This Tax Assessment & Tax Planning Referral Agent Independent Contractor Agreement ("Agreement") is entered into by and between Valoram Solutions ("Valoram", "Company", "we", or "us") and the undersigned independent contractor ("Referral Agent", "Closer", "Agent", or "Independent Contractor"). The parties agree as follows:
1. Independent Contractor Relationship
The Agent is an independent contractor and not an employee, partner, joint venturer, franchisee, legal representative, or owner of Valoram. Nothing in this Agreement creates an employment relationship.
The Agent is responsible for the Agent's own federal, state, and local taxes; business expenses; equipment; marketing expenses; insurance; travel; licenses or registrations independently required for activities conducted outside of this Agreement; and other costs associated with operating the Agent's independent business.
Valoram does not guarantee the Agent any minimum income, number of leads, referrals, appointments, clients, commissions, or business results.
The Agent has no authority to bind Valoram except where Valoram expressly provides written authorization.
2. Referral Agent Role
A Referral Agent may identify prospective clients, introduce prospective clients to Valoram, explain the general purpose of Valoram's tax assessment and tax planning process, coordinate introductions, schedule appointments, follow up with prospective clients, provide Valoram-approved marketing materials, and assist with general client communication as authorized by Valoram.
A Referral Agent does not perform tax strategy work merely by participating in the Valoram referral program.
Referral Agents may refer prospective clients located throughout the fifty (50) United States, subject to applicable federal, state, and local law. Authorization to make referrals nationwide does not constitute authorization to practice law, accountancy, tax preparation, tax representation, or any other regulated profession in any jurisdiction.
3. Separate Referral-Only and Closer-Only Roles
Valoram recognizes two distinct compensation roles under this Agreement.
Referral-Only Agent: A Referral-Only Agent sources or introduces a prospective client, connects the prospective client with Valoram, and may coordinate appointments and follow-up. A Referral-Only Agent does not receive compensation for closing the engagement unless separately assigned as the closer.
Closer-Only Agent: A Closer-Only Agent conducts an authorized sales or enrollment conversation, explains the Valoram engagement, process, pricing, and next steps, and assists the prospective client with entering into an engagement with Valoram. A Closer-Only Agent receives the applicable closing commission.
A Closer-Only Agent is not thereby authorized to provide tax advice or design tax strategies. Referral compensation and closer compensation are separate. Unless expressly approved by Valoram, an Agent shall not automatically receive both compensation categories on the same client engagement.
4. No Tax Strategist Status
The Agent acknowledges and agrees that participation in Valoram's referral or closing program does not make the Agent a tax strategist.
Unless the Agent independently possesses the appropriate professional credentials and Valoram separately authorizes the activity in writing, the Agent shall not provide individualized tax advice; design tax strategies; recommend that a client implement a particular tax strategy; interpret tax law for a client; determine whether a deduction, credit, structure, transaction, or strategy is appropriate for a client; provide legal advice; prepare or amend tax returns; represent a client before the Internal Revenue Service or another taxing authority; represent themselves as a CPA, Enrolled Agent, tax attorney, tax preparer, tax strategist, or other tax professional; or perform any activity requiring a professional license or credential that the Agent does not independently possess.
The Agent's role is limited to the activities authorized under this Agreement.
5. No Certification, Accreditation, or Professional Designation
Participation in Valoram's referral program, closing program, training, meetings, tax education, internal presentations, strategy discussions, software systems, or access to proprietary tax resources does not provide the Agent with any certification, accreditation, professional designation, license, credential, or authority to practice tax planning.
The Agent may not represent that Valoram has certified, licensed, accredited, or professionally credentialed the Agent. The Agent may not use titles such as 'Valoram Tax Strategist,' 'Certified Valoram Tax Advisor,' 'Certified Tax Strategist,' 'Valoram Tax Specialist,' or any substantially similar title unless expressly authorized by Valoram in writing and legally permitted.
6. Tax Advice and Strategy Recommendations
All individualized tax recommendations, tax strategy determinations, technical tax conclusions, and final strategy recommendations shall be provided or approved by Valoram's designated tax professionals.
Agents may explain the general concept of Valoram's services but may not represent that a particular client qualifies for a strategy; will receive a deduction; will receive a particular tax result; will save a particular dollar amount; will receive IRS approval; will avoid an audit; will receive a refund; or will lawfully eliminate a specific tax obligation unless the statement has been specifically approved by an authorized Valoram tax professional for that client.
7. No Authority to Bind Valoram
Unless specifically authorized in writing, the Agent may not modify Valoram pricing; offer discounts; waive fees; promise refunds; modify contracts; create payment terms; sign documents on Valoram's behalf; guarantee results; guarantee implementation timelines; guarantee tax savings; promise acceptance of a prospective client; commit Valoram to provide a particular service; or make any legal, financial, tax, contractual, or regulatory representation on Valoram's behalf.
Valoram retains final authority over all client engagements.
8. Client Acceptance
A referral does not guarantee that Valoram will accept the prospective client.
Valoram retains sole discretion to accept or decline a prospective client; request additional documentation; determine the appropriate scope of services; establish engagement pricing; suspend services; terminate services; or refer a matter to another professional.
Valoram may consider factors including complexity, capacity, conflicts of interest, compliance, documentation, professional judgment, client conduct, and ability to provide appropriate services.
9. Tax Assessment Compensation
Valoram's current standard tax assessment fee is $4,000. The assessment fee is subject to change by Valoram.
Referral-Only Agent: For a qualifying tax assessment client referred by the Agent: $1,000 flat referral commission.
Closer-Only Agent: For a qualifying tax assessment engagement closed by the Agent: $500 flat closing commission.
The Referral Agent and Closer may be different individuals. Compensation schedules may be modified prospectively by Valoram upon notice. Changes to compensation will not retroactively reduce commissions already earned under the compensation schedule in effect when the applicable payment was collected.
10. Annual Tax Planning Compensation
Tax planning fees are determined based upon the client's tax circumstances, complexity, required planning, strategy needs, business structure, implementation requirements, ongoing planning needs, and scope of engagement. Tax planning fees may increase or decrease as the client's circumstances and service needs change.
Referral-Only Agent: The Referral-Only Agent is eligible to receive 15% of commissionable annual tax planning fees actually collected by Valoram from the referred client.
Closer-Only Agent: The Closer-Only Agent is eligible to receive 10% of commissionable annual tax planning fees actually collected by Valoram from the applicable client.
These are separate compensation roles. A Closer does not automatically receive the Referral Agent's 15% commission, and a Referral Agent does not automatically receive the Closer's 10% commission.
11. Commissionable Revenue
Unless Valoram provides otherwise in writing, commissions are calculated only on fees specifically designated by Valoram as commissionable under this Agreement. Commissionable revenue does not automatically include every dollar generated by a client relationship.
This Agreement presently covers tax assessment fees and tax planning annual fees.
Unless separately agreed in writing, the Agent does not acquire compensation rights relating to tax return preparation, bookkeeping, payroll, accounting, legal services, estate planning, insurance, securities, investment advisory services, retirement plans, business formation, third-party implementation services, cost segregation services, research and development studies, financing, lending, real estate transactions, affiliate services, vendor services, or any other product or service provided by Valoram or a third party.
Any compensation related to another line of business must be governed by a separate written compensation arrangement.
12. When a Commission Is Earned
A commission is not earned solely because a prospect was referred; an appointment occurred; a proposal was presented; a client verbally agreed to proceed; an engagement agreement was signed; an invoice was issued; or a payment plan was created.
A commission becomes earned only after Valoram has actually received and cleared the applicable client payment. 'Cash collected' means funds actually received by Valoram and no longer subject to an ordinary pending-payment status.
13. Commission Processing and Payment Timing
Commissions are processed one (1) week after the applicable client payment has been collected and cleared by Valoram.
For purposes of commission processing, client payments collected between Monday and Sunday will be scheduled for commission processing on the following Friday.
On the applicable Friday, Valoram will process the commission and provide the Referral Agent and/or Closer with the applicable commission notice or commission statement.
A commission being processed on Friday does not mean the Agent will necessarily receive the funds in the Agent's bank account on that same Friday. Commissions will be paid by ACH transfer to the bank account designated by the Agent.
ACH payments may take approximately three (3) to five (5) business days after processing to appear in the Agent's account. Actual receipt time may vary depending on the Agent's financial institution, banking information, holidays, ACH processing timelines, or other factors outside of Valoram's control.
Valoram is not responsible for delays caused by the Agent's bank, incorrect banking information provided by the Agent, financial institution processing times, or other circumstances outside of Valoram's control.
Valoram may reasonably delay commission processing where a client payment remains pending; a payment has been disputed, reversed, or returned; fraud is suspected; referral or closer attribution is disputed; the engagement is under compliance review; or Valoram reasonably requires additional information to determine whether the commission was properly earned.
14. Installment Payments
Client payment plans or installment arrangements must be approved in advance by Valoram Solutions.
Referral Agents and Closers may not independently offer installment payments; create payment plans; modify payment terms; extend payment deadlines; promise financing arrangements; or otherwise alter Valoram's standard payment requirements without prior notice to and approval from Valoram's back-office team.
Where Valoram approves a client payment plan or installment arrangement, no referral or closing commission will be paid until Valoram has received the client's final required payment and the client's outstanding balance with Valoram has reached $0.00.
Commissions will not be paid proportionately as installment payments are received. Once the final payment has been collected and cleared and the client's balance is $0.00, the applicable Referral Agent and/or Closer commission will enter Valoram's normal commission-processing cycle under Section 13.
15. Refunds, Chargebacks, and Returned Payments
If a client payment generating a commission is later refunded, charged back, disputed, reversed, returned, determined fraudulent, or otherwise not retained by Valoram, the corresponding commission shall be considered unearned to the extent of the reversed payment.
Valoram may deduct the amount from future commissions, offset amounts otherwise payable to the Agent, or require repayment where future commissions are insufficient. Partial refunds may result in proportional commission adjustments.
16. Referral Attribution
A prospect should be entered or properly attributed within Valoram's designated CRM or referral system.
Valoram may establish procedures regarding lead registration, referral submission, duplicate leads, existing Valoram prospects, existing clients, webinar leads, company-generated leads, previously referred leads, and multiple Agents claiming the same prospect.
Valoram's CRM and business records shall be used to determine referral attribution absent clear evidence of an administrative error. Valoram retains final administrative authority regarding referral attribution.
17. Valoram Client Ownership and Relationship
A prospective client introduced by an Agent becomes a Valoram client once the client enters into an engagement with Valoram.
The client relationship belongs to Valoram and is not individually owned by the Referral Agent or Closer.
Termination of the Agent's relationship with Valoram does not terminate the client's engagement with Valoram; transfer the client to the Agent; assign the client relationship to the Agent; give the Agent ownership of the client's records; give the Agent ownership of future Valoram engagements; or require Valoram to release the client.
Any client who has signed an engagement with Valoram remains a Valoram client after the Agent leaves Valoram unless Valoram and the client separately determine otherwise.
18. Non-Circumvention of Valoram Clients
The Agent shall not use confidential information, Valoram systems, proprietary materials, client lists, pricing information, or internal information to improperly divert an active Valoram client or engagement away from Valoram.
The Agent may not represent to a Valoram client that termination of the Agent's relationship with Valoram requires the client to terminate or transfer their Valoram engagement.
This provision is intended to protect Valoram's confidential information, active engagements, proprietary materials, and contractual client relationships and shall be interpreted only to the extent permitted by applicable law.
19. Valoram Tax Strategy Resources
All tax strategy resources made available to the Agent remain proprietary property of Valoram or the applicable owner/licensor.
'Valoram Resources' include, without limitation, tax strategy libraries, strategy descriptions, tax planning frameworks, tax assessment reports, client reports, tax documents, presentations, worksheets, calculators, models, templates, software, CRM systems, automations, AI workflows, prompts, training materials, training recordings, videos, scripts, sales presentations, pricing information, standard operating procedures, internal case studies, client intake forms, client onboarding processes, internal tax team communications, vendor information, strategy implementation processes, marketing materials, and other proprietary methods, documents, or systems.
The Agent receives only a limited, revocable right to use authorized resources for Valoram business during the Agent's active relationship with Valoram.
20. Restrictions on Valoram Resources
Without Valoram's prior written approval, the Agent may not copy, republish, sell, resell, rebrand, white-label, license, distribute, upload, duplicate, scrape, reverse engineer, modify for outside commercial use, provide to another tax company, use to train another organization, incorporate into another company's knowledge base, upload into an outside AI system for commercial replication, use for an independent tax business, or share login credentials or restricted access.
Valoram Resources may only be used for authorized Valoram business. Upon termination, the Agent's authorization to use Valoram Resources immediately ends.
21. Confidentiality and Client Information
The Agent shall protect all non-public Valoram and client information.
Confidential information may include tax returns, W-2s, 1099s, K-1s, Social Security numbers, employer information, business financial statements, bank information, brokerage information, retirement account information, payroll records, entity records, tax projections, strategy recommendations, client financial information, client contact information, pricing, internal communications, business processes, and proprietary information.
The Agent shall access client information only to the extent reasonably necessary for the Agent's authorized role.
The Agent shall not disclose client information to unauthorized persons; use client information for unrelated businesses; sell client information; export client information for personal use; store client tax documents in unauthorized systems; send sensitive client information through unauthorized communication channels; or retain confidential client information after termination except where legally required.
Valoram may establish additional data-security and privacy procedures which the Agent must follow.
22. Marketing and Communications
The Agent shall use only marketing representations consistent with Valoram-approved materials and applicable law.
The Agent may not make misleading or unsubstantiated claims concerning tax savings, tax elimination, IRS approval, audit protection, guaranteed deductions, guaranteed refunds, investment returns, legal outcomes, or guaranteed financial results.
Valoram may require modification or removal of any advertising, presentation, website, social media content, email, text message, script, or other communication referencing Valoram or its services.
Use of Valoram's name, logo, branding, domains, social media identity, trademarks, or marketing materials is revocable and may be used only as authorized.
23. Compliance With Law
The Agent shall comply with applicable federal, state, and local laws governing the Agent's activities, including applicable requirements relating to advertising, consumer protection, privacy, electronic communications, telephone solicitations, email marketing, text messaging, data security, and professional representations.
The Agent shall immediately notify Valoram of any complaint, investigation, regulatory inquiry, lawsuit, or other matter that could reasonably relate to services conducted under this Agreement.
24. Voluntary Termination and 30-Day Notice
The Agent may stop working with Valoram at any time. However, the Agent agrees to provide Valoram with at least thirty (30) days' written notice before voluntary termination.
During the notice period, the Agent shall reasonably cooperate with Valoram regarding client handoffs, pending engagements, outstanding documentation, CRM updates, scheduled appointments, company property, and other reasonable transition matters.
The Agent remains subject to this Agreement during the notice period.
25. Termination and Suspension by Valoram
Valoram will generally provide the Agent with thirty (30) days' prior written notice of termination.
During the notice period, the Agent remains obligated to comply with this Agreement and reasonably assist with client transitions, scheduled appointments, pending engagements, documentation, CRM updates, company property, and other reasonable transition requirements.
Notwithstanding the thirty-day termination notice period, Valoram reserves the right to immediately suspend, restrict, or terminate the Agent's access to any or all Valoram Resources at any time, including without waiting for the termination notice period to expire.
Valoram Resources include, without limitation, CRM access, client records, tax strategy resources, software, training materials, internal documents, marketing materials, company systems, communication platforms, proprietary information, and any other Valoram-owned or controlled resource.
Valoram may also immediately suspend or terminate the Agent's contractual relationship without a thirty-day notice period where Valoram reasonably determines that immediate action is warranted due to circumstances including fraud; misrepresentation; unauthorized tax advice; unauthorized professional representations; misuse of client information; confidentiality violations; theft, copying, or misuse of Valoram Resources; material compliance violations; client harm; falsification of records; unauthorized use of Valoram branding; circumvention of Valoram client relationships; material breach of this Agreement; or conduct that reasonably creates substantial legal, regulatory, financial, cybersecurity, operational, or reputational risk to Valoram.
Suspension of access to Valoram Resources does not by itself eliminate any obligations the Agent has under this Agreement, including confidentiality, client-transition, repayment, commission-adjustment, and intellectual-property obligations.
26. Effect of Termination and Commissions
Termination does not affect commissions that were fully earned before the effective termination date. Amounts properly earned before termination will remain payable subject to refunds, chargebacks, offsets, payment reversals, and other provisions of this Agreement.
Unless otherwise agreed by Valoram in writing, recurring commissions apply only while the Agent maintains an active contractual relationship and remains in good standing with Valoram. After termination becomes effective, the Agent shall have no right to commissions on tax planning fees collected after termination, even if the Agent originally referred or closed the client.
The client's relationship with Valoram continues regardless of whether the Agent's commission rights continue.
27. Survival of Obligations
Termination does not eliminate obligations that by their nature should continue after termination.
The following provisions survive termination: confidentiality; client-data protection; intellectual property ownership; restrictions on Valoram Resources; client relationship provisions; non-circumvention obligations to the extent enforceable; refund and commission-adjustment obligations; dispute resolution; outstanding payment obligations; and any other provision intended by its nature to survive termination.
Access to Valoram systems, CRM platforms, proprietary tax resources, and internal materials may be terminated immediately upon separation.
28. General Terms; Dispute Resolution; Entire Agreement; Execution
Dispute Resolution: Except where prohibited by applicable law, disputes arising from or relating to this Agreement shall be resolved through confidential binding arbitration. The parties waive trial by jury and class or representative proceedings to the extent legally enforceable. Arbitration shall occur in California unless the parties agree otherwise or applicable law requires another location.
Governing Law: This Agreement shall be governed by the laws of the State of California, without regard to conflict-of-law principles, except where federal law or another jurisdiction's mandatory law applies.
Amendment: Valoram may modify operational procedures, policies, compliance requirements, pricing, and prospective compensation schedules upon reasonable notice. Material amendments to this Agreement may be made in writing.
Assignment: The Agent may not assign this Agreement or transfer compensation rights without Valoram's prior written consent.
Severability: If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in effect to the fullest extent permitted by law. Any unenforceable provision shall be interpreted as narrowly as necessary to make it enforceable where legally permissible.
Waiver: Failure by either party to enforce a provision on one occasion does not waive the right to enforce that provision in the future.
Entire Agreement: This Agreement, together with any written compensation schedule, compliance policies, confidentiality agreements, or addenda incorporated by reference, constitutes the agreement between the parties regarding the subject matter covered herein. It supersedes prior oral or written representations concerning the Agent's tax referral or closing relationship with Valoram.
Electronic Signatures: Electronic signatures and electronic copies shall have the same effect as original signatures to the extent permitted by law.
Acknowledgment
By signing below, the Agent acknowledges that the Agent:
- Has read and understands this Agreement;
- Understands that the Agent is an independent contractor;
- Understands that participation in Valoram's program does not make the Agent a tax strategist;
- Understands that Valoram training does not provide a tax certification, accreditation, license, or professional designation;
- Understands the limitations on providing tax advice;
- Understands the compensation structure;
- Understands that commissions are based upon funds actually collected by Valoram;
- Understands that Valoram clients remain clients of Valoram following the Agent's departure;
- Understands that Valoram's tax strategies, documents, systems, software, and resources remain proprietary; and
- Agrees to comply with the terms of this Agreement.
Execution
The signed copy is executed between Valoram Solutions (name, title, signature, date) and the Independent Contractor (name, entity if applicable, signature, date).
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