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(Operations) Independent Contract Agreement


 Brand Troops Inc.

I (we) hereby authorize Brand Troops Inc hereinafter called COMPANY, to initiate credit and, if necessary, debit entries and adjustments for any credit entries in error to my (our): (select one) indicated below, at the depository Financial Institution named below, and to credit or debit the same from such account. I (we) acknowledge that the authority will remain in effect until I have (or either of us) cancelled it in writing and that the origination of ACH transactions to my (our) account must comply with the provisions of U.S. law.

Financial Institution

Branch (optional)





Account Type

Routing Number

Account Number

This authorization is to remain in full force and effect until COMPANY has received written notification from me (or either of us) of its termination in such time, and in such manner as to afford COMPANY and

Financial Institution a reasonable opportunity to act on it.

Substitute for Form W-9 Request for Taxpayer Identification Number

Pursuant to Internal Revenue Service Regulations, you must furnish your Taxpayer Identification Number (TIN) to Brand Troops Inc. If this number is not provided, you may be subject to a 31% withholding on each payment. To avoid this 31% withholding and to insure that accurate tax information is reported to the Internal Revenue Service, please use this form to provide the requested information.


Section 6109 of the Internal Revenue Code requires you to give your correct Taxpayer Identification Number (TIN) to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. The IRS will use the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation and to cities, states, and the District of Columbia to carry out their tax laws. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 30% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply

Purpose of this form:

Brand Troops Inc is processing a payment. To conform to IRS regulations for Form 1099, we must have a Federal Tax Identification Number or Social Security Number in our files for ALL VENDORS and INDIVIDUALS receiving payments from Brand Troops Inc (Although the information may be similar to what is typically provided on an IRS W-9 Form, an IRS W-9 Form may not be submitted in lieu of this Brand Troops Inc Substitute W-9 Form).In order to comply, we ask that you provide the following information:

1.Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.


 2. Business name/disregarded entity name, if different from above

 3. Check appropriate box for federal tax classification; check only one of the following seven boxes:

  Taxpayer Type:

 If limited liability company is selected, Enter the tax classification (C=C corporation, S=S corporation, P=partnership)   

 Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner.

 4.  Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any)  

Exemption from FATCA reporting code (if any) (Applies to accounts maintained outside the U.S.)  

Part I Taxpayer Identification Number (TIN) 

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter. 

 Social security number



Employer identification number

Part II Certification

 Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

3. I am a US citizen or other US person. Certification Instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For Mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN.

Release Authorization

Applicant Complete the Following

1. In connection with my Independent Agent Agreement, I understand that an investigative consumer report may be requested that will include information as to my character, work habits, performance, and experience, along with reasons for termination of past employment. I understand that as directed by company policy and consistent with the job described, you may be requesting information from public and private sources about my: workers' compensation injuries, driving record, court record, education, credentials, credit, and references.

2. Medical and workers' compensation information will only be requested in compliance with the Federal Americans with Disabilities Act (ADA) and/or any other applicable state laws. According to the Fair Credit Reporting Act, I am entitled to know if contract is not accepted because of information obtained by the contracting company from a consumer-reporting agency. If so, I will be notified and given the name and address of the agency or the source which provided the information.

3. I acknowledge that a facsimile (FAX) or photographic copy shall be as valid as the original. This release is valid all most federal, state and county agencies including all state Departments of Labor.

4. If you want a copy of the report(s) ordered, check this box. The report(s) will be sent to you at the address below.

5. I hereby authorize, without reservation, any law enforcement agency, institution, information service bureau, school, employer, reference or insurance company contacted by the reporting agency or its agent, to furnish the information described in Section 1. The following information is required by law enforcement agencies and other entities for positive identification purposes when checking public records. It is confidential and will not be used for any other purposes. I hereby release the contracting company and agents and all person, agencies, and entities providing information or reports about me from any and all liability arising out of the requests for or release of any of the above mentioned information or reports.

6. I acknowledge that the foregoing authorization shall continue in force until revoked by me in writing.

Please print your full name


Please print other names you have used

Home Address


City/State/ Zip Code


Social Security Number

Date of Birth


The Following states require sex and race to obtain information:  AL, AR, FL, GA, IA, IN, OR, TX, WI.



State ID/Driver’s License Number & State Issuing License

Name as it appears on License


(Operations) Independent Contract Agreement

This contract is made between Brand Troops Inc. (Company) and the individual or company listed above, to be referred to as Independent Contractor (Contractor), on (Date).

  1. Contract

Subject to the terms and conditions of this Agreement, Company hereby contracts with (Enter Name) as an Independent Contractor, to perform the services set forth herein, in consideration for compensation for services, and (Enter Name) hereby accepts such contract. This Agreement shall not render Contractor an employee, partner, agent of, or joint venturer with Company for any purpose. This agreement is not an employment agreement, and Contractor shall not have rights granted to an employee.  Contractor is and will remain an independent contractor in his or her relationship to the Company. Company shall not be responsible for withholding taxes with respect to Contractor's compensation hereunder. Contractor shall have no claim against Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, overtime pay, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind, other than the standard agreed upon compensation.

  1. Term of the Contract


  1. a) This Agreement shall be effective upon execution by the parties and shall remain in effect until terminated by either party in accordance with subsection (C) below (the “Term”); provided however, that the term applicable to any Market Acceptance Agreement (“MAA”, each a MAA Term) shall be extended to the Term of this Agreement solely with respect to the applicable MAA for the MAA Term. The termination of any MAA shall not automatically terminate this Agreement and this Agreement shall remain in effect with respect to any MAA not otherwise terminated in accordance with the terms of such MAA.


  1. b) Sections 1-28 shall survive the termination of this Agreement and shall also survive the termination of any MAA.


  1. c) Either party may terminate this contract at any time in writing, regardless of cause or lack thereof.


  1. Duties of Independent Contractor

Company contracts with the Independent Contractor to perform operational functions serving Brand Troops Inc. these services are, but not limited to; payroll, bookkeeping, language translator, direct sales, art design, graphic design, and marketing.

Contractor represents that he or she has the necessary qualifications, skills, and ability to perform the services hereunder in a competent, professional manner. Failure to perform all of the services required under this agreement constitutes a material breach of the agreement.

  1. Compensation

Contractor shall be compensated and reimbursed for the services as established by Company’s management. Company shall determine completeness of work product in its sole discretion, and Contractor agrees to make all revisions, additions, deletions or alterations as requested by Company.

Contractor will 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. 

  1. Compensation Upon Termination

If this contract is terminated, all compensation shall accrue and be paid to Contractor after termination for up to one week. Compensation occurring after two weeks time shall be held in Contractor’s retention account and paid to Contractor with the disbursement of the retention funds.

Payments will be made with respect to each item of compensation or benefit as soon as the amount due is determined and payment is made to Brand Troops Inc. by the client, except that in the event the termination is due to Contractor’s misconduct, Company shall have the right to withhold any and all monies due to Contractor and shall apply the same as an offset against any monies due to the Company from the Contractor as a result of Contractor’s misconduct. For purposes hereof, misconduct shall include any violation of the terms of this agreement, either before or after the termination of Contractor’s employment. Company shall have the right to withhold funds due to Contractor if Company has a good faith belief that Contractor has violated this Agreement, or if there is concern regarding client’s cancellations.

  1. Expenses


  1. Contractor shall bear all expenses related to the performance of his or her duties, and Contractor shall not bind the Company in any way for any expenses.


  1. Refunds, Damages or Settlement.

Company may in its full discretion for any reason refund all or any portion of the purchase price or rentals to any customer. Company may pay to any customer any amount in damages by the way of settlement of any claim arising out of the furnishing of any equipment, systems, and or services. In such event, the credit previously made to Contractor’s account, in the amount refunded or paid, may be deducted at the option of the Company from Contractor’s account.

  1. Unauthorized Action

Contractor agrees to conform to the rules of Company in transacting business. If Contractor exceeds his or her authority on any business transaction, and it is deemed necessary by Company to comply with the order, Contractor will indemnify Company with such amount as necessary to compensate Company for any loss or damages it may sustain.

  1. Equipment

Contractor is responsible for supplying all tools and/or equipment, and/or materials necessary for the successful completion of the Services.  Contractor is fully responsible for any and all equipment that is placed in his or her custody. Contractor will indemnify Company for the cost of replacement of any equipment that is damaged or lost. Such expenses shall be deducted from Contractor’s commissions if necessary. All equipment must be returned within 48 hours upon demand from the Company.

  1. Other Commitments

Contractor acknowledges that he or she 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.

  1. Independent Contractor Status
  2. Brand Troops Inc. and (Enter Name of Individual/Company) acknowledge and intend, that the Contractor enter into this agreement, and will remain throughout the term of the Agreement, as an Independent Contractor. Contractor’s use of Brand Troops Inc.’s email domain, logo, technical services, and/or support systems, does not indicate employment with the Company.  Contractor acknowledges that he or she does not have the authority to act for or on behalf of the Company or to bind the Company to any contract on any matter without the express approval of the Company in writing.
  3. Contractor agrees and acknowledges that he or she is solely responsible for determining the manner and means of accomplishing the services, and otherwise fulfill Contractor's obligations. Contractor further agrees that he or she will be solely responsible for the professional performance of the services except as may be specifically set forth in this agreement.
  4. The relationship between Contractor and Brand Troops Inc., is solely that of independent entities contracting with each other at arm’s length. Neither subcontractor nor any D2D representatives will have any authority to represent, obligate or bind Brand Troops Inc. except as expressly provided in this Agreement.
  5. This covenant and agreement is made independent of the other agreements set forth herein, and Contractor acknowledges, by his or her signature below, receipt of separate and adequate compensation in exchange for Contractor’s agreement to this covenant.
  6. Work Product

 All creations, inventions, designs, developments, research, and product of research, of Contractor related to the services provided by the Contractor for Company’s client under this agreement shall be the exclusive property of the Company and/or Company’s client. Contractor assigns all rights, title and interest to Company and/or Company’s client.

All creations, inventions, designs, developments, research, and product of research, of Contractor, created by Contractor prior to the term of this agreement and used by Contractor in providing services to Company and/or Company’s client, under this agreement, shall be the exclusive property of Company and/or Company’s client, for use in its operations and for infinite duration.

  1. Agreements Not to Compete

Contractor covenants and agrees that Contractor will not, for a period of one (1) year immediately following termination of the contractual relationship for any reason, do any of the following, directly or indirectly, as principal, agent, consultant, officer, stockholder, salesperson, employee or otherwise, for himself, or for any other person, firm, corporation or association:

  1. A) Sell, solicit, or accept business or orders, from existing customers of Company within the Contractor’s sales territory as described in paragraph (B), with respect to product or services similar to or competitive with the company or its subsidiaries, or
  2. B) Interfere with, disrupt or attempt to disrupt relationships, contractual or otherwise, between company and or a subsidiary, and its customers, employees, Independent Contractors, and or vendors.

Contractor further agrees that for a period of one year after termination of the contractual relationship, Contractor will not, on behalf of anyone engaged in a similar line of business, directly or indirectly, solicit business from any of the Company’s existing customers located in a any territory served by the Independent Contractor pursuant to this agreement or on behalf of the Company.

  1. Agency

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

  1. Advertising

Contractor agrees to follow all rules and regulations set forth by Company, as well as local, state, and federal regulators. The Contractor agrees to bring all advertising to Company prior to usage for approval, including advertising on the internet, as well as text messaging, instant messaging, and any other forms of communication that may be construed as advertising.

  1. Remedies for Breach of Contract
  2. Contractor acknowledges and agrees that in the event of a breach or threatened breach of any provision of this Agreement by Contractor, Company will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. Company shall be entitled to injunctions, both preliminary and final, enjoining and restraining such breach or threatened breach. Such remedies shall be in addition to all other remedies available at law or in equity including Company’s right to recover from the Contractor any and all damages that may be sustained as result of the Contractor’s breach of contract.
  3. In addition to any other remedies Company may have available to it under the terms of this contract, Company shall be entitled to stop the Contractor, by means of injunction, from violating any part of this contract, and to recover, by means of an accounting, any profits the contractor may have obtained in violation of this contract. Company shall be entitled to recover its attorney’s fees and expenses in any successful action by the Company to enforce this contract.
  4. Termination and Confidentiality

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

Either party may terminate this contract at any time in writing, regardless of cause or lack thereof.  However, Company may terminate this agreement without prior written notice to Contractor, if Contractor materially breaches any provision of this agreement.

If Company exercises its right to terminate the Agreement, any obligation it may otherwise have under this Agreement shall cease immediately, except 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 have under this Agreement will 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. 

In the event of termination, Contractor is still bound to keep all information confidential regarding the Company, Company’s policies and practices, as well as information pertaining to Partner Companies, for a minimum period of one year. Breach of confidentiality may result in Company taking legal action against Contractor.

  1. Arbitration

In the event of a dispute between the Contractor and the Company, Contractor agrees to waive the right to trial and have their arguments heard by an independent third-party arbitrator. All decisions of the arbitration ruling shall be final and binding upon both parties.

  1. Severability

If any cause or provision herein shall be adjudged invalid or unenforceable by a court of competent jurisdiction of any applicable law, it shall not affect the validity of any other clause or provision, which shall remain in full force and effect. Each of the provisions of this contract shall be enforceable independently of any other provision of this Agreement and independent of any other claim or cause of action. In the event of any dispute arising under this contract, it is agreed between the parties that the laws of the State of Illinois will govern this interpretation, validity and effect of this contract without regard to the place of execution or place of performance thereof.

  1. Complete Agreement

This Agreement 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.

This Agreement shall not be modified, changed or altered by any promise or statement by whosever made; nor shall any modification of it be binding upon the Company until such written modification shall have been approved in writing by an officer of the Company.

  1. Waiver of Breach

The waiver by Company of a breach of any provision of this contract by the Contractor shall not operate or be construed as a waiver of any subsequent breach by Contractor.

  1. Contract with Subsidiary

If Company owns, acquires or forms subsidiary companies or becomes connected with other affiliate companies, Contractor agrees to the assignment of this contract to any of the same and in such event all of the terms and conditions set forth herein shall bind the parties.

  1. Indemnification
  2. Contractor agrees to indemnify, defend, and hold harmless Brand Troops Inc. and its affiliates, subsidiaries, directors, officers, employees, agents, subcontractors, successors, and assigns, from and against any losses, costs, claims, actions, suits, proceedings, damages, liabilities, and fees (including attorney’s fees and disbursements) and any expenses whatsoever, resulting from, arising out of, or in any way connected with (i) Subcontractor’s or a D2D representatives violation of any State or Federal law, rule, or regulation, including, without limitation, those statutes, rules, and regulations specified in Section 24 of this Agreement, (ii) Subcontractor’s breach of warranty, representation, covenant, agreement or obligation contained herein, (iii) the failure of Subcontractor to perform its obligations hereunder or (iv) enforcement of this indemnity.
  3. Brand Troops Inc. agrees to indemnify, defend and hold harmless Subcontractor and its affiliates, subsidiaries, directors, officers, employees, agents, subcontractors, successors, and assigns, from and against any losses, costs, claims, actions, suits, proceedings, damages, liabilities, and fees (including attorney’s fees and disbursements) and any expenses whatsoever, resulting from, arising out of, or in any way connected with (i) Brand Troop’s Inc. violation of any State or Federal law, rule, or regulation, including, without limitation, those statutes, rules, and regulations specified in Section 23 of this Agreement, (ii) Brand Troop’s Inc. breach of warranty, representation, covenant, agreement or obligation contained herein, (iii) the failure of Subcontractor to perform its obligations hereunder or (iv) enforcement of this indemnity. In Witness Whereof, the undersigned has executed this contract on the date and year written above.


  1. Governing Law: Jurisdiction

This Agreement shall be governed, construed, and enforced in accordance with the internal laws of the State of Illinois, without regard to its choice of law principles.  The parties irrevocably consents and agrees that any action, suit, or proceeding arising out of or relating to this Agreement or any related document (for purposes of this Section, a “Legal Dispute”) may only be brought in the State of Illinois, Cook County, Illinois.

Each of the parties hereby waives, and agrees not to assert as a defense in any legal dispute; that it is not maintainable, in such court or that its property is exempt or immune from execution; that the action, suit, or proceeding is brought in an inconvenient forum, or that the venue of the action, suit, or proceeding is improper. Each party hereto agrees that the final judgment in any action suit, or proceeding described, after the expiration of any period permitted for appeal, and subject to any stay during appeal, shall be conclusive and may be enforced in a manner provided by applicable law.

  1. Assignment

Contractor may not assign any of Contractor’s services under this agreement, or delegate performance of those services, without the prior written consent of Company.

  1. Sexual Harassment

Brand Troops Inc. strongly disapproves and does not tolerate offensive or inappropriate sexual behavior, while performing services for and on behalf of Brand Troops Inc. All Contractors performing services for and on behalf of the Brand Troops Inc. must avoid any action or conduct, which could be viewed as sexual harassment.

Sexual harassment includes but is not limited to, unwelcome sexual advances, request for sexual favors, and other verbal or physical conduct of a sexually harassing nature.

  1. Notice

Any notice to be delivered pursuant to this Agreement, shall be in writing, and given by: (i) registered or certified mail, return receipt requested, (ii) overnight courier or (iii) facsimile or electronic mail (where immediately followed by a notice delivered pursuant to subsection (i) or (ii) above) as follows:

Brand Troops Inc.

318 W. Adams St, Ste 1600

Chicago, Il 60060

(Subcontractor Information Below)

Any and all notices shall be deemed to have been received by the addressee (i) upon receipt, in case of registered or certified mail, (ii) upon delivery in the case of overnight courier, and (iii) upon receipt in the case of notice by facsimile or electronic mail. The parties may, by notice in writing, vary the address for delivery of notices pursuant to this Agreement.  

Attachment  A: Operations Pay Structure

This is a remote position meaning you can work from anywhere you like and with no set hours. You will only need a phone, computer, and internet to complete task.

You pay will come from completing a list of time sensitive task in a given 5 day business week. These tasks should take no more then 15 - 20 hours/week to complete.

  1. Contractor will be paid $200/week for services as agreed in this contract.

  2. This is a week to week agreement. Meaning you will be paid only for the weeks your services are requested.
  3. We will negotiate fees for any task that may take more than 20 hours/week to complete. 

Agree & Sign

I agree that I have read and understand, the entirety of this document including the following sections and accept its terms and conditions. 

Release Authorization

Substitute for Form W-9


(Operations) Independent Contract Agreement

Attachment  A: Operations Pay Structure

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Document name: (Operations) Independent Contract Agreement
lock iconUnique Document ID: 59afee0c27ad59480ba2a94b0ef02ab91c18e270
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November 19, 2019 11:32 am CST(Operations) Independent Contract Agreement Uploaded by Preston Buckner - IP