You will read and electronically sign an Independent Contractor Agreement. This is a legally binding document. You are encouraged to review it carefully — you may have a printed copy sent to you before signing if you prefer.
Your territory is sized around the number of qualified service businesses in your market. Pinnacle will not assign another partner to actively solicit your ZIP codes while this Agreement is in good standing. Your territory remains protected for as long as you remain active and performing.
Parties
This Independent Contractor Sales Representative Agreement ("Agreement") is entered into between Pinnacle Intake ("Company"), owned by Lisa Kazempour, and Partner ("Contractor"), an independent individual engaged to perform sales and client acquisition services within the assigned territory. This Agreement sets forth the complete terms governing that relationship.
1. Independent Contractor Relationship
1.1 Contractor is an independent contractor and not an employee, partner, joint venturer, agent, or representative of Company for any purpose whatsoever.
1.2 Company shall not control the manner or means by which Contractor performs services, only the results. Contractor sets their own schedule and working hours.
1.3 Contractor is not entitled to and shall not receive any employee benefits from Company, including but not limited to health insurance, retirement benefits, paid time off, workers' compensation, or unemployment insurance.
1.4 Contractor shall not represent themselves to any third party as an employee of Company. When representing Pinnacle Intake, Contractor may describe themselves as a "Pinnacle Intake Sales Representative" or "Authorized Territory Representative."
2. Territory
2.1 Company grants Contractor the right to sell Pinnacle Intake subscriptions to businesses located within the assigned territory as defined in Exhibit A ("Territory"). During the term of this Agreement, Company shall not assign another partner to actively solicit the same ZIP codes without Contractor's prior written consent, provided Contractor remains in good standing under this Agreement.
2.2 Contractor may not solicit or enroll clients outside the Territory without prior written approval from Company. Company reserves the right to sell directly or through other channels at all times.
2.3 Territory Modifications. The Territory defined in Exhibit A may be modified only by mutual written consent of both parties, executed as a signed Amendment to this Agreement. Notwithstanding the foregoing, Company may offer Contractor a substitute territory of comparable or greater market size with thirty (30) days written notice if the original Territory becomes commercially unavailable due to: (i) regulatory or legal restriction; (ii) verified market closure or significant market contraction; or (iii) mutual agreement documented in writing. Contractor may accept or reject any such substitution within fifteen (15) days of receipt of notice. Rejection of a Company-initiated substitution under this Section shall not constitute grounds for termination by either party. Territory expansions requested by Contractor require Company's written approval and, if granted, shall be documented in a signed Amendment.
2A. Good Standing & Performance Requirements
2A.1 "Good standing" as used throughout this Agreement means Contractor: (i) has not materially breached any term of this Agreement; (ii) is not in violation of any confidentiality, non-solicitation, or platform access obligation; and (iii) meets the minimum performance requirements set forth herein.
2A.2 Launch Period (first 90 days): Contractor must enroll a minimum of three (3) active paying Qualifying Clients within the first ninety (90) days following the effective date of this Agreement. Failure to meet this minimum constitutes a performance deficiency. Company shall provide written notice and allow thirty (30) days to cure. If uncured, Company may reassign or open the territory to additional partners without further notice.
2A.3 Ongoing Minimum: Following the launch period, Contractor must maintain at least one (1) active paying Qualifying Client at all times. A Contractor with zero active clients for sixty (60) or more consecutive days is considered inactive and forfeits territory protection under Section 2.1.
2A.4 Large Territory Splits: In markets where the territory contains an estimated 1,000 or more qualified service businesses, Company reserves the right to assign additional partners to non-overlapping ZIP code zones within the same metro upon thirty (30) days written notice, provided Contractor's assigned ZIP codes remain unchanged.
3. Scope of Services
3.1 Contractor's primary function is client acquisition: identifying, prospecting, and converting local service businesses within the Territory into Pinnacle Intake subscribers.
3.2 Contractor's responsibilities end at the point of client enrollment. All ongoing client service delivery, communication, and support is handled exclusively by the Pinnacle Intake platform and Company. Contractor is not responsible for platform operations, client support, AI agent performance, or technical issues of any kind.
3.3 Contractor shall conduct all prospect tracking, pipeline management, and activity logging through the Pinnacle Intake Partner Portal.
4. AI & Automated Platform Disclosure
Contractor acknowledges that the Pinnacle Intake platform is powered by artificial intelligence agents. Client calls are answered, processed, and followed up by AI systems, not by human staff. All client interactions may be recorded for quality assurance and compliance purposes. Contractor is responsible for ensuring that any business they enroll is informed that calls are handled by an AI system and may be recorded.
5. Commission Compensation
5.1 Contractor's sole compensation is commission-based. Contractor shall receive no base salary, draw, hourly rate, or guaranteed minimum payment of any kind.
5.2 Commission Rate: Contractor shall earn —% of gross subscription revenue collected by Company from each client enrolled by Contractor, net of Stripe payment processing fees (approximately 2.9% + $0.30 per transaction). Company retains —% as the platform fee.
5.2.1 Performance Tiers: Contractor's commission rate advances automatically based on active client count, as follows:
- Standard: 40% of gross subscription revenue — 1 to 3 active clients.
- Growth: 50% when Contractor maintains 4 or more active enrolled clients.
- Elite: 55% when Contractor maintains 10 or more active enrolled clients.
Contractor is always placed in the highest qualifying tier. Tier advancement is evaluated monthly and applied automatically. Tier reductions follow the same criteria if client count falls below a tier threshold for two (2) consecutive months. Grandfathered partners with individually negotiated rates are exempt from this schedule and governed by their executed addendum.
5.3 Commissions are calculated monthly based on successful Stripe charges and paid within fifteen (15) business days of month-end. Commission statements are available in real time within the Partner Portal.
| Plan | Client Pays Monthly | Contractor Earns | Company Fee |
|---|
6. Referral Bonus
If Contractor refers another individual who executes an agreement with Company and successfully enrolls at least one paying client, Contractor shall earn a referral bonus equal to ten percent (10%) of the referred contractor's commission earnings for their first three (3) full calendar months. There is no cap on referrals.
7. Taxes & Expenses
Contractor is solely responsible for all taxes on compensation, including self-employment taxes and applicable state income taxes. Company shall issue IRS Form 1099-NEC for any calendar year in which total compensation equals or exceeds $600. Contractor shall provide a completed IRS Form W-9 prior to receiving any commission payment. All business expenses are the sole responsibility of Contractor.
8. Platform Access
Company shall provide access to the Pinnacle Intake Partner Portal. Contractor shall not share login credentials, attempt to access areas beyond the Partner Portal, or attempt to extract or scrape platform data. Upon termination of this Agreement, portal access shall be revoked immediately.
9. Confidentiality
Contractor agrees to keep strictly confidential all non-public information received from Company, including platform technology, pricing and commission structures, client lists, prospect data, business strategies, and proprietary processes. These obligations survive termination for three (3) years.
10. Intellectual Property
All intellectual property rights in the Pinnacle Intake platform, technology, branding, materials, and systems are and shall remain the exclusive property of Company. Contractor acquires no ownership interest of any kind. Any sales materials created by Contractor for use under this Agreement shall be owned by Company as work made for hire.
11. Non-Solicitation
During the term of this Agreement and for twelve (12) months following termination, Contractor shall not directly or indirectly solicit any Company client for any competing AI-powered intake or call answering service, nor solicit any Company contractor or employee to leave Company.
12. Term & Termination
Either party may terminate this Agreement upon fifteen (15) days' written notice. Company may terminate immediately if Contractor materially breaches any term, engages in dishonest or illegal conduct, or violates any confidentiality or platform access obligation.
Upon any termination, Contractor's marketing rights and brand license cease immediately. No commission is owed on clients enrolled after the termination date.
If Contractor initiates termination in good standing (with proper written notice and no material breach), Contractor shall continue to receive monthly recurring commissions for sixty (60) days following the effective date of the Agreement termination, solely on clients who were actively enrolled before that date and who remain active paying subscribers throughout that 60-day period. A client's independent cancellation of their own subscription ends commission for that client as of the billing cycle in which their cancellation takes effect, and is separate from any Contractor termination provision.
If a material breach by Contractor is discovered within ninety (90) days following the effective termination date, Company reserves the right to immediately cease any remaining post-termination commissions, regardless of whether Contractor appeared to be in good standing at the time of exit. Discovery of breach after the 60-day commission window has fully elapsed does not revive any payment obligation.
If Company terminates this Agreement for cause, commissions cease immediately upon the effective termination date.
13. Limitation of Liability
Company's total liability to Contractor shall not exceed three (3) months of average monthly commission paid in the six months preceding the claim. Neither party shall be liable for any indirect, incidental, consequential, special, or punitive damages.
14. Governing Law & Dispute Resolution
This Agreement shall be governed by the laws of the State of —. Before initiating arbitration, the claiming party shall provide thirty (30) days' written notice to resolve the dispute in good faith. Unresolved disputes shall be resolved by binding arbitration administered by the American Arbitration Association in —.
15. General Provisions
This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions. Amendments require a written document signed by both parties. This Agreement may be executed with electronic signatures, each deemed an original. Contractor acknowledges having had the opportunity to consult with legal counsel before signing.
This Agreement is entered into by Pinnacle Intake and shall be binding upon all parties from the date of signing.
| Contractor (Partner) | — |
| Territory Name | — |
| Commission Rate | — |
| Assigned ZIP Codes | |
| Effective Date | Date of electronic signature below |
This Exhibit A is incorporated by reference into the Agreement in its entirety. The ZIP codes listed above define the protected Territory for purposes of Section 2.1. Any modification to this Exhibit requires a signed written Amendment executed by both parties in accordance with Section 2.3 of the Agreement.
Type your full legal name exactly as it appears on government-issued ID. Your name, timestamp, and IP address will be recorded as your electronic signature. Your signed copy will be available anytime in your Partner Portal — no email needed.
1. Log into your Partner Portal and complete your onboarding checklist.
2. Schedule your 30-minute onboarding call with our team within 7 days.
3. Your tax info has been submitted — you'll receive a Form 1099-NEC from Pinnacle each January for the prior year's commissions.