Network Associate Agreement
AGREEMENT between Complus Inc. (“COMPLUS” or “Administrator”) an Illinois Corporation with its principal place of business at 9500 S. Vanderpoel Ave., Chicago, Illinois 60643-1228 and
("Associate") - ______________________________________
Address - ______________________________________
_______________________ ____ _________
Telephone - _____-_____-_________ Tax ID # - _____________________
PARTIES – COMPLUS, among its various business activities, is engaged in the business of administering a network group of persons and businesses for the purpose of finding new work for those wanting to receive these leads and referrals. An “Associate” may be a “Finder” or “Recipient,” or both. “Finders” are those persons and businesses who provide leads and referrals to new customers. “Recipients” are those persons and businesses who will deliver goods or perform services to those customers. COMPLUS, in addition to being “Administrator” for the group, may be a “Finder” for other group members or a “Recipient” for its own other business activities. All relationships are non-exclusive. There will be no multi-layer structure.
RELATIONSHIP BETWEEN THE PARTIES –
Associates are independent contractors and shall owe no duty to COMPLUS except to abide by the terms of this Agreement. All Parties agree that they shall not be considered as having an employee status with any other Party.
COMPENSATION FOR LEADS AND REFERRALS -
Recipient will specify the conditions and amounts for his compensating Finders before a lead is given to Recipient. Finder shall have the sole right to choose the Recipient of any lead. Delivery of a lead from Finder to Recipient constitutes acceptance by Finder of the conditions for payment specified by Recipient. In general, compensable leads are to new customers or for new business. Details will be specified by Recipient. Compensation is due from Recipient to Finder when customer pays Recipient. Recipient shall disburse all funds for Finders to Administrator as the clearinghouse for distribution to all appropriate parties. Administrator may allow sufficient time for Recipient’s payment to be collected funds before disbursing proceeds to Finders. Finders may request audits of Recipients’ sales records or Administrator’s clearinghouse records.
OBLIGATIONS OF FINDERS -
Finders shall agree
- To be paid for results, not for just activity.
- To make no private deals with Recipients.
- To notify Administrator of referrals of leads to Recipients.
- To be responsible for all taxes, if any, resulting from payments from Recipients.
- To pay for audits requested of Recipients’ sales records or Administrator’s clearinghouse records.
OBLIGATIONS OF RECIPIENTS -
Recipients shall agree
- To predetermine the conditions and amounts to pay Finders for leads.
- To pay for the successful results from Finders referrals.
- To make no private deals with Finders.
- To notify Administrator of receipt of referrals of leads from Finders.
- To report progress of business development to Finders and to Administrator.
- To make timely payments to Administrator of money owed to Finders.
- To allow audit of its sales records, if requested by Administrator on behalf of a Finder.
OBLIGATIONS OF ADMINISTRATOR -
Administrator shall agree
- To track referrals of leads from Finders to Recipients
- To be the clearinghouse for paying amounts owed by Recipients to Finders.
- To allow audit of its clearinghouse records, if requested by a Finder.
Administrator shall not be a guarantor for the performance of any other party.
COMPENSATION TO ADMINISTRATOR -
The group Administrator shall be paid 10% of the gross amount paid by Recipients to Finders. These amounts will be withheld from Recipients payments to Finders during the clearinghouse process.
NON-AUTHORITY OF PARTIES TO CREATE LEGAL OBLIGATIONS –
All parties acknowledge and agree that they have no authority to bind contractually any other party or to make oral or written representations which might tend to create any legal obligations on behalf of any other party.
LICENSES AND TAXES –
All parties are independent contractors. It is the obligation and responsibility of each party, individually, to obtain whatever licenses or permits are required to participate in this agreement. It is further the obligation and responsibility of each party, individually, to file any and all required federal, state or local tax returns applicable to their participation in this agreement.
PERFORMANCE GUIDELINES –
There are no quota performance requirements for Finders to stay in the group. The parties agree that the following performance guidelines in no way substantially direct, limit or restrict Finders’ or Recipients’ independence of thought or action regarding service to customers or to each other, and thereby do not affect their independent contractor status. All parties acknowledge and agree with these performance guidelines.
- Recipients shall not pay any money directly to Finders. Payments from Recipients shall be made payable to “COMPLUS Inc.” who will in turn disburse proceeds to all appropriate parties. Acceptance by a Finder of any payment payable to it from a Recipient without permission in advance from Administrator shall be considered a fraudulent conversion.
- No party shall undertake any activity where there is even the appearance of conflict of interest with a previously existing relationship of the respective party. If there is any doubt, issues must be disclosed to affected parties.
- No party shall commit any criminal offense.
- No party shall engage in any act of professional misconduct.
- No party shall engage in any practice which is inconsistent with ordinary, reasonable, common sense rules of business or personal conduct.
Finders and Recipients hereby acknowledge that violation of these or other performance guidelines, that may from time-to-time be in force, may result in consequences adverse to them, up to and including immediate termination of the this Agreement by COMPLUS, in its sole discretion, for even a first offense.
TERMINATION - This Agreement shall continue in force until it is terminated. This Agreement may be terminated by either COMPLUS or Associate without requirement for giving any reason by giving notice to the other in accordance with notice procedures. Notice by either party of its desire to revise compensation rates is not by itself notice of termination of this agreement. No matter for what reason the agreement is terminated, Recipients shall pay Finders for all leads for which a customer pays under the terms of this Agreement for one year following date of termination.
RESTRICTIONS ON COMPETITIVE BEHAVIOR –
Following termination of this agreement with an Associate, all other group members will not give leads to or receive leads from the terminated party with the intent exchanging compensation for a period of two (2) years following the date of termination of the Agreement with that Associate.
LIQUIDATED DAMAGES - The Parties acknowledge and agree that if an Associate were to become a full-time employee, agent or independent contractor of any other Associate, the departing Associate therefore agrees to pay COMPLUS liquidated damages in the amount of $5,000 as compensation for the injury to COMPLUS. Associate further agrees and understands that it would be impossible to ascertain or estimate the entire or exact loss, damage or injury which COMPLUS may sustain by reason of such unauthorized engagement. An Associate who hires another Associate is primarily liable to pay the $5,000 Liquidated Damages for hiring that Associate under the terms of its own agreement with COMPLUS; therefore, in such case COMPLUS agrees not to pursue collection from departing Associate unless all legal efforts to collect the $5,000 from the hiring Associate have been unsuccessful for at least one year. In the case of breach of this Agreement, COMPLUS shall not be precluded from choosing, prioritizing, exercising or waiving this or any other rights it may have in law or equity.
ARBITRATION OF DISPUTES - Disputes between Finders and Recipients will be presented to the Administrator for adjudication. In general, disputes are likely to be resolved in favor of Finder. Administrator’s decisions shall be final and binding on all parties. Claims against Administrator arising out of and under this Agreement which cannot be settled by more amicable means shall be submitted to the American Arbitration Association. Arbitration shall be held in Chicago, Illinois, unless the parties otherwise mutually agree. The arbitration proceedings shall be conducted in accordance with the rules of the American Arbitration Association which are then in effect. The decision of the Arbitrator shall be final and binding on all Parties. Judgment may be entered upon the award in any State or Federal Court. A copy of this clause shall be sufficient authority to enter judgment.
PREVAILING PARTY - The prevailing party shall be entitled to reimbursement of reasonable attorney fees by the non-prevailing party.
WAIVER OF BREACH - The waiver by either Party of any breach by the other of a provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. To be valid a waiver must be in writing and signed by the Party who is excusing the breach. No waiver of any provision of or default under this Agreement shall affect each Party's right to enforce such provision or to exercise any right or remedy in the event of any other default, whether or not similar.
NOTICE - Any notice given under this Agreement shall be sufficient if in writing and sent with delivery confirmed by fax, messenger, or certified or registered prepaid mail to COMPLUS or Associate at their respective addresses set forth in the introductory paragraph of this Agreement or to such other address as they from time to time designate.
APPLICABLE LAW - This agreement is being accepted in the State of Illinois and shall be construed and enforced in accordance with the laws of the State of Illinois.
JURISDICTION AND VENUE - The parties accept jurisdiction as appropriate in State or Federal Court and venue in Chicago, Illinois.
ENTIRE AGREEMENT - This is the entire Agreement and understanding between the Parties. No amendment, modification or alteration of any of the terms and conditions shall be binding unless reduced to writing and signed by both Parties.
DIVISIBILITY - The invalidity or unenforceability of any provisions shall in no way affect the validity or enforceability of any other provision.
HEADINGS - Paragraph headings are inserted for convenience only and shall not constitute a part of the Agreement.
EFFECTIVE DATE - This agreement shall become effective on the date below written.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of
COMPLUS INC. __________________________________
Associate Name (Printed)
Adrian W. Hollander, President Signature
© Adrian W. Hollander