Sign: Founding Sales Partner Agreement — Roof Gutter Now LLC
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Roof Gutter Now LLC
Including all subsidiaries & affiliates (e.g., Mitigation Now LLC)
Ohio License#2023001176
Founding Sales Partner Agreement
Parties to This Agreement
Company
Roof Gutter Now LLC, including all current and future subsidiaries and affiliates (including but not limited to Mitigation Now LLC)
(collectively "Company")
Partner Full Legal Name *
Required
📧 Partner Email — Agreement Sent Here *
Valid email required
You must reply "ACCEPT" to the confirmation email to finalize.
Phone *
Required
Mailing Address *
Required
Effective Date *
Required
("Partner")
1
Definitions

The following definitions apply throughout this Agreement:

"Collected Gross Revenue"
Total funds received and deposited from customers, excluding refunds, chargebacks, and disputed amounts. Includes insurance proceeds, out-of-pocket payments, and financing disbursements.
"For Cause" Termination
Termination for: (a) material breach, (b) fraud/dishonesty/criminal conduct, (c) insurance manipulation, (d) gross negligence, (e) Morality Clause violation (§10), or (f) failure to meet performance thresholds after 30-day written cure (no cure for b–d).
"Without Cause"
Termination for any other reason, requiring 30 days' written notice.
"Full-Time"
Minimum 40 hours/week, Mon–Fri 8 AM–6 PM ET, plus reasonable emergency availability.
"Competing Business"
Any entity in roofing, gutters, storm restoration, water/mold mitigation, exterior remodeling, or insurance claims — directly, indirectly, or through spouse, family, nominee, trust, or affiliate.
"Production Targets"
Annual goals set in writing by January 31. If not delivered, prior year's targets carry forward.
"Net Profit"
Collected Gross Revenue minus all direct costs, operating expenses, taxes, and Company reserve (max 10% of gross).
✅
Required
2
Role & Full-Time Exclusivity

Partner is engaged in a Founding Sales Leadership role and agrees to work exclusively and Full-Time for the Company. Partner shall not directly or indirectly engage in, invest in, consult for, or assist any Competing Business — including through a spouse, domestic partner, immediate family member, trust, or any entity with beneficial interest.

Permitted
Non-competing charitable work, passive public stock investments (≤2%), and unrelated side activities — disclosed in writing.
Relationship
Independent contractor (1099-NEC). Partner is responsible for taxes, health insurance, and benefits.
✅
Required
3
Compensation & Chargebacks
Commission
5% of CGR on jobs Partner generates and Company estimator closes. 10% if Partner personally generates and closes.
Override
1% on all CGR from Downline Reps assigned in writing. Does not stack with direct commission.
Payment
Monthly on the 1st, paid within 15 business days with written statement.
Partial Pay
Proportional as each payment is received.
Chargeback
Max 25% of any single future payment. Asserted within 180 days. Written notice required.
Disputes
Written dispute within 30 days. Company responds in 15 business days. Unresolved → §13.
✅
Required
4
Founding Bonus & Truck Ownership
Bonus
$10,000 Founding Bonus within 30 days of Effective Date or onboarding completion.
Vehicle
Fully branded Company truck (valued under $20,000). Company covers business fuel, insurance, and maintenance for 12 months. Partner responsible for tickets/negligence damage.
Transfer
Title transfers after 12 months continuous Full-Time service. Documented via Bill of Sale.
Clawback
Voluntary resign or For Cause before 12 months: truck returned in 7 days; bonus repaid in 90 days or written plan.
Without Cause
Company terminates Without Cause: Partner keeps bonus; prorated truck purchase (FMV minus 1/12 credit/month).
✅
Required
5
Equity Structure (3% Maximum)

Non-voting "participation equity" — distributions only, no voting/management rights. 36-month vesting.

MilestoneEquityRequirement
Year 11%Team generates $1,500,000 CGR within 12 months.
Year 22%Cumulative 2% after 24 months + Year 2 Production Targets.
Year 33%Full 3% after 36 months + Year 3 Production Targets.
⚠ Forfeiture

Voluntary/For Cause before 36 mo: ALL equity forfeited — no compensation.

Without Cause by Company: Partner keeps vested equity; unvested forfeited.

Buyback
Equity % × trailing 12-mo Net Profit × 3. Company has 90 days; up to 4 quarterly installments.
Dilution
30 days' written notice before dilutive events.
Post-Vest
At 36 months equity becomes permanent.
✅
Required
6
Profit Share Pool
Allocation
Up to 10% of annual Net Profit into Founder Pool. Communicated by March 31.
Distribution
Paid by April 30 with written breakdown.
Discretionary
Not guaranteed. Ends on termination. No pro-rata for partial years.
✅
Required
7
Intellectual Property & "Storm System" Protection

All Company systems, methods, processes, databases, pricing, and training are Confidential Information.

Work for Hire
Everything created during tenure belongs to the Company.
Pre-Existing IP
Excluded if disclosed in writing within 30 days (Schedule A).
Non-Disclosure
Survives termination indefinitely. Breach → injunctive relief without bond.
Return
All materials returned/destroyed within 7 days with written certification.
✅
Required
8
Non-Compete & Non-Solicitation

For 18 months post-termination (regardless of reason):

Non-Compete
No owning, managing, operating, consulting, employment, or financial interest in any Competing Business within the Geographic Scope.
Non-Solicit
No soliciting employees, contractors, customers, prospects, or insurance carrier relationships.
Geographic Scope
All 50 United States and any territory where the Company actively operated or marketed during the 12 months preceding Partner's termination date.
Consideration
Bonus, equity, commissions, and access to Confidential Information = adequate consideration.
Remedies
Injunctive relief without bond + damages + attorney's fees.
✅
Required
9
Termination
For Cause
30-day cure for fixable breaches. Immediate for fraud/criminal/insurance manipulation.
Without Cause
30 days' written notice. Partner continues duties during notice period.
Final Payment
All earned commissions within 30 days with final statement.
Survives
§7 (IP — indefinitely), §8 (Non-Compete — 18 months), §13 (Disputes), unpaid obligations.
✅
Required
10
Performance & Morality Clause
Management
Partner responsible for team compliance and ethical conduct.
Morality
Immediate For Cause + total forfeiture for:
Fraud, embezzlement, or theft
Insurance manipulation or fraudulent claims
Felony conviction or dishonesty misdemeanor
Material misrepresentation
Harassment, discrimination, or threats
Conduct materially damaging to reputation
Investigation
Company may suspend during investigation. Not termination or waiver.
✅
Required
11
Indemnification

Partner indemnifies Company against claims from: (a) breach of Agreement, (b) negligent/wrongful acts, (c) misrepresentations to customers/insurers/regulators, (d) actions of supervised reps due to inadequate oversight.

✅
Required
12
Notices

Written notices via: (a) hand delivery, (b) certified mail with return receipt, or (c) email with read receipt. 15 days' notice for address changes.

Company
Roof Gutter Now LLC — Attn: Managing Member
info@roofgutternow.com • (330) 918-1018
Partner
The contact information provided above will serve as Partner's notice address.
✅
Required
13
Dispute Resolution
Step 1
Negotiation — 30 days.
Step 2
Mediation — Summit County, OH. Costs split. 60 days.
Step 3
Binding Arbitration — AAA, Summit County. Prevailing party recovers fees.
Exception
Emergency injunctive relief for IP/NDA or Non-Compete — no mediation required.
✅
Required
14
General Provisions
Governing Law
Ohio law, Summit County venue.
Entire Agreement
Supersedes all prior agreements. Amendments require both signatures.
Severability
Invalid provisions modified minimally; rest stays in force.
Waiver
No waiver by delay.
Assignment
Partner cannot assign without consent. Company may assign freely.
Force Majeure
Non-performance excused for events beyond control (not payment).
Counterparts
Electronic/digital signatures accepted.
✅
Required
Signatures & Execution
Company Representative
Printed Name
Title
Signature
Date
Sales Partner
Printed Name *
Required
✍ Signature — Type Your Full Name *
Signature required
Date *
Required
SSN / EIN (Last 4) *
Required

Submit Signed Agreement

A confirmation copy will be emailed to you. Reply "ACCEPT" to finalize.

Roof Gutter Now LLC — Confidential
www.RoofGutterNow.com • (330) 918-1018
✅

Agreement Submitted!

Your Founding Sales Partner Agreement has been sent to Roof Gutter Now LLC. A confirmation copy was emailed to:

⚠ Final Step: Check your inbox and reply "ACCEPT" to finalize.

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Questions? (330) 918-1018 • info@roofgutternow.com