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sample contract

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N

nasser

Guest
Dear Sir,Madam;
May I ask you to take time and give your profesional advise on the following contract which as a new business I want to sign with an agent.
Please make any changes, or add whatever you think is needed to be injected in this contract.

Regards,

Nasser

Standard Terms and Conditions

THIS AGREEMENT is made by and between

XXxxx, a corporation organized under the laws of the ----- -------(the "Company")

and

Mr. Brent Mondoux, a professional marketeer acting under the laws of Canada (the "marketing agent"), effective as of the date set forth below.


The parties agree as follows:

The marketing agent should not disclose any contractual or operational techniques of the company to any third party; and should treat the information with, at least, the same degree of care as it would preserve its own confidential information; and should only disclose the information to those of its employees who have a need to know and shall ensure that such employees are under a similar obligation of confidentiality.
The company should not disclose any contractual or business related information of the marketing agent to any third party; and should treat the information with, at least, the same degree of care as it would preserve its own confidential information; and should only disclose the information to those of its employees who have a need to know and shall ensure that such employees are under a similar obligation of confidentiality.
On termination of the contract all confidential information held by the Receiving Party shall be returned to the Disclosing Party.

2. Workflow
The marketing agent will provide an order form and initial project requirements to the company whereupon the Company will present its development proposal to the end user, retailer or distributor. The company will include timescales for product deliveries to the end user, retailer or distributor, etc.
The marketing agent is not authorized to sign any contracts or agreements on behalf of the company. All sales or agreements with end user, retailer and distributor are final and legally binding when and only when signed by a company’s authority.
3. Intellectual Property Rights
All code, techniques, processes and procedures developed by the company shall remain the property of the company and no transfer of ownership is granted or implied. On termination of the contract, the company reserves the right for all code, techniques, processes and procedures to be returned to the Company.

The marketing agent will treat all code, techniques, processes and procedures furnished by the Company as commercially confidential material.
4. Payment Terms
Company will provide 6 percent commission on the profit generated by the marketing agent’s activities (winning auctions, signing in new customers, resellers, distributors…) upon receiving the funds from the contracting company, end-user, reseller, distributor…)
Commission payments will be made on or before the last day of the month following the date product or service has been paid for. These commissions are the sole payment for services under this Agreement.
Marketing agent understands that he is an independent contractor, and not an employee, nor franchisee for Infotech, and, as such, is responsible for all Federal, State and local taxes, Self-employment tax, Social Security, Unemployment, and any other taxes which may arise out of this Agreement. The marketing agent is not eligible for any employee benefit programs under this agreement, including but not limited to, leave of any type, unemployment or disability compensation, retirement, health care or death benefits.
Any misrepresentation regarding Infotech Software Ltd. rates, services, and/or marketing materials will be cause for immediate termination of this Agreement. If marketing agent is terminated for misrepresentation or malfeasance, Infotech Software Ltd forward will forfeit all commissions from the termination date.
5. Contract Term
The service runs for a minimum of two (2) quarters. Thereafter the contract will continue on a rolling quarterly basis. Contract re-negotiation (including termination) can take place by giving 30 days written notice prior to the start of the following quarter.
The Company and/or marketing agent shall have the right to terminate the agreement for whatever reason during the first quarter of the contract by giving 30 days notice.
On termination of the contract all intellectual property, documentation, software and techniques shall be returned to the Company. All confidentiality clauses shall remain in force.
6. Force Majeure
The Company shall not be liable for any loss or damage including consequential loss from the failure wholly or in part to fulfill the terms of the contract by reason of any circumstances falling within the term "force majeure", including without prejudice to the generality of the term, strike, lock-out, trade dispute, fire, drought, flood, bad weather, interruption of transport, restriction by Government or other competent authority, destruction or damaging of premises, plant or machinery failure, or shortage of power supplies, inability to obtain adequate supplies or facilities of any kind or adequate alternatives.
7. Entire Agreement
The company’s terms and conditions ("conditions") are set out below to the exclusion of all other conditions. No additions to or variations of these conditions will bind the company unless it is specifically agreed in writing and signed by a director or secretary of the company. No agent or person employed by or under contract with the company has authority to alter or vary in any way these conditions except as stated above.
Of these conditions so varied then subject to the express terms of such variation these conditions shall continue to apply mutatis mutandis as if such variation were incorporated herein. If any document placing an order on the company includes or refers to other conditions of contract then no account shall be taken of such other conditions.
8. Settlement of Disputes
Any disputes of a technical nature arising during the performance of the contract should follow a process of complaint and escalation. The initial complaint should be initiated with technical personnel directly responsible for the marketing agents support. If no satisfactory remedy can be achieved the complaint should be escalated to the marketing agents assigned contract manager. If no resolution can be achieved at this level the complaint should be taken to the board level sponsor.
Any dispute of a technical nature, where the parties are unable to reach an agreement at board level, shall be referred for determination by a member of (the name of proper organisation and ….) as an adjudicator who shall act as an expert not an arbitrator; appointed by agreement of the parties or failing such agreement appointed by the president for the time being of the ( the name of the organisation…). Adjudication reached by the Expert Witness shall be final and binding on the parties.
9. Jurisdiction
If any legislation is compulsorily applicable to any business undertaken, these conditions shall as regards such business be read as subject to such legislation and nothing in these conditions shall be construed as a surrender by the company of any rights or immunities or as an increase of any of its responsibilities or liabilities under such legislation or if part of these conditions be repugnant to such legislation to any extant such part shall as regards such business be void to that extent but no further.
All agreements between the company and its marketing agents shall be construed and governed by the Law of the state of NY.
10. Offers and Quotations
All offers and quotations by the company are given on the basis of prompt acceptance by the prompt acceptance of retailer, end user, distributor, etc. There is no charge for a quotation, which is acceptable, but the company reserves the right to make a charge where it has been involved in consultancy work and the quotation is not accepted.
In the case of other than the US stock orders no order shall be binding unless confirmed by the company on its acknowledgement of order form.

11. Limitation of Liability
The company shall carry out the contract with reasonable care and skill, and shall in relation to its carrying out not be liable (whether in contract, tort or otherwise) for any loss or damage of whatsoever nature (including indirect or consequential loss or damage) suffered by the marketing agent whether arising from any act, default or neglect on the part of the company, or its employees, to the extent of the greater of:
(a) The value of the work carried out by the company, or
(b) The amount (if any) the Company is entitled to claim under the terms of any insurance policy in force at the time.
12. Access and Security
The marketing agent must provide sufficient access both via electronic means (e.g. telephone dial-in) and physical access to the system and its equipment to allow the contract to be fulfilled. The company shall comply with the normal access procedures determined by the marketing agent. The marketing agent shall not hold the company at fault where these access procedures hinder the normal or exceptional performance of the company’s obligations.
13. Additional Charges and Expenses
Additional charges will be made for all services performed by the Company, at the specific request of the marketing agent, outside of the terms of the contract. These services, when performed on-site, will attract additional charges.
14. Notices
All notices required or permitted to be given under the contract shall be in writing and sent by facsimile or e-mail to the company or the company’s representative responsible for liaison at the _company’s normal working address. The company should send a notification of receiving that notice by fax or e-mail to marketing agent.



Signed by: ______________________ Signed by: ___________________
Name: Name:
Title: Title:
Date: Date




 



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