise (TransferWise) international transfer

Agents must provide valid payout account details through the agent portal to receive payments. A minimum payout balance of $50 USD applies.

5. Approved Conduct

Agents agree to represent WPI professionally and honestly. Prohibited activities include:

• Making promises or representations about WPI services that are not in approved materials
• Contacting clients of other WPI agents outside their territory
• Engaging in any activity that disparages WPI or its clients
• Sharing WPI proprietary materials, pricing, or client data with third parties

6. Term and Termination

The ICA is effective from the date of execution and continues until terminated by either party with 30 days’ written notice. WPI may terminate immediately for material breach, fraudulent activity, or conduct that damages WPI’s reputation. Upon termination, commission payments for active clients continue for a 90-day wind-down period.

7. Confidentiality

Agents must keep confidential all non-public information about WPI, its clients, and its business operations, both during and after the term of the ICA. This obligation survives termination.