Review Independent Contractor Agreement
Please review the 2026.29 agreement below.
Fairway Digital Media 1099 Sales Contractor Agreement
Ver: 2026
1. Agreement Overview
This Independent Contractor Sales Agreement (“Agreement”) is made between:
- Fairway Digital Media, LLC (“Company”), a Massachusetts limited liability company located at 11 Peterson Ln, Foxboro MA 02035, and
- _________________________ (“Contractor”), an independent contractor located at [Address on File].
This Agreement establishes an independent contractor relationship, under which Contractor will provide sales services to promote and sell Company’s digital media products and solutions.
By signing up with Fairway Digital Media as an Independent Contractor, you indicate your acceptance of this Agreement and its terms and conditions.
2. Independent Contractor Status
- Contractor acknowledges they are not an employee of Fairway Digital Media and will not receive employee benefits.
- Contractor is solely responsible for all taxes, including income tax, self-employment tax, and any other obligations.
- Contractor will use their own tools, resources, and methods to perform sales activities.
- Company is not responsible for any expenses incurred by the Contractor unless explicitly agreed upon in writing.
- Eligibility: Participation as a contractor is available only to individuals or entities that can form a binding contract and are not located in countries subject to a U.S. Government embargo, under OFAC sanctions, or designated as "terrorist supporting" countries. Contractors must not appear on any U.S. Government list of prohibited parties. You represent and warrant that you meet these eligibility requirements.
b) Independent Contractor Status
- Contractor acknowledges and agrees that they are engaged as an independent contractor and not an employee, agent, partner, or representative of Fairway Digital Media. Nothing in this Agreement shall be construed to create an employer-employee relationship. Contractor is solely responsible for:
- Paying all applicable federal, state, and local taxes (including income tax and self-employment tax).
- Providing their own tools, resources, and work environment to perform sales activities.
- Covering all business-related expenses unless explicitly pre-approved in writing by Fairway Digital Media.
- Securing their own health insurance, retirement benefits, and business liability coverage, if applicable.
c) Work Autonomy & Control
- Contractor has full control over how, when, and where they perform their sales activities. Specifically:
- Fairway Digital Media does not set required work hours or demand daily check-ins.
- Contractor is free to determine their own sales strategies and client outreach methods, as long as they align with legal and ethical guidelines.
- The Company may provide training, sales materials, and CRM access but does not control how the contractor engages with clients.
d) Non-Exclusive Relationship
- Contractor is not required to work exclusively for Fairway Digital Media and may engage with other businesses and clients offering similar or related services. However, Contractor must not violate any confidentiality or non-solicitation obligations outlined in this Agreement.
e) Payment Structure
- Contractor will not receive a salary, hourly wages, or guaranteed payments.
- Compensation is based solely on commissions for closed and paid sales transactions, as outlined in Section [X] of this Agreement.
- Payments are made within 30 days of Fairway Digital Media receiving payment from the client.
f) No Benefits or Employment Protections
- Contractor expressly acknowledges that they are not entitled to any employee benefits, including but not limited to:
- Health insurance, dental, vision, or disability coverage.
- Paid time off (PTO), vacation, or sick leave.
- Unemployment benefits, workers’ compensation, or retirement plans.
g) Compliance with Laws
- Contractor agrees to comply with all federal, state, and local laws governing independent contractor relationships, including IRS regulations. If, at any time, a government agency or court determines that Contractor has been misclassified and is entitled to employee status, Contractor agrees to waive all rights to employee benefits and damages beyond what has already been paid in commissions.
3. Sales Duties & Responsibilities
Contractor agrees to:
- Market and sell Fairway Digital Media’s services and solutions, including but not limited to
- Consulting
- Demand Generation
- Digital Media solutions
- Data Hygiene and Contact Enrichment (company, job role, mobile numbers etc)
- Generate leads, close deals, and maintain client relationships in a professional manner.
- Follow ethical sales practices and comply with applicable industry standards.
- Not make unauthorized commitments on behalf of the Company.
Agency Account Ownership
- Contractor will retain full ownership over agency relationships they originate. This includes all pipeline opportunities and closed business tied to brands managed by the originating agency.
- For example, if a Contractor brings in an agency that manages multiple clients or brands, the Contractor is the primary point of contact and will lead all business development and relationship management for that agency across its full portfolio.
- For select agencies identified by Fairway Digital Media (e.g., MediaCom, Just Global, Transmission), which operate in siloed teams, account ownership is not centralized. In such cases, opportunity ownership will be determined based on active engagement and client relationship strength.
4. Compensation & Commission Structure
Contractor will be compensated on a commission-only basis, as follows:
Content Syndication & Rate Adjustments:
Standard Commission rates apply to deals sold at standard CPLs (>$25). For deals requiring aggressive pricing, commission rates are adjusted:
| Deal CPL ($) | Commission Rate (%) |
|---|---|
| $25.00+ | 10% (Standard) |
| $20.00 – $24.99 | 5% – 10% |
| Under $20.00 | 1% – 2% |
Bonus Structure (Quota Based):
Contractor is eligible for performance-based bonuses calculated on 'Sold and Delivered' revenue. For the purposes of this agreement, the Assigned Annual Quota is $1,000,000 for Year 1 and $2,000,000 for Year 2.
- Quarterly Bonus: If Contractor achieves greater than 25% of their assigned Annual Quota within any single quarter, a bonus of 5% will be applied to all revenue delivered ('runs') during that quarter.
- Annual Accelerator: If Contractor exceeds 100% of their assigned Annual Quota (defined as revenue sold and delivered) within the fiscal year, an additional 5% bonus will be applied to the total annual revenue.
- Bonus rates are reviewed annually and subject to change at the Company’s discretion.
Commission Eligibility & Payment Terms
- Commissions are earned only on completed and paid transactions.
- Payments will be made based on the amount of fees actually received by Fairway Digital Media, less sales taxes.
- Payments will be made within 30 days of receiving payment from the client for the corresponding sale.
- Tracking: Commissions will be tracked through a spreadsheet provided to Contractor for monitoring pipeline, conversions, and eligibility.
- The minimum payout threshold is $500.
- If a customer refunds or disputes a transaction, any previously paid commission will be deducted from future payments.
- Contractor must submit a Form W-9 and will receive a Form 1099-NEC for tax reporting purposes.
- You are ineligible for commissions or compensation if:
- Such compensation is restricted by law or customer agreement.
- The Customer makes direct payments for commissions to you.
As an independent contractor, you are required to submit Form W-9 so that Fairway Digital Media can accurately report payments made to you. At the end of the year, you will receive Form 1099-NEC, which details your earnings for tax purposes. This ensures compliance with IRS regulations and confirms that you, as a contractor, are responsible for reporting and paying your own taxes.
Data Hygiene and Mobile Number Enrichment:
DATA HYGIENE COMMISSION STRUCTURE
| Transaction Value | Commission Rate |
|---|---|
| $0.02+ per record | 10% |
| $0.01 per record | 5% |
Data hygiene helps identify the classification of contacts as landline or mobile, assess accuracy, and determine the number of inaccurate records. This insight enables discussions on updating or enriching contacts with accurate mobile numbers.
MOBILE NUMBER COMMISSION STRUCTURE
| Transaction Value | Commission Rate |
|---|---|
| $1.00+ per credit | 10% |
| $0.90–$0.99 per credit | 7.5% |
| $0.85–$0.89 per credit | 5% |
Commission Continuity & Role Evolution
- Contractor will receive a 10% commission on client accounts they originate and actively manage.
- If the Contractor’s responsibilities change such that they are no longer actively managing the account, commission eligibility may be adjusted.
- If the Contractor transitions into a full-time employee role, this agreement will be replaced by a new employment agreement.
- Commission and Bonus rates are subject to annual review. However, absent a transition to full-time employment or significant business shifts, the Company intends to maintain material consistency in commission structures for Independent Contractors.
Consulting Work Under Fairway Branding
If the Contractor secures consulting engagements under the Fairway Digital Media brand, the following revenue split will apply:
- Fairway will retain 90% of the total contract value to cover administrative support, legal/tax compliance, and delivery resources.
- The Contractor will receive 10% of the contract value as a sales commission.
For example, on a $35,100 consulting contract: Fairway ($31,590), Contractor Payout ($3,510).
5. Expenses
- Contractor shall bear all costs associated with sales efforts, including travel, marketing, and administrative expenses.
- The Company may reimburse specific expenses upon prior written approval.
6. Confidentiality & Non-Disclosure
Contractor agrees to:
- Maintain strict confidentiality regarding proprietary information, pricing, client data, and business strategies.
- Not disclose, share, or misuse confidential information during and after the term of this Agreement.
- Return or destroy all Company materials upon termination of this Agreement.
- Independent Contractors must keep confidential all non-public information disclosed by Fairway Digital Media.
7. Non-Solicitation
Contractor agrees that during the term of this Agreement and for 12 months after termination:
- They will not directly or indirectly solicit, contact, or attempt to do business with any client, prospect, or partner of Fairway Digital Media that they became aware of through their work with the Company.
- They will not recruit, hire, or engage any employees, contractors, or affiliates of Fairway Digital Media.
8. Term & Termination
- This Agreement begins on February 21, 2026 and continues until terminated by either party with 15 days written notice.
- This Agreement represents the terms for calendar year 2026.
- The Company may terminate this Agreement immediately for breach of contract, fraud, or unethical conduct.
9. Compliance with Laws
Contractor shall comply with all applicable federal, state, and local laws, including FTC guidelines, IRS regulations, and data privacy laws (GDPR/CCPA).
10. Indemnification & Liability
- Contractor agrees to indemnify and hold harmless the Company from any claims, damages, or legal issues arising from their actions.
- The Company is not liable for any losses, damages, or missed commissions due to circumstances beyond its control (e.g., client non-payment).
If a contractor’s sales activities lead to a lawsuit, the contractor is responsible for costs.
Fairway Digital Media is not responsible for missed commissions if a client fails to pay or business strategy changes.
11. Exhibit A: Earning Scenarios (24 Month Projection)
The following chart illustrates potential commission earnings over a 24-month period under three distinct sales performance scenarios. Assumes average $40 CPL deal (10% commission).
Scenario Comparison: Total Earnings (2 Years)
$100k $200k Hot Start Total: $300k | $50k $125k Struggle, then Grow Total: $175k | $75k $175k 2nd Half Boom Total: $250k |
- Scenario 1 (Hot Start): High sales in Year 1 ($1M) continuing into Year 2 ($2M).
- Scenario 2 (Struggle): Slower start in Year 1 ($500k), recovering to solid growth in Year 2 ($1.25M).
- Scenario 3 (2nd Half Boom): Low Q1/Q2, accelerating in Q3/Q4 for a respectable Y1 ($750k) and strong Y2 ($1.75M).
12. Governing Law
This Agreement will be governed by the internal substantive laws of Massachusetts. Disputes will be resolved through binding arbitration in accordance with the American Arbitration Association.
13. Entire Agreement
This Agreement represents the entire understanding between the parties. Fairway Digital Media reserves the right to modify these terms with notification.
Acceptance & Signature
This electronic signature is compliant with the ESIGN Act (15 U.S.C. § 7001) and UETA.
Fairway Digital Media 1099 Sales Contractor Agreement
Ver: 2026
1. Agreement Overview
This Independent Contractor Sales Agreement (“Agreement”) is made between:
- Fairway Digital Media, LLC (“Company”), a Massachusetts limited liability company located at 11 Peterson Ln, Foxboro MA 02035, and
- _________________________ (“Contractor”), an independent contractor located at [Address on File].
This Agreement establishes an independent contractor relationship, under which Contractor will provide sales services to promote and sell Company’s digital media products and solutions.
By signing up with Fairway Digital Media as an Independent Contractor, you indicate your acceptance of this Agreement and its terms and conditions.
2. Independent Contractor Status
- Contractor acknowledges they are not an employee of Fairway Digital Media and will not receive employee benefits.
- Contractor is solely responsible for all taxes, including income tax, self-employment tax, and any other obligations.
- Contractor will use their own tools, resources, and methods to perform sales activities.
- Company is not responsible for any expenses incurred by the Contractor unless explicitly agreed upon in writing.
- Eligibility: Participation as a contractor is available only to individuals or entities that can form a binding contract and are not located in countries subject to a U.S. Government embargo, under OFAC sanctions, or designated as "terrorist supporting" countries. Contractors must not appear on any U.S. Government list of prohibited parties. You represent and warrant that you meet these eligibility requirements.
b) Independent Contractor Status
- Contractor acknowledges and agrees that they are engaged as an independent contractor and not an employee, agent, partner, or representative of Fairway Digital Media. Nothing in this Agreement shall be construed to create an employer-employee relationship. Contractor is solely responsible for:
- Paying all applicable federal, state, and local taxes (including income tax and self-employment tax).
- Providing their own tools, resources, and work environment to perform sales activities.
- Covering all business-related expenses unless explicitly pre-approved in writing by Fairway Digital Media.
- Securing their own health insurance, retirement benefits, and business liability coverage, if applicable.
c) Work Autonomy & Control
- Contractor has full control over how, when, and where they perform their sales activities. Specifically:
- Fairway Digital Media does not set required work hours or demand daily check-ins.
- Contractor is free to determine their own sales strategies and client outreach methods, as long as they align with legal and ethical guidelines.
- The Company may provide training, sales materials, and CRM access but does not control how the contractor engages with clients.
d) Non-Exclusive Relationship
- Contractor is not required to work exclusively for Fairway Digital Media and may engage with other businesses and clients offering similar or related services. However, Contractor must not violate any confidentiality or non-solicitation obligations outlined in this Agreement.
e) Payment Structure
- Contractor will not receive a salary, hourly wages, or guaranteed payments.
- Compensation is based solely on commissions for closed and paid sales transactions, as outlined in Section [X] of this Agreement.
- Payments are made within 30 days of Fairway Digital Media receiving payment from the client.
f) No Benefits or Employment Protections
- Contractor expressly acknowledges that they are not entitled to any employee benefits, including but not limited to:
- Health insurance, dental, vision, or disability coverage.
- Paid time off (PTO), vacation, or sick leave.
- Unemployment benefits, workers’ compensation, or retirement plans.
g) Compliance with Laws
- Contractor agrees to comply with all federal, state, and local laws governing independent contractor relationships, including IRS regulations. If, at any time, a government agency or court determines that Contractor has been misclassified and is entitled to employee status, Contractor agrees to waive all rights to employee benefits and damages beyond what has already been paid in commissions.
3. Sales Duties & Responsibilities
Contractor agrees to:
- Market and sell Fairway Digital Media’s services and solutions, including but not limited to
- Consulting
- Demand Generation
- Digital Media solutions
- Data Hygiene and Contact Enrichment (company, job role, mobile numbers etc)
- Generate leads, close deals, and maintain client relationships in a professional manner.
- Follow ethical sales practices and comply with applicable industry standards.
- Not make unauthorized commitments on behalf of the Company.
Agency Account Ownership
- Contractor will retain full ownership over agency relationships they originate. This includes all pipeline opportunities and closed business tied to brands managed by the originating agency.
- For example, if a Contractor brings in an agency that manages multiple clients or brands, the Contractor is the primary point of contact and will lead all business development and relationship management for that agency across its full portfolio.
- For select agencies identified by Fairway Digital Media (e.g., MediaCom, Just Global, Transmission), which operate in siloed teams, account ownership is not centralized. In such cases, opportunity ownership will be determined based on active engagement and client relationship strength.
4. Compensation & Commission Structure
Contractor will be compensated on a commission-only basis, as follows:
Content Syndication & Rate Adjustments:
Standard Commission rates apply to deals sold at standard CPLs (>$25). For deals requiring aggressive pricing, commission rates are adjusted:
| Deal CPL ($) | Commission Rate (%) |
|---|---|
| $25.00+ | 10% (Standard) |
| $20.00 – $24.99 | 5% – 10% |
| Under $20.00 | 1% – 2% |
Bonus Structure (Quota Based):
Contractor is eligible for performance-based bonuses calculated on 'Sold and Delivered' revenue. For the purposes of this agreement, the Assigned Annual Quota is $1,000,000 for Year 1 and $2,000,000 for Year 2.
- Quarterly Bonus: If Contractor achieves greater than 25% of their assigned Annual Quota within any single quarter, a bonus of 5% will be applied to all revenue delivered ('runs') during that quarter.
- Annual Accelerator: If Contractor exceeds 100% of their assigned Annual Quota (defined as revenue sold and delivered) within the fiscal year, an additional 5% bonus will be applied to the total annual revenue.
- Bonus rates are reviewed annually and subject to change at the Company’s discretion.
Commission Eligibility & Payment Terms
- Commissions are earned only on completed and paid transactions.
- Payments will be made based on the amount of fees actually received by Fairway Digital Media, less sales taxes.
- Payments will be made within 30 days of receiving payment from the client for the corresponding sale.
- Tracking: Commissions will be tracked through a spreadsheet provided to Contractor for monitoring pipeline, conversions, and eligibility.
- The minimum payout threshold is $500.
- If a customer refunds or disputes a transaction, any previously paid commission will be deducted from future payments.
- Contractor must submit a Form W-9 and will receive a Form 1099-NEC for tax reporting purposes.
- You are ineligible for commissions or compensation if:
- Such compensation is restricted by law or customer agreement.
- The Customer makes direct payments for commissions to you.
As an independent contractor, you are required to submit Form W-9 so that Fairway Digital Media can accurately report payments made to you. At the end of the year, you will receive Form 1099-NEC, which details your earnings for tax purposes. This ensures compliance with IRS regulations and confirms that you, as a contractor, are responsible for reporting and paying your own taxes.
Data Hygiene and Mobile Number Enrichment:
DATA HYGIENE COMMISSION STRUCTURE
| Transaction Value | Commission Rate |
|---|---|
| $0.02+ per record | 10% |
| $0.01 per record | 5% |
Data hygiene helps identify the classification of contacts as landline or mobile, assess accuracy, and determine the number of inaccurate records. This insight enables discussions on updating or enriching contacts with accurate mobile numbers.
MOBILE NUMBER COMMISSION STRUCTURE
| Transaction Value | Commission Rate |
|---|---|
| $1.00+ per credit | 10% |
| $0.90–$0.99 per credit | 7.5% |
| $0.85–$0.89 per credit | 5% |
Commission Continuity & Role Evolution
- Contractor will receive a 10% commission on client accounts they originate and actively manage.
- If the Contractor’s responsibilities change such that they are no longer actively managing the account, commission eligibility may be adjusted.
- If the Contractor transitions into a full-time employee role, this agreement will be replaced by a new employment agreement.
- Commission and Bonus rates are subject to annual review. However, absent a transition to full-time employment or significant business shifts, the Company intends to maintain material consistency in commission structures for Independent Contractors.
Consulting Work Under Fairway Branding
If the Contractor secures consulting engagements under the Fairway Digital Media brand, the following revenue split will apply:
- Fairway will retain 90% of the total contract value to cover administrative support, legal/tax compliance, and delivery resources.
- The Contractor will receive 10% of the contract value as a sales commission.
For example, on a $35,100 consulting contract: Fairway ($31,590), Contractor Payout ($3,510).
5. Expenses
- Contractor shall bear all costs associated with sales efforts, including travel, marketing, and administrative expenses.
- The Company may reimburse specific expenses upon prior written approval.
6. Confidentiality & Non-Disclosure
Contractor agrees to:
- Maintain strict confidentiality regarding proprietary information, pricing, client data, and business strategies.
- Not disclose, share, or misuse confidential information during and after the term of this Agreement.
- Return or destroy all Company materials upon termination of this Agreement.
- Independent Contractors must keep confidential all non-public information disclosed by Fairway Digital Media.
7. Non-Solicitation
Contractor agrees that during the term of this Agreement and for 12 months after termination:
- They will not directly or indirectly solicit, contact, or attempt to do business with any client, prospect, or partner of Fairway Digital Media that they became aware of through their work with the Company.
- They will not recruit, hire, or engage any employees, contractors, or affiliates of Fairway Digital Media.
8. Term & Termination
- This Agreement begins on February 21, 2026 and continues until terminated by either party with 15 days written notice.
- This Agreement represents the terms for calendar year 2026.
- The Company may terminate this Agreement immediately for breach of contract, fraud, or unethical conduct.
9. Compliance with Laws
Contractor shall comply with all applicable federal, state, and local laws, including FTC guidelines, IRS regulations, and data privacy laws (GDPR/CCPA).
10. Indemnification & Liability
- Contractor agrees to indemnify and hold harmless the Company from any claims, damages, or legal issues arising from their actions.
- The Company is not liable for any losses, damages, or missed commissions due to circumstances beyond its control (e.g., client non-payment).
If a contractor’s sales activities lead to a lawsuit, the contractor is responsible for costs.
Fairway Digital Media is not responsible for missed commissions if a client fails to pay or business strategy changes.
11. Exhibit A: Earning Scenarios (24 Month Projection)
The following chart illustrates potential commission earnings over a 24-month period under three distinct sales performance scenarios. Assumes average $40 CPL deal (10% commission).
Scenario Comparison: Total Earnings (2 Years)
$100k $200k Hot Start Total: $300k | $50k $125k Struggle, then Grow Total: $175k | $75k $175k 2nd Half Boom Total: $250k |
- Scenario 1 (Hot Start): High sales in Year 1 ($1M) continuing into Year 2 ($2M).
- Scenario 2 (Struggle): Slower start in Year 1 ($500k), recovering to solid growth in Year 2 ($1.25M).
- Scenario 3 (2nd Half Boom): Low Q1/Q2, accelerating in Q3/Q4 for a respectable Y1 ($750k) and strong Y2 ($1.75M).
12. Governing Law
This Agreement will be governed by the internal substantive laws of Massachusetts. Disputes will be resolved through binding arbitration in accordance with the American Arbitration Association.
13. Entire Agreement
This Agreement represents the entire understanding between the parties. Fairway Digital Media reserves the right to modify these terms with notification.