For OlMeka Equity Coaches

1. Engagement:

This Agreement is entered into on the date shown above between the COACH and OLMEKA EQUITY identified above. Subject to the terms and conditions of this Agreement, OLMEKA EQUITY engages the COACH as an independent contractor to assist clients with financial, fitness, or career coaching services. The COACH accepts the engagement and agrees to provide the services of a Coach (Salesperson) to customers and clients in the manner and subject to the conditions this Agreement provides



   2. General Terms of Engagement:

1. The COACH understands that he or she is entering into this Agreement as an independent contractor and not as an employee. OLMEKA EQUITY will have no responsibility to withhold or pay any income or other taxes on the COACH’s compensation or to provide any insurance, retirement or other employee benefits to the COACH. The COACH’s independent contractor status will define the parties’ relationship despite any contrary designation that appears on the COACH’s business card, website, signs, or other marketing or promotional materials

1. The COACH is free to determine his or her own business hours and to choose his or her own target customers and clients, marketing techniques and sales methods. However, the COACH agrees to conduct business in compliance with the standards of local, state, and federal laws.
2. Will adhere to and comply with the Privacy Policy and Terms of Use that OLMEKA EQUITY publishes and prescribes from time to time for the www.olmekaequity.com website (and others), the OLMEKA EQUITY Intranet and any other websites owned and operated by OLMEKA EQUITY or OLMEKA HOLDINGS INC., in its unfettered discretion alter, vary, change and/or ament the Privacy Policy and/or Terms of Use as OLMEKA EQUITY deems necessary from time to time
3. Adhere to and comply with OLMEKA EQUITY’s guidelines and/or restrictions that apply to (a) the registration, ownership and use of domain names for websites that display the OlMeka Equity trademarks or logo, (b) the display and use of Olmeka Equity name, trademarks and logo on the Internet, and (c) the use of metatags and other devices that attract Internet search engines to such websites

1. During the entire time the COACH does business with OLMEKA EQUITY, the COACH agrees to list all prospects that the COACH obtains on the Deal CRM website/app, and to handle all coaching transactions in which the COACH engages in the name of OLMEKA EQUITY

1. The COACH agrees not to do anything by action, conduct, statement or association that might damage the goodwill associated with OLMEKA EQUITY’s name, trademarks or reputation or cause the public to lose confidence in the OlMeka Equity’s system

1. The COACH will have no authority to incur obligations on OLMEKA EQUITY’s behalf and promises: (1) not to sign any contract, agreement, lease, or note in the name of OLMEKA EQUITY, (2) not to open or maintain any bank account or investment account in the name of OLMEKA EQUITY and (3) not to endorse for collection or deposit in the COACH’s personal account any check, money order or other negotiable instrument made payable to OLMEKA EQUITY

1. The COACH acknowledges that in the event a Court or arbitrator should find that the COACH has entered into an employer/employee relationship with OLMEKA EQUITY (which relationship OLMEKA EQUITY expressly denies), the COACH hereby gives OLMEKA EQUITY notice that the COACH elects not to be covered by the Worker’s Compensation Policy which OLMEKA EQUITY has subscribed to and the COACH does herby waive claim to his/her right of action in common law or under any Statute and/or other law to recover damages for any injuries sustained in the course of his/her independent contractual relationship. The COACH rejects the coverage provided by the Worker’s Compensation Act

1. The COACH shall not be treated as an employee with respect to the services performed hereunder for federal tax purposes

   3. Compensation and Expense Allocation:

1. For so long as the COACH’s association with OLMEKA EQUITY continues, all income earned from the COACH’s financial, fitness or career coaching sales activities with be accounted for and disbursed through OLMEKA EQUITY as outlined in this agreement

1. OLMEKA EQUITY will share the commissions earned on coaching services in which the COACH works with or represents a client as a Financial, Fitness or Career Coach in accordance with the commission splitting and capping policies that OLMEKA EQUITY offers. OLMEKA EQUITY’s current commission splitting and capping policies are described later in this agreement. The COACH acknowledges that OLMEKA EQUITY retains sole discretion to change these policies at anytime and without any notice. The COACH’s compensation will be payable only from transactions that are 30 days after a completed sale with confirmation from customer of continued service. The 30 day confirmation will be for either one transaction or one subscription cycle. If another subscription cycle renews, the 30 day confirmation will restart. Customer surveys or complaints on lack of continued service is subject to automatic termination of commission. The 30 day confirmation will be considered a closed transaction. The COACH may not draw or borrow against any compensation payment. (This includes not participating with Commission Advances or the like from outside entities)

1. The COACH will be solely responsible for paying the cost of his or her own: (1) continuing education and taxes, (2) insurance, including the COACH’s Errors and Omissions (“E&O”) Liability Insurance and auto insurance, (3) transportation, (4) business cards, yard signs, brochures and other marketing materials, (5) entertainment costs, and other expenses incident to the conduct of his/her services as a COACH, and (6) Internet website development and maintenance

   4. Limited Trademark License:

For as long as the COACH’s association with OLMEKA EQUITY continues, the COACH has permission to use the OLMEKA EQUITY name and logo on his or her yard signs, business cards, letterhead and other business forms and marketing or promotional materials, subject to OLMEKA EQUITY’s advance approval of the artwork, design, and text. When the COACH’s association with OLMEKA EQUITY terminates, his or her permission to use the OLMEKA EQUITY name and logo will unconditionally cease, and the COACH must immediately destroy all business forms that reflect the COACH’s affiliation with OLMEKA EQUITY’s organization. If with or without OLMEKA EQUITY’s permission, the COACH has used any variation of the OLMEKA EQUITY name or initials in a domain name(s) and/or social media account(s), the COACH will immediately transfer registration of the domain name to OLMEKA EQUITY without compensation

   5. E&O Insurance and Indemnification:

For risks covered by E&O or not customarily covered by E&O insurance (or in the event that the E&O Carrier denies coverage for any claim involving the COACH), OLMEKA EQUITY shall not be liable for any insurance costs or expenses incurred by the COACH, nor shall the COACH have authority to bind OLMEKA EQUITY by any promise or representations, unless specifically authorized in advance and in writing by OLMEKA EQUITY. Nor shall OLMEKA EQUITY be liable for any other types of Insurance the COACH chooses to purchase. From time to time, claims, complaints, or litigations involving OLMEKA EQUITY may arise directly from the activities of a COACH. The COACH agrees to pay all damages, costs, deductible, and expenses assessed against or incurred by OLMEKA EQUITY in defending or satisfying any claim or judgement imposed against the COACH’s activity or involvement. Further, the COACH agrees to pay all legal fees and other out of pocket expenses (including any and all insurance deductibles) incurred by OLMEKA EQUITY that arise from the COACH’s activities. OLMEKA EQUITY reserves the right to select the attorney(s) and reserves the right to defend any such complaint, claim or litigation as it, in its sole discretion, sees fit. The COACH shall indemnify and hold harmless OLMEKA EQUITY, fines, levies, suits, proceedings, claims, actions, bills, and/or causes of action of any kind of whatsoever nature, including but not limited to all costs, deductibles, court costs, litigation expenses and reasonable attorney’s fees, arising from, growing out of, in connection with, or incidental to, the COACH’s activities and operation of a financial, fitness or career coaching business. Maintenance of any insurance required by this Agreement shall not relieve the COACH of any liability under this paragraph. Any deductibles or fines assessed against OLMEKA EQUITY resulting from the COACH’s activity or error shall also be the responsibility of the COACH. Even if the COACH has left OLMEKA EQUITY

   6. Covenants and Confidential Information:

The COACH recognizes that OLMEKA EQUITY has spent substantial time, effort, and money to develop the customer base and the COACH’s team. Except for the COACH’s client and customer data that has never done business with OLMEKA EQUITY, the names and profiles of customers and clients who have bought financial, fitness or career services through OLMEKA EQUITY constitute valuable business assets of OLMEKA EQUITY that are entitled to protection as confidential information. The COACH promises that he or she will not, during the time of the COACH’s association with OLMEKA EQUITY or at any later time, divulge, sell, exchange or distribute to any person except OLMEKA EQUITY, other coaches associated with OLMEKA EQUITY, or with OLMEKA EQUITY’s written permission, other members of the OLMEKA EQUITY system, the identities or profiles of any person who has bought financial, fitness, or career services, or any other that have been recruited to OLMEKA EQUITY. Further, the COACH promises not to contact any such customer (or client) and or Coach or to use any such profile except in connection with the business of OLMEKA EQUITY

   7. Term and Termination:

1. This Agreement shall be for a period of one (1) year from the effective date written above and shall be automatically extended at the expiration date. The COACH agrees that OLMEKA EQUITY may send an updated copy of this agreement electronically and may require the COACH to sign it upon request and return it to OLMEKA EQUITY in a timely manner. The COACH’s association with OLMEKA EQUITY may continue for an indefinite period. Either the COACH or OLMEKA EQUITY may terminate the COACH’s association with OLMEKA EQUITY at any time, with or without cause or prior notice
2. Pending Transactions: If the COACH’s association with OLMEKA EQUITY terminates, OLMEKA EQUITY will discontinue to pay the COACH’s pending transactions and will only continue to pay commissions on transactions that have closed prior to termination

   8. Representations:

The COACH represents to OLMEKA EQUITY that:

1. The COACH is not now, and has not been within the last five years, a defendant in any lawsuit alleging professional misconduct or violation of any deceptive trade practices/consumer protection law, nor is the COACH currently subject to an investigation by any governing body or comparable oversight body. The COACH must provide a detailed copy of any and all such activity, in writing, and it is to be submitted with this document
2. The COACH expressly represents and warrants that the COACH is free to associate with OLMEKA EQUITY and that the COACH is not bound by a promise or commitment to any other similar company, agency, association, firm, person, or corporation that prohibits or prevents the COACH from associating with OLMEKA EQUITY. (Including and non-compete agreements and the like)
3. No representative of OLMEKA EQUITY has represented that the COACH can earn a living performing financial coaching, fitness coaching, or career coaching, whether working part-time or full-time. The COACH recognizes that the only method of earning income for OLMEKA EQUITY is through commission based income

   9. Commission Splitting:

Gross Commission Income (“GCT”) shall be on a Graduated Tiered Commission Split. It is predicated on number of closed sales

1. First 5 closed sales would be a 20% commission split to the COACH, 80% commission to OLMEKA EQUITY
2. After the 5^th closed sale, 6-20 closed sales would be 30% commission to the COACH, 80% commission to OLMEKA EQUITY
3. After the 20^th closed sale, would be 40% commission to the COACH, 60% commission to OLMEKA EQUITY
4. There is a Rollback Policy in which commission will restart to 20% commission at the beginning of each calendar year

   10. Training

Training materials given to the COACH is considered optional and not a condition of an employer-employee relationship. Any Legal or Tax suggestions are not considered official Professional advice, and it is best to consult a Professional in that field

   11. Miscellaneous Provisions:

1. If any provision of this Agreement is found to be void or unenforceable by any court or arbitration panel, the finding will have no effect on any other provision of this Agreement, and all other provisions will remain in full force and effect. (Severability Clause)
2. This Agreement, including all applicable addendums and any policies and guidelines that OLMEKA EQUTY issues, constitutes the entire agreement and understanding between the parties and this document supersedes any prior agreement or understanding relating to the subject matter of this Agreement. No change, amendment or waiver of any provision of this Agreement will be binding unless in writing and signed by both COACH and OLMEKA EQUITY unless it is referring to the normal updates to this document by OLMEKA EQUITY
3. Assignment. Neither party may assign its rights or obligations under this Agreement without the other party’s express written consent
4. Governing Law. This Agreement shall be construed according to the laws of the State of Delaware without regard to conflict of laws provisions thereof. The parties hereby submit to the jurisdiction of the state and federal courts in New Castle County, Delaware and agree that said courts have the sole and exclusive jurisdiction over any and all disputes and causes of action involving such party that arise out of or relate to this Agreement or its performance. Should either party bring legal action to enforce its rights under this Agreement, the prevailing party in such action shall be entitled to recover from the losing party its reasonable attorneys’ fees and costs in addition to any other relief to which such party is entitled.
5. Attorney’s fees. In the event that there has been a breach of any provision of this Agreement by any Party, the other Party will be entitled to recover its reasonable costs and attorney’s fees in any legal proceeding to enforce the terms of this Agreement
6. W-9 form. A W-9 form is required to be filled out by the COACH after they have earned their first commission