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BROKER/VENDOR AGREEMENT This service agreement (AGREEMENT) is made and effective this ___ day of ______, 2005 by and

between eStrategy3, LLC (hereinafter, referred to as BROKER), a Colorado company with its principal office located at 70 Mahogany Lane, Colorado Springs, CO 80906, and ________________________ (hereinafter, referred to as VENDOR), a _________ corporation with its principal offices located at ______________________________. W I T N E S S E T H: WHEREAS, BROKER is engaged in the business of providing consulting and brokerage services to CLIENTs utilizing teleservices; WHEREAS, BROKER is currently assisting AMERICAN FAMILY LIFE ASSURANCE COMPANY OF COLUMBUS (hereinafter referred to as CLIENT) which has requested BROKER to procure a VENDOR (hereinafter, referred to as VENDOR) that is suitable to the CLIENT; WHEREAS, VENDOR renders teleservices to entities like the CLIENT; WHEREAS, through BROKERs assistance, VENDOR has been identified as a potential candidate to perform teleservices for CLIENT; and WHEREAS, the parties are desirous of compensating the BROKER for its Brokerage services in the event the CLIENT hires VENDOR to perform teleservices; NOW, THEREFORE, for and in consideration of the mutual recitals, terms, covenants and conditions contained herein and for the other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: A. RELATIONSHIP OF PARTIES The parties shall act solely as independent contractors under this AGREEMENT and nothing contained herein shall create or be construed as creating a partnership, joint venture, agency, or any other relationship between parties other than one of independent contractor. Neither party shall incur any obligations in the others name. B. NON-EXCLUSIVITY OF SERVICES VENDOR agrees and acknowledges that BROKER performs consulting, brokerage and other services for or with entities engaged in the same or similar business as that of VENDOR and that this AGREEMENT with VENDOR does not create an exclusive relationship between parties nor shall it restrict BROKERs activities or services with any other entity in connection with the CLIENT or otherwise.

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C. ORGANIZATION VENDOR is a corporation duly organized and existing in good standing under the laws in the State of __________, is duly qualified as a foreign corporation and in good standing in all states in which it is doing business and has the corporate power and authority to transact the business in which it is engaged and is or will be qualified in those states wherein it proposes to transact business in the future. VENDOR possesses all necessary federal and state permits, licenses and approvals to perform its obligations under this AGREEMENT. D. CONTINGENT PERFORMANCE BROKER and VENDOR acknowledge and agree that their respective rights, interests, obligations and duties, as herein described, are contingent upon the VENDOR, its successors or assigns being hereafter hired by the CLIENT, its successors or assigns, whether by oral or written contract. Accordingly, if said hiring does not occur, the AGREEMENT shall be deemed null and void. For the purposes of this AGREEMENT, a hiring shall be deemed to have occurred if within twelve (12) months from the date of this AGREEMENT. CLIENT and VENDOR shall arrange or contract for VENDORs rendition of any services on CLIENTs behalf as stipulated in Exhibit A. E. NON-WARRANTY BROKERs sole obligation herein shall be limited to the evaluation of VENDORs suitability as a teleservices candidate or providing corresponding advice to CLIENT or otherwise counseling CLIENT regarding VENDOR, as CLIENT may direct. VENDOR acknowledges and understands that BROKER makes no warranty or representation (i) that BROKER will be able to recommend or influence CLIENTs selection of VENDOR or any other teleservices candidate and (ii) that CLIENT will ultimately select VENDOR for future work. VENDOR further acknowledges and understands that CLIENT is or may be evaluating other candidate teleservices agencies with or without BROKERs involvement and recommendation and that CLIENTs selection of a teleservices VENDOR other than any VENDOR introduced by BROKER will not result in payment of Brokerage fees to the BROKER. F. COMPENSATION During the term of this AGREEMENT, VENDOR agrees to pay BROKER a Brokerage fee as described in EXHIBIT A attached hereto and incorporated herein for those telemarketing services to be performed by VENDOR for CLIENTs teleservice programs as described in EXHIBIT A. Following the end of each calendar month, VENDOR shall provide BROKER copies of invoices billed by VENDOR to CLIENT for services during said time period together with a statement detailing all amounts qualifying for Brokerage fees. VENDOR and BROKER agree that all Brokerage fees shall be considered payable within 10 days after VENDOR receives payment from CLIENT for services invoiced on a normal basis. It is agreed by both BROKER and VENDOR that BROKERs payment shall not be delayed as a result of any breach by the VENDOR in its contract with the CLIENT.

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VENDOR acknowledges that broker is rendering valuable services in its brokering activities such that in the event VENDOR is hired by CLIENT; the fee described hereinabove shall be deemed to be reasonable compensation for BROKER having participated in procuring VENDORs services for the CLIENT. G. MAINTENANCE OF RECORDS VENDOR agrees that it will maintain detailed accounting and other business records of its teleservices activities upon CLIENTs behalf during the term of this AGREEMENT and for a twenty-four (24) month period following its termination. Said records shall include those documents used by VENDOR in preparing the monthly schedules described in Paragraph F hereinabove. VENDOR agrees that upon reasonable notice, BROKER or its representative shall have the opportunity to inspect and copy said records during regular business hours at VENDORs business premises to verify the accuracy of compensation being paid to it. H. TERM The term of the AGREEMENT shall commence on the EFFECTIVE DATE set forth in this agreement and shall terminate on the termination of any relationship, AGREEMENT or arrangement hereafter arising between CLIENT and VENDOR, whether oral or written, in connection with the services described in EXHIBIT A. Notwithstanding the foregoing, BROKER at its option may terminate this AGREEMENT at any time. Termination of this AGREEMENT shall not excuse, waive or limit any obligation of either party to render performance under this AGREEMENT, where said performance obligation shall have matured, arisen or existed prior to termination but by its nature either cannot be fulfilled until after termination or must survive termination. I. RENEWAL AGREEMENTS

In the event that the VENDOR and CLIENT periodically agree to renew or extend their business dealings or arrangements beyond their original term, VENDOR shall promptly notify BROKER of the beginning and ending dates of said renewals and furnish any written renewal document to BROKER. BROKER shall be entitled to compensation in the amount and manner described in Paragraph F hereinabove. J. INDEMNIFICATION VENDOR and BROKER acknowledge that BROKERs services hereunder shall solely involve the Brokering of a relationship between CLIENT and VENDOR and that BROKER assumes no other duties or obligations to VENDOR or CLIENT of any nature whatsoever except as BROKER may hereafter periodically agree to perform in writing. Accordingly, VENDOR agrees to indemnify and hold BROKER harmless from and against any and all claims, causes of action, demands, losses, damages, costs and expenses of any type (including attorneys fees) arising out of or in connection with (i) any failure of VENDOR to perform any duties and obligations on CLIENTs behalf; (ii) any act, transaction or omission by VENDOR in its dealings with any third party on CLIENTs behalf; and (iii) any occurrence involving VENDOR and not arising from a wrongful act or omission of BROKER.
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K. ARBITRATION Both parties agree, in the event of any unresolved dispute pursuant to this AGREEMENT, they will submit the dispute to binding arbitration. The parties will agree to a mutual arbitrator to hear and resolve the dispute. The costs of the arbitrator will be split equally between the parties. The laws of the state of Colorado will determine any questions of law. Arbitration will be held in Colorado. The decision of a majority of said panel members shall be deemed conclusive, final and binding upon the parties; and may be entered as the judgment of any court of competent jurisdiction. The parties shall execute all submission AGREEMENTs, and other documents authorizing the submission of said dispute to arbitration for a final determination and award. L. NON-ASSIGNMENT VENDOR agrees that it will not transfer or assign this AGREEMENT in whole or in part without first obtaining BROKERs prior written consent. M. NOTICES All Notices required to be delivered under this AGREEMENT shall be in writing and delivered personally or mailed by certified mail, return receipt requested and addressed as provided below. All notices shall be deemed to have been given upon receipt. To BROKER: eStrategy3, LLC Attn: Sandra Alexa 70 Mahogany Lane Colorado Springs, Colorado 80906 To VENDOR: Vendor: Attn: Title: Address: N. HEADINGS Headings used in this AGREEMENT are provided for convenience only and shall not be used to construe meaning or intent. O. GOVERNING LAW This AGREEMENT shall be construed in accordance with and governed by the laws of the State of Colorado.
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P. NON-WAIVER No delay or failure by either party to exercise any right under this AGREEMENT, and no partial or single exercise of that right, shall constitute a waiver of that or any other right unless otherwise expressly provided herein. Q. CONFIDENTIALITY All terms of this agreement, including but not limited to BROKERs fee, shall be held strictly confidential between VENDOR and BROKER and shall not be disclosed outside aforementioned organizations. The parties agree that any breach by VENDOR of any obligation contained in this AGREEMENT shall not be adequately compensable in money damages and therefore VENDOR agrees and acknowledges that any such breach shall cause irreparable injury to BROKER and that BROKER shall be entitled to equitable relief, including injunctive relief, to restrain any unauthorized use or disclosure of Confidential Information and Proprietary Information. R. SUCCESSORS AND ASSIGNS This AGREEMENT is binding upon any successors or assigns of the contracting parties. S. WRITTEN MODIFICATION This AGREEMENT shall not be amended or modified except by written AGREEMENT or addendum executed by the parties. T. ACCEPTANCE This AGREEMENT shall not be deemed to have been accepted and binding until submitted to and executed by BROKER at its offices in Colorado Springs, Colorado. IN WITNESS WHEROF, the parties have caused this AGREEMENT to be duly executed by their duly authorized officers and to be effective as of the date and year first above written.
VENDOR ______________________________ By: Title: Date: _________________________ BROKER eStrategy3, LLC By:________________________ Title: ______________________ Date: ______________________

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EXHIBIT A I. COMPENSATION BROKER shall be paid a Brokerage fee in the manner set forth in Paragraph F of the AGREEMENT, determined as follows: BROKER shall be paid a Brokerage fee by VENDOR equal to ten percent (10%) for each telemarketing hour/minute performed and invoiced to the CLIENT by the VENDOR. Should the client negotiate payment terms calculated on an alternative form other than per telemarketing hour or per minute, VENDOR will convert the charges to reflect telemarketing minutes/hours worked and compensate BROKER accordingly. Commissions will be paid for the Client Marketing Programs listed in Section II of Exhibit A (including derivations thereof). II. CLIENT PROGRAMS (including derivations thereof) Teleservice Campaigns on behalf of AMERICAN FAMILY LIFE ASSURANCE OF COLUMBUS. III. APPROVAL This AGREEMENT shall not be deemed to have been accepted and binding until submitted to and executed by BROKER at its offices in Colorado Springs, Colorado. IN WITNESS WHEROF, the parties have caused this AGREEMENT to be duly executed by their duly authorized officers and to be effective as of the date and year first above written.
VENDOR ______________________________ By: Title: Date: _________________________ BROKER eStrategy3, LLC By:________________________ Title: ______________________ Date: ______________________

COMPANY

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