I.The Parties. This Marketing Service Agreement (“Agreement”) made this ________
(“Effective Date”) between:
Company: _____________ (“Company”) with a mailing address of ______________
AND
Affiliate: Haynie Enterprises LLC (“Affiliate”) with a mailing address of 5475 Albany Terrace Way, Westerville Ohio, 43081.
Company and Affiliate are each referred to herein as a “Party” and, collectively, as the "Parties."
The Company accepts the relationship of trust, good faith and fair dealing established by this agreement and shall cooperate with each other in furthering the Company's interests.
II.Referral Business. This Agreement shall be determined by the Affiliate’s ability to provide the Company the following: Marketing referrals (“Referral Business”).
Payment shall be made in accordance with Section XI.
VIII. Payment Method. The Payment shall be made in the following manner:
IX. Exclusivity: (check one)
☐ - Exclusivity. The Affiliate agrees to an exclusive arrangement to provide leads and referrals related to the Referral Business.
☒ - No Exclusivity. This Agreement shall not be construed to be a commitment by either of the Parties to work exclusively with one another regarding referrals of potential new business or any other business activities.
X. Non-Circumvention. The Parties agree that all third (3rd) parties introduced to one another represent significant efforts and working relationships that are unique to, and part of, the work product and intellectual capital. Therefore, without prior written consent the Parties agree to refrain from conducting direct or indirect business dealings of any kind with any third (3rd) party so introduced, with the exception of third (3rd) parties with which either of the Parties previously had a formal business relationship, for a period of three (3) years before the Effective Date of this Agreement.
The Parties agree, in good faith, to host a quarterly open-door meeting to review referrals and discuss opportunities to expand the referral pipeline and to gain feedback regarding referral performance to ensure the highest quality referrals.
XI. Payment Conditions. The Payment shall be made by the Company to the Affiliate seven days (7) after the Company has received payment for the goods or services referred. In scenarios where the Company receives multiple installments over the term of a contract, project or engagement, each installment would initiate a subsequent payment to the Affiliate within seven days (7) after the Company has received payment. If the scope of work changes, reducing or expanding the scope, the referral fee owed to the Affiliate will change accordingly as a percentage of the total. If for any reason the transaction in connection with the referral amount(s) shall be terminated, disputed, or refunded, the referral fee shall be retained by the Company.
For as long as the Company is or will be delivering any support, for any and all projects, to contacts introduced by the Affiliate, the Company shall be obligated to pay the Affiliate as outlined under the above fee schedule, on a project by project basis, whether or not the Affiliate continues to be directly involved in any business negotiations or business matters between any such contact and the Company, and whether this agreement between the parties has been terminated or remains intact for a period of five years. Any and all fee payment obligations by the Company shall remain in effect for a period of five years after any such contact introduced by the Affiliate for any and all subsequent projects.
XII. Confidentiality. The Parties acknowledge that the existence and the terms of this Agreement, and any oral or written information exchanged between the Parties in connection with the preparation and performance of this Agreement, are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third (3rd) parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by any employee, officer, staff, affiliates, or other agents by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive this Agreement for a period of the maximum allowed under State and Federal law.
XIII. Governing Law. This Agreement shall be governed by and construed in accordance with the laws in the State of Texas, Florida, Georgia & Alabama.
XIV. Severability. In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, shall be considered invalid. XV. Additional Terms & Conditions. _______________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________
XVI. Entire Agreement. This Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings, and negotiations between the Parties.
XVII. Mediation. In an effort to resolve any conflicts that arise during duration of the agreement or following the completion of the Project, the Affiliate and Company agree that all disputes between them arising out of or relating to this Agreement, or the Project shall be submitted to nonbinding mediation.
The Parties and VB Homes of Texas further agree to include a similar mediation provision in all agreements with independent contractors and consultants retained for the Project and to require all independent contractors and consultants also to include a similar mediation provision in all agreements with their subcontractors, subconsultants, suppliers and fabricators, thereby providing for mediation as the primary method for dispute resolution among the parties to all those agreements.
Signed and agreed to by the Parties of this agreement:
Company Name: ________________________________________________________
