A Business Friend LLC

(DBA Energy Agent)

​

Contractor Independent Relationship,

Waiver of Liability, Mutual Non-Disparagement & Non-Circumvention Agreement

By submitting this form and/or participating in any contractor, installation, referral, coordination, sales-adjacent, or related activities associated with A Business Friend LLC, doing business as Energy Agent (“Energy Agent,” “we,” “us,” or “our”), you (“Contractor,” “you,” or “Participant”) acknowledge, understand, and agree to the following:

1. Independent Contractor Status / No Employment Relationship

You acknowledge that your participation with Energy Agent is strictly as an independent contractor. Nothing in this agreement creates or implies an employment relationship, partnership, joint venture, agency, fiduciary relationship, or employer-employee relationship.

Energy Agent does not provide payroll services, wages, benefits, workers’ compensation, unemployment insurance, healthcare, retirement plans, or tax withholding of any kind. You are solely responsible for all taxes, licenses, permits, insurance, compliance, and regulatory obligations related to your work.

2. Third-Party Vendors (“Biomes”) & No Control

Energy Agent works with independent third-party vendors, manufacturers, suppliers, and service providers, referred to internally as “biomes.” Biomes are not employees, agents, or representatives of Energy Agent.

You expressly acknowledge and agree that:

• Energy Agent does not control the actions, conduct, pricing, timelines, workmanship, safety practices, or business operations of any biome

• Energy Agent is not responsible or liable for any acts, omissions, negligence, misconduct, delays, representations, failures, or disputes involving any biome

2.B - Supplier partners may not represent themselves as the manufacturer of any product, alter warranties, or make performance claims beyond approved materials.

3. Waiver of Liability (Broad Release)

To the fullest extent permitted by law, you agree that Energy Agent shall not be held liable for any physical, mental, emotional, psychological, reputational, or financial harm, injury, loss, or damages you may experience now or in the future, whether direct or indirect, arising from or related to:

• Contractor participation, installations, site visits, or services

• Jobsite conditions, customer premises, or third-party environments

• Interactions with customers, biomes, vendors, inspectors, or other contractors

• Project delays, cancellations, rejections, or non-performance

• Equipment, materials, or system performance

• Income variability, project volume, or payment timing

This waiver applies regardless of whether such harm is alleged to be caused by Energy Agent, a biome, another contractor, a customer, or any third party.

4. No Project, Volume, or Income Guarantees

You acknowledge that Energy Agent makes no guarantees regarding:

• Project volume

• Job approvals

• Geographic exclusivity

• Revenue, margins, or earnings

• Timelines or continuity of work

All opportunities are contingent upon customer approval, biome participation, regulatory requirements, and market conditions.

5. No Responsibility for Legal Fees or Disputes

You agree that Energy Agent shall not be responsible for any legal fees, attorney costs, court costs, settlements, penalties, fines, or expenses arising from:

• Customer disputes

• Jobsite incidents

• Biome or vendor disputes

• Regulatory or licensing issues

• Civil claims or complaints

You further agree not to name A Business Friend LLC (DBA Energy Agent), David Venafro in his capacity as an executive and recruiter, or any Energy Agent affiliate or subsidiary as a party to such disputes, except where required by law.

6. Mutual Non-Disparagement

Both parties agree to a mutual non-disparagement obligation.

You agree not to make knowingly false, misleading, or disparaging statements—publicly or privately—about Energy Agent, its executives, programs, partners, biomes, vendors, or affiliates.

Energy Agent agrees to the same standard with respect to you.

This provision does not prohibit truthful statements required by law.

7. Non-Circumvention / No Bypass

You expressly agree that you may not directly or indirectly contact, solicit, contract with, or attempt to bypass Energy Agent, David Venafro, or any Energy Agent subsidiary or affiliate to work directly with:

• Customers or prospects introduced through Energy Agent

• Biomes or vendors introduced through Energy Agent

• Any business opportunity, pricing, relationship, or proprietary information disclosed through Energy Agent

All introductions and relationships are considered confidential and proprietary. Any attempt to circumvent Energy Agent’s coordinating role may result in immediate termination and forfeiture of unpaid compensation.

8. No Exclusivity

Participation with Energy Agent is non-exclusive. You may engage in other business activities provided they do not conflict with this agreement, misuse Energy Agent materials, or interfere with Energy Agent relationships.

9. Confidentiality & Materials

All training, documentation, pricing guidance, systems access, vendor relationships, and proprietary materials provided by Energy Agent are confidential and may not be shared, copied, repurposed, or used outside approved participation.

10. Governing Law & Severability

This agreement shall be governed by the laws of the United States and the state in which A Business Friend LLC is organized, without regard to conflict-of-law principles.

If any provision is found unenforceable, the remaining provisions shall remain in full force and effect.

11. Acknowledgment

By submitting this form, you confirm that:

• You have read and understood this agreement

• You voluntarily agree to its terms

• Participation is optional

• You accept full responsibility for your actions and outcomes