WisdomLayers
Sections 1-2 - Parties & Services
CONTRACT
Page 2 of 7
Before You Sign
You are an independent contractor - not an employee. You are responsible for your own taxes. Pay is commission-only - you earn only when a client pays their deposit. If you are outside the United States, you must return a signed IRS Form W-8BEN before your first payment.
1. Parties
1.1 Company. Onion Home LLC, a North Carolina limited liability company, doing business as WisdomLayers ("WisdomLayers" is the operating brand name; Onion Home LLC is the legal entity that owns and runs it), providing custom web design services to small businesses across North Carolina.
1.2 Contractor. The individual named above, engaged as an independent contractor to perform outreach and lead generation services on a commission-only basis.
2. Services
2.1 Scope. Contractor agrees to perform the following services on behalf of the Company:
- Research and identify small service businesses in North Carolina with no website or an outdated website
- Conduct personalized email outreach using only Company-provided email addresses
- Manage replies and follow up with prospects (maximum 3 touches per prospect)
- Qualify interested businesses and hand off warm leads to WisdomLayers for closing
- Maintain accurate records of all outreach activity in the shared tracking system
- Maintain accurate outreach records and provide periodic activity summaries upon reasonable request
2.2 Activity Minimum. Contractor must contact no fewer than 30 qualified prospects per week (businesses with no website or an outdated website, located in North Carolina). Falling below this floor for two consecutive weeks without prior written notice to WisdomLayers constitutes grounds for termination under Section 11.2. WisdomLayers may adjust this minimum with 14 days written notice. If Contractor does not provide written objection within the 14-day notice period, the adjusted minimum takes effect automatically.
2.3 Warm Lead Definition. A warm lead is a prospect who has replied to outreach with at least one of the following: (a) an explicit statement of interest in a website or pricing; (b) a request to speak with someone at WisdomLayers; or (c) a completed intake or contact form. Opened-but-no-reply does not qualify. If Contractor disputes a lead qualification denial, Contractor may submit a written dispute with supporting email evidence within 5 business days. WisdomLayers must provide a written explanation of the denial within 5 business days. If Contractor still disputes after receiving WisdomLayers' written explanation, either party may escalate to binding arbitration under Section 14.2 for disputes under $500 using AAA's simplified procedures.
2.4 Probationary Performance Standard. During the first 60 days of this Agreement, Contractor must generate at least one warm lead — defined in Section 2.3 — that has been handed off to WisdomLayers. Failure to produce at least one warm lead within 60 days is grounds for immediate termination under Section 10, at WisdomLayers' sole discretion.
2.5 No Closing Authority. Contractor may not negotiate pricing, promise deliverables, commit to timelines, or close deals. All closing is reserved for the Company. Contractor's role ends at handoff.
2.6 Methods. Contractor controls their own schedule and process, provided they meet deliverables and quality standards. Company defines results required, not the exact steps to achieve them.
WisdomLayers | North Carolina | contact@wisdomlayers.com | wisdomlayers.com
Independent Contractor Agreement - Page 2 of 7
WisdomLayers
Sections 3-4 - Contractor Status & Compensation
CONTRACT
Page 3 of 7
3. Independent Contractor Status
3.1 Not an Employee. Contractor is an independent contractor - not an employee, partner, agent, or joint venturer of WisdomLayers. Nothing in this Agreement creates an employer-employee relationship.
3.2 No Benefits. WisdomLayers will not provide health insurance, retirement plans, paid time off, workers' compensation, or any employee benefits.
3.3 Other Clients Permitted. Contractor may work for other clients simultaneously, except as limited by Section 7.
3.4 Tools Don't Create Employment. Providing a Company email address or other materials does not create an employment relationship. It is a communication tool for brand consistency only.
4. Compensation
4.1 Commission Structure. Flat commission per closed client whose initial deposit clears WisdomLayers' account as a direct result of Contractor's outreach:
| Package | Client Price | Your Commission |
|---|---|---|
| Landing Page | $599 | $75 |
| Starter | $999 | $100 |
| Professional | $1,499 | $150 |
| Premium | $2,199 | $200 |
| Custom | Quoted per project | $300 minimum |
4.2 When Earned. Commission is both earned and becomes payable only after the client's deposit clears WisdomLayers' account. Prior to that moment, no commission obligation exists regardless of how advanced the lead conversation is. No commission for leads that don't close or clients who cancel before paying their deposit.
4.3 Cancellations. If a client cancels and receives a full refund before any project work begins, no commission is owed. If a client cancels after project work has started, full commission is paid regardless of any partial refund issued. If a client initiates a chargeback or payment reversal, the associated commission is forfeited and Contractor agrees to reimburse WisdomLayers for any chargeback processing fees incurred.
4.4 Payment Timeline. Within 7 business days of deposit clearing via ACH transfer, Payoneer, Grey, or Raenest.
4.5 No Guaranteed Income. Commission-only. No minimum earnings, draws, or advances. Contractor accepts this income uncertainty by signing this Agreement.
4.6 Commission Rate Changes. WisdomLayers may adjust commission rates by providing Contractor at least 30 days written notice. Changes apply to all new outreach activity after the notice period. Commissions already earned on leads that were active in the pipeline at the time of notice are unaffected.
4.7 Custom Commission. Custom project commission is a minimum of $300. For custom projects where the client deposit exceeds $2,199, the commission shall be $300 plus 5% of the deposit amount above $2,199, up to a maximum of $750 per deal. WisdomLayers will confirm the final commission amount in writing before payment is issued.
No Advance Payments
No commissions or advances will be issued before a client's deposit clears WisdomLayers' account. No exceptions.
WisdomLayers | North Carolina | contact@wisdomlayers.com | wisdomlayers.com
Independent Contractor Agreement - Page 3 of 7
WisdomLayers
Sections 5-7 - Ownership, Confidentiality, Non-Solicitation
CONTRACT
Page 4 of 7
5. Ownership of Work Product
5.1 Company Ownership. All leads generated, prospect lists, outreach emails, tracking records, and any other work product produced under this Agreement are the sole and exclusive property of the Company from the moment of creation. Contractor irrevocably assigns to the Company all rights, title, and interest in all work product, including all copyright and intellectual property rights, without any further action required by either party.
5.2 IP Warranty. Contractor represents and warrants that all work product submitted under this Agreement is Contractor's own original work, does not infringe any third-party intellectual property rights, and is free of any claims or encumbrances. Contractor will promptly notify WisdomLayers in writing if Contractor becomes aware of any potential third-party claim relating to submitted work product.
5.3 Return and Certification. Upon termination, Contractor must immediately return or permanently delete all Company data, lead lists, email templates, and any other Company materials. Contractor must provide a signed written certification of destruction within 5 business days of the termination date upon WisdomLayers' request.
6. Confidentiality
6.1 Protected Information. Contractor must keep strictly confidential all non-public information about WisdomLayers, including: lead lists and prospect databases, client names and contact information, pricing structure and profit margins, outreach strategies and email templates, and all business relationships and financial information.
6.2 Non-Disclosure. Contractor may not disclose, share, sell, or publish any confidential information to any third party without prior written consent from WisdomLayers - during or for 3 years after this Agreement ends.
6.3 WisdomLayers Confidentiality. WisdomLayers will handle Contractor's personal and payment information (including bank account details, tax forms, and country of residence) with reasonable care and will not share it with third parties except as required by law or as necessary to process payments.
7. Non-Solicitation
7.1 Client Non-Solicitation. During this Agreement and for 12 months after termination, Contractor shall not directly solicit: (a) any client who actually paid a deposit to WisdomLayers as a result of Contractor's outreach; or (b) any prospect with whom Contractor had direct material contact (sent at least one email to, received a reply from, or actively tracked in the pipeline) during the 12 months preceding termination. This is a narrowly tailored restriction protecting only specific business relationships built during this engagement, not a general restriction on working in the industry.
7.2 No Transfer of Contacts. Contractor may not share WisdomLayers' client or prospect contact information with any third party for solicitation or commercial purposes at any time.
7.3 Permitted Activities. This Section does not restrict Contractor from working in unrelated industries or for agencies targeting markets outside North Carolina. Contractor may contact any business they researched but never actively pursued or placed in the pipeline.
WisdomLayers | North Carolina | contact@wisdomlayers.com | wisdomlayers.com
Independent Contractor Agreement - Page 4 of 7
WisdomLayers
Sections 8-11 - Conduct, CAN-SPAM, Tools & Termination
CONTRACT
Page 5 of 7
8. Conduct & Representation
8.1 Authorized Email Only. All outreach must be sent only from Company-provided email addresses. Personal email accounts are not permitted.
8.2 No Unauthorized Commitments. Contractor may not negotiate pricing, promise deliverables, commit to timelines, or make any commitments on behalf of WisdomLayers without written authorization. Any such commitments are void and Contractor assumes sole liability.
8.3 Identity Disclosure. Contractor may not represent themselves as an employee, owner, or partner of WisdomLayers. Contractor may describe themselves as an outreach representative working with WisdomLayers.
9. CAN-SPAM Compliance
9.1 All email outreach must comply with applicable federal anti-spam law. Violations can carry civil penalties up to $53,088 per non-compliant email. Both the company whose product is promoted and the party sending the email can be held liable. Contractor's obligation to comply is non-negotiable and Contractor agrees to indemnify WisdomLayers for any fines or penalties arising from Contractor's failure to comply.
9.2 Required Elements. Every outreach email must include: WisdomLayers' physical mailing address in the footer, a clear and conspicuous opt-out mechanism, an honest non-deceptive subject line, and accurate sender header information.
9.3 Unsubscribe Handling. Opt-out requests must be honored within 10 business days. Any recipient who opts out must never be contacted again from any WisdomLayers email address. Failure to honor opt-out requests is a material breach.
CAN-SPAM Compliance Is Non-Negotiable
Failure to comply constitutes immediate material breach and may result in termination without payment of outstanding commissions. Any fines resulting from Contractor's violations are Contractor's sole financial responsibility.
10. Tools Provided by Company
10.1 WisdomLayers may provide Contractor with: a @wisdomlayers.com email address, outreach email templates and writing guidelines, access to a shared lead tracking spreadsheet, and a brief describing WisdomLayers' services and pricing.
10.2 Provision of these tools is for brand consistency and operational efficiency. It does not alter Contractor's independent contractor status or restrict Contractor from using their own methods, provided all outreach is sent from the Company-provided email address.
11. Termination
11.1 At Will. Either party may terminate this Agreement at any time by providing written notice. Email notice is acceptable and effective upon sending.
11.2 Immediate Termination. WisdomLayers may terminate immediately and without prior notice for: material breach, CAN-SPAM violations, unauthorized disclosure of confidential information, misrepresentation to prospects or clients, or any conduct that WisdomLayers reasonably determines has damaged or may damage its reputation, business relationships, or client trust, based on documented evidence.
11.3 Commissions After Termination. Commissions earned on client deposits received before the effective termination date remain payable under the normal payment schedule. Leads that have not generated a client deposit as of the termination date are forfeited and not subject to commission. On the termination date, WisdomLayers will provide Contractor a written pipeline status report by business name confirming which leads had an active deposit as of that date.
11.4 Effect. Upon termination, Contractor must immediately stop all outreach, stop using Company email addresses, and return or delete all Company materials. Sections 5, 6, and 7 survive termination.
WisdomLayers | North Carolina | contact@wisdomlayers.com | wisdomlayers.com
Independent Contractor Agreement - Page 5 of 7
WisdomLayers
Sections 12-16 - Tax, Indemnification, Governing Law and Final Terms
CONTRACT
Page 6 of 7
12. Tax Responsibilities
12.1 Contractor is solely responsible for all taxes on income earned under this Agreement in their country of residence. WisdomLayers will not withhold any taxes.
12.2 W-8BEN - Foreign Contractors. Contractors who are not U.S. persons performing services entirely outside the United States must submit a signed IRS Form W-8BEN before any payment is issued. Without a valid W-8BEN on file, U.S. law requires WisdomLayers to withhold 30% of all payments. Download free at irs.gov/formw8ben. The form is valid for 3 years from signing, or until Contractor's information changes (country of residence, name, or tax status), whichever comes first.
12.3 Form 1042-S. WisdomLayers may be required to file IRS Form 1042-S reporting payments made to foreign contractors. There is no minimum payment threshold for this filing requirement. Contractor agrees to provide any additional information WisdomLayers reasonably requests to fulfill its tax reporting obligations.
W-8BEN - Required Before First Payment
If you are located outside the United States, complete and return IRS Form W-8BEN before your first commission is issued. No payments will be released without this form on file.
13. Indemnification
13.1 Contractor Indemnification. Contractor agrees to indemnify, defend, and hold harmless WisdomLayers and Wisdom Johnson from any claims, losses, fines, or expenses (including reasonable legal fees) arising from: Contractor's violation of any law including CAN-SPAM; Contractor's breach of this Agreement; Contractor's misrepresentation to prospects; or Contractor's negligence or willful misconduct. Contractor's indemnification obligation does not apply to claims arising from WisdomLayers' own negligence or legal violations.
13.2 Mutual Liability Cap. Except for claims arising from breach of confidentiality, IP infringement, non-solicitation violations, CAN-SPAM violations, or fraud: (a) WisdomLayers' total liability to Contractor shall not exceed commissions paid in the 30 days preceding the claim; (b) Contractor's total indemnification liability shall not exceed commissions paid in the 12 months preceding the claim. Neither party is liable for consequential, punitive, or indirect damages except in cases of fraud or willful misconduct.
14. Governing Law and Dispute Resolution
14.1 This Agreement is governed by the laws of the State of North Carolina, USA. The parties acknowledge that Contractor is located outside the United States and that NC court judgments may not be directly enforceable in Contractor's jurisdiction.
14.2 Dispute Resolution. Disputes shall first be addressed through good-faith written communication for 30 days. If unresolved, either party may submit the dispute to binding online arbitration via the AAA's online/remote process, conducted in English. The arbitrator's decision is final and binding. Each party bears its own costs unless the arbitrator rules otherwise. WisdomLayers retains the right to seek injunctive relief in any court of competent jurisdiction without first exhausting arbitration.
15. Electronic Signatures and 16. Entire Agreement
15. The parties consent to electronic signatures under the Electronic Signatures in Global and National Commerce Act (ESIGN, 15 U.S.C. § 7001 et seq.) and applicable state law. Electronic signatures via DocuSign, HelloSign, or equivalent platforms are legally binding with the same force and effect as original handwritten signatures. Both parties agree that electronic records satisfy all writing requirements and may not be challenged solely on the basis of their electronic form. Contractor acknowledges having had adequate time to review this Agreement, ask questions, and seek independent legal counsel prior to signing.
16. This Agreement is the entire understanding between the parties and supersedes all prior discussions. Amendments require written agreement by both parties. If any provision is found unenforceable, the remaining provisions continue in full effect.
WisdomLayers | North Carolina | contact@wisdomlayers.com | wisdomlayers.com
Independent Contractor Agreement - Page 6 of 7
WisdomLayers
Contractor Agreement - Signatures
CONTRACT
Page 7 of 7
Signatures
By signing below, both parties confirm they have read, understood, and agree to all terms of this Independent Contractor Agreement. Governed by the laws of North Carolina. Electronic signatures accepted per Section 15. Foreign contractors must submit IRS Form W-8BEN before the first payment is issued.
Contractor
Signature
Not yet signed
Printed Full Legal Name
Print Name
Date Signed
MM-DD-YYYY
Country of Residence
Where Services Are Performed
WisdomLayers
Signature
Wisdom Johnson
Authorized Signature
Printed Name
Wisdom Johnson
Owner - WisdomLayers
Date Signed
07-16-2026
MM-DD-YYYY
Title
Owner
Title
This Agreement becomes legally binding upon valid signature of both parties. Retain a signed copy for your records.
Foreign contractors must complete and return IRS Form W-8BEN before the first commission payment is issued.
Foreign contractors must complete and return IRS Form W-8BEN before the first commission payment is issued.
WisdomLayers | North Carolina | contact@wisdomlayers.com | wisdomlayers.com
Independent Contractor Agreement v1.0 - 2026 - Governed by the laws of North Carolina - Page 7 of 7