INDEPENDENT CONTRACTOR REFERRAL PARTNER AGREEMENT
Parties:
This Agreement is entered into between Guest Systems Inc, a Wyoming Corporation (“Company”), and (“Contractor”).
1. Term
This Agreement is effective for 90 calendar days, beginning on [Start Date] and ending on [End Date].
Extension or renewal must be in writing and signed by both parties.
2. Scope of Contractor Work
• Contractor’s exclusive activity is:
a) Showing the Company Front Desk Sign to the DM or FD Agent to inquire about interest level.
b) Distributing offer flyer cards provided by Company to DM or FD Agent.
c) Submitting visit information to company via the https://sales.guest-systems.com/visits/ form.
• Business cards containing the Company’s phone number may be provided only upon express request by a hotel decision-maker.
• Contractor has no authority to negotiate, close sales, commit the Company to any terms, or make representations beyond the exact language appearing on:
o The official Company front desk sign,
o The official Company offer flyer cards, or
o The official Company business cards.
• Performance Minimum. Contractor shall be compensated on a per-visit, per-card, and per-introduction basis as set forth in Section 3. In order to remain eligible for ongoing engagement under this Agreement, Contractor must achieve a minimum of one hundred (100) Verified Property Visits per calendar week. Contractor retains full discretion over the manner, method, timing, and frequency of such activities, provided the minimum performance level is met. Company’s determination of whether performance requirements are met shall be final and binding.
• Failure to Perform. Failure to meet the minimum performance requirement for two (2) consecutive weeks shall constitute a material breach of this Agreement. Upon such breach, Company may immediately terminate this Agreement for cause. Upon termination, Company shall have no further obligations to Contractor other than payment for verified activities completed prior to termination; and all provisions of this Agreement which by their nature are intended to survive termination—including but not limited to Confidentiality, Non-Circumvention, Indemnification, and Intellectual Property—shall remain in full force and effect. Termination of this Agreement shall not relieve Contractor of any such surviving obligations.
Definition of a Visit
A Visit occurs when Contractor completes the Referral Partner Visit Form at sales.guest-systems.com/visits, including:
• The name of the front desk agent (FD) or decision-maker (DM) who received the flyer; and
• Submission of system-logged verification data, including geolocation coordinates (latitude/longitude), log timestamps, IP address, and other automatically captured submission information.
Definition of a DM Business Card
A “DM Business Card” means a physical business card that meets all of the following requirements:
1. Origin
A DM Business Card may be obtained in any of the following ways:
Directly from a Decision-Maker (DM): Defined as a General Manager, Assistant General Manager, or Owner, who personally provides their business card to the Contractor.
Publicly Available Cards: If DM business cards are available at the hotel or motel front desk for public access, Contractor may collect such cards.
Front Desk Agent (FDA) Delivery: If a front desk agent is the only staff member available at the time of the visit, and that FDA expresses interest in the Company’s offer, the FDA may provide the DM’s business card to the Contractor.
2. Physical Delivery – Contractor must physically transfer the original, unaltered card to the Company.
3. Digital Submission – At the time of Visit Form submission (via sales.guest-systems.com/visits), Contractor must upload a clear photo of the DM Business Card as part of the record for that property. The submission is automatically logged with geolocation coordinates, timestamp, IP address, and other verification data.
4. Consistency – The business card must clearly identify the DM’s name, title, and contact information consistent with the property where the Visit occurred and logged in the system.
5. Exclusions – Cards that are incomplete, altered, illegible, duplicates, or obtained from non-decision-maker staff are not valid for compensation.
6. Final Verification – Company has sole discretion to determine whether a submitted card meets the above requirements. Company’s determination is final and binding.
Only DM Business Cards meeting both physical delivery and digital submission requirements are eligible for the compensation described in Section 3 (Compensation & Tax Indemnity).
Definition of an Introduction
An Introduction occurs when:
• A prospective customer scans the flyer QR code (or enters the link), then completes and submits their contact details by clicking the “Apply Now” button; or
• A prospective customer calls Company directly using the phone number on the Company’s business card, schedules phone sales call appointment with a closer, and shows up to that scheduled sales call appointment. No shows and cancellations will not be considered as an introduction.
The Company reserves the exclusive right to determine and validate whether an Introduction qualifies as a Verified Introduction, based on internal tracking and system data.
3. Compensation & Tax Indemnity
• Visit: $0.45 per visited property.
• DM Business Card: $0.85 per DM Business Card received and given to Company.
• Introduction: $3.00 per verified introduction.
• Signed Contract Bonus: $40.00 per executed agreement resulting from that intro.
• Monthly Volume Bonus: $1000.00 per 10 executed agreements resulting from total monthly intros.
Payment Schedule
• Weekly pay cycle, covering Sunday through Saturday.
• Payments disbursed by Wednesday of the following week, via Zelle only, to Contractor’s pre-designated account.
Tax Clause
Contractor is solely responsible for their own tax obligations, including federal, state, local, employment, self-employment, withholding, and related penalties.
Contractor shall indemnify and hold Company harmless from any and all tax-related claims, liabilities, audits, or penalties, including those arising from classification disputes.
4. Independent Contractor Status
• Contractor is an independent contractor, not an employee, partner, joint venturer, or agent of Company.
• Contractor is responsible for their own expenses, tools, and methods.
• Contractor may engage in other business activities and is not exclusive to Company.
5. No Benefits / Workers’ Compensation
Contractor acknowledges they are not entitled to Company benefits, including but not limited to health insurance, retirement plans, paid leave, unemployment insurance, or workers’ compensation. Contractor is solely responsible for obtaining any occupational accident or health coverage they deem necessary.
6. Insurance Requirement
• Contractor shall maintain commercial general liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate during the term of this Agreement.
Options for Compliance
(a) Independent Coverage – Contractor obtains and maintains coverage independently. Contractor shall provide Company a current certificate of insurance naming Company as certificate holder within two (2) business days of this Agreement’s effective date, and upon each renewal thereafter; or
(b) Company Coverage – Contractor may elect to be added as an additional insured under Company’s liability policy for a fee of $20/month, payable to Company.
Continuity of Coverage
Failure to maintain required coverage, or failure to pay the monthly fee if electing Company Coverage, constitutes a material breach of this Agreement.
Insurance Indemnification
Contractor shall indemnify, defend, and hold harmless Company, its officers, directors, employees, and agents from and against all claims, damages, losses, liabilities, losses, costs, and expenses (including attorneys’ fees) arising from:
• Contractor’s acts or omissions under this Agreement;
• Contractor’s failure to maintain required insurance coverage; or
• Any claim by a third party related to Contractor’s work— except to the limited extent Contractor can demonstrate that such claim arose directly and solely from Company’s gross negligence or willful misconduct.
7. Confidentiality
Definition of Confidential Information.
For purposes of this Agreement, “Confidential Information” includes, without limitation, all non-public information belonging to or relating to Company, whether oral, written, electronic, or otherwise, including but not limited to:
(a) Operational Systems – Company’s systems for verifying visits, logging geolocation, timestamps, IP addresses, submission data, and related validation methods;
(b) Sales & Distribution Processes – targeting strategies, visit frequency, routing methods, verification protocols, and reporting procedures;
(c) Compensation Structures – formulas, rates, bonus triggers, and payment schedules;
(d) Marketing & Funnel Mechanics – the design, format, use, and integration of flyer cards, business cards, QR codes, unique links, digital forms, and related tracking identifiers; and
(e) Business Intelligence – property lists, decision-maker contacts, customer preferences, geographic zones, and non-public insights gained through Contractor’s work.
The physical flyer cards and business cards distributed by Contractor are not themselves Confidential Information; however, all non-public aspects relating to their creation, distribution, tracking, and business use are Confidential Information.
Non-Disclosure & Non-Use.
Contractor shall not, during the term of this Agreement or at any time thereafter:
1. disclose Confidential Information to any third party without the Company’s prior written consent;
2. use Confidential Information for any purpose other than fulfilling obligations under this Agreement; or
3. copy, duplicate, transmit, or otherwise reproduce Confidential Information except as strictly necessary to perform under this Agreement.
Non-Solicitation of Methods.
Contractor shall not, directly or indirectly, replicate, adapt, reverse-engineer, modify, or otherwise use Company’s Confidential Information—including its methods, systems, processes, or compensation structures—for Contractor’s own benefit or for the benefit of any competitor, third party, or future venture, whether during the term of this Agreement or at any time thereafter.
Return or Destruction.
Upon termination of this Agreement, or upon Company’s demand at any time, Contractor shall immediately return or permanently destroy all Confidential Information in Contractor’s possession, custody, or control (including all copies, extracts, notes, or summaries).
Survival.
The confidentiality obligations set forth herein survive indefinitely after termination or expiration of this Agreement and remain binding until such time as the Confidential Information lawfully enters the public domain through no wrongful act or omission of Contractor.
Remedies.
Contractor acknowledges that any unauthorized disclosure or use of Confidential Information will cause irreparable harm to Company for which monetary damages alone would be inadequate. Accordingly, Company shall be entitled to seek injunctive relief, in addition to any other remedies available at law or equity, without the need to post bond or prove actual damages.
8. Non-Circumvention
Direct Dealings Prohibited.
Contractor shall not, directly or indirectly, circumvent Company by contacting, soliciting, negotiating with, or entering into any business arrangement with any property, decision-maker, or contact introduced, accessed, or obtained through Contractor’s performance under this Agreement, except as expressly authorized in writing by Company.
Protected Relationships.
This restriction applies to all hotels, motels, decision-makers (including General Managers, Assistant General Managers, Owners, and other key personnel), and related entities whose information, business cards, or introductions were obtained by Contractor in connection with this Agreement.
Duration.
The non-circumvention obligation shall remain in force during the term of this Agreement and for a period of two (2) years following its termination or expiration, regardless of the reason for termination.
Enforcement.
Contractor acknowledges that any breach of this Non-Circumvention Section will cause immediate and irreparable harm to Company, including the loss of prospective business relationships and goodwill, which are difficult to quantify. The parties agree that the liquidated damages set forth herein are a fair and reasonable estimate of such harm at the time of contracting, and not a penalty.
Accordingly:
(a) Company shall be entitled to injunctive relief to prevent or stop any actual or threatened breach, without the need to post bond or prove actual damages; and
(b) Contractor shall be liable for liquidated damages of $1,000 per day for each day such breach continues, accruing until the breach is fully cured.
The remedies in this Section are cumulative and do not limit any other rights or remedies available at law or equity.
9. Indemnification
Contractor shall indemnify, defend, and hold harmless Company, its officers, directors, employees, affiliates, and agents from and against any and all claims, demands, damages, liabilities, losses, costs, and expenses (including attorneys’ fees) arising out of or related to:
1. Contractor’s acts, omissions, negligence, or misconduct;
2. Contractor’s breach of this Agreement (including failure to meet Visit/Introduction verification requirements);
3. Contractor’s failure to maintain required liability insurance;
4. Any third-party claim connected to Contractor’s activities; and
5. Any tax-related claims, assessments, or government proceedings, including misclassification disputes.
Survival. The obligations under this Section are intended to be perpetual. They shall survive the termination, cancellation, or expiration of this Agreement and continue in full force until the latest of:
• (a) the expiration of all applicable statutes of limitation for the underlying claim or cause of action,
• (b) the final resolution of any third-party claim or proceeding arising from Contractor’s services, or
• (c) the satisfaction in full of any judgment, settlement, or government order related to such claim.
Contractor’s indemnification obligations shall not be diminished, released, or discharged by the expiration or termination of this Agreement, by Contractor ceasing operations, or by bankruptcy, insolvency, or dissolution. Contractor’s obligations hereunder are absolute, unconditional, and not subject to offset, defense, or counterclaim.
10. Governing Law and Venue
This Agreement shall be governed by and construed exclusively under the laws of the State of Wyoming, without regard to conflict-of-law principles.
Contractor expressly agrees that:
• Any dispute, claim, or cause of action shall be brought only in the courts of Laramie County, Wyoming (state or federal).
• Contractor irrevocably submits to the exclusive jurisdiction and venue of such courts.
• Contractor waives any objection that the chosen venue is inconvenient or improper.
• By contracting with a Wyoming corporation, Contractor acknowledges and accepts that they are bound solely to Wyoming law and jurisdiction, regardless of where services are performed.
Arbitration. As an alternative to litigation, Company may, at its sole election, require that any dispute be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The seat of arbitration shall be in Wyoming, and judgment on the award rendered by the arbitrator(s) may be entered and enforced in any court of competent jurisdiction.
Severability (In Provision 10). To the maximum extent permitted by law, each provision of this agreement shall be deemed individually and collectively valid, legal, and enforceable, and shall be modified, interpreted and enforced to achieve the intent and economic effect originally contemplated.
11. W-9 Requirement
1. Submission of Form W-9
Prior to receiving any compensation under this Agreement, Contractor shall complete, sign, and deliver to Company a current and accurate IRS Form W-9 (Request for Taxpayer Identification Number and Certification).
2. Condition of Payment
No payments shall be disbursed until a valid W-9 is on file with Company. Failure to submit or maintain an accurate W-9 shall result in withholding of all compensation until compliance is achieved.
3. Ongoing Accuracy
Contractor is solely responsible for ensuring that the information provided on their W-9 remains accurate throughout the term of this Agreement. If Contractor’s taxpayer information changes (including but not limited to legal name, business entity type, or tax identification number), Contractor must provide an updated W-9 within five (5) business days of such change.
4. Reporting & Withholding
Company will issue an IRS Form 1099-NEC for all compensation paid to Contractor as required by law. Contractor acknowledges that Company may be required to withhold backup withholding if Contractor fails to furnish a valid W-9 or if instructed by the IRS.
5. Indemnification
Contractor shall indemnify and hold harmless Company from any penalties, interest, or liabilities incurred as a result of Contractor’s failure to provide or maintain an accurate W-9.
12. Entire Agreement
This document represents the entire agreement between the parties. No oral statements or prior agreements shall modify its terms.
Severability (In Provision 12). To the maximum extent permitted by law, each provision of this agreement shall be deemed individually and collectively valid, legal, and enforceable, and shall be modified, interpreted and enforced to achieve the intent and economic effect originally contemplated.