ASN Connect
← Back to dashboardFinal legal review in progress. This is ASN's single, complete agreement for the full-cycle Sales Associate role. It combines the 1099 independent-contractor terms and a full non-disclosure (confidentiality) agreement in one document, so an associate signs once. Compensation reflects ASN's locked model: 20% of the client's first payment up front, plus an 8% monthly residual that climbs +1 point per promotion, retroactive to the associate's active book (full detail in Schedule A). You can sign now and begin immediately — if counsel's review changes anything material, we'll send a short updated version to re-sign, and nothing else changes.
For US-based sales associates. International associates are onboarded through a compliant provider (e.g., Deel) that issues local contractor agreements and collects W-8BEN; this agreement governs US associates and any international hire ASN expressly approves to contract directly.
This Sales Associate Agreement ("Agreement") is entered into as of the date of the last signature below (the "Effective Date") between ASN Intelligence LLC, a Florida limited liability company with its principal place of business in Florida ("ASN" or the "Company"), and the individual identified in the signature block ("Associate"). ASN and Associate are each a "Party" and together the "Parties."
Background. ASN operates an all-in-one AI, web, and marketing platform and engages independent sales professionals to market and sell its services. Associate wishes to provide sales services to ASN as an independent contractor, and in the course of doing so will receive access to ASN's confidential and proprietary information. The Parties agree as follows.
ASN engages Associate as an independent contractor in the role of full-cycle Sales Associate — a single role in which Associate (a) prospects and books their own qualified appointments, (b) conducts discovery and closes ASN's deals, (c) may receive appointments or closing calls routed to them by ASN, and (d) supports the client's handoff to onboarding and helps keep the client active — together with related services as ASN describes from time to time (the "Services"). The Services are performed remotely. Associate is responsible for their own legal right to perform the Services from their location.
Associate is an independent contractor, and not an employee, partner, joint venturer, or agent of ASN. Specifically:
ASN will pay Associate per Schedule A (Compensation), attached and incorporated. The following govern all amounts:
Associate is responsible for all income, self-employment, and other taxes on payments received. U.S. persons must provide a completed Form W-9; ASN may issue a Form 1099 as required. Non-U.S. persons must provide a completed Form W-8BEN (or W-8BEN-E). ASN does not withhold taxes unless required by law.
If Associate performs calling, texting, or outreach, Associate will comply with all applicable laws, including the Telephone Consumer Protection Act (TCPA), the National Do-Not-Call (DNC) Registry, state and local calling and messaging rules, and any laws in Associate's own jurisdiction. Associate will: make no calls to DNC-listed numbers; call only within permitted hours (8:00 a.m.–9:00 p.m. local to the recipient); honor opt-outs immediately; make no earnings, ranking, or results guarantees to any prospect or client; and use only ASN-approved scripts and caller ID. Where calls are recorded or transcribed, Associate will obtain any legally required consent and comply with ASN's recording policy and applicable one-/two-party-consent laws.
Associate represents and warrants that: (a) they are legally able to enter into this Agreement and perform the Services in their jurisdiction; (b) entering into this Agreement does not breach any other agreement to which they are bound; (c) all information they provide to ASN is accurate; and (d) they will perform the Services in a professional manner and in compliance with all laws applicable to them.
"Confidential Information" means all non-public information of ASN and its clients that Associate accesses, receives, or learns in connection with the Services, in any form, whether or not marked "confidential," including without limitation: scripts, playbooks, pricing and margins, sales methods, processes, and know-how; the lead list, prospect and customer lists, contact data, and CRM records; call recordings and transcripts; the ASN software platform, tools, dashboards, source code, and system design; business, marketing, and financial information; client data and any information ASN is obligated to keep confidential; and the terms of this Agreement.
Confidential Information does not include information that Associate can demonstrate by written records: (a) was lawfully in Associate's possession without a duty of confidentiality before disclosure by ASN; (b) is or becomes public through no fault or act of Associate; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by Associate without use of or reference to the Confidential Information.
During and after the engagement, Associate will: (a) hold all Confidential Information in strict confidence and protect it with at least reasonable care; (b) use it solely to perform the Services for ASN, and never for Associate's own benefit or the benefit of any third party; (c) not disclose, publish, teach, replicate, sell, or transfer it to any person or company; and (d) not reverse-engineer or attempt to derive ASN's methods, systems, or source code. Working elsewhere is allowed; disclosing or using ASN's Confidential Information, methods, systems, scripts, or know-how for anyone else is not — what Associate learns about how ASN operates stays with ASN, permanently. Confidentiality obligations survive termination and continue indefinitely as to trade secrets and for three (3) years as to all other Confidential Information.
If Associate is legally compelled to disclose Confidential Information (e.g., by subpoena or court order), Associate will, to the extent legally permitted, give ASN prompt written notice and reasonable cooperation so ASN may seek a protective order, and will disclose only the portion legally required.
Upon termination or ASN's request, Associate will promptly return or permanently delete all Confidential Information and ASN materials (including leads, data, recordings, and copies) and, if asked, certify deletion in writing. No license or ownership in any Confidential Information is granted to Associate except the limited right to use it to perform the Services.
All work product, materials, content, and recordings Associate creates in connection with the Services are "work made for hire" and, to the extent they are not, Associate hereby irrevocably assigns to ASN all right, title, and interest in and to them, including all intellectual-property rights. Associate will sign any documents reasonably needed to perfect or confirm ASN's ownership and waives any moral rights to the extent permitted by law.
All leads, prospect lists, contact data, recordings, and CRM records are the exclusive property of ASN; Associate will not copy, export, download, retain, sell, or reuse them, will access them only through ASN's systems, and misappropriating the lead list is a material breach. During the engagement and for twelve (12) months afterward, Associate will not, directly or indirectly: (a) solicit, divert, service, or do business with any ASN client, prospect, or lead Associate learned of through ASN; (b) circumvent ASN to work with such parties directly; or (c) solicit or hire away ASN's personnel or contractors. The Parties agree these restrictions are reasonable in scope, geography, and duration and are necessary to protect ASN's legitimate business interests; if a court finds any restriction overbroad, it will be enforced to the maximum extent permitted (see Section 22).
During and after the engagement, Associate will not make or publish any false, misleading, or disparaging statement about ASN, its owners, personnel, clients, products, or reputation. Truthful reports to a government agency and statements required by law are not a breach.
This Agreement begins on the Effective Date and continues until terminated. Either Party may terminate with 7 days' written notice, or immediately for material breach. On termination, Associate returns or destroys all ASN materials, leads, and data (Section 11). Upfront on deals closed before termination that is collected within 60 days after termination remains payable per Schedule A; amounts collected after that window are forfeited. Because the Residual is paid only while Associate is active with ASN, no Residual accrues or is payable for any period after the engagement ends.
Associate acknowledges that a breach of Parts II–III (confidentiality, IP, lead list, non-solicitation, non-disparagement) would cause ASN irreparable harm for which money damages are inadequate. ASN is therefore entitled to seek injunctive and other equitable relief (without the necessity of posting a bond, to the extent permitted by law), in addition to any other remedy at law or in equity.
Associate will indemnify, defend, and hold harmless ASN, its owners, and personnel from any claims, losses, liabilities, damages, penalties, and expenses (including reasonable attorneys' fees) arising out of (a) Associate's breach of this Agreement, (b) Associate's violation of any law (including the TCPA/DNC and consent laws), (c) Associate's negligence or willful misconduct, or (d) any misrepresentation Associate makes to a prospect or client.
Except for Associate's obligations under Parts II–III, Section 5 (compliance), and Section 17 (indemnification), neither Party is liable to the other for indirect, incidental, special, or consequential damages. ASN's total liability under this Agreement will not exceed the amounts paid to Associate in the 3 months before the claim.
This Agreement may be executed electronically and in counterparts, each of which is an original and all of which together are one instrument. The Parties consent to the use of electronic records and electronic signatures, which have the same legal effect as handwritten signatures under the U.S. E-SIGN Act and applicable state UETA. An electronically signed copy (including one executed through ASN's signing page) is admissible and binding.
ASN may assign this Agreement to an affiliate or in connection with a merger, financing, or sale of assets. Associate may not assign or delegate this Agreement without ASN's prior written consent. This Agreement binds and benefits the Parties' permitted successors and assigns.
Notices must be in writing and are effective when sent to the email or address in a Party's signature block (or as later updated in writing); email is sufficient.
This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws rules. The Parties consent to the exclusive jurisdiction of the state and federal courts located in Hillsborough County, Florida (or to binding arbitration in Florida if both Parties agree in writing). In any dispute, the prevailing Party is entitled to recover its reasonable attorneys' fees and costs. If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable (or severed if it cannot), and the rest remains in effect. No waiver is effective unless in writing, and no single waiver is a continuing waiver. This Agreement (with Schedule A) is the entire agreement between the Parties and supersedes all prior discussions and agreements; it may be amended only in a writing signed by both Parties (prospective rate/tier changes under Section 3 excepted).
Sections 3 (as to earned amounts), 4, and 7–22 survive termination or expiration of this Agreement.
Associate acknowledges that they have read and understood this Agreement, have had the opportunity to ask questions and to consult independent legal counsel, and enter into it voluntarily.
All amounts are paid on COLLECTED cash, in USD, subject to Section 3 (payment method and timing arranged directly with Associate). 100% performance-based — no base, no draw, no cap. Reflects the comp locked 8/18/2026.
Each promotion raises the Residual rate and applies retroactively to Associate's entire active book from that month forward. Trigger numbers are adjustable; the Residual percentages are locked.
| Tier | Trigger (active, paying clients Associate signed) | Upfront | Residual |
|---|---|---|---|
| Associate (start) | — | 20% | 8% |
| Senior Associate | ≥ 5 active clients | 20% | 9% |
| Lead Associate | ≥ 12 active clients | 20% | 10% |
| Principal | ≥ 25 active clients | 20% | 11% |
| Partner | ≥ 40 active clients | 20% | 12% (cap — revisit year 1) |
"Active clients" = clients Associate signed who are currently paying ASN. Promotions are granted by ASN based on tracked performance and announced as a real raise (the associate's whole monthly Residual reprices that month).
This is a template, not legal advice. Counsel to review and finalize before use. For international hires, a platform such as Deel can issue compliant local contractor agreements and collect W-9 / W-8BEN automatically.
ASN INTELLIGENCE LLC
Signature: __________________________ Name & Title: __________________________ Date: ____________
ASSOCIATE
Signature: __________________________ Printed Name: __________________________ Date: ____________
Email: __________________________ Address: __________________________