Sales Agent Agreement

This Sales Agent Agreement (the "Agreement") is entered into as of the date of execution below (the "Effective Date") by and between BidVolt Marketplace, Inc., a Delaware corporation with its principal place of business in New Jersey ("BidVolt," "Company," "we," or "us"), and the individual identified in the signature block below ("Sales Agent," "you").

1. Engagement

1.1 BidVolt engages the Sales Agent to identify, qualify, and document commercial energy efficiency projects ("Projects") that may be eligible for utility-funded incentive programs and listed on the BidVolt marketplace (the "Marketplace").

1.2 The Sales Agent's classification (W-2 employee or 1099 independent contractor) is set forth in the compensation election made at the time of execution. Each classification has distinct tax, benefits, and reporting consequences. The Sales Agent acknowledges responsibility for understanding their classification.

2. Duties of the Sales Agent

2.1 The Sales Agent shall:

1. Identify commercial properties potentially eligible for active utility incentive programs;
2. Conduct site visits using BidVolt-provided field tools, including digital walkthrough capture, photo documentation, fixture inventory, and rebate estimation;
3. Obtain signed customer scope-of-work authorization in the form prescribed by BidVolt;
4. Submit each completed walkthrough to BidVolt for verification within 48 hours of customer signature;
5. Conduct themselves professionally at all times and accurately represent BidVolt and the services offered.

2.2 The Sales Agent shall not bind BidVolt to any contract, payment obligation, or representation outside the scope expressly authorized in this Agreement.

3. Compensation

3.1 Base + Commission Election. If the Sales Agent elects W-2 base + commission compensation, BidVolt shall pay (a) a base salary as set forth in the offer letter, payable on standard payroll schedule, and (b) a per-Project commission equal to ten percent (10%) of the awarded contract value, payable within seven (7) business days of contractor award and successful payment receipt.

3.2 Commission-Only Election. If the Sales Agent elects 1099 commission-only compensation, BidVolt shall pay a per-Project commission equal to fifteen percent (15%) of the awarded contract value, payable within seven (7) business days of contractor award and successful payment receipt. No base salary, benefits, or guarantee is provided.

3.3 Project Eligibility for Commission. A Project is eligible for commission only when (a) the customer signs the BidVolt scope authorization, (b) BidVolt verifies the scope and publishes the listing, (c) a verified contractor is awarded the Project, and (d) BidVolt receives the assignment fee in cleared funds.

3.4 Clawback. If a customer cancels prior to install, or the contractor refunds the assignment fee due to a Sales Agent misrepresentation, the related commission is forfeited. If commission has been paid, it is owed back to BidVolt and may be deducted from future commissions.

3.5 Payment Method. All commissions are paid via direct deposit (W-2) or Stripe Connect (1099). Tax forms (W-2 or 1099-NEC) are provided in accordance with applicable law.

4. Non-Circumvention

4.1 The Sales Agent shall not, during the term of this Agreement and for twenty-four (24) months thereafter, directly or indirectly: (a) refer or attempt to refer any Project, customer, or property identified through BidVolt activities to any competing platform, contractor, or third party; (b) bypass the Marketplace by introducing customers directly to contractors; or (c) use customer information obtained in the course of duties for any purpose outside the BidVolt Marketplace.

4.2 Violation of this Section 4 entitles BidVolt to (a) immediate forfeiture of all unpaid commissions, (b) clawback of commissions paid in the preceding twelve months, and (c) liquidated damages equal to three times the contract value of any circumvented Project, recognized as a reasonable and proportionate estimate of harm and not as a penalty.

5. Confidentiality and Intellectual Property

5.1 The Sales Agent acknowledges that customer lists, walkthrough data, fixture inventories, scope documents, rebate calculations, pricing data, and BidVolt operational methods are confidential trade secrets of BidVolt ("Confidential Information"). The Sales Agent shall maintain strict confidence and use Confidential Information only in the course of authorized duties.

5.2 All work product created in the course of duties—including walkthroughs, photographs, scope documents, and customer agreements—is the sole and exclusive property of BidVolt, as a work-made-for-hire (W-2) or by full assignment (1099). The Sales Agent retains no residual rights.

6. Term and Termination

6.1 This Agreement is at-will. Either party may terminate with thirty (30) days written notice, or BidVolt may terminate immediately for cause, including violation of Sections 4 or 5, gross misconduct, or material misrepresentation in a walkthrough.

6.2 The obligations of Sections 4, 5, 7, and 8 survive termination.

7. Indemnification and Limitation of Liability

7.1 The Sales Agent shall indemnify BidVolt against any claim arising from the Sales Agent's misrepresentation of the Marketplace, services, or any Project to any customer or contractor.

7.2 BidVolt's aggregate liability under this Agreement shall not exceed the total commissions paid to the Sales Agent in the twelve (12) months preceding the claim.

8. Dispute Resolution and Governing Law

8.1 This Agreement is governed by the laws of the State of New Jersey, without regard to conflict of law principles.

8.2 Any dispute shall first be submitted to good-faith mediation. If unresolved within thirty (30) days, the dispute shall be resolved by binding arbitration administered by JAMS in Newark, New Jersey, under JAMS Streamlined Rules. The prevailing party is entitled to reasonable attorneys' fees.

9. Miscellaneous

9.1 Entire Agreement. This Agreement, together with the Sales Agent Application and the executed Compensation Election, is the entire agreement between the parties and supersedes all prior understandings.

9.2 Amendment. This Agreement may be amended only by a writing signed by both parties.

9.3 Severability. If any provision is held unenforceable, the remainder remains in force.

9.4 Counterparts & E-Signature. This Agreement may be executed by electronic signature. An electronically executed counterpart has the same effect as an original.

10. Acknowledgment

The Sales Agent acknowledges they have read, understood, and freely agree to be bound by this Agreement; have had the opportunity to seek legal counsel; and intend the e-signature below to constitute a legally binding signature.