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This Agreement is made between Kept Labs LLC, a Pennsylvania limited liability company ("Company"), owner and operator of the CallCovered service, and the individual identified below ("Representative"), effective on the date of the last signature.
1. Role and Relationship
Representative is engaged as an independent contractor to generate paying customers for Company's missed-call text-back service. Representative controls their own schedule, territory, and methods, subject only to the Authority Limits in clause 5 and the Compliance obligations in clause 8. Nothing in this Agreement creates employment, partnership, agency, or joint venture. Representative is not eligible for employee benefits, unemployment insurance, or workers' compensation through Company, and has no authority to bind Company to anything.
2. Compensation
Compensation is commission only — no salary, no draw. 35% of collected monthly subscription fees from customers Representative originates ($45.15/mo on Self-Serve, $69.65/mo on Done-For-You, at current pricing), plus a $50 spiff per Done-For-You setup.
(a) The monthly residual accrues on the customer's first paid invoice and every paid invoice after it, for as long as the account stays active — no vesting period, holdback, or waiting period. (b) Accrued commissions are paid monthly in arrears, once the underlying customer payment has cleared and not been reversed. (c) Company may change published customer pricing; the commission rate itself can only change by written agreement signed by both parties, and never retroactively.
3. Activity Standards
Residual eligibility continues only while Representative logs at least one qualified opportunity every rolling three months and closes at least one new paying customer every rolling six months. If both lapse, residual eligibility on existing accounts ends after 30 days' written notice — a qualifying activity logged within that window restores standing.
4. Clawback
If a customer refunds, charges back, or cancels within 30 days of their first payment, every commission recorded against that customer — including the setup spiff — is reversed and deducted from Representative's next payout(s). Company will identify the customer and amount in writing whenever this applies.
5. Authority Limits
Representative may quote only the published price sheet and the written 30-day guarantee. Representative may not discount the monthly subscription price under any circumstance; offer more than one authorized concession per deal; offer any guarantee or commitment beyond the written one; or promise features, prices, or dates not currently offered. Company may reject any order.
6. Customer Ownership and Non-Solicitation
All customers, relationships, phone numbers, and customer data belong to Company — the residual is a share of what an account pays, not an ownership interest, and isn't assignable without Company's written consent. During the engagement and for 12 months after, Representative won't service, solicit, or divert any CallCovered customer to a competing product.
7. Confidentiality
Customer lists, contact details, unpublished pricing, dashboard data, and Company's internal materials are confidential, to be used only to perform this Agreement, during the engagement and afterward.
8. Compliance
Representative won't use auto-dialers, mass texting, robocalls, or purchased calling lists, and will honor every do-not-call and opt-out request immediately. No earnings, revenue, lead-volume, or ranking claims to prospects — no claims beyond Company's approved materials. Representative is responsible for their own TCPA and state marketing-law compliance, and indemnifies Company against claims from their own prospecting conduct.
9. Expenses and Taxes
Representative bears their own expenses and is solely responsible for their own taxes — nothing is withheld. Company issues a Form 1099-NEC where total payments reach the IRS reporting threshold.
10. Term and Termination
Either party may terminate at any time, with or without cause, on written notice. Company pays all commissions accrued through the termination date (subject to clause 4) — residuals do not continue after termination unless Company agrees otherwise in writing. Clauses 4, 6, 7, 8, 9, 11, and 12 survive termination.
11. Limitation of Liability
Company's total liability won't exceed total commissions paid or payable in the 6 months preceding the claim. Neither party is liable for indirect, incidental, or consequential damages, or lost profits.
12. Governing Law and Disputes
Governed by Pennsylvania law. Disputes are resolved by good-faith negotiation first, then in the state or federal courts of Cumberland County, Pennsylvania.
13. Entire Agreement
This Agreement, together with the current Sales Representative Offer and Field Guide, is the entire agreement between the parties and supersedes all prior discussions or drafts. Amendments must be in writing and signed by both parties.
This is the complete agreement — the PDF generated below matches it exactly, with your information in the signature block.
