Independent Contractor
Non-Disclosure Agreement

This Agreement is entered into between JV/M, Inc., a New Jersey corporation with a principal place of business at 1221 North Church Street, Suite 202, Moorestown, NJ 08057 ("JV/M") and ____________________________________ (the "Independent Contractor/Consultant") on ___________ _______, ____ (the "Effective Date").

  1. Services To Be Provided During the term of this Agreement, Independent Contractor/Consultant shall perform telemarketing, lead generation, executive appointment-setting and/or telesales services for JV/M on behalf of JV/M or JV/M's assigned client(s) as defined in the project's Telemarketing or Telesales Plan, or as otherwise agreed (the "Services").
  2. Term The term of this Agreement shall begin on the Effective Date and shall continue, unless terminated prior thereto pursuant to Section 7 of this Agreement, or until completion of the Services in accordance with the project Telemarketing or Telesales Plan (or as amended,) and in a manner satisfactory to JV/M, in its reasonable judgment.
  3. Compensation As compensation for Independent Contractor's performance of the Services to be performed by him/her under this Agreement, JV/M shall pay Independent Contractor/Consultant the amounts agreed on a Project basis as mutually agreed. In addition, JV/M shall reimburse Independent Contractor for out-of-pocket telephone expenses reasonably incurred by Independent Contractor/Consultant upon mututal agreement, provided that any such expense was approved in advance by JV/M and incurred in accordance with JV/M's reimbursement policies.
  4. Progress Reports On a daily basis Independent Contractor will post to the Activity Area of the JV/M Web site an online Invoice that shows: (i) all hours worked, (ii) the number of dials made, (iii) the number of contacts made, and (iv) the number of qualified leads or appointments generated. On an "as generated basis," Independent Contractor will post to the Leads Area of the JV/M Web site the details of each qualified lead, appointment or sale made, including in the Notes section the content of all (including negative,) contacts. On a daily basis, unless otherwise directed, Independent Contractor shall provide to JV/M a status report for such time period specifying any problems arising with the Services or the work product, and any other information that may be requested by JV/M relating to Independent Contractor's performance under this Agreement.
  5. Methodology JV/M expects its Independent Contractors to have had appropriate training and experience in the relevant methodologies for Lead Generation or telesales in a B2B environment. Therefore, while JV/M can and will provide coaching on request, JV/M will not provide formal training. Also, while JV/M will provide suggestions for how to generate qualified leads, JV/M expects the Independent Contractor to generate qualified leads using an effective methodology of their own choosing. Finally, JV/M will allocate a budget and assign goals for its programs, but it is up to the Independent Contractor to apply their resources so as to achieve those goals within that budget.
  6. Relationship The Independent Contractor/Consultant agrees that their relationship with JV/M is that of an Independent Contractor. Independent Contractor avows that they abide by all federal, state and local rules thereto relevant, including registration as a business with a fictitious name and EIN, withholding, reporting and payment of appropriate taxes, liability coverage and payment into their state's unemployment compensation insurance.
  7. Confidentiality Independent Contractor agrees that all confidential information acquired during the term of this agreement as pertains to JV/M, its business, its clients and their business shall be kept strictly and absolutely confidential, and will not at any time, either during his/her contract or thereafter divulge, furnish, or make available, either directly or indirectly, to any person, firm, corporation or other entity any proprietary information used or provided by JV/M or its clients without the express written consent of JV/M.
    1. "Confidential Information" shall mean confidential or other proprietary information received by Independent Contractor that is generated by or utilized in the operations of JV/M including, without limitation, all factual and financial data, business plans, business records, opinions, financial and other projections, corporate records, marketing strategies, advertising information, notes, brochures, customer lists, customer information, supplier information, trade secrets, inventions, designs, methods, know-how, systems, processes, concepts, computer designs, computer software, computer programs, materials or other documentation prepared by Independent Contractor in the course of, relating to or arising out of his/her engagement by JV/M and any other materials that have not been made available to the general public. Failure to mark any of the Confidential Information as confidential or proprietary will not affect its status as Confidential Information under the terms of this Agreement.
    2. Ownership Independent Contractor agrees that the Confidential Information is JV/M's exclusive property and shall not be copied or removed from JV/M's premises except for JV/M business purposes and with the express consent of JV/M.
    3. Nondisclosure Independent Contractor will not, without JV/M's prior written permission, disclose to anyone outside of JV/M or use in other than JV/M's business, either during or after the term of his/her relationship with JV/M, any Confidential Information. If this Agreement is terminated, Independent Contractor will immediately return all copies of any Confidential Information to JV/M.
  1. Independent Contractor For purposes of this Agreement and all Services to be provided hereunder, Independent Contractor shall not be considered a partner, co-venturer, agent, employee, or representative of JV/M, but shall remain in all respects an independent contractor, and neither party shall have any right or authority to make or undertake any promise, warranty or representation, to execute any contract, or otherwise to assume any obligation or responsibility in the name of or on behalf of the other party. Independent Contractor acknowledges that Independent Contractor is not an employee of JV/M and will not be entitled to participate in or receive any benefit or right as a JV/M employee under any JV/M employee benefit and welfare plans, including, without limitation, insurance, pension, savings and security plans as a result of his/her entering into this Agreement. Moreover, Independent Contractor shall be solely responsible for the payment of all required taxes, and will receive a 1099 Form from JV/M for the performance of Independent Contractor's services.
  2. Termination Notwithstanding the provisions of Section 2, either party may terminate this Agreement for any reason whatsoever upon 7 days' prior written notice to the non-terminating party. Additionally, JV/M may terminate this Agreement immediately upon written, verbal or email notice to Independent Contractor, if any of the Services are performed or are being performed in an unsatisfactory manner, as determined by JV/M in its sole discretion. In the event of any termination of this Agreement, JV/M shall be responsible for any portion of the compensation owed to Independent Contractor under Section 3 for any Services rendered prior to the effective date of such termination. Within five days after any termination of the term of this Agreement, Independent Contractor shall deliver to JV/M all work product and materials resulting from the performance of the Services.
  3. No Conflicting Agreements; Non-Exclusive Engagement
    1. No Conflicting Agreements Independent Contractor represents that Independent Contractor is not a party to and will not enter into any agreement which would prevent Independent Contractor from entering into and performing services under this Agreement. Subject to the foregoing, Independent Contractor may from time to time act as a consultant to, perform professional services for, or enter into agreements similar to this Agreement with other persons or entities without the necessity of obtaining approval from JV/M, provided that during the term of this Agreement and for six months thereafter, Independent Contractor will not engage in any activity competitive with or adverse to JV/M's business or welfare or to that of a JV/M client, whether alone or as a principal, employee or consultant of or to any other person or entity.
    2. Return of JV/M Property Promptly upon the expiration or sooner termination of the term of this Agreement, and earlier if requested by JV/M at any time, Independent Contractor shall deliver to JV/M (and will not keep in Independent Contractor's possession or deliver to anyone else) all Confidential Information described in Section 5 and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by Independent Contractor as part of or in connection with the Services or otherwise belonging to JV/M or JV/M's clients or suppliers. Independent Contractor shall not remove any of the foregoing from JV/M premises without written authorization from JV/M.
  1. Non-Competition
    1. Upon expiration or termination of this Agreement for any reason, Independent Contractor will not:
      1. For a six (6) month period after the date of the expiration or termination of this Agreement, within New Jersey, New York, Pennsylvania, Ohio, Delaware, Maryland, Washington DC, Virginia, Connecticut or Massachusetts render services to or own, engage in, or be associated with, as principal, shareholder, partner, officer, director, employee or consultant, or any other capacity, any business which is engaged in the development of products or provision of services, which are competitive with the products and services as sold or offered for sale by JV/M or any of its clients at any time during the term of this Agreement;
      2. For a twelve (12) month period after the date of the expiration or termination of this Agreement, directly or indirectly solicit or request any customer or client of JV/M to transfer its business from JV/M to any other person or entity; or
      3. For a twelve (12) month period after the date of the expiration or termination of this Agreement, directly or indirectly solicit, recruit, induce or attempt to influence or persuade any person to terminate such person's employment relationship or Independent Contractor agreement with JV/M, whether or not such person is a full-time employee or Independent Contractor or whether or not such employment or arrangement is pursuant to written agreement or is at-will.
      4. During the term of this Agreement, and for a period of one (1) year after the effective date of termination of this Agreement, directly or indirectly solicit or accept compensation in any form from a JV/M client or prospective JV/M client without JV/M's express written consent
      5. During the time of this Agreement, and for a period of one (1) year after the termination, without the express written consent of JV/M, directly or indirectly contract with or provide services to, a JV/M client.
    1. Survival Independent Contractor agrees that his/her obligations under this Section 9 shall survive and be enforceable after expiration or termination of this Agreement.
  1. General Provisions
    1. Entire Agreement With respect to the subject matter of this Agreement, this is the entire agreement between Independent Contractor and JV/M, and supersedes all previous oral or written understandings or agreements between Consultant and JV/M. No waiver or modification of any provision of this Agreement shall be effective unless signed by both JV/M and Consultant.
    2. Governing Law The laws of the State of New Jersey, excluding its conflicts of laws rules, shall govern this Agreement.
    3. Invalidity If any provision of this Agreement is or is deemed to be invalid, illegal or unenforceable in any jurisdiction, such provision shall be deemed amended to conform to applicable laws as to be valid and enforceable and the remainder of this Agreement shall remain in full force and effect.
    4. Injunctive Relief Independent Contractor agrees that any breach of the Agreement by Independent Contractor (especially any violation of Paragraphs 5 and 9) may or will cause irreparable harm to JV/M and that JV/M's remedies at law for his/her breach of any of the provisions of the Agreement are inadequate and that JV/M may seek and obtain relief for any such breach of the Agreement by an action in equity by way of an injunction or specific performance, in addition to recovering damages and obtaining any other remedies either at law or in equity. If any action is necessary to enforce or interpret the terms of this Agreement, JV/M shall be entitled to recover it's reasonable attorneys' fees and costs.
    5. Disputes Consultant agrees that (with the express exception of the need to enforce the Agreement through injunctive relief, which can be obtained from any Federal or State Court in the State of New Jersey with jurisdiction over the matter) any dispute or controversy arising out of or relating to the interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in Burlington County, New Jersey, in accordance with the rules then in effect of the American Arbitration Association. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction. JV/M and Independent Contractor shall each pay one-half of the costs and expenses of such arbitration.
    6. Binding Agreement This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, successors and assigns, except that this Agreement may not be assigned by Independent Contractor.
    7. Survival In the event of any termination of this Agreement, those sections of this Agreement which by their nature survive shall continue in effect.
    8. Notices Any notices to be given under this Agreement by either party to the other may be effected either by personal delivery, overnight carrier or by mail, registered or certified, or postage prepaid with return receipt requested. Notices shall be addressed to the parties at the addresses appearing in the introductory paragraph of this Agreement.

IN WITNESS WHEREOF, JV/M and Independent Contractor have entered into this Agreement as of the Effective Date set forth above.

BY Independent Contractor:

Print Name: ____________________________________________________

Signature: ____________________________________________________

EIN/SSN: ________________________________________________________

Date of Birth: __________________________________________________

Business Name: _______________________________________________

Address 1: ____________________________________________________

Address 2: ____________________________________________________

City, ST Zip: ____________________________, ______ _______________

Telephone: ____________________________________________________

Date: ________________________________________________________

FOR JV/M, Inc:

Print Name: ________________________________________________

Signature: __________________________________________________

Date: _______________________________________________________