Independent Consultant compensation Agreement
This independent consultant compensation agreement (the “Agreement”) is entered into and effective upon this 21st day of December 2024 (the “Effective Date”) by and between, Misner Consulting LLC., (“MC”) (Now referred to herein as the “COMPANY”); and , (Now referred to herein as the "Contractor"). (as “Company “and as “Contractor”, each a “Party” or jointly, the “Parties”).
Services.
The Contractor shall introduce to the Company or its affiliates, links, partners, and qualified customers (the “Customers”) for the purchase of products (the "Products") offered by the “Supplier”. Detailed Product and Services Information including Pricing will be provided to the Contractor and is subject to change based on market conditions. Pricing and Volumes are subject to change. The Product information provided is for indicative purposes only. No rights can be derived from this information as pricing and availability may vary based on market conditions and other factors. The Products include, but are not limited to:
Pharmaceutical products & services (Schedule 1)
Medical device products & service
Customers.
Any approved and authorized person, organization, agents, partners, or other third parties of the customer that the Contractor introduces to the Company or its affiliates for the first purchase of Products will be designated as "Contractor’s Customers." Upon the purchase of Products from the Company or its affiliates, these customers will retain this designation for three (3) years, as long as the Customer continues to use the Products and/or services introduced by the Contractor during the term of this Agreement.
Term.
The initial term of this Agreement shall be three (3) years, commencing from the Effective Date and automatically renewing from year to year on each anniversary unless terminated earlier as provided herein as long as the contractor and their respective customers are in good standing.
Compensation.
The Contractor will be paid a commission based on the services provided on the Products purchased by the Contractor’s Customers from the Company’s Supplier. The commission range will vary depending on the sales volume and destination associated with each order placed by the Contractor’s customers, with final details to be agreed upon via email. Schedule 2 provides a commission guideline only as the actual commission applied to an order will be applied based on the final negotiated pricing based on customer volume and other manufacturing and regulatory restrictions. The Company will provide a report detailing the commission, and payment will be made within 10 business days after the close of the month in which the settlement of each payment and acceptance of the delivery of products by the customer ocurred. Payments will be made by direct deposit to the designated bank accounts of the Beneficiaries. The Company’s obligation to pay commissions to the Contractor shall be contingent upon receiving payment from the customer. If the Company does not receive payment for any reason, the Contractor will not be entitled to any commission for that sale.
Change of Commission Schedule. Notwithstanding any other provision in this Agreement to the contrary, the following provisions shall apply. COMPANY reserves the right at any time, with or without notice, to change, modify, or discontinue the commissions or any other commissions payable under the current Commission Schedule. Any modification to the Commission Schedule shall be documented through a notice to the Contractor, duly acknowledged by the Parties involved. Nevertheless, for all purchase orders submitted before such change, the Commission Schedule effective at the time of submission shall be honored.
Post-Termination Compensation.
Termination of this Agreement shall not relieve the Company from its obligation under Section 2 (Compensation). The Contractor shall continue to receive commissions for sales made to customers introduced by the Contractor before termination for one (1) year provided the Contractor and their respective customers are in good standing before termination, and as long as these customers remain active buyers of the Company or its affiliates' Products.
Sales Procedures. The Contractor is required to adhere to the sales order procedures established by the Company and the Supplier, as communicated to the Contractor by the Company. These procedures are subject to periodic modifications. The latest version of the Company Sales Procedures will be provided after the execution of this Contract.
Non-Circumvention Clause.
The Contractor agrees not to circumvent any specific opportunities, contacts, or business engagements introduced by either Party during the term of this Agreement and for three (3) years thereafter. This protection extends to all business opportunities and contacts introduced by either Party. Any breach will result in liquidated damages equivalent to , without prejudice to other remedies. The non-breaching Party may seek injunctive relief to prevent further breaches.
Independent Contractor.
The Contractor agrees that they are independent contractors and not employees of the Company. They are responsible for all federal, state, and local taxes, including but not limited to income taxes, self-employment taxes, and any applicable withholding taxes.
Notices.
All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made, and received only when delivered personally or sent by certified mail in conjunction with a digital copy by email to the party’s address listed at the beginning of this Agreement or sent by email to the email address in this contract and acknowledged by the Contractor. Any party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this section for the giving of notice.
Non-Disclosure of Confidential Information and Trade Secrets; Non-Disparagement.
The Contractor agrees to maintain the confidentiality of any proprietary or confidential information of the Company accessed during the performance of services under this Agreement. The parties shall not use for their benefit, disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association, or entity (other than the other party or its subsidiaries), (i) any information regarding the business methods, business policies, business strategies, marketing plans, procedures, techniques, research and development projects or results, trade secrets or confidential data or processes of, or developed by, the other party, or (ii) any confidential data on or relating to customers or prospective customers of the other party, or (iii) budgets, forecasts, pricing information, or unpublished financial information or other confidential information or data relating to or dealing with the business operations or activities of the other party. The obligations under this Agreement shall not relate to information or data: (i) that is now or hereafter becomes known to the public through sources which are independent of the other party and are entitled to disclose such information, and which does not become so directly nor indirectly through any fault of either party; (ii) that was in the possession of the other party before the commencement of its relationship with the source party; or (iii) which must be disclosed under a court order or otherwise as required by law, provided that the other party gives prior written notice of such anticipated disclosure to the source party and cooperates with the source party in seeking to obtain a protective order. Contractor and Company each covenant and agree that neither shall engage in any pattern of conduct that involves the making or publishing of written or oral statements or remarks including, without limitation, the repetition or distribution of derogatory rumors, allegations, negative reports, or comment) which are disparaging, deleterious, or damaging to the integrity, reputation, or goodwill of the other.
Representations and Warranties.
Each party represents and warrants to the other that it has the right and capacity to enter into this Agreement and fully perform all obligations hereunder; there is no pending or threatened litigation which would affect the ability to perform hereunder; and no party hereto is relying on any verbal statement or representation of any other person or entity in entering into this Agreement. Each party shall notify the other immediately if any of the above representations cease to be true Governing Law/Forum Selection.
Governing Law.
This Agreement shall be governed by and construed by the laws of the State of New Jersey. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively by the State of New Jersey. The aforementioned choice of forum and venue is intended by the parties to be mandatory and not permissive, thereby precluding the possibility of litigation between the parties concerning or arising out of this Agreement. The parties hereby waive any right they may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue concerning any proceeding brought by this section and stipulate that State of New Jersey shall have personal jurisdiction over each of them, and that venue properly lies in such courts to litigate any dispute, controversy, or proceeding arising out of or related to this Agreement.
Dispute Resolution.
In the event of any dispute arising out of or in connection with this Agreement, the parties agree to first attempt to resolve the dispute amicably through good faith discussions. If the parties are unable to resolve the dispute within 30 days, the dispute shall be submitted to mediation by the mediation rules of the agreed mediation organization. If mediation is unsuccessful, the dispute shall be finally settled by arbitration. agree to attempt to resolve all such disputes arising hereunder promptly, equitably, and in a good faith manner. If the Parties shall have failed to resolve the dispute within ten (10) business days after written notice of the dispute has been received by the other Party, then the Parties agree to enter into formal mediation, with the costs related to mediation mutually shared between or among the Parties. If the Parties fail to reach an agreement within thirty (30) days of the mediator being appointed, or such other period as the parties may agree based upon mediators’ availability, then any Party shall be entitled to pursue whatever legal remedies may be available to it at law or in equity, before a court of competent jurisdiction and with venue as provided in Section 14.
CHOICE OF VENUE.
If there is a lawsuit, the parties agree to submit to the jurisdiction of the courts of the State of New Jersey, with the place of arbitration being the State of New Jersey. The language of the arbitration shall be English.
Entire Agreement.
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, whether written or oral.
Amendments.
This Agreement shall not be modified, amended, or in any way altered except by an instrument in writing signed by the Parties hereto.
Binding Effect; Assignment.
This Agreement shall inure to the benefit of and be binding upon the respective Parties hereto and their heirs, successors, and permitted assigns. The Contractor may not assign this Agreement to any other Person, without the written consent of the Company.
Force Majeure
Neither party shall be held liable for any failure or delay in the performance of their obligations under this Agreement if such failure or delay is caused by circumstances beyond the reasonable control of the affected party. These circumstances include but are not limited to, acts of God, war, terrorism, civil unrest, natural disasters, pandemics, labor strikes, government actions, or any other event that could not have been reasonably foreseen or prevented by the affected party. In the event of such a force majeure event, the affected party shall promptly notify the other party in writing, providing sufficient details of the event and its impact on performance. The obligations of the affected party shall be suspended for the duration of the force majeure event, and the time for performance shall be extended accordingly. If the force majeure event continues for more than thirty (30) days, either party may terminate this Agreement by providing written notice to the other party, without any further liability, except for obligations that accrued before the force majeure event.
Counterparts. This Agreement may be executed in one or more counterpart copies, each of which shall be deemed an original and all of which shall together be deemed to constitute the same agreement.
SCHEDULE 1
The list of pharmaceutical products for supply below includes but is not limited to, both branded and compounded options where applicable. These products can be supplied to any country, provided local government regulations permit their importation and use.
1. Ozempic (Semaglutide)
A GLP-1 receptor agonist used to improve blood sugar control in adults with type 2 diabetes.
Available in pre-filled injection Pens.
Branded product available. (Ozempic)
2 Mounjaro (Tirzepatide)
A dual GLP-1 and GIP receptor agonist for the treatment of type 2 diabetes.
Branded product available in pens.
3. Compounded GLP-1s
Custom-compounded formulations of GLP-1 receptor agonists tailored for specific patient needs.
Available in Vials and can special order pre-filled injection syringes (PFS)
Available as Semaglutide Sublingual Drops
4. Botox (Botulinum Toxin)
- Used for both therapeutic and cosmetic purposes, including the treatment of muscle disorders and reducing wrinkles. - Branded product available.
5. HCG (Human Chorionic Gonadotropin)
Used in fertility treatments and for hormone regulation in men and women.
Available in various dosages.
Branded and compounded products available.
6. Saline Bags (Various Sizes) FDA and Non-FDA - Sterile saline solution for intravenous administration.
Available in various bag sizes for different medical needs.
Branded product available.
7. Winrho SDF 1500 IU
An immune globulin used to prevent Rh immunization in Rh-negative individuals.
8. Immunine IV 600 IU
Human coagulation factor IX concentrate for the treatment of hemophilia B.
9. Haemocomplettan P I.V. 1G
Fibrinogen concentrate for the treatment of congenital fibrinogen deficiency.
10. Elocta 250 IU, 500 IU, 1000 IU Flakon
Extended half-life recombinant factor VIII used for the treatment of hemophilia A.
Available in 250 IU, 500 IU, and 1000 IU flakon (vial).
11. COVID-19 Rapid Test Kits
Rapid antigen test kits for the detection of SARS-CoV-2.
CE-marked or FDA-approved kits available.
12. Novolog (Insulin Aspart)
Fast-acting insulin for the treatment of diabetes mellitus.
13. Humalog (Insulin Lispro)
Fast-acting insulin used to control blood sugar in diabetes.
14. HRT (Hormone Replacement Therapy)
- Various formulations for the treatment of hormone imbalances or deficiencies, including estrogen and testosterone replacement. - Branded and compounded products available.
15. Monkeypox Vaccine
Vaccine available for the prevention of monkeypox in high-risk populations.
___________________________________________________________________________________ SCHEDULE 2
Indicative Commission Ranges
Vary and are subject to the submitted purchase order’s final negotiated price, volume, and destination.
Ozempic (Semaglutide) -To be determined based upon country
Mounjaro (Tirzepatide) - To be determined based upon country
Compounded GLP-1s – Range from $2.50 per Vial/Bottle)
Botox (Botulinum Toxin) – (Range from $2.50 per case)
HCG (Human Chorionic Gonadotropin) - TBD
Saline Bags (Various Sizes) FDA and Non-FDA – (Range from $0.125 per Saline bag)
Winrho SDF 1500 IU - TBD
Immunine IV 600 IU - TBD
Haemocomplettan P I.V. 1G - TBD
Elocta 250 IU, 500 IU, 1000 IU Flakon - TBD
COVID-19 Rapid Test Kits - TBD
Novolog (Insulin Aspart) - TBD
Humalog (Insulin Lispro) - TBD
HRT (Hormone Replacement Therapy) - TBD
Monkeypox Vaccine -TBD
IN WITNESS WHEREOF, the undersigned has caused this Independent Compensation Contractor Agreement to be duly executed as of the date first written below.
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