The Operator Agreement

Sidekick CPG Operator Agreement

sidekickcpg@gmail.com

This Operator Agreement (the "Agreement") is effective as of the date it is signed by both parties, as shown by the later of the signature dates below (the "Effective Date"), and is between HI LIFE LLC, doing business as Sidekick CPG ("Sidekick"), and the operator named in the signature block below ("Operator").

Sidekick introduces consumer packaged goods (CPG) brands to fractional operators. Operators contract directly with brands, usually on a monthly retainer, and do the work themselves. Sidekick is a matching service, not a consulting firm. This Agreement sets out what Operator pays Sidekick when an introduction turns into paid work.

1. Definitions

1.1 "Introduced Brand" means any brand that Sidekick introduces or refers to Operator, by email, call, message, or any other means, together with that brand's parent companies, subsidiaries, affiliates, owners, and successors.

1.2 "Introduction Date" means the date Sidekick first introduces Operator to an Introduced Brand.

1.3 "Engagement" means any paid work Operator (or any company Operator owns or controls) performs for an Introduced Brand, in any role or scope, that begins within 12 months after the Introduction Date.

1.4 "Fees" means all amounts Operator actually receives from an Introduced Brand for an Engagement, including retainers, hourly or project fees, bonuses, commissions, and equity or other non-cash compensation (valued at fair market value when received). Fees do not include reimbursement of pre-approved out-of-pocket expenses.

1.5 "Fee Period" means the first 12 months of an Engagement, starting on the first day Operator begins work for the Introduced Brand.

2. Introductions

Sidekick may introduce Operator to brands from time to time. Sidekick does not promise any number of introductions or that any introduction will lead to work. Operator is free to accept or decline any introduction.

3. Matching Fee

3.1 The fee. For each Introduced Brand, Operator will pay Sidekick a matching fee equal to 10% of all Fees Operator receives from that Introduced Brand during the Fee Period (the "Matching Fee").

3.2 Only when Operator is paid. The Matching Fee is owed only on Fees Operator actually receives. If the Introduced Brand does not pay Operator, Operator owes Sidekick nothing on the unpaid amount. If the brand pays later, the Matching Fee on that payment is owed at that time, as long as the payment is for work done during the Fee Period.

3.3 When it is due. Operator will pay each Matching Fee within 10 days after Operator receives the corresponding payment from the Introduced Brand.

3.4 After 12 months. After the Fee Period ends, Operator owes no further Matching Fee for that Engagement, except for Fees received later for work done during the Fee Period.

3.5 Example. If an Introduced Brand pays Operator $5,000 per month, Operator pays Sidekick $500 within 10 days of each payment, for the first 12 months of the Engagement.

4. Notice, Reporting, and Verification

4.1 Notice. Operator will notify Sidekick in writing (email is fine) within 5 days when: (a) an Engagement with an Introduced Brand starts; (b) the rate or scope changes; and (c) the Engagement ends.

4.2 Monthly reporting. With each Matching Fee payment, Operator will send a short report listing the Introduced Brand, the amount received, and the date received. If no Fees were received in a month during an active Engagement, a one-line email saying so is enough.

4.3 Verification. On reasonable request, no more than once per quarter, Operator will provide copies of invoices, payment records, or the relevant parts of the Operator and brand agreement so Sidekick can confirm the Matching Fee. Operator will keep these records for at least 12 months after the Fee Period ends. If a review shows an underpayment, Operator will pay the difference within 10 days.

5. Late Payment

If a Matching Fee is not paid when due, Sidekick will send a reminder. If it remains unpaid 15 days after that reminder, the unpaid amount will accrue a late fee of 1.5% per month (or the maximum allowed by law, if lower) until paid. Operator will also cover reasonable costs Sidekick incurs to collect overdue amounts. No late fee applies to amounts the Introduced Brand has not yet paid Operator.

6. Non-Circumvention

6.1 Operator will not go around Sidekick to avoid the Matching Fee. The Matching Fee applies to any paid work Operator does for an Introduced Brand that begins within 12 months after the Introduction Date, even if: (a) Operator contracts with the brand directly; (b) the work is under a different scope, title, or role than the one discussed in the introduction; (c) the work is contracted through a different company Operator owns or controls; or (d) the brand or Operator ends and later restarts the relationship.

6.2 Operator will not refer an Introduced Brand to another person so that the work is done or billed in a way that avoids the Matching Fee.

6.3 This Section does not apply to a brand Operator can show it was already actively working with or negotiating with before the Introduction Date, provided Operator tells Sidekick in writing within 5 days after the introduction.

7. Relationship of the Parties

7.1 Operator is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between Sidekick and Operator.

7.2 Sidekick is not a party to any agreement between Operator and an Introduced Brand. Operator sets its own rates, terms, and methods with the brand and is solely responsible for the work, its quality, and its results.

7.3 Sidekick does not guarantee any match, Engagement, income, or outcome, and is not responsible for the conduct of any brand or for whether a brand pays Operator.

7.4 Operator is responsible for its own taxes, insurance, and business expenses.

8. Confidentiality

Information Sidekick shares about a brand as part of an introduction (including its name, plans, financials, needs, and contacts) is confidential. Operator will use it only to evaluate and perform work for that brand and will not share it with anyone else, unless the information is already public or the brand permits it. This obligation lasts for 2 years after the introduction.

9. Term and Termination

9.1 This Agreement starts on the Effective Date and continues until ended by either party.

9.2 Either party may end this Agreement at any time with 15 days' written notice (email is fine).

9.3 Ending this Agreement stops new introductions only. For every brand introduced before termination, Sections 3 through 6 and Section 8 continue to apply in full, including the Matching Fee for the full Fee Period and the 12-month non-circumvention window.

10. General

10.1 Governing law. This Agreement is governed by the laws of the State of California.

10.2 Entire agreement. This is the entire agreement between the parties on this subject and replaces any prior discussions. Changes must be in writing and signed by both parties.

10.3 Severability. If any part of this Agreement is found unenforceable, the rest stays in effect.

10.4 Assignment. Operator may not assign this Agreement without Sidekick's written consent.

10.5 Signatures. This Agreement may be signed electronically and in counterparts. Electronic signatures and copies have the same effect as originals.