Independent Contractor Agreement for Direct Seller

This Agreement is made between Client (herein “Client”), and Tendril, LLC, a Delaware limited liability company with a place of business at 620 Ivywood Dr. Oxnard CA 93030 (herein “Tendril, LLC”).

This Agreement will become effective on the signing date and will end approximately six (3) months later.. (the “Initial Term”) After the Initial Term, if both parties agree to continue their relationship, this agreement shall renew for a on a month-to-month basis.

Services to Be Performed

Tendril, LLC agrees to perform all or certain of the following services for Client, the details will be account specific:

  1. Recruit resources for client including phone screens, mock presentations, and panel interviews
  2. Employ resource through Tendril, LLc’s Mexican subsidiary: TendrilMX S de RL de CV
  3. Provide full benefits for resource in Mexico
  4. Provide 13th-month salary payment (Aguinaldo)
  5. Provide PTO and paid holidays

4.      Client will leverage its own proprietary technology platforms for sales or engineering.

5. Tendril, LLC Staffed Resources will always represent themselves as a Client team member to operate as a true extension of Client. Tendril, LLC requests a Client email address for the resources

Independent Contractor Status

Tendril, LLC is an independent contractor, not a Client employee. Tendril, LLC’s employees or contract personnel are not Client employees. Tendril, LLC and Client agree to the following rights consistent with an independent contractor relationship.

Tendril, LLC has the sole right to control and direct the means, manner and method by which the services required by this Agreement will be performed; provided, however, Tendril, LLC shall:

  • Provide the services hereunder in a professional manner
  • Provide to Client such reports as Client may reasonably request concerning sales activities, pipeline, and projections
  • Attend sales meetings organized by Client
  • Not have the authority to bind Client in any way, including but not limited to the execution of any agreement on behalf of the Client, it being hereby agreed and acknowledged that any and all agreements with Customers concerning the Client Solution shall be executed by Client

Business Permits, Certificates and Licenses

Tendril, LLC has complied with all federal, state and local laws requiring business permits, certificates and licenses required to carry out the services to be performed under this Agreement.

State and Federal Taxes

Client will not:

  • Withhold FICA (Social Security and Medicare taxes) from Tendril, LLC’s payments or make FICA payments on Tendril, LLC’s behalf
  • Make state or federal unemployment compensation contributions on Tendril, LLC’s behalf, or
  • Withhold state or federal income tax from Tendril, LLC’s payments.

Tendril, LLC shall pay all taxes incurred while performing services under this Agreement—including all applicable income taxes and self-employment (Social Security) taxes. Upon demand, Tendril, LLC shall provide Client with proof that such payments have been made.

Fringe Benefits

Tendril, LLC understands that neither Tendril, LLC nor Tendril, LLC’s employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay or other fringe benefit plan of Client.

Unemployment Compensation

Client shall make no state or federal unemployment compensation payments on behalf of Tendril, LLC or Tendril, LLC’s employees or contract personnel. Tendril, LLC will not be entitled to these benefits in connection with work performed under this Agreement.


Tendril, LLC will not disclose or use, either during or any time after the term of this Agreement, any proprietary or confidential information of Client without Client’s prior written permission except to the extent necessary to perform services on Tendril, LLC’s behalf.

Proprietary or confidential information includes all non-public information concerning Client, its subsidiaries and affiliates, and their respective officers, agents, employees, consultants, licensors, suppliers and customer, including but not limited to:

  • The written, printed, graphic or electronically recorded materials furnished by Client for Tendril, LLC to use
  • Business plans, lead generation capabilities, customer lists, Targeted Customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries and improvements of any kind, and
  • Information belonging to customers and suppliers of Client about who Tendril, LLC gained knowledge as a result of Tendril, LLC’s services to Client.

Terminating the Agreement

If Client wishes to end the agreement, it will provide a thirty day (30) written notice to Tendril, LLC.

Release terms

If, during the course of this agreement and for a period of up to six months after the termination of this agreement, Client enters a contractual agreement to employ the sales professional, Client will be required to pay Tendril, LLC, (Tendril, LLC LLC); a $5,000 release fee per person, due at the inception of employment. This fee is non-negotiable and cannot be further negotiated during or after the term of this contract.

Limitation of Liability

Client  shall not be liable for any indirect, incidental, consequential or special damages or for loss of revenue or profits arising under or respect to this Agreement, even if advised of the possibility of such damages, provided that this section does not limit either Party’s liability to the other for indemnification or confidentiality obligations hereunder or in no event shall Client’s liability under this Agreement whether based in contract or otherwise exceed the total amount of fees theretofore due to Tendril, LLC in relation to the Services out of which the claim arose provided, however, Client expressly agrees that in the event Tendril, LLC commences any action to enforce this Agreement, is made a party to any litigation as a result of this Agreement or in the event Tendril, LLC otherwise retains an attorney to enforce any terms of this Agreement, Client shall be responsible for all reasonable attorneys’ fees and other expenses incurred by Tendril, LLC.


If any part of this Agreement is held unenforceable, the rest of the Agreement will continue in effect.

Applicable Law

This Agreement will be governed by the laws of the state of Delaware. Without reference to any conflict of laws, rules or principles of any state.

Final Agreement

This Agreement, together with any Exhibits attached hereto, constitutes the final understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties, whether written or oral.  This Agreement may be amended, supplemented or changed only by an agreement in writing signed by both of the parties.


All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows:

  • When delivered personally to the recipient’s address as stated on this Agreement
  • Three days after being deposited in the United States mail, with postage prepaid to the recipient’s address as stated on this Agreement, or
  • When sent by email, fax or to the last email, fax number of the recipient known to the person giving notice. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first class mail, or the recipient delivers a written confirmation of receipt.

No Partnership

This Agreement does not create a partnership relationship. Tendril, LLC does not have authority to enter into contracts on Client’ behalf.

All monthly retainer fees are due on Program startup and first day of the month. Payment is accepted via credit card or bank ACH.  The monthly fee payment will be prorated once a Sales Executive is on staff if the date of official hire is not the 1st of the month, we prorate our Monthly Fee by the number of worked days in the month.

IN WITNESS WHEREOF, this Fee Structure has been adopted and duly executed by the parties as of the date given below and shall be incorporated into the Independent Contractor Agreement by and between the parties hereto.

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