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                                                                                   INDEPENDENT CONTRACTOR

                                                                           SALES REPRESENTATIVE AGREEMENT

THIS AGREEMENT is entered into on ___________________ by and between [Window Geeks, LLC dba GeekSuite Exteriors], a Minnesota limited liability company (hereinafter referred to as "GeekSuite  Exteriors"), and ____________________________ (hereinafter referred to as "Sales  Representative") (GeekSuite Exteriors and Sales Representative are sometimes mutually referred  to herein as the "Parties").


WHEREAS, GeekSuite Exteriors is a seller and marketer of roofing, siding, window,  and gutter construction and installation services; and

WHEREAS, Sales Representative is skilled and experienced in sales and marketing of  construction services; and

WHEREAS, GeekSuite Exteriors wants to retain Sales Representative as an independent  contractor to perform sales and marketing services for it and Sales Representative wants to be  retained for such purposes. 

NOW THEREFORE, in consideration of the undertakings, promises, respective  covenants and commitments contained herein, and for other good and valuable consideration, the  receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:



1.1. “Closed Out” shall refer to that point in time at which the construction work is fully  performed, all the Trade Lines Job permits have completed final inspection, GeekSuite  Exteriors has received from the Customer payment in full for all services and materials  contributed to the construction work, a final accounting of the Trade Lines Job is  completed, and profit for the Trade Lines Job is known.

1.2. "Competitive Business" shall mean any corporation, partnership or other entity or person  that is in competition with any of the businesses in which GeekSuite Exteriors (or any of  GeekSuite Exteriors's divisions, subsidiaries or affiliates) is engaged or as it may evolve  during the duration of the applicable covenant term and shall include without limitation  any entity or person in any of the Trade Lines in competition with GeekSuite Exteriors

within the Excluded Area.

1.3. “Confidential Information” refers to all confidential and proprietary information  concerning the Trade Secrets, inventions and intellectual property of the business and  affairs of GeekSuite Exteriors. Confidential Information includes, but is not limited to,  sources of supply, building plans and specifications, research and development, customer  lists, lead lists, sales techniques, marketing plans, marketing information, training  materials, financing techniques and plans, management systems and procedures, all  information contained in personnel or customer files, and other information and technical  data transmitted to Sales Representative, whether acquired as a result of the services  rendered pursuant to this Agreement or otherwise.

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1.4. "Customers" shall mean any person who responds to marketing activities of GeekSuite  Exteriors or for whom GeekSuite Exteriors provides services.

1.5. “Earned Commissions” defines the point in time before which GeekSuite Exteriors has  no liability, and Sales Representative has no claim, for compensation due for the sale of  a Trade Lines Job. Commissions become earned only when the Trade Lines Job is Closed  Out, Sales Representative has provided  [all] the Services for it, and the requirements set forth  on Exhibits A and B have been satisfied. 

1.6. "Excluded Area" shall mean the eleven county Minneapolis/St. Paul metropolitan area  consisting of the following Minnesota counties: Anoka, Carver, Chisago, Dakota,  Hennepin, Isanti, Ramsey, Scott, Sherburne, Washington, and Wright, and any other  geographical areas where GeekSuite Exteriors performs work or solicits customers.

1.7. "Services" means the sales and marketing of the Trade Lines by Sales Representative as  more fully set forth on Exhibit A.

1.8. "Trade Lines" shall include roofing, siding, window, and gutter sales, construction, and  installation services. [shall include sales, construction and installation of roofing, siding, windows,  gutters, and other remodeling services.]

1.9. “Trade Lines Job” is comprised of all Trade Lines incorporated into the project for one  property.

1.10. "Trade Secrets" include information, methods, techniques, or processes that have value  because they are not generally known to others and that GeekSuite Exteriors takes  reasonable efforts to protect, as defined by the Minnesota Trade Secrets Act, Minnesota  Statutes Section 325C.01, Subd. 5, as amended.



2.1 Unless earlier terminated by the Parties, the term of this Agreement shall be for no more  than one calendar year commencing on the day and year first specified above and  continuing until 11:59 p.m. on December 31 of the year in which it was first executed.

2.2 Either Party may terminate this Agreement by providing to the other a sixty (60) day  written notification.

2.3 Notwithstanding the foregoing, GeekSuite Exteriors may summarily terminate this  Agreement in any of the following events: (i) bankruptcy or insolvency of Sales  Representative, or the filing for bankruptcy relief for Sales Representative, (ii) the material  breach of this Agreement by Sales Representative, or (iii) the misconduct of Sales  Representative or its employees, officers, agents or subcontractors involving misfeasance,  malfeasance or nonfeasance in performance of the services.

2.4 Upon termination of this Agreement, Sales Representative agrees to, within twenty-four  (24) hours, return to GeekSuite Exteriors all Confidential Information and materials,  including without limitation advertising and marketing materials, lead lists, business cards,  manuals and supplies.



3.1 Sales Representative will provide the Services to assist GeekSuite Exteriors in increasing  profit margins through sales and marketing of the Trade Lines. Sales Representative may

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determine the means and the method of providing the Services. Sales Representative may  select the personnel to perform the Services.


Performance of Services

4.1 Sales Representative shall furnish all supervision, materials, supplies and equipment,  except as otherwise herein provided, and perform all labor required for the performance of  the Services to the satisfaction of GeekSuite Exteriors. Sales Representative shall always  enforce strict discipline and good order among its personnel and shall not retain any unfit  person or anyone not skilled in the tasks assigned. Sales Representative shall reimburse  GeekSuite Exteriors for any actual damages or costs incurred by reason of Sales  Representative's failure to diligently pursue the Services. Compensation to Sales  Representative will be offset by any damages to property or supplies or for work not  performed in a professional and workmanlike manner.



5.1 Sales commission for a Trade Lines Job becomes earned Commissions become earned  only when the Trade Lines Job is Closed Out, Sales Representative has provided the  Services for it, and the requirements set forth on Exhibits A and B have been satisfied.  GeekSuite Exteriors agrees to pay Sales Representative Earned Commissions in  accordance with the attached “Commission Schedule” set forth on Exhibit B. 

5.2 Earned Commissions shall be paid by the 15th of the month following the month in which a  Trade Lines Job Closed Out. 

5.3 Sales Representative hereby acknowledges that all of Sales Representative’s  compensation will depend solely on sales for GeekSuite Exteriors and will not be related  in any way to the number of hours worked by Sales Representative, or to expenses incurred  by Sales Representative, or to any other measure or gauge.

5.4 At the sole discretion of GeekSuite Exteriors, an unearned commission (“Draw”), in an  amount determined by GeekSuite Exteriors, against a Trade Lines Job sold but not yet  Closed Out will be advanced to Sales Representative. Draws advanced by GeekSuite  Exteriors are a liability to Sales Representative and GeekSuite Exteriors retains a right to  offset, at any time, any Earned Commissions due in the amount of any outstanding Draws.



6.1 In the event that this Agreement is terminated for any reason by Sales Representative, or by  GeekSuite Exteriors pursuant to Article 2.3, Sales Representative forfeits all claims to  commissions for Trade Lines Jobs that are not Closed Out on the date of termination.

6.2 Except as provided in Article 6.1, Sales Representative shall receive Earned Commissions  for all Trade Lines Jobs sold but not Closed Out only following a final accounting of Sales  Representative’s account and after all such Trade Lines Jobs are Closed Out. GeekSuite  Exteriors shall have the right to offset any payments due Sales Representative against  amounts due GeekSuite Exteriors from Sales Representative.

6.3 In the event of termination of this Agreement, should Sales Representative or any entity  owned and/or controlled by Sales Representative, or if the Sales Representative is an entity,

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its owners, principals, stockholders, officers, directors, managers, or employees, directly  or indirectly contact any Customer of GeekSuite Exteriors, otherwise interfere with  GeekSuite Exteriors' relationships with its Customers, workforces, subcontractors, or  suppliers, or this Agreement was terminated by GeekSuite Exteriors pursuant to Article  2.3, Sales Representative shall forfeit any remaining Earned Commissions due under this  Agreement. Liability to GeekSuite Exteriors for any outstanding Draws shall survive  termination of this Agreement.


Business Expenses

7.1 Except as provided in this Article, Sales Representative shall be responsible for all its  business expenses incurred in performing the Services.

7.2 GeekSuite Exteriors, without charge, may make available reasonable facilities for Sales  Representative’s marketing staff to market the Trade Lines to GeekSuite Exteriors customers. This provision is for the sole convenience of GeekSuite Exteriors in promoting  and marketing itself to its customers.



8.1 Sales Representative shall not commence performance of the Services until the following  insurance has been obtained from reputable insurers setting forth coverage for not less than  the following:

8.1.1 Worker’s Compensation. Sales Representative must have in force during  performance of the work a Minnesota Workers’ Compensation and Employers’  Liability insurance policy providing statutory limits.

8.1.2 Comprehensive General Liability Insurance. Sales Representative shall obtain and  maintain Commercial General Liability Insurance, with limits that shall be at least  $500,000.00 for each occurrence; $500,000.00 for personal and advertising injury;  $1,000,000.00 for general aggregate coverage. 

8.1.3 Automobile Liability Insurance. Insurance shall cover all owned, hired, and non owned autos. The policy shall be written with a Combined Single Limit or  $1,000,000.00 or its equivalent.

8.2 The Sales Representative shall provide a certificate (ACORD 25) to GeekSuite Exteriors evidencing the Comprehensive General Liability Insurance coverage required above. The  section Description of Operations on the certificate must include the following language:  “Certificate holder is included as an additional insured with respect to all work performed  and per endorsement CG2010 attached.” The additional insured endorsement should be the  standard ISO CG2010, indicating the name of GeekSuite Exteriors. (A “blanket” additional  insured endorsement such as ISO form CG2033, or equivalent, is also acceptable.  However, a copy of the endorsement needs to be attached to the certificate.)

8.3 The Sales Representative shall provide to GeekSuite Exteriors a certificate evidencing  coverage for Workers’ Compensation Insurance and Business Automobile Insurance.  Certificate(s) should show Sales Representative’s Federal Tax ID number.

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8.4 Sales Representative agrees to obtain and furnish to GeekSuite Exteriors an undertaking  by the insurance company issuing each such policy that such policy will not be cancelled  except after fifteen (15) days’ notice to GeekSuite Exteriors of its intention to do so.

8.5 Sales Representative shall provide evidence to GeekSuite Exteriors evidencing a valid  driver’s license.

8.6 If any Services to be performed under this Agreement is further subcontracted by Sales  Representative, subject to the limits set forth herein, Sales Representative shall provide  GeekSuite Exteriors with evidence satisfactory to GeekSuite Exteriors that any said  subcontracted party maintains the insurance required in this Article.



9.1 Sales Representative agrees to assume entire responsibility and liability, to the fullest  extent permitted by law, for all damages or injury to all persons, whether employees or  otherwise, and to all property, arising out of it, resulting from or in any manner connected  with, the execution of the work provided for in this Agreement or occurring or resulting  from the use by Sales Representative, its agents or employees, of materials, equipment,  instrumentalities or other property, whether the same be owned by GeekSuite Exteriors,  Sales Representative, or third parties, and Sales Representative, to the fullest extent  permitted by law, agrees to indemnify and save harmless GeekSuite Exteriors, its agents  and employees from all such claims including, without limiting the generality of the  foregoing, claims for which GeekSuite Exteriors may be or may be claimed to be, liable  and legal fees, attorneys fees, and disbursements paid or incurred to enforce the provisions  of this paragraph 9.1 and Sales Representative further agrees to obtain, maintain, and pay  for such general liability insurance coverage and endorsements as will insure the provisions  of this paragraph.

9.2 Sales Representative’s indemnification and defense obligations hereunder shall extend to  claims occurring after this Agreement is terminated as well as while it is in force and shall  continue until it is finally adjudicated that all actions against the indemnified parties for  such matters which are indemnified hereunder are fully and finally barred by applicable  laws.


Non-Competition/No Solicitation Covenants

10.1 Sales Representative expressly agrees that, throughout the term of this Agreement, Sales  Representative will not directly or indirectly manage, own, operate, control or become an  employee, contractor, agent, consultant, shareholder, partner, officer or director of any  Competitive Business.

10.2 Sales Representative expressly agrees that, throughout the term of this Agreement, Sales  Representative, and any entity owned and/or controlled by the Sales Representative, or if  the Sales Representative is an entity, its owners, principals, stockholders, officers,  directors, managers, or employees, shall not engage in the Trade Lines in the Excluded  Area.

10.3 Sales Representative expressly agrees that throughout the term of this Agreement and for  one (1) year following its termination, regardless of the reason for the termination, Sales  Representative, or any entity owned and/or controlled by Sales Representative, or if the

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Sales Representative is an entity, its owners, principals, stockholders, officers, directors,  managers, or employees, will not directly or indirectly solicit the Customers of GeekSuite  Exteriors for any transaction involving Trade Lines sales in the Excluded Area.

10.4 Sales Representative expressly agrees that throughout the term of this Agreement and for  two (2) years following its termination, regardless of the reason for the termination, Sales  Representative or any entity owned and/or controlled by Sales Representative, or if the  Sales Representative is an entity, its owners, principals, stockholders, officers, directors,  managers, or employees, will not directly or indirectly solicit the employment of or hire  working forces to hire them or induce them to leave engagement with GeekSuite Exteriors.

10.5 The Parties acknowledge that the remedies at law for any breach of the foregoing covenants  in this Article will be inadequate and that GeekSuite Exteriors shall be entitled, and in  addition to any remedy at law, to obtain equitable relief by way of a restraining order,  injunction or other prohibitory or mandatory relief, to prevent the breach or threatened  breach of, or to enforce the specific performance of any term, condition, covenant or  provision of this Article. No bond or other security shall be required in connection with  such injunction. This provision with respect to injunctive relief and other equitable  remedies shall not diminish the right of GeekSuite Exteriors to claim and recover damages  in addition to such relief. Additionally, GeekSuite Exteriors shall be entitled to its  attorney’s fees, costs and disbursements from Sales Representative incurred in seeking  such injunctive or other relief. If any court of competent jurisdiction or arbitrator pursuant  to a binding arbitration agreement between the Parties should determine that the restrictive  provisions of this Article are unreasonable or invalid because of either its length of time or  its scope, then the Parties agree that such covenant may be modified either or both in time  or scope so that such covenant shall be enforceable against the party for whom it is  applicable.



11.1 Sales Representative expressly agrees that, throughout the term of this Agreement, vehicles  used while engaged in prospecting, selling, or servicing activities on behalf of GeekSuite  Exteriors will always display on the exterior of said vehicle, readily visible by the public,  signs provided by GeekSuite Exteriors, or, at Sales Representative’s discretion and  expense, an alternative substantially similar and approved by GeekSuite Exteriors.

11.2 Sales Representative remains solely responsible for the proper application to their vehicle  of any signs advertising GeekSuite Exteriors, whether engaged in prospecting, selling, or  servicing activities on behalf of GeekSuite Exteriors. Sales Representative holds GeekSuite  Exteriors harmless from all liability for bodily injury, damage to vehicles, or other injury  to persons or property caused by the sign while attached to a vehicle or in the event the  sign becomes dislodged from a vehicle.

11.3 All signs provided by GeekSuite Exteriors remain the property of GeekSuite Exteriors.  Sales Representative is responsible, at its own expense, for keeping all signs clean and in  good repair always.

11.4 Upon termination of this Agreement, for any reason and by either party, Sales  Representative will immediately cease displaying all signs displaying GeekSuite Exteriors’  name, license number, or any other identifying information without regard to whether such  sign was provided by GeekSuite Exteriors. Sales Representative will return all signs  provided by GeekSuite Exteriors, clean and reusable, within 10 days of said termination.

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Signs shall be returned during regular business hours at the business office of GeekSuite  Exteriors or by other means agreed upon by GeekSuite Exteriors at their sole discretion.  Sales Representative authorizes GeekSuite Exteriors to deduct from any outstanding  Earned Commissions owed to Sales Representative any expenses GeekSuite Exteriors

incurs in repairing or replacing signs provided to Sales Representative.

11.5 Sales Representative will not, while engaged in prospecting, selling, or servicing activities  on behalf of GeekSuite Exteriors, advertise any Competitive Business engaged in the same  or similar Trade Lines in any manner whatsoever, including but not limited to vehicle signs,  pamphlets, yard signs, business cards, flyers, stuffers, print media, direct mail, internet,  email, or social networking.


Assignment and License of Intellectual Property Rights

12.1 Sales Representative shall promptly notify and fully disclose to GeekSuite Exteriors, in  writing, the existence and nature of all ideas, formulas, devices, designs, practices,  methods, know-how, processes, apparatus, improvements, discoveries and inventions,  whether or not patentable, which are made, devised, developed, perfected, conceived, or  first reduced to practice by Sales Representative, individually or jointly with others, during  the performance of Sales Representative's services to GeekSuite Exteriors or arising  therefrom within one (1) year thereafter, relating either directly or indirectly to the present  or prospective businesses, products, services, practices, or techniques of GeekSuite  Exteriors or relating either directly or indirectly to the services (collectively the  "Inventions") and all intellectual property rights therein, including, without limitation, all  current and future worldwide patents and other patent rights, utility models, copyrights,  trademark rights, trade secrets, and all applications and registrations with respect to any of  the foregoing (the "Intellectual Property Rights").

12.2 Sales Representative hereby assigns to GeekSuite Exteriors all right, title and interest Sales  Representative may have in and to the Intellectual Property Rights and the Inventions. At  GeekSuite Exteriors' expense, Sales Representative shall execute and deliver such  instruments and take such other action as may be requested by GeekSuite Exteriors to  perfect or protect GeekSuite Exteriors' right in such intellectual property. This assignment  shall not apply to Intellectual Property Rights and Inventions solely developed  independently by Sales Representative outside the services and developed wholly on Sales  Representative’s own time without know-how obtained through performance of the  services and without using any equipment or materials of GeekSuite Exteriors.

12.3 Sales Representative agrees that all work conducted by Sales Representative for GeekSuite  Exteriors is "work for hire" for intellectual property and copyright purposes. In the event  Sales Representative owns intellectual property not assigned to GeekSuite Exteriors under  this Agreement and which is incorporated into any work Sales Representative performs for  GeekSuite Exteriors, Sales Representative hereby licenses to GeekSuite Exteriors all such  intellectual property. Sales Representative licenses to GeekSuite Exteriors the unrestricted  right to fully use or publish all information, knowledge or data disclosed by Sales  Representative to GeekSuite Exteriors without such usage or publication being a violation  of any intellectual property right of Sales Representative.



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13.1 Sales Representative agrees that Sales Representative shall carefully guard and keep secret  all Trade Secrets, inventions and intellectual property and other Confidential Information  concerning the business and affairs of GeekSuite Exteriors and its Customers. Sales  Representative shall not, at any time, directly or indirectly, disclose such Confidential  Information to any person, firm, corporation or other third party or use the same in any  way, unless it first secures the prior written consent of GeekSuite Exteriors or the use or  disclosure is necessary to carrying out the purposes of this Agreement.

13.2 Sales Representative acknowledges that, prior to this Agreement, Sales Representative had  no knowledge of existing or developing Confidential Information and that the Confidential  Information is of a confidential and secret character and is vital to the continued success of  GeekSuite Exteriors' business. Sales Representative further acknowledges that Sales  Representative is retained by GeekSuite Exteriors in a capacity in which Sales  Representative will become acquainted with all or a part of the Confidential Information.  To guard the legitimate interests of GeekSuite Exteriors and its Customers in the  Confidential Information, it is necessary for GeekSuite Exteriors to protect the Confidential  Information by holding it secret and confidential.

13.3 Except as required and necessary to carry out Sales Representative's duties under this  Agreement or as required by law, Sales Representative covenants and agrees not to directly  or indirectly, use, disseminate or disclose any Confidential Information to any entity or  individual, both throughout the term of this Agreement and after its termination. Sales  Representative understands and agrees that the terms of this Article are applicable to, but  not limited to, discussions or disclosures of Confidential Information to other contractors,  agents, employees or customers of GeekSuite Exteriors that are not necessary to carrying  out the purposes of this Agreement.

13.4 In the event Sales Representative becomes legally compelled to disclose any Confidential  Information, Sales Representative shall provide GeekSuite Exteriors with immediate notice  so that GeekSuite Exteriors may seek a protective order or other appropriate remedy. If a  protective order or other remedy is not obtained by GeekSuite Exteriors, Sales  Representative shall only furnish such Confidential Information which is legally required  and shall exercise its best efforts to obtain a protective order and other reliable assurances  that the Confidential Information shall be accorded confidential treatment.

13.5 All documents and tangible items which contain or deal in any manner with Confidential  Information are the property of the GeekSuite Exteriors and shall remain the exclusive  property of GeekSuite Exteriors along with all copies, recordings, abstracts, notes or  reproductions of any kind made from or about the documents and tangible items or the  information they contain.

13.6 Sales Representative agrees that the Confidential Information is unique, the unauthorized  use or disclosure of which would confer irreparable harm on GeekSuite Exteriors, which  irreparable harm may not be compensable entirely with monetary damages. The Parties  agree that injunctive relief is an appropriate remedy for unauthorized use of the  Confidential Information. Such injunctive relief shall be in addition to other remedies. No  bond or other security shall be required in connection with such injunction.

13.7 Sales Representative agrees that if Sales Representative violates the provisions of this  Article, GeekSuite Exteriors shall be entitled to an accounting and repayment of all profits,  compensation, commissions, remunerations or benefits which Sales Representative  directly or indirectly realized and/or may realize, or any other entity has realized or may

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realize because of, or in connection with breach of the provisions of this Article.  Additionally, GeekSuite Exteriors shall be entitled to its attorney’s fees, costs and  disbursements from Sales Representative incurred in seeking such relief. Such remedies  shall be in addition to and not in limitation of any injunctive relief or any other rights or  remedies to which GeekSuite Exteriors is or may be entitled to at law, in equity or under  this Agreement.

13.8 Sales Representative and GeekSuite Exteriors agree that the provisions of this Article are  reasonable, especially considering the other provisions and terms of this Agreement and  will survive termination of this Agreement.


Independent Contractor Status

14.1 It is expressly understood and intended by the Parties that Sales Representative, in  performing the services to be performed pursuant to this Agreement, shall be acting as an  independent contractor and not as an employee of GeekSuite Exteriors or its Customers,  and that GeekSuite Exteriors shall report payments to Sales Representative with an IRS  Form 1099, if legally required.

14.2 Sales Representative acknowledges that it is Sales Representative’s sole obligation to  report as income all compensation received from GeekSuite Exteriors pursuant to this  Agreement. Sales Representative further agrees that GeekSuite Exteriors shall not be  obligated to treat Sales Representative as an employee with respect to Federal and State  taxes or to pay Federal and State withholding taxes, social security, unemployment taxes,  disability insurance premiums, or similar items, in connection with any payments made to  Sales Representative pursuant to the terms of this Agreement. 

14.3 Sales Representative makes the following representations to GeekSuite Exteriors, which  GeekSuite Exteriors may rely on and has relied on in retaining Sales Representative as an  independent contractor for Services performed hereunder:

14.3.1 Separate Business Office: Sales Representative maintains a separate office with its  own equipment, materials, and other facilities;

14.3.2 Federal Identification Number: Sales Representative’s federal identification  number is ______________;

14.3.3 Contractor Control: Sales Representative controls the means of performing the  services or work which it performs on behalf of GeekSuite Exteriors, and is paid a  specific amount of money for specific services or work as described under this  Agreement;

14.3.4 Expenses: Sales Representative is responsible for the payment of all expenses  related to the services or work that it performs on behalf of GeekSuite Exteriors;

14.3.5 Completion of Services: Sales Representative is responsible for completing the  work or services under this Agreement in a professional and workmanlike manner  and will be liable for any failure to complete the work, as hereinafter provided;

14.3.6 Compensation: The compensation for Sales Representative’s work or services is as  described above and is determined on a commission basis and not on any other  basis. Compensation will be offset for any damages to property or supplies or for  work not performed in a professional and workmanlike manner;

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14.3.7 Profit or Loss: Sales Representative will realize a profit or loss under this agreement  with GeekSuite Exteriors depending upon its performance;

14.3.8 Business Obligations: Sales Representative represents to GeekSuite Exteriors that  it has continuing or reoccurring business liabilities and obligations; and

14.3.9 Success of Business: Sales Representative acknowledges that the success or failure  of its business depends upon its relationship of business receipts to expenditures,  and that it is in no way guaranteed continuing work with GeekSuite Exteriors.


Liability to Third Parties

15.1 It is agreed that neither of the Parties shall act as the agent of the other Party without an  express written authorization to act as an agent, and any act by a Party as an agent, without  proper authorization will create a separate liability in the Party solely acting to all third  parties affected thereby.

15.2 Any contract entered into by a Party that is outside the scope of this Agreement will not be  binding on the other Party, and only the Party entering that contract shall be liable thereby  to third parties.



16.1 Assignment. No assignment of this Agreement or any part thereof or any payment due  hereunder will be accepted by GeekSuite Exteriors. 

16.2 Applicable Law. This Agreement shall be construed in accordance with the laws of the  State of Minnesota.

16.3 Entire Agreement. This Agreement shall not be effective until signed by all the Parties.  This Agreement, along with attached Schedules, Exhibits, any Appendix and any  documents referred to herein, constitutes the entire agreement between the Parties with  respect to the subject matter hereof and merges all prior and contemporaneous  communications. This Agreement shall not be modified except by a written agreement  signed by the Parties.

16.4 Waiver. Failure at any time to enforce any provisions of this Agreement shall in no way  be constituted as a waiver of such provision and shall not affect the right of either party  thereafter to enforce every provision of the Agreement in accordance with its terms.

16.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in  such a manner as to be effective and valid under applicable law, but if any provision of this  Agreement shall be held to be prohibited by or invalid under applicable law, such provision  shall be ineffective only to the extent of such prohibition or invalidity without invalidating  the remainder of such provision or the remaining provisions of this Agreement.

16.6 Notices. All notices contemplated in this Agreement shall be effective when received and  shall be served personally, or by certified or registered mail, return receipt requested, on  the Parties at the address indicated below, or at such other address the Parties may inform  each other of from time to time.

16.7 Arbitration. Any disputes between the Parties to this Agreement concerning the matters  set forth in Article 4 of this Agreement shall be resolved amicably between the Parties. In  the event the Parties cannot agree to a resolution, the Parties agree that any claim or dispute

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between them or against any agent, employee, successor or its assign of the other, related  to Article 4 of this Agreement shall be resolved by confidential binding arbitration in  Minneapolis, Minnesota, USA under the commercial arbitration rules then prevailing of  the American Arbitration Association. Any award of the arbitrator(s) may be entered as a  judgment in any court of competent jurisdiction. This Agreement shall be interpreted under  the Federal Arbitration Act. Except for claims or disputes related to Article 4 of this  Agreement, all claims or disputes concerning matters set forth in this Agreement shall be  resolved in a court of law in a Minnesota jurisdiction chosen by GeekSuite Exteriors in its  sole discretion.

16.8 Injunctive Relief. If it is necessary for GeekSuite Exteriors to seek injunctive relief, the  preceding arbitration agreement will be waived as to such injunctive relief and GeekSuite  Exteriors may seek the injunctive relief in a court of law. All other matters shall be subject  to the preceding arbitration agreement. 

IN WITNESS WHEREOF, the Parties have executed this Agreement effective the  date first above stated.

GeekSuite Exteriors

5200 Willson Rd

Suite 150

Edina, MN 55424

By: _____________________________ Todd Krafty

Its: Owner

____________________________________ ____________________________________ ____________________________________ ____________________________________

By: ______________________________ ______________________________

Its: ______________________________



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Independent Subcontractor Sales Representative Duties [to be completed]



The Sales Representative shall receive a percentage of the profit for each construction job identified  in Article 5 of the accompanying Agreement, which is calculated as follows:

From the Invoice amount, deduct the following:

- ten [fifteen] percent for overhead

- costs of materials

- costs of labor

- amount of the permit

- costs for the dumpster

[- cost of lead and bidding expenses]

= Profit

For gross monthly [?] Profit on all construction jobs identified in Article 5 of the accompanying  Agreement, Sales Representative shall receive the following percentage profit:

[50% on all jobs]

$0.00 to $________, __%;

$________ to $________, __%; or

$________ to $________, __%; or

$________ and higher, __%.


(if Sales Representative is a business entity)

The undersigned personally guaranties performance by Sales Representative of all of Sales Representative’s  obligations under the accompanying Independent Contractor Sales Representative Agreement and this  Personal Guaranty is part consideration for GeekSuite Exteriors entering into the Independent Contractor  Sales Representative Agreement and contract relationship with Sales Representative.

Liability for all signers of this Personal Guaranty shall be joint and several and a separate action or actions  may be brought and prosecuted against guarantors whether action is brought against Sales Representative and  whether Sales Representative be joined in any such action or actions. Guarantors waive, to the fullest extent  permitted by law, the benefit of any statute of limitations affecting their liability hereunder or the enforcement  thereof. Any payment by Sales Representative or other circumstance which operates to toll any statute of  limitations as to Sales Representative shall operate to toll the statute of limitations as to Guarantors. Guarantors  waive all defenses based on suretyship and impairment of collateral.

This Personal Guaranty shall be deemed to be made under and shall be governed by the laws of the State of  Minnesota in all respects, including matters of construction, validity, and performance, and the terms and  provisions hereof may not be waived, altered, modified, or amended except in writing duly signed by an  authorized officer of GeekSuite Exteriors and by guarantors.

If any of the provisions of this guaranty shall contravene or be held invalid under the laws of any jurisdiction, this  guaranty shall be construed as if not containing those provisions and the rights and obligations of the parties  hereto shall be construed and enforced accordingly.

Guarantors shall pay GeekSuite Exteriors’ reasonable attorney’s fees and costs incurred in enforcing this  Personal Guaranty.


NAME ___________________ ADDRESS ___________________ ___________________


SIGNATURE ____________________ DATE _____________

NAME ___________________ ADDRESS ___________________ ___________________


SIGNATURE ____________________ DATE _____________

NAME ___________________ ADDRESS ___________________ ___________________


SIGNATURE ____________________ DATE _____________

NAME ___________________ ADDRESS ___________________ ___________________


SIGNATURE ____________________ DATE _____________



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