INDEPENDENT CONTRACTOR AGREEMENT

Black Business Coalition

Effective Date: June 12, 2026

This Independent Contractor Agreement (“Agreement”) is entered into by and between the Black Business Coalition (“BBC”), and the individual or business entity accepting this Agreement (“Contractor”).

This Agreement governs participation in any commission-based, referral-based, project-based, consulting, promotional, recruiting, marketing, sales, lead generation, directory development, event support, administrative, educational, or other independent contractor opportunity offered through the Black Business Coalition.

By applying for, accepting, performing, or participating in any BBC contractor opportunity, Contractor agrees to be bound by the terms of this Agreement.

1. PURPOSE

The Black Business Coalition provides programs, services, events, business opportunities, networking initiatives, educational resources, membership programs, directories, and strategic partnerships that may utilize independent contractors to assist with outreach, promotion, business development, recruitment, sales, lead generation, marketing, administrative support, consulting, training, and related services.

This Agreement establishes the relationship between the BBC and Contractor.

2. INDEPENDENT CONTRACTOR STATUS

Contractor is and shall remain an independent contractor at all times.

Nothing in this Agreement shall be interpreted as creating:

Employer-employee relationship
Partnership
Joint venture
Agency relationship
Franchise relationship
Fiduciary relationship

Contractor is not an employee of the BBC and is not entitled to:

Wages
Salary
Overtime pay
Employee benefits
Workers’ compensation benefits
Unemployment benefits
Health insurance
Retirement plans
Paid leave
Sick leave
Vacation pay

Contractor acknowledges that participation is based solely upon independent contractor status.

3. SERVICES

Contractor may perform services including but not limited to:

Membership recruitment
Referral generation
Business directory development
Lead generation
Event promotion
Community outreach
Sponsorship sales
Marketing activities
Business development
Administrative support
Educational support
Consulting services
Project-based assignments
Other approved contractor activities

Specific duties may be communicated separately and may vary depending upon the opportunity.

The BBC is not obligated to provide any minimum amount of work.

Contractor is not obligated to accept any assignment.

4. PERFORMANCE OF SERVICES

Contractor shall:

Perform services professionally.
Act ethically and honestly.
Comply with applicable laws.
Comply with BBC policies.
Avoid misleading representations.
Maintain accurate records.
Protect confidential information.

Contractor shall determine the manner, means, methods, and schedule used to perform services, provided that Contractor complies with applicable program requirements.

5. COMPENSATION

Contractor may be compensated through:

Commissions
Referral fees
Bonuses
Project payments
Incentive programs
Revenue-sharing arrangements
Other compensation structures

Compensation details may be provided through separate compensation plans, program guidelines, offer letters, contractor opportunities, or written communications.

No compensation is earned unless:

Program requirements are satisfied.
Activities are verified.
Compensation is approved by the BBC.

The BBC reserves the right to modify compensation programs prospectively.

6. NO GUARANTEE OF INCOME

The BBC does not guarantee:

Income
Earnings
Commissions
Residual income
Bonuses
Leads
Customers
Business opportunities
Project assignments

Contractor acknowledges that compensation depends upon numerous factors and may vary significantly.

Contractor should review the BBC Earnings Disclaimer.

7. TAX RESPONSIBILITIES

Contractor is solely responsible for:

Federal income taxes
State income taxes
Local taxes
Self-employment taxes
Business taxes
Tax reporting obligations

The BBC shall not withhold taxes unless required by law.

Contractor agrees to provide any required tax documentation.

Where applicable, the BBC may issue IRS Form 1099 or other tax reporting documents.

8. BUSINESS EXPENSES

Contractor shall be responsible for all expenses incurred in performing services, including:

Internet access
Telephone expenses
Transportation
Vehicle expenses
Office supplies
Equipment
Marketing expenses
Advertising costs
Insurance
Licensing fees

Unless specifically approved in writing, the BBC shall not reimburse Contractor expenses.

9. EQUIPMENT AND MATERIALS

Contractor shall supply and maintain all equipment necessary to perform services unless otherwise agreed in writing.

Any materials provided by the BBC remain the property of the BBC.

10. CONFIDENTIAL INFORMATION

Contractor may receive confidential or proprietary information including:

Membership information
Business information
Customer information
Marketing strategies
Financial information
Program information
Operational information
Referral information

Contractor agrees not to disclose, misuse, copy, distribute, or exploit confidential information except as authorized by the BBC.

These obligations survive termination of this Agreement.

11. INTELLECTUAL PROPERTY

All BBC trademarks, logos, branding, content, training materials, marketing materials, websites, software, graphics, videos, documents, and intellectual property remain the exclusive property of the BBC.

Contractor receives a limited, revocable, non-exclusive license to use approved materials solely for authorized BBC activities.

No ownership rights are transferred.

12. NON-DISPARAGEMENT

Contractor agrees not to knowingly make false, misleading, defamatory, or disparaging statements regarding:

The Black Business Coalition
BBC staff
Members
Partners
Sponsors
Programs
Services

This provision shall not prohibit truthful statements required by law.

13. COMPLIANCE WITH LAWS

Contractor shall comply with all applicable:

Federal laws
State laws
Local laws
FTC regulations
Advertising regulations
Consumer protection laws
Privacy laws
Anti-spam laws

Contractor is solely responsible for legal compliance associated with Contractor activities.

14. INSURANCE

Contractor is responsible for obtaining any insurance deemed necessary, including:

General liability insurance
Professional liability insurance
Automobile insurance
Workers’ compensation coverage (if applicable)
Business insurance

The BBC does not provide insurance coverage for Contractors.

15. TERM AND TERMINATION

This Agreement becomes effective upon acceptance and remains in effect until terminated.

Either party may terminate this Agreement at any time, with or without cause, by providing notice.

The BBC may immediately terminate participation for:

Policy violations
Fraud
Misrepresentation
Legal violations
Reputational concerns
Breach of this Agreement

Upon termination:

Access to BBC systems may be revoked.
Contractor must cease use of BBC intellectual property.
Confidential information obligations remain in effect.

16. PAYMENT UPON TERMINATION

Termination shall not affect payment for approved compensation earned prior to termination, provided Contractor complied with this Agreement and applicable program requirements.

The BBC may withhold payment pending investigations involving fraud, misconduct, or policy violations.

17. INDEMNIFICATION

Contractor agrees to defend, indemnify, and hold harmless the Black Business Coalition, its officers, directors, employees, volunteers, affiliates, sponsors, and partners from any claims, damages, losses, liabilities, judgments, costs, and expenses arising from:

Contractor activities
Contractor misconduct
Legal violations
Marketing activities
Advertising claims
Breach of this Agreement
Negligence
Willful misconduct

18. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE BBC SHALL NOT BE LIABLE FOR:

Lost profits
Lost commissions
Lost opportunities
Business interruption
Consequential damages
Indirect damages
Special damages
Incidental damages

The BBC’s total liability under this Agreement shall not exceed the amount paid to Contractor during the twelve (12) months preceding the claim.

19. GOVERNING LAW

This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Virginia without regard to conflict of law principles.

20. DISPUTE RESOLUTION

Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association (AAA).

The arbitration shall take place in Virginia.

The parties waive any right to trial by jury.

21. CLASS ACTION WAIVER

All disputes shall be resolved individually.

Contractor waives any right to participate in:

Class actions
Collective actions
Representative actions
Private attorney general actions

22. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the parties regarding Contractor participation and supersedes prior oral or written understandings concerning the subject matter herein.

23. MODIFICATIONS

The BBC reserves the right to update this Agreement from time to time.

Updated versions become effective upon posting or distribution.

Continued participation constitutes acceptance of revised terms.

24. CONTACT INFORMATION

Black Business Coalition

Website:
https://blackbusinesscoalition.org

For questions regarding this Agreement, please contact the Black Business Coalition through the contact information provided on the official website.

CONTRACTOR ACKNOWLEDGMENT

By applying for, accepting, or participating in any Black Business Coalition contractor opportunity, I acknowledge and agree that:

✓ I am an independent contractor and not an employee.

✓ I am responsible for my own taxes, expenses, licenses, and insurance.

✓ I understand that compensation is not guaranteed.

✓ I have reviewed the BBC Earnings Disclaimer.

✓ I agree to comply with all BBC policies and applicable laws.

✓ I understand that my participation may be terminated in accordance with this Agreement.

✓ I agree to be legally bound by the terms of this Independent Contractor Agreement.

ELECTRONIC ACCEPTANCE

By selecting an acceptance checkbox, submitting an application, registering for a contractor opportunity, participating in a BBC contractor program, or electronically signing this Agreement, Contractor agrees that such action constitutes a legally binding electronic signature under applicable federal and state laws, including the Electronic Signatures in Global and National Commerce Act (E-SIGN Act).