SPARK CONSULTING AGREEMENT

This Consulting Agreement ("Agreement"), effective as of the ____ day of ___________, 2025 ("Effective Date"), is entered into by and between SPARK I/T Services, LLC, an Oklahoma Limited Liability Company ("SPARK"), and ___________________________ ("Consultant"), located at ___________________________________.

I. Scope of Engagement

1. Services. SPARK engages Consultant to provide professional and sales-related services. The specific scope of work, fees, and completion schedule shall be detailed in mutually agreed-upon Statements of Work, each of which shall become binding upon execution by both parties.

2. Statement of Work. Consultant will provide SPARK with a written Statement of Work outlining the customer engagement, applicable fees, and completion timeline. Consultant will also provide SPARK with relevant order documents to support customer sales.

II. Fees & Payment

1. Compensation & Profit Definition. Consultant shall receive 40% of the profit from the sale of SPARK products and services or other mutually agreed-upon commissionable projects. Profit is defined as revenue received from the customer minus direct costs incurred by SPARK, including but not limited to equipment, software licenses, and direct labor. Overhead costs, indirect expenses, or other deductions shall not be included unless mutually agreed upon in writing. Payment will be made after SPARK receives payment from the customer, typically one month in arrears. Payment will be contingent upon SPARK receiving payment from the customer. SPARK will provide Consultant with a report detailing all relevant transactions for review before processing payment.

2. Payment Schedule. SPARK will review and approve commission payments within a reasonable timeframe after receiving customer payment. SPARK will send Consultant a report detailing all their customers, payments, and profits for review. Consultant will verify the accuracy of the report, and payment will be processed in the next bi-weekly SPARK payroll cycle.

3. Taxes. Consultant is solely responsible for all federal, state, and local taxes arising from their compensation under this Agreement.

4. Expenses & Indemnification. Consultant shall bear all costs necessary for providing services unless otherwise specified in a Statement of Work. Consultant agrees to indemnify and hold harmless SPARK, its officers, employees, and affiliates from any claims, losses, liabilities, or damages arising from Consultant’s services, including but not limited to errors, omissions, or violations of third-party rights. Consultant shall not incur any expenses on behalf of SPARK without prior written approval.

III. Privacy & Confidentiality

1. Privacy Agreement. Consultant must comply with all SPARK privacy policies and procedures as updated from time to time. Collection, storage, access, and dissemination of information will be conducted in accordance with applicable privacy laws.

2. Confidential Information & Non-Compete. Consultant acknowledges that during the engagement, they may have access to proprietary or confidential information belonging to SPARK. "Confidential Information" includes, but is not limited to, business strategies, financial data, customer lists, trade secrets, and any proprietary systems or software.

   • Consultant agrees not to disclose, use, or reproduce any Confidential Information outside of their engagement with SPARK without express written permission.
   • Consultant shall take reasonable measures to protect Confidential Information from unauthorized access.
   • Confidentiality obligations remain in effect for a period of two (2) years after termination of this Agreement or until the information becomes public through no fault of the Consultant. Additionally, Consultant may not solicit or divert SPARK customers to competing services where Consultant has had direct involvement during their engagement with SPARK.

3. Proprietary Information & Inventions Agreement. Consultant will be required to sign a separate Proprietary Information and Inventions Agreement, which shall remain in effect beyond the term of this Agreement.

IV. Term & Termination

1. Term. This Agreement remains in effect until terminated by either party or replaced with a permanent employment agreement.

2. Termination for Non-Performance. If Consultant does not successfully sell at least one SPARK service within an 18-month period, this Agreement shall automatically terminate, and any pending commission payments will be honored for completed sales where SPARK has received payment from the customer.

3. Termination by SPARK. SPARK reserves the right to terminate this Agreement for just cause at any time without notice or compensation. If termination occurs without cause, SPARK will provide the minimum notice required by law.

4. Amendments, Dispute Resolution & Entire Agreement. This Agreement supersedes all prior agreements, whether written or oral, and may only be modified by a written agreement signed by both parties. Any disputes arising under this Agreement shall first be attempted to be resolved through good-faith negotiations. If no resolution is reached within 30 days, both parties agree to binding arbitration under the laws of the State of Oklahoma.

V. Execution

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

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Signed by Robert Allen
Signed On: March 6, 2025

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Document name: SPARK Consulting Agreement 40%

Unique Document ID: 88fb9f79055f3858f5f949dfa525dced7a66c497

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Timestamp	Audit
March 6, 2025 5:16 pm CDT	SPARK Consulting Agreement 40% Uploaded by Robert Allen - notifications@sparkservices.net IP 47.195.144.119

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