Cook Illinois Independent Sales Representative Agreement with Developer of Computer Software with Provisions Intended to Satisfy the Internal Revenue Service's 20 Part Test for Determining Independent Contractor Status This Cook Illinois Independent Sales Representative Agreement is a legally binding contract between Cook Illinois (the "Company") and a Developer of Computer Software (the "Independent Sales Representative"). The agreement outlines the terms and conditions under which the Independent Sales Representative will sell the Company's computer software products as an independent contractor. The goal of this agreement is to meet the Internal Revenue Service's (IRS) 20 part test for determining the status of an independent contractor. By satisfying these provisions, the Independent Sales Representative can operate their own business and enjoy the benefits associated with it, while the Company can avoid potential payroll taxes and other liabilities that come with hiring an employee. The agreement covers various important aspects, including the following: 1. Independent Contractor Relationship: It clearly states that the Independent Sales Representative is an independent contractor and not an employee of the Company. This provision ensures that the IRS recognizes the Representative as such. 2. Scope of Work: The agreement specifies the type of computer software products the Representative will be authorized to sell on behalf of the Company. This provision ensures clarity regarding the Representative's responsibilities. 3. Territory and Exclusive Rights: It defines the geographical area within which the Representative can sell the Company's software and whether they have exclusive sales rights in that area. 4. Sales Targets and Commission: The agreement outlines the sales targets the Representative is expected to meet and the commission structure they will receive based on their performance. This provision incentivizes the Representative to generate sales and ensures a fair compensation system. 5. Intellectual Property: It includes a clause addressing the ownership of intellectual property related to the software products. This ensures that the Company maintains control over its software and associated copyrights. 6. Non-Competition and Non-Disclosure: The agreement may include clauses preventing the Independent Sales Representative from working for or representing competitors and disclosing any confidential information obtained during the agreement's term. Different types of Cook Illinois Independent Sales Representative Agreements with Developer of Computer Software with Provisions Intended to Satisfy the Internal Revenue Service's 20 Part Test for Determining Independent Contractor Status: 1. Exclusive Territory Agreement: This type of agreement grants the Independent Sales Representative exclusive rights to sell the Company's software in a defined geographical territory. 2. Non-Exclusive Territory Agreement: In this scenario, the Independent Sales Representative is not granted exclusive selling rights and may face competition from other representatives appointed by the Company. 3. Commission-Only Agreement: This type of agreement determines that the Independent Sales Representative will only be compensated through commission-based earnings, and no base salary or other forms of remuneration are provided. 4. Multi-Year Agreement: This agreement covers an extended period, typically spanning multiple years, outlining the sales targets and commission structure over that period. By customizing the Cook Illinois Independent Sales Representative Agreement to satisfy the IRS's 20 part test for determining independent contractor status, both parties can ensure a compliant and mutually beneficial business relationship.