Bridgeway Affiliate Program - Terms and Conditions

INDEPENDENT CONTRACTOR AGREEMENT

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND BRIDGEWAY FINANCIAL CORPORATION. DO NOT PRESS “CONTINUE” UNLESS YOU AGREE TO ITS TERMS. THIS AGREEMENT IS SUBJECT TO SUBSEQENT ACCEPTANCE BY BRIDGEWAY FINANCIAL CORPORATION AND DOES NOT CREATE ANY LEGAL AGREEMENT WITH YOU UNTIL SUCH ACCEPTANCE BY BRIDGEWAY FINANCIAL CORPORATION.

This Agreement (hereafter “Agreement”) is made today between you (hereafter “Independent Contractor”) and Bridgeway Financial Corporation (hereafter “BFC”), a Nevada Corporation, with an address at the Howard Hughes Financial Center, 3960 Hughes Pkwy, Floor 500, Las Vegas NV 89109, in consideration of the mutual promises contained herein, the benefits to be derived by each party hereunder, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

1. Services and Obligations of the Independent Contractor.

1.1 Scope of the Services. BFC is a marketer of various products and services designed to help individuals lawfully reduce their tax liability and secure financial privacy. Said products and services include, but are not limited to, the formation of Domestic and Offshore entities.

1.1.1 Independent Contractor shall be provided training, education and support materials as determined and made available by BFC, to provide such Independent Contractor the knowledge and expertise to market BFC products and services. Independent Contractor has the right to market and sell BFC products and services to his/her own clients under the terms and conditions of this Agreement. Independent Contractor shall earn sales commissions based upon the applicable and then prevalent sales commission schedule.

1.1.2 BFC provides Independent Contractor with a limited right to use BFC’s copyrighted materials, revocable at BFC’s sole discretion. Independent Contractor acknowledges that these materials have been developed at tremendous cost to BFC. Independent Contractor agrees to keep all materials confidential and not to use them for any purpose other than that contemplated by this Agreement. Independent Contractor hereby acknowledges that violation of these terms and conditions set forth herein will result in irreparable harm to BFC. All materials furnished by BFC are copyrighted. Independent Contractor agrees the materials in BFC’s copyrighted publications shall not be entered into a computer, photocopied or otherwise be reproduced in any manner, except by explicit written permission from BFC.

1.1.3 BFC does not grant exclusive territories to Independent Contractor or other persons at this time, and Independent Contractor is free to do business in any territory of his/her choice. Independent Contractor will operate as an independent contractor. This Agreement is not a franchise or an agency; there are no continuing royalties payable to Independent Contractor upon any business he/she transacts.

1.1.4 Independent Contractor specifically acknowledges and agrees that any training and support materials furnished by BFC or its affiliates does not constitute a marketing plan, and Independent Contractor is free to conduct his/her business in any manner he/she so chooses subject to this agreement, said materials are merely suggestions or examples for Independent Contractor’s consideration, it has been fully explained to Independent Contractor that factors outside of BFC’s and/or Independent Contractor's control can affect income and cash flow and no representations or guarantees of any kind concerning income or cash flow have been made or implied by BFC.

1.1.5 BFC may designate or refer to Independent Contractor or other persons alternatively by any or all such terms as “Consultant”, “Sales Consultant”, “Sales Representative”, “Associate”, “Affiliate”, “Independent Affiliate Consultant”, “Independent Contractor”, etc. (or other terms yet to be determined) and such terms are for convenience only and do not impart any contractual or commission obligations or other requirements upon BFC, and without changing the status or relationship of the Independent Contractor to BFC.

1.2 Method of Performing the Services. Independent Contractor will determine the method, details and means for performing the sales of BFC products and services. Independent Contractor has the right to offer the sale of BFC products and services in accordance with these Terms and Conditions:

1.2.1 Independent Contractor will comply with all federal, state, county and municipal laws, ordinances, rules, and regulations, and shall make all reports and remit all withholdings or other deductions as may be required by any federal, state, county or municipal law, ordinance, rules or regulations.

1.2.2 Independent Contractor will service and maintain his/her active clients. Independent Contractor shall keep accurate records of his/her sales and BFC may periodically require Independent Contractor to provide documentation of such sales to BFC.

1.2.3 Independent Contractor will use the sales contracts and order forms which are provided by BFC for the sales of its products and services, and will follow all policies and procedures established by BFC for the completion and processing of such contracts and order forms.

1.2.4 Independent Contractor will make no claims regarding potential investment returns, income, earnings, products or services beyond what is stated in official BFC literature. Absent express written permission from BFC, Independent Contractor shall not use, produce, create, publish, distribute, or obtain from any source other than BFC, any literature, recordings (audio, video or otherwise), sales or enrollment aids relating to BFC products and services or any BFC Marketing or Compensation Plan.

1.2.5 Independent Contractor will not incur any debt, expense, obligation, open any checking account, or enter into any agreement on behalf of, for, or in the name of BFC or another Independent Contractor. Independent Contractor agrees that he/she will be solely responsible for paying all expenses incurred by them, including but not limited to, travel, food, lodging, secretarial, office, telephone and other expenses.

1.2.6 Independent Contractor is not authorized to give legal advice. Independent Contractor shall not provide any advice, comment, opinion or recommendation to a client, prospective client or other third party regarding a specific situation. Such persons shall be referred to an Attorney if the questions or issues pertain to legal issues. Independent Contractor may only teach or instruct a client, prospective client, or third parties about the general principles of forming entities and hypothetical situations. It is the Independent Contractor’s responsibility to locate qualified persons who are serious about forming entities and refer them to the BFC staff regarding any questions they may have about the principles of forming entities that will apply to their specific situation, circumstances, problems or anticipated needs.

1.2.7 Independent Contractor is not authorized and shall not sell, promote, recommend, partake in, utilize, market, disseminate or otherwise be involved in any corporate or legal entity, asset protection device or plan whatsoever unless upon first receiving explicit and written permission from BFC. Independent Contractor is not authorized and shall not use, produce, create, publish (including on any webpage and/or on the internet), distribute any literature, recordings (audio, video or otherwise), graphics, sales or enrollment aids whatsoever concerning any corporate or legal entity or asset protection device or plan whatsoever except as authorized by BFC unless upon first receiving explicit and written permission from BFC.

1.2.8 Independent Contractor is not authorized to give investment, financial, taxation or accounting advice. Independent Contractor shall not provide any investment, financial, taxation, or accounting advice, comment, opinion or recommendation to a client or prospective client or other third party regarding a question concerning a specific situation, unless specifically licensed to do so by an appropriate recognized government regulator or licensing body and also upon first receiving explicit and written permission from BFC. Such questions shall be referred to an Attorney, Accountant, Financial Planner or other Investment Professional, as appropriate.

1.2.9 Independent Contractor is not authorized and shall not sell, promote, partake in, market, disseminate or otherwise be involved in any investment and/or financial, securities, or any other similar money making promotion, opportunity, venture, or scheme whatsoever unless upon first receiving explicit and written permission from BFC. Independent Contractor is not authorized and shall not use, produce, create, publish (including on any webpage and/or on the internet), distribute or obtain from any source (other than BFC) any literature, recordings (audio, video or otherwise), graphics, sales or enrollment aids whatsoever associating BFC with any such promotion, opportunity, venture, or scheme.

1.2.10 Independent Contractor is prohibited from registering or hosting any web domain incorporating or using any of BFC’s names or those of BFC’s affiliates, associates, Independent Contractors, employees, etc. or of BFC’s trademarks, service marks, copyright materials, products, services or any other intellectual property without BFC’s prior written consent. BFC may provide Independent Contractor an e-mail address via BFC’s website and in the form required. BFC maintain all rights of ownership in and to the e-mail Address. BFC may discontinue making available the e-mail Address to Independent Contractor at any time.

1.3 Office Space and Support Staff. Independent Contractor will be responsible for supplying his/her own office space and will be responsible for supplying his/her own office support staff, if any. Any and all personnel hired by Independent Contractor shall be the responsibility of Independent Contractor. Independent Contractor will inform all staff in writing, at the time that the staff are hired, that staff are not employees or agents of BFC and that BFC has no present or future obligation to employ such staff or provide staff with any compensation and/or employment benefits. Independent Contractor will be solely responsible for the acts of his/her staff and the staff will conduct their activities at the Independent Contractor’s risk, expense and supervision. Independent Contractor warrants and covenants that Independent Contractor’s staff shall be subject to all of the obligations applying to the Independent Contractor pursuant to this Agreement.

1.4 Withholding, Taxes and Benefits. Independent Contractor will be responsible for withholding, accruing and paying all income, social security and other taxes and amounts required by law from the sales commissions he/she receives from BFC and for all payments to or on behalf of his/her staff, if any. Independent Contractor will also be responsible for all statutory insurance and other benefits required by law for Independent Contractor and staff and all other benefits promised by Independent Contractor, if any. Independent Contractor shall provide BFC with a completed W-9 form.

1.5 Proprietary Rights and Confidentiality. Confidential information regarding the systems, operations, sources, business partners and relationships, business strategies and legal strategies of BFC will become known by Independent Contractor. In addition, confidential information pertaining to the client’s personal, business and financial affairs may also be disclosed to Independent Contractor. Confidential information shall mean to include any non-public information that the independent contractor has obtained from BFC, the client or any third party involved in providing BFC’s products or services for the client. Confidential information includes, but is not limited to, any oral information as well as any business or investment relationship information, documents, reports, schematics or drawings, descriptive material, specifications, software (source code or object code), sales and client information, as well as the client’s business contacts, sources, policies or practices, and information received from others that is provided to BFC, and Independent Contractor for the purpose of providing BFC’s products and/or services for clients.

1.5.1 Independent Contractor shall:

a. Not disclose confidential information to any other person, organization or entity, and;

b. Use at least a reasonable degree of care to maintain the confidential information;

c. Use the confidential information only for the purposes specified above;

d. Restrict disclosure of the confidential information solely to those persons having a need to know such information in order to accomplish the purpose stated above;

1.5.2 Independent Contractor shall comply within fifteen (15) days following a request from either BFC or a client (the “Disclosing Party”) to return to the Disclosing Party all documentation, copies, notes, diagrams, computer memory media and other materials containing any portion of the confidential information disclosed by Disclosing Party, or confirm, in writing, of the destruction of such materials;

1.5.3 This Agreement imposes no obligation on Independent Contractor with respect to any portion of the confidential information received from Disclosing Party which:

a. Was known to Independent Contractor prior to disclosure by Disclosing Party;

b. Is lawfully and properly obtained by Independent Contractor from a third party under no obligation of confidentiality;

c. Is or becomes generally known or publicly available other than by unauthorized disclosure;

d. Is independently developed by Independent Contractor or;

e. Is disclosed by Disclosing Party to a third party without a duty of confidentiality on the third party;

1.5.4 In the event of a breach, threatened breach or otherwise manifest indication of an intent to breach, continue to breach or repeat a breach of confidentiality in abrogation of this Agreement by Independent Contractor, BFC in addition to any other rights and remedies available to BFC by law or in equity, shall be entitled to seek preliminary and final injunctions, enjoining and restraining such breach or threatened breach or intended breach. The prevailing party shall be entitled to damages, costs and attorney fees;

1.5.5 Non-Circumvention Prohibited: Use of confidential information by Independent Contractor to act as a competitor with BFC or a client or to interfere with BFC or a client’s business relationship or that with a third party, or to bypass or remove BFC shall be construed to be a breach of confidentiality under this Agreement.

2. COMMISSIONS FOR DIRECT SALE OF BFC PRODUCTS AND SERVICES

2.1 Compensation Plan. BFC reserves the right to revise (and/or retroactively revise) at its sole discretion its sales and compensation plans without notice.

2.2 Commissions and Prices. The current schedule for commissions on sales of BFC products and services shall not be considered an agreement, guarantee or promise of remuneration to Independent Contractor. Commissions on sales of BFC products and services sold by Independent Contractor shall be determined by BFC at its sole discretion, are subject to change, are set independently from and are unrelated to commissions earned by any other person.

2.2.1 The current schedule for the suggested retail prices of BFC’s products and services is available to Independent Contractor online or by request and is subject to change without prior notice. While BFC strongly prefers that these suggested retail prices should be adhered to by Independent Contractor, said Independent Contractor is free to offer discounts, combination fees and premiums as he/she sees fit subject to subsequent acceptance by BFC. However, Independent Contractor will refrain from advertising any specific prices or fees and will make every effort to help BFC maintain its nationwide pricing integrity.

2.2.2 Independent Contractor shall also maintain contact and rapport with his/her clients and assist BFC as required with client support and the collection of any annual client membership or entity renewal fees. Failure by Independent Contractor to provide any of the foregoing organizational responsibilities may result in a verbal or written reprimand from BFC. If the problem is not resolved after a reprimand, commissions to Independent Contractor from his/her sales or those from his/her sales team may be withheld or suspended until the situation is remedied.

2.3 Split Commissions. BFC retains the right to retain or reassign up to 100% of the commission upon a sale if BFC determines, in its sole judgment, that Independent Contractor did not sufficiently or significantly participate in the sale.

2.4 Sales Support and Procedure. BFC will provide Independent Contractor with client contracts, order forms, intake sheets and other forms required by BFC pertaining to the sale of various BFC products and services. When completing a sale, Independent Contractor will submit these completed forms to BFC.

2.5 Method of Payment for Products and Services. When collecting payment from clients, Independent Contractor shall collect payment by means of a cashier’s check, wire transfer, money order, credit card, direct deposit (or other method acceptable to BFC) made payable to “Bridgeway Financial Corporation” or to BFC’s designated payment processor.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement is indefinite in duration unless BFC elects to start charging Independent Contractor annual fees as set forth in section 3.3 below, at which time the contract will become renewable annually.

3.2 Entity Renewals. If Independent Contractor has purchased any BFC entities (or transferred any entities to BFC) he/she is required to maintain the entities in good standing with the relevant Secretary of State and to pay any entity renewal fees and taxes. Independent Contractor is required to pay all fees and any necessary legal/paralegal fees to renew and maintain such entities.

3.3 Annual Registration. BFC reserves the right to require an annual registration fee if it determines it necessary for the expanding of ongoing training and/or support to its independent contractors. A reasonable annual registration fee may be required to cover the costs of the education, training, support and to maintain Independent Contractor’s relationship with BFC. Alternatively BFC may organize optional continuing education seminars and charge fees per seminar.

3.4 Termination. BFC reserves the right to unilaterally terminate its Agreement with Independent Contractor at will without prior notice for the following reasons:

a. Misconduct due to breach of this Agreement;

b. For failure to make a sufficient number of sales;

c. For circumvention or breach of confidentiality;

d. For interference with BFC business relations;

e. For interference with another independent contractor or their client;

f. For defamation or derogation of BFC;

g. For intoxication while working;

h. For harassment or discriminatory conduct towards clients or BFC or BFC’s vendors based upon age, race, creed, color, sex, sexual orientation, gender identity, national origin, religion or disability.

i. Or any other conduct deemed harmful to BFC or its reputation or for other just cause deemed detrimental to the best interests of BFC. BFC also expressly reserves the right to terminate this Agreement upon thirty (30) days written notice in the event that BFC elects to: (i) cease business operations; (ii) dissolve as a corporate entity; or (iii) terminate distribution of its products and services.

4. RELATIONSHIP BETWEEN BFC AND INDEPENDENT CONTRACTOR

4.1 Independent Contractor. Independent Contractor is an independent contractor and nothing in this Agreement shall create any employee relationship with BFC. Neither Independent Contractor nor any of his/her staff will be considered a direct or indirect employee of BFC for any purpose whatsoever, and shall not be entitled to paid vacation days, sick days, holidays or any other benefits. Independent Contractor agrees that no income, social security or other taxes or amounts shall be withheld or accrued by BFC for Independent Contractor’s benefit or for the benefit of his/her staff, and no statutory insurance shall be written by BFC on behalf of Independent Contractor. Neither Independent Contractor nor any of his/her staff shall, under any circumstances, have any authority to act for or to bind BFC or to sign the name of BFC or to otherwise represent that BFC is in any way responsible for his/her acts or omissions. Neither Independent Contractor nor his/her staff has any authority to create any contract or obligation, express or implied, on behalf of, in the name of, or binding upon BFC.

4.2 Non-solicitation and Non-competition..

4.2.1 Independent Contractor agrees that he/she will not, at any time during the term of this Agreement and for a period of three years following the expiration or termination of this Agreement (the "Non-solicitation Period"), directly or indirectly interfere with or endeavor to entice any vendors, business partners, clients or independent contractors away from BFC or to a competitor or interfere with any of BFC’s business relations with any vendor, business partner, client, independent contractor or a subsidiary. Additionally, Independent Contractor agrees that during the Non-solicitation Period any employment by Independent Contractor (or any entity in which he/she has an interest, directly or indirectly) of any person who was in the employ of BFC within the preceding year shall be a violation of this Agreement.

4.2.2 Independent Contractor agrees that he/she will not at any time during the term of this Agreement with BFC, and for a period of three years following expiration or termination of this Agreement (the "Non-competition Period"), engage, directly or indirectly, in any activities of sales, manufacturing, design, production, promotion, training, consulting, or distribution with respect to forming entities, estate planning, asset protection, financial privacy, tax savings programs, books or educational products and services in the United States or Canada except as agreed in this Agreement. Independent Contractor further agrees that during the Non-competition Period he/she will not be connected, directly or indirectly, with any person, any firm or company engaged in the sales, manufacturing, design, production, promotion, training, consulting, or distribution with respect to forming entities, estate planning, asset protection, financial privacy and/or tax saving/reduction programs in the United States or Canada and that he/she will not directly or indirectly be employed or become a partner, member, officer or stockholder of any firm or company engaged in such business within the United States or Canada except as agreed in this Agreement.

4.2.3 If in any judicial proceeding a court shall refuse to enforce this Agreement for any reason, it is expressly understood and agreed between the parties hereto that this Agreement is deemed modified to the extent necessary to permit this Agreement to be enforced in any such proceedings.

4.2.4 If BFC or its successors in interest shall make application to a court of competent jurisdiction for injunctive relief, then the Non-solicitation Period and Non-competition Periods specified herein shall be tolled from the time of application for injunctive relief until the date of final adjudication of the claim for injunctive relief. Additionally, Independent Contractor waives, to the greatest extent permissible, any requirement that BFC post bond or other security as a precondition to an injunction, whether temporary or permanent.

4.2.5 Independent Contractor acknowledges that compliance with this Agreement is necessary to protect the goodwill and other proprietary interests of BFC and that a breach of this Agreement will give rise to irreparable and continuing injury to BFC that is not adequately compensable in monetary damages or at law. Accordingly, Independent Contractor agrees that BFC, its successors and assigns may obtain injunctive relief against the breach or threatened breach of the foregoing provisions, in addition to any other legal remedies which may be available under this Agreement.

5. BFC to Be Held Harmless. To the extent permitted by law, BFC, its employees, directors, officers, shareholders, independent contractors, assigns, successors and agents shall not be liable for, and Independent Contractor shall release BFC and its affiliates from, and waive all claims for any loss of profits, indirect, direct, special or consequential damages or any other loss incurred or suffered by Independent Contractor as a result of:

5.1 Breach of this Agreement or the BFC Policies and Procedures;

5.2 Improper promotion of BFC and any activities related to it (e.g., the presentation of BFC products and services or Marketing and Compensation Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.);

5.3 Any incorrect or wrong data or information provided by Independent Contractor;

5.4 The failure to provide any and all accurate information or data necessary for BFC to operate its business, including without limitation, information needed for enrollment and acceptance into the Compensation Plan or for the payment of commissions. Independent Contractor agrees to indemnify, hold harmless and defend at Independent Contractor’s expense BFC and its affiliates against any and all claims, demands, costs, losses, damages, liabilities, judgments, attorney fees and all other expenses arising or alleged to arise as the result of Independent Contractor’s engagement in any of the foregoing prohibited activities.

6. Remedies. Independent Contractor acknowledges that any breach of his/her obligations under this Agreement may result in irreparable injury for which BFC shall have no adequate remedy at law. Accordingly, if Independent Contractor breaches or threatens to breach any of Independent Contractor’s obligations under this Agreement, BFC shall be entitled, without proving or showing any actual damage sustained, to a temporary restraining order, preliminary injunction, permanent injunction and/or order compelling specific performance to prevent or cease the breach of Independent Contractor's obligations under this Agreement. Nothing in this Agreement shall be interpreted as prohibiting BFC from obtaining any other remedies otherwise available to it for such breach or threatened breach, including the recovery of damages.

7. Arbitration. Any dispute between BFC and Independent Contractor involving the construction, interpretation or application of any of the terms, provisions or conditions of this Agreement or otherwise arising out of or relating to this Agreement, shall be settled by arbitration in accordance with the then-current commercial arbitration rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be rendered by any court having jurisdiction thereof. BFC and Independent Contractor shall share the costs of the arbitrator equally but shall each bear their own costs and legal fees associated with the arbitration. The location of the arbitration shall be at Tacoma, Washington. This clause shall not prohibit parties from seeking injunctive relief regarding breach of contract and/or violations of paragraphs 1.5, 4.2, and 6.

8. GENERAL PROVISIONS

8.1 Governing Law; Consent to Personal Jurisdiction. This Agreement shall be governed by the laws of the State of Nevada.

8.2 Entire Agreement. This Agreement sets forth the entire Agreement and understanding between BFC and Independent Contractor relating to the subject matter herein and supersedes all prior discussions between the parties. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged excepting that BFC may at any time, and at its sole discretion, modify this Agreement, with notice to Independent Contractor. Any modifications will be effective immediately upon notice. Independent Contractor agrees to review all such notices and continued use of this website and/or acting in a sales role of BFC products/services will indicate acceptance of the modified Agreement. If Independent Contractor does not agree to any modification to this Agreement, he/she must immediately cease using this site and acting in a sales role of BFC products/services. Any change or changes in Independent Contractor’s duties, salary or compensation will not affect the validity or scope of the Agreement.

8.3 Severability. If one or more of the provisions in this Agreement are deemed void by law then the remaining provisions will continue in full force and effect.

8.4 Successors and Assigns. This Agreement will be binding upon Independent Contractor’s heirs, executors, administrators and other legal representatives and will be for the benefit of BFC, its successors, and its assigns.

8.5 Invalidation. In the event that a provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the balance of the Agreement will remain in full force and effect.

8.6 Assignment. Independent Contractor may not assign any rights or delegate any duties under this Agreement without the prior written consent of BFC. Any attempt to transfer or assign this Agreement without the express written consent of BFC renders this Agreement voidable at the option of BFC and may result in termination of Independent Contractor.

9. ACKNOWLEDGEMENTS BY INDEPENDENT CONTRACTOR. Independent Contractor acknowledges and agrees to this Agreement and each of the following items:

9.1 Absence of Duress or Undue Influence. Independent Contractor is executing this Agreement voluntarily and without any duress or undue influence by BFC or anyone else; and

9.2 Absence of Promises Regarding Guarantees of Income. No representations or guarantees of any kind concerning income or cash flow have been made to Independent Contractor; and

9.3 Full Disclosure, Voluntary and Intelligent Decision. Independent Contractor has carefully read this Agreement. Independent Contractor has asked any questions needed to understand the terms, consequences and binding effect of this Agreement and fully understands them, including that Independent Contractor is waiving his/her right to a jury trial; and

9.4 Notice of Right to Independent Counsel. Independent Contractor has sought or been given the opportunity to seek the advice of an attorney of his/her choice before signing this Agreement; and

9.5 Understanding of Terms and Conditions of Agreement. Each party acknowledges that he/she has received a copy hereof, and that he/she understands the terms and conditions hereof, and agrees to be bound hereby.