THIS AGREEMENT is entered into as of ____________, between __________________ (“VAR") and Telarus, Inc., a Delaware Corporation ("Corporation").
WHEREAS, Corporation is in the business of reselling telecommunications services to individuals and businesses throughout the United States, and
WHEREAS, VAR is interested in providing leads for such services, in accordance with the terms of this Agreement, and
WHEREAS, Corporation desires to accept and close leads received from VAR subject to the terms and conditions contained in this Agreement;
In consideration of the mutual covenants set forth in this Agreement, the parties agree as follows:
1. Agreement
This Agreement consists of the Authorized Sales Lead Agreement and any exhibits, addenda or other attachments signed by both parties.
2. Authorization and Duties
VAR is authorized to represent itself as a partner of the Corporation. VAR will make reasonable efforts to market Corporation's services and to provide sales leads for dedicated voice and data services to Corporation.
3. Promotional Materials
VAR will use only those promotional materials which Corporation has approved. VAR may use the names of Corporation’s service providers without permission; however logos require the consent of Corporation. The parties agree that this provision shall extend to Web Sites and Web Pages on which a Corporation service mark or trademark appears or which offer or describe Corporation services.
4. Compensation
As compensation for VAR's services, Corporation will pay to VAR commissions on Billed Services of closed accounts resulting from VAR’s leads. Billed Services include service fees only. Commissions are not paid on tax, fees, and loop charges. Commissions shall be paid as listed on VAR’s back office at www.telarusagent.com in the commission section.
5. Offset from Compensation
For as long as commissions are payable to Contractor pursuant to this Agreement, Corporation reserves the right to offset compensation payable to Contractor pursuant to this agreement as follows:
a. Corporation reserves the right to offset compensation otherwise payable to VAR by the amount not remitted to Corporation by Corporation’s Service Providers, however, VAR will receive a pro rata share of any commissions recovered from Service Provider should such an event take place.
b. Compensation to VAR will cease if VAR becomes insolvent, majority ownership changes hands, or VAR attempts to assign its rights in commission to another party without the consent of Corporation, which Corporation will not unreasonably withhold..
6. Indemnification
Corporation will indemnify, defend and hold harmless VAR from and against any and all claims, demands, actions, damages, losses, assessments, charges, liabilities, costs and expenses including without limitation, interest, penalties' and attorneys fees which at any time may be asserted against or suffered by him or her, directly or indirectly, which arise out of Corporation’s conduct in the performance of its duties hereunder.
VAR will indemnify, defend and hold harmless Corporation, including all its officers, directors, employees, agents and affiliates harmless from and against any and all claims, demands, actions, damages, losses, assessments, charges, liabilities, costs and expenses including without limitation, interest, penalties' and attorneys fees which at any time may be asserted against or suffered by any or all of them, and which arise solely as a result of VAR’s negligence in the performance of his or her duties hereunder.
7. Limitation of Liability
Corporation shall have no responsibility for the payment or withholding of taxes in connection with any commissions due hereunder.
8. Trade Secrets
The Parties expect that each of them, in the course of rendering services to the other pursuant to this agreement, may have access to information relating to the other Party’s financial plans, techniques and processes, customers, proprietary know-how or marketing plans. All such information and this Agreement are trade secrets that the Parties shall not disclose directly or indirectly, or use in any manner, either during the term of this agreement or at any later time except as required in the course of the Parties’ performance of this agreement or as required by law.
9. Term and Termination
The term of this agreement shall be for one year commencing on the date first written above and shall be renewed automatically thereafter for succeeding terms of one year unless terminated as follows:
a. Corporation or VAR may terminate this agreement for any reason upon thirty days notice prior to next scheduled renewal date.
b. Corporation may terminate this agreement immediately in the event VAR materially misrepresents any policies or offerings of Corporation or breaches this contract.
c. Corporation will no longer pay commissions to VAR if termination is based on item 9. (b).
10. Attorneys Fees
If any action is brought to enforce or interpret the provisions of this agreement, the prevailing party will be entitled to reasonable attorney’s fees in addition to any other relief to which the party may be entitled.
11. Entire Agreement.
This agreement supersedes any and all agreements, both written and oral, between the parties with respect to the rendering of services by VAR for Corporation, and contains, together with any attachments hereto, all of the covenants and agreements between the parties with respect to the rendering of these services in any manner whatsoever. Each party acknowledges that no inducements, promises, or agreements, written or oral, have been made by either party that are not embodied in this agreement. Any modification or waiver of any term or condition of this agreement is effective only if it is in a written addendum attached hereto, signed and dated by both parties.
12. Waiver
The terms, covenants, representations and warranties of this Agreement may be waived only by a written instrument executed by the Party waiving compliance. The failure of either Party at any time to require performance of any provision hereof shall, in no manner, affect the right at a later date to enforce the same. No waiver by either Party of any breach of any term, covenant, representation or warranty contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be construed as a further or continuing waiver of any such breach, or the breach of any other term, covenant, representation or warranty of this Agreement.
13. Governing Law; Venue
. The laws of the State of Utah will govern the validity and construction of this agreement and of the rights and duties of Corporation and VAR. Jurisdiction and venue of any suit or action arising out of this agreement or the performance rendered by either party pursuant to this agreement shall lie only in Salt Lake County, Utah and Corporation and VAR, by execution of this Agreement, irrevocably consent to the personal jurisdiction of any federal or state court of such venue.
14. Non-Assignability
No whole or partial assignment of this agreement or of any right, duty or obligation of performance arising under it may be made without the prior written consent of the non-assigning party. Notwithstanding the foregoing, (ii) Corporation may assign, without the consent of VAR, its rights and obligations under this Agreement to any of its Affiliates, successors through merger, or acquirers of substantially all of its assets.
15. Independent Contractor
Nothing in this Agreement shall constitute a Party as legal representative or agent of the other Party having the right or authority to assume, create or incur liability or any obligation of any kind, express or implied, against or in the name or on behalf of the other Party. Neither Party nor anyone employed by either Party shall be considered an agent of the other Party for purposes of Unemployment or Worker’s Compensation coverage, the same being hereby expressly waived and excluded by the parties hereto.
WHEREFORE, the parties have caused this Agreement to be executed by their authorized
representatives.
TELARUS, INC VAR
By: ____________________________ By: _____________________________
Name:__________________________ Name:___________________________
Title: ___________________________ Title: ____________________________
Date: ___________________________ Date: ____________________________
Address:__________________________
___________________________
Phone:____________________________
Please fax back to 877-668-2268