What is the name of your state (only U.S. law)? Arizona
Number 4 in contract "Taxes", is an area I'm uncertain about. Am I correct understanding that I would have to pay taxes to sell to them? Are there any other areas that seem questionable?
If someone could advise me on this as soon as possible, I would sincerely appreciate it.
This Agreement (“Agreement”) is made by and between XXX a Nevada limited liability company (“Buyer”), and XXX (“Seller”), . This Agreement is effective as of the date executed by the last party.
Buyer is in the business of purchasing from sellers, such as Seller, certain unused rewards points issued with respect to frequent flier, customer loyalty and credit card use, and other similar programs (“Products”), and reselling such Products. Seller has offered to sell and transfer to Buyer, and Buyer has offered to purchase and accept from Seller, the Products described below, on the terms and conditions of this Agreement.
Therefore, for good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows.
1. Sale of Products. Seller sells and transfers to Buyer, and Buyer purchases and receives from Seller, the following products (the “Products”) along with all necessary PINs, codes, etc.:
2. Price. Buyer shall pay to Seller the price set forth below (the “Purchase Price”) for the Products Seller is selling to Buyer under this Agreement.
3. Representations and Warranties. By executing this agreement, Seller represents and warrants to buyer that to the best of Seller’s knowledge, the products after their sale and delivery to Buyer will be honored by the issuer or any other person to whom they may be presented for redemption pursuant to the terms of the program under which they were issued.
4. Taxes. Seller shall be responsible for any taxes it may owe with respect to the sale of the Products under this Agreement, and shall remit the correct amounts to the appropriate taxing authorities. For purposes of the foregoing, “taxes” means all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with the sale of Products under this Agreement. Seller shall defend, hold harmless and indemnify Buyer from and against all such taxes payable by Seller.
5. Indemnity. Seller shall indemnify, defend and hold harmless Buyer and its officers, directors, employees and agents (each an “Indemnified Party”), promptly upon demand, from and against all losses, claims, demands, actions, suits, prosecutions and other proceedings (collectively “Claims”) incurred by any Indemnified Party, and shall pay all resulting damages, liabilities, penalties, judgments, settlements, expenses (including reasonable attorneys’ fees, court costs, investigative costs and settlements) (collectively, “Losses”), arising out of or relating to the breach by Seller of its representations and warranties under this Agreement.
6. Term and Termination. This Agreement becomes effective when it has been executed by both parties and shall continue in force until the Products purchased by Buyer under this Agreement have been re-sold by Buyer to a third party purchaser and thereafter used by such purchaser. If Seller wishes to sell additional Products to Buyer, the parties shall execute and deliver a separate agreement for each such additional transaction. Sections 4, 5 and 6 shall survive the termination or expiration of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date of set forth below their respective names.
Number 4 in contract "Taxes", is an area I'm uncertain about. Am I correct understanding that I would have to pay taxes to sell to them? Are there any other areas that seem questionable?
If someone could advise me on this as soon as possible, I would sincerely appreciate it.
This Agreement (“Agreement”) is made by and between XXX a Nevada limited liability company (“Buyer”), and XXX (“Seller”), . This Agreement is effective as of the date executed by the last party.
Buyer is in the business of purchasing from sellers, such as Seller, certain unused rewards points issued with respect to frequent flier, customer loyalty and credit card use, and other similar programs (“Products”), and reselling such Products. Seller has offered to sell and transfer to Buyer, and Buyer has offered to purchase and accept from Seller, the Products described below, on the terms and conditions of this Agreement.
Therefore, for good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows.
1. Sale of Products. Seller sells and transfers to Buyer, and Buyer purchases and receives from Seller, the following products (the “Products”) along with all necessary PINs, codes, etc.:
2. Price. Buyer shall pay to Seller the price set forth below (the “Purchase Price”) for the Products Seller is selling to Buyer under this Agreement.
3. Representations and Warranties. By executing this agreement, Seller represents and warrants to buyer that to the best of Seller’s knowledge, the products after their sale and delivery to Buyer will be honored by the issuer or any other person to whom they may be presented for redemption pursuant to the terms of the program under which they were issued.
4. Taxes. Seller shall be responsible for any taxes it may owe with respect to the sale of the Products under this Agreement, and shall remit the correct amounts to the appropriate taxing authorities. For purposes of the foregoing, “taxes” means all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with the sale of Products under this Agreement. Seller shall defend, hold harmless and indemnify Buyer from and against all such taxes payable by Seller.
5. Indemnity. Seller shall indemnify, defend and hold harmless Buyer and its officers, directors, employees and agents (each an “Indemnified Party”), promptly upon demand, from and against all losses, claims, demands, actions, suits, prosecutions and other proceedings (collectively “Claims”) incurred by any Indemnified Party, and shall pay all resulting damages, liabilities, penalties, judgments, settlements, expenses (including reasonable attorneys’ fees, court costs, investigative costs and settlements) (collectively, “Losses”), arising out of or relating to the breach by Seller of its representations and warranties under this Agreement.
6. Term and Termination. This Agreement becomes effective when it has been executed by both parties and shall continue in force until the Products purchased by Buyer under this Agreement have been re-sold by Buyer to a third party purchaser and thereafter used by such purchaser. If Seller wishes to sell additional Products to Buyer, the parties shall execute and deliver a separate agreement for each such additional transaction. Sections 4, 5 and 6 shall survive the termination or expiration of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date of set forth below their respective names.
