Broker Agreement
(Agreement of Introduction)
This Agreement is entered into as of [Day, Month, Year]
between _______________________ (“COMPANY”) a _______________________________________________,
with offices located at _________________________________________________, and ____________________or
assignee, with offices at _____________________________________ (“BROKER “).
A. COMPANY
is a __________{name Products or Services}________________________. COMPANY
desires to have BROKER _____________{list services offered}__________ for the COMPANY,
this includes _________________{Detailed
Description}_____________________________________.
B. The
BROKER is engaged to _________{name Project, Products or Services}_________ to
COMPANY. The BROKER shall be entitled to compensation for all revenues
generated on all transactions the COMPANY generates from _________________________________________
generated by BROKER.
1. Independent
National Broker.
1.1 Appointment. COMPANY hereby appoints BROKER as an
independent Sales Broker for the introduction of _____________________________
COMPANY products for ______________. BROKER hereby accepts such appointment.
The appointment is subject to the terms and conditions contained in this
Agreement.
1.2 License
to Marks. During the term of this
Agreement COMPANY hereby grants BROKER a non-exclusive, limited and revocable
license to use the names, trademarks and service marks (“Marks”) owned or
licensed by COMPANY. BROKER shall use
the Marks solely in connection with the introduction, and promotion of COMPANY
products and services. BROKER shall use
the Marks in accordance with guidelines established by COMPANY from time to
time.
1.3 Territory/Accounts. No geographical Territory is included
and BROKER shall introduce and promote products and services to any market
approved by the COMPANY.
1.4 Relationship.
BROKER enters into this Agreement as, and shall continue to be, an independent
contractor. Under no circumstances shall BROKER look to COMPANY as an employer,
or as a partner, agent, or principal.
BROKER shall not be entitled to any benefits accorded to employees of
COMPANY, including workers’ compensation, disability insurance, vacation or
sick pay. BROKER shall be responsible for providing, at its own expense, and in
BROKER’s name, disability, workers’ compensation or other insurance as well as
licenses and permits as required by law for performing the services described
in this Agreement. BROKER is not granted
any right or authority to assume or create any obligation or responsibility,
express or implied, on behalf of or in the name of COMPANY or to bind COMPANY
in any manner.
1.5 Lines
Sold Other Than COMPANY. As an
Independent Contractor, BROKER does not represent
COMPANY exclusively and is not restricted by this Agreement from representing
any other Manufacturer of non-conflicting banking services or products that do
not interfere with the sales of COMPANY’s products.
2. Obligations
of National Broker
2.1 Best
Efforts. BROKER agrees to devote its
best efforts to _____{Project} _____ in accordance with this Agreement.
2.2 Conduct. BROKER covenants and agrees that at all times
the company and its employees and agents, if any, shall conduct themselves and
their business in an ethical and legal manner; and that they will abide by all
applicable laws, rules and regulations of federal, state and local government
authorities. BROKER indemnifies COMPANY for any claims, losses, costs, fees,
liabilities, damages or injuries suffered by BROKER arising out of BROKER’s
breach of this Section 2.2.
2.3 Expenses. BROKER is responsible for all expenses in
connection with business of BROKER, and all of its Independent Sales
Representatives, shall pay, when and as due, any and all taxes incurred as a
result of compensation paid by COMPANY to BROKER, including estimated taxes.
BROKER indemnifies COMPANY for any claims, losses, costs, fees, liabilities,
damages or injuries suffered by COMPANY arising out of BROKER’s breach of this
Section 2.3.
2.4 Confidentiality;
Non-Disparagement. BROKER and
COMPANY agree, for the term of this Agreement and at any time thereafter, that
any proprietary information and discussions such as, but not limited to, identities
of corporations, individuals, buyers or sellers, sales information, pricing
information, product manufacturing and development, trade secrets, supplier
lists or other confidential information or documents disclosed by COMPANY or
BROKER under this Agreement (“Confidential Information”) shall not be
(1) used by BROKER or COMPANY except on behalf of the other party, or
(2) disclosed to any third parties, without the express prior consent of
the other party. BROKER and COMPANY
further covenants and agrees that at all times during the term of this
Agreement and at any time thereafter, shall not disparage or defame the
goodwill, reputation, image or commercial interest of the other party.
2.5 Non-Circumvention. The undersigned hereby confirm that the
identities of the corporations, individuals, buyers or sellers introduced by
BROKER are currently the property of the BROKER and shall remain so for the
duration of this agreement. The term of this agreement is five (5) years from
the date affixed below and is to be applied to any and all transactions entered
into by the undersigned, including follow-up repeat, extended or renegotiated
transaction regardless of the success of the project. COMPANY agrees and shall
not circumvent or attempt to circumvent BROKER and enter into any agreement or
arrangement with anyone introduced by BROKER under these terms.
3. Customer
Billing, and Broker Commissions
3.1 Customer
Billing.
(b) Billing,
Payment and Collections. COMPANY
shall charge fee and bill customers directly.
The customers shall make any-and-all payments directly to COMPANY,
COMPANY is responsible for collecting all monies from customers.
3.2 Broker
Commissions
(a)
BROKER
shall be entitled to Commissions on all revenues generated on all transactions
the COMPANY generates from ___________________________ generated by BROKER.
Commissions shall be paid at a rate of ______% on all transactions for as long
as the customer remains with the COMPANY. Commissions are paid to BROKER on or
before five (5) days after the close of each calendar month. If the BROKER
terminates its association with COMPANY, BROKER shall be entitled to receive
commissions for all introductions generated by BROKER. This continuing right to
receive commissions shall apply to ongoing, residual and advance commissions.
3.3 Product
Liability. COMPANY agrees to
protect, defend, hold harmless and indemnify BROKER from claims, losses, costs,
fees, liabilities, damages or injuries, including reasonable legal expenses
(collectively “Loss”), suffered by BROKER arising out of the design,
manufacture, usage, and advertisement of the Products and services, provided
that such indemnity shall not cover any Loss caused in whole or in part by any
acts or omissions of BROKER.
4. Termination
4.1 Automatic
Termination. This Agreement shall
automatically terminate in the event of the assignment for benefit of
creditors, liquidation, dissolution, insolvency or bankruptcy of COMPANY or
BROKER.
4.2 This
Agreement may be terminated by either party upon forty-five (45) days written
notice to the other party. If terminated by COMPANY, BROKER shall continue to
receive commissions, subject to the provisions of paragraph 3.2 (c) above.
5. Miscellaneous.
5.1 Notices. Any notice, request, demand or other
communication required or permitted hereunder shall be in writing and deemed to
be properly given when delivered personally or deposited in the United States
mail, postage prepaid, addressed to the addresses specified on the first page
of this Agreement, as such may be changed from time to time by the parties.
5.2 Entire
Agreement. This Agreement
constitutes the entire agreement between the Parties concerning the subject
matter here of and supercedes all prior agreements related to such subject
matter. Each of the Parties acknowledges
that no other Party or the agent, representative or attorney of such other
Party has made any promises, agreements, covenants, representations, warranties
or other inducements whatsoever either express or implied, written or oral,
concerning the subject matter of this Agreement that is not contained in this
Agreement. This Agreement may be
executed in counterparts, each of which shall be deemed an original, but all of
which shall constitute but one and the same instrument.
5.3 Attorneys'
Fees. If any action at law or
inequity is brought to enforce or interpret the provisions of this Agreement,
the prevailing party shall be entitled to reasonable attorneys' fees and costs
of collection.
5.4 Controlling
Law and Jurisdiction. This Agreement
shall be governed by and construed in accordance with the laws of the
State of ________________, regardless of the laws or rules that might otherwise
govern under the principles of conflicts of laws thereof. The jurisdiction and venue for resolving any
disputes related to this Agreement shall be the state and federal courts in the
county that either of the parties reside chosen by the party that is filing the
dispute. Each party hereby irrevocably
consents to the personal and exclusive jurisdiction and venue of the courts chosen
by the party that is filing the dispute.
5.5 Arbitration.
Any controversy, claim or dispute arising out of or relating to this Agreement,
shall be settled solely and exclusively by binding arbitration in ___{city}____,
__{state}___. Such arbitration shall be conducted in accordance with the then
prevailing commercial arbitration rules of JAMS/Endispute ("JAMS"),
with the following exceptions if in conflict: (a) one arbitrator shall be
chosen by JAMS; (b) each party to the arbitration will pay its pro rata share
of the expenses and fees of the arbitrator, together with other expenses of the
arbitration incurred or approved by the arbitrator; and (c) arbitration may
proceed in the absence of any party if written notice (pursuant to the JAMS'
rules and regulations) of the proceedings has been given to such party. Each
party shall bear its own attorneys fees and expenses. The parties agree to
abide by all decisions and awards rendered in such proceedings. Such decisions
and awards rendered by the arbitrator shall be final and conclusive. All such
controversies, claims or disputes shall be settled in this manner in lieu of
any action at law or equity; provided however, that nothing in this subsection
shall be construed as precluding the bringing an action for injunctive relief
or other equitable relief. The arbitrator shall not have the right to award
punitive damages or speculative damages to either party and shall not have the
power to amend this Agreement. The arbitrator shall be required to follow
applicable law. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT
APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING
HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.
5.6 Severability. If any provision of this Agreement is
invalid, illegal, or unenforceable in any jurisdiction, provided that an
essential purpose of this Agreement would not be defeated, such provision shall
be deemed amended to the extent required to make it valid, legal and
enforceable, and the remaining provisions shall remain in full force and effect
in such jurisdiction and shall not render that or any other provision of this
Agreement invalid, illegal, or unenforceable in any other jurisdiction.
5.7 Assignment
and Successors in Interest. This
Agreement and the rights, interests or obligations hereunder may not be
assigned by either of the parties (by operation of law or otherwise) unless
agreed to in writing by both parties.
5.8 Modifications,
Amendments and Waivers. No amendment, modification or waiver in
respect of this Agreement shall be effective unless
it shall be in writing and signed by both parties.
5.9 Interpretation.
The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement, to be effective as of the date first written above.
[COMPANY NAME]
A
_______________ Company
|
[COMPANY NAME]
A
_______________ Company
|
(1) X_____________________________________
Name:
Title:
AGREED TO AND ACCEPTED ON ____ _______, 2010
|
(2) X_____________________________________
Name:
Title:
AGREED TO AND ACCEPTED ON ____ _______, 2010
|
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