1. Parties & Purpose
This Iron-Clad Independent Contractor Non-Disclosure, Non-Circumvention, and Sales Representation Agreement ("Agreement") is entered into between VfxPros / Farhan Nadeem ("Company") and the undersigned individual or corporate representative ("Contractor"). Contractor seeks authorization to market, represent, and refer clients to the Company's 10 proprietary services on an independent, commission-only basis.
2. Definition of Confidential Information
"Confidential Information" encompasses all proprietary data disclosed directly or indirectly to Contractor, including but not limited to: client lead lists, contact details, pricing algorithms, wholesale margins, factory names, production hubs, logistics networks, raw supply chains, software source code, AI prompt engineering frameworks, LMS curriculum materials, sales playbooks, business methods, and financial records. Trade secrets remain protected in perpetuity.
3. Non-Disclosure & Intellectual Property Protection
Contractor agrees to hold all Confidential Information in the strictest confidence and shall not disclose, reproduce, reverse engineer, or distribute any proprietary asset without prior written authorization from the Company. All materials remain the exclusive intellectual property of VfxPros and Farhan Nadeem, protected under the Intellectual Property Organization of Pakistan (IPO-Pakistan), the Berne Convention, the US Defend Trade Secrets Act (DTSA), and international copyright treaties.
4. Strict Non-Circumvention & Non-Poaching
Contractor explicitly covenants that for the duration of this Agreement and for a period of two (2) years following termination, Contractor shall NOT:
(a) Directly or indirectly solicit, divert, poach, or transact business with any client, lead, vendor, factory, or account introduced by or through the Company;
(b) Circumvent Company's billing structure or quote independent pricing to Company clients;
(c) Disclose wholesale costs or attempt to deliver competing web development, CRM, LMS, sourcing, or chatbot services to active prospects sourced through Company campaigns.
Violation of this clause incurs immediate injunctive relief and liquidated damages equal to 100% of the maximum gross contract value diverted.
5. Commission-Only Compensation, Net Profit Pool Calculations, & Financial Contingencies
(a) Performance-Only Mandate: Contractor explicitly acknowledges that compensation is entirely contingent upon performance. No base salary, draw, onboarding stipend, or expense reimbursement is provided under this Agreement. Commissions are earned only when: (i) Contractor is the verified procuring cause of the transaction, (ii) Client funds have fully cleared and settled into the Company's corporate bank accounts, and (iii) The underlying project, manufacturing run, or service contract has been successfully executed, delivered, and accepted by the client without dispute.
(b) Sourcing Net Profit Pool Mechanics: For the B2B Bulk Sourcing & MOQ asset class, commissions are calculated strictly against the final Net Profit Pool. Contractor covenants and agrees that the Company shall deduct every direct cost associated with procurement, manufacturing, and fulfillment before calculating the Contractor's commission split. These explicit deductions comprise: wholesale factory production bills, sample fabrication costs, courier fees, ocean/air cargo freight charges, container storage fees, fuel surcharges, import tariffs, destination customs duties, cargo insurance premiums, bank wire fees, payment gateway processing margins, and foreign exchange conversion spreads.
(c) Indemnification Against Losses & Client Defaults: In the event that an order results in a financial loss due to unexpected freight rate spikes, manufacturing defects requiring factory re-runs, or international trade penalties, the Net Profit Pool shall be valued at zero, and no commission shall be due to the Contractor. If a client defaults on a milestone payment, files a credit card or bank chargeback, initiates litigation, or demands a refund after production has commenced, any commission previously credited or paid for that transaction shall be fully revoked and clawed back. The Company reserves the irrevocable right to offset and deduct such clawed-back amounts from any active or future commission balances held in the Contractor's account.
(d) Payout Infrastructure & Currency Fluctuations: All approved commission payments will be disbursed on the 15th day of the calendar month following full project closure. Payments will be routed exclusively through verified international banking channels or authorized corporate remittance platforms (Bank Wire, Payoneer). The Contractor bears sole financial responsibility for any intermediary or correspondent bank deductions, wire receipt fees, local jurisdictional income taxes, self-employment levies, and value-added taxes. The Company is not liable for fluctuations in currency exchange rates occurring between the date of client execution and the date of contractor remittance.
(e) Pre-Condition for Fund Release: The Company shall permanently withhold all pending payouts until the Contractor completes full Know Your Customer (KYC) compliance by uploading a legible, valid government-issued photo ID (CNIC or Passport) and verified commercial bank documentation matching the legal name executed herein. Failure to provide matching credentials within ninety (90) days of a client closing will result in the permanent forfeiture of those accrued commissions.
(f) Confidentiality of Company Accounts and Supply Chains (Right to Audit Defense Clause): The Contractor explicitly acknowledges that all vendor identities, factory pricing sheets, wholesale cost structures, and raw logistics invoices are the highly sensitive, proprietary Trade Secrets of the Company. Under no circumstances shall the Contractor have the right to inspect, audit, or demand the release of raw third-party invoices, factory receipts, or direct vendor communications.
The Company shall provide the Contractor with a standardized, aggregated Line-Item Settlement Summary for each closed transaction detailing total gross revenues and total lumped execution deductions. This summary shall serve as the final, binding baseline for commission calculations. The Company’s internal accounting determinations, when delivered in good faith, shall be deemed final, non-negotiable, and contractually conclusive.
By executing this Agreement, Contractor explicitly consents to receive commission accounting in the following aggregated Line-Item Settlement Summary format upon project closure:
| Financial Metric |
Transaction Line-Item Summary |
| Gross Revenue Received |
$10,000.00 |
| Direct Manufacturing & Prototyping |
-$4,500.00 |
| International Freight & Logistics |
-$1,800.00 |
| Customs, Tariffs, & Bank Friction |
-$400.00 |
| Final Audited Net Profit Pool |
$3,300.00 |
| Agent Share (25% Tier) |
$825.00 Payout |
6. Independent Contractor Relationship
Nothing herein creates an employer-employee, partnership, or joint venture relationship. Contractor has no authority to bind the Company to legal contracts or guarantee deliverables outside Company-approved written service schedules.
7. Electronic Signature Legality
This Agreement is executed electronically pursuant to the United States Electronic Signatures in Global and National Commerce Act (ESIGN), the Uniform Electronic Transactions Act (UETA), the UNCITRAL Model Law on Electronic Commerce, and the Electronic Transactions Ordinance 2002 of Pakistan. Digital submission with government ID verification constitutes an irrevocable, legally binding signature equivalent to a wet-ink signature.
8. Governing Law & Dispute Resolution
This Agreement shall be governed by the laws of the Islamic Republic of Pakistan. Any controversy or claim arising hereunder shall be settled by binding international arbitration conducted in the English language in Karachi, Pakistan, under the Pakistan Arbitration Act, 1940, with awards enforceable in any court of competent global jurisdiction.
