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MARKETING REPRESENTATIVE AGREEMENT
1.0 PARTIES. This Marketing Representative Agreement (“Agreement”) is entered into between Financial Lock and the Marketing Representative (“Marketing Representative”).
2.0 MARKETING SERVICES. Marketing Representative shall identify persons, companies, associations and other business entities to which Marketing Representative will market the services and products offered by Financial Lock programs enrollment information shall be timely submitted to Financial Lock in accordance with published procedures. In the event of breach of this provision, and in addition to any other remedies in law or equity provided by this Agreement, Financial Lock, at its sole and exclusive discretion, shall be entitled to immediately terminate this agreement, in accordance with Section 9.0.
3.0 COMMISSIONS. Each individual who is enrolled in a Financial Lock Program by Marketing Representative is referred to herein as a “Member.” Commissions will be paid to Marketing Representative for each Member according to this agreement, which is made a part hereof by this reference. Commissions earned on the sale of Financial Lock programs. Shall only be paid for current fully paid Members in Financial Lock programs. Commissions will be paid according to their existing commission rates for the entire time such Member remains enrolled as a current fully paid member. However, Financial Lock reserves the right to change the commission structure on all new business upon (30) day’s written notice. All commissions from current fully paid clients will be paid through the anniversary enrollment date of each Member.
A. REFUNDS AND COMMISSION OFFSETS. There will be circumstances where Member refunds are necessary due to dissatisfied Members or cancelled, lost or stolen credit cards. In such events, the parties agree to absorb their respective shares, based on the compensation stated commission. (For example, if the retail price is $14.95 and Marketing Representative receives a $2.00 commission and Financial Lock receives $12.95, Marketing Representative’s offset is the commission of $2.00 and Financial Lock .s offset is $12.95. Financial Lock will withhold the commissions paid from the next due standard commission payments to Marketing Representative.
4.0 COMMISSION PAYMENT. Financial Lock Shall pay enrollment commissions on a monthly basis to Marketing Representative not later than (30) days after Financial Lock have received full Member payment (and cleared Financial Lock bank) for the sale of Financial Lock programs. A non-commissionable policy fee of 5% is applied to all premium payments received Commissions due Marketing Representative will accumulate month-to-month until the sum due equals $100.00 or more. A Commission Report shall accompany each commission payment made to Marketing Representative once the commission to be paid is $100.00 or more.
5.0 MARKETING INFORMATION. Financial Lock shall keep Marketing Representative informed concerning its capabilities, capacity, and services (collectively “Services”). Marketing Representative shall not represent, warrant, or imply that Financial Lock services or Financial Lock programs are other than as provided in written materials that Financial Lock provide to Marketing Representative from time to time. Marketing Representative, on its own behalf and on behalf of all agents, brokers and sub-contractors of any nature, further agrees that any and all materials provided by Financial Lock. regardless of reproduction format, including electronic distribution, shall not be amended or altered in any manner whatsoever, without first having obtained the prior written approval of Financial Lock. In particular, and without exception, the name, likeness, image photographs, words and appearance of any celebrity participant shall not be altered or amended in any manner whatsoever for use in any reproduction or media, electronic or otherwise. In the event of breach of this clause, and failure to prove to Financial Lock satisfaction that a cure is taking place within five (5) days after being informed of the breach, and if the breach is not fully cured within thirty (30) days of receipt of written notice of the breach, [Financial Lock shall be entitled to immediately terminate this agreement, such termination being effective upon delivery of notice of termination to Marketing representative.
A. DESIGN AND PRINT OF MARKETING LITERATURE AND COSTS. Regardless of chosen media, including electronic delivery, Marketing Representative shall design, print and deliver to all third parties, at the sole cost of Marketing Representative, all appropriate literature explaining the benefits, terms and conditions of [Financial Lock programs. Any design changes outside of the basic design materials provided by [Financial Lock must be first approved, in writing, by Financial Lock.
6.0 INDEPENDENT CONTRACTOR. Nothing in this Agreement shall be construed or be deemed to create a relationship between Financial Lock and Marketing Representative of employer and employee, principal and agent, or any relationship other than one of independent parties contracting with each other for the sole purpose of carrying out the provisions of this Agreement. Marketing Representative shall be responsible for Marketing Representative’s overhead, salaries, expenses, taxes, and other costs of doing business. Marketing Representative shall have no authority, and shall not attempt to: (1) act for Financial Lock, (2) commit Financial Lock other than the sales of Financial Lock programs in accordance with agreed terms, scripts and procedures), or (3) alter, waive or change any of the terms, rates or conditions of Financial Lock policies or contracts in any manner whatsoever.
7.0 CONFIDENTIAL INFORMATION. In connection with this Agreement, each party will have access to various trade secrets and confidential information of the disclosing party, including, without limitation, information concerning the operation, finances, pricing, and client and prospect lists of the disclosing party (“Trade Secrets”). Each party agrees not to cause or permit the disclosure, reproduction, use, transfer, or dissemination of any information concerning or related to the Trade Secrets of the disclosing party hereto to any third party except in connection with the performance of this Agreement, without the prior written consent of such other party. Each party agrees to use its best efforts to protect the Trade Secrets of the disclosing party in a manner consistent with which the recipient party protects its most confidential business information.
Each party further agrees that if it breaches any provision of this Section 7.0, the other party would not have an adequate remedy at law, and such other party would be entitled to injunctive relief against the breaching party. Notwithstanding anything set forth herein to the contrary, no information shall be considered Trade Secrets, which (a) is or becomes publicly known through no wrongful act of receiving party hereunder, (b) is received by the receiving party hereunder from a third party without an obligation of confidentiality and without breach of this Agreement, (c) is independently developed by the receiving party hereunder and the receiving party can reasonably substantiate the development occurred before disclosure or was independently developed, or (d) is approved for release by the written consent of the disclosing party.
The provisions of this Section 7.0 shall survive for three years after termination of this Agreement.
8.0 REMEDIES. All remedies available to the parties under this Agreement are cumulative and may, to the extent permitted by law, be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed to be an election of such remedy or to preclude the exercise of any other remedy. No failure on the part of any party to exercise, and no delay in exercising, any right or remedy under this Agreement shall operate as a waiver of such right or remedy to be exercised in the future.
9.0 TERMS AND TERMINATION. This agreement shall be effective as of the electronic acceptance via the agent application process and will remain in effect until terminated by either: (1) either party upon 30 (thirty) days prior written notice to the other party, or (2) by Financial Lock upon notice of breach of any material provision on this Agreement, including Sections 2.0, 5.0 (with provisions of cure), and 7.0 of this Agreement. Termination shall be effective upon delivery to Marketing Representative.
10.0 COMMISSION IN CASE OF TERMINATION. In the event of termination under Section 9.0, Marketing Representative shall receive commissions from Financial Lock. in accordance with the Commission Schedule, for each current fully paid membership for so long as the membership remains current and fully paid.
11.0 INDEMNIFICATION. With respect to third party claims, Financial Lock and Marketing Representative shall indemnify and hold each other, their directors, officers, employees, agents, and parent, subsidiary, and affiliated corporations harmless from and against any and all claims, liabilities, losses, or damages including reasonable attorneys’ fees, resulting from or arising out of Financial Lock’s or Marketing Representative’s negligent omissions, negligent performance or non-performance of its obligations under this Agreement, Financial Lock or Marketing Representative’s gross or willful misconduct, or Marketing Representative’s breach of the non-solicitation, marketing or confidentiality obligations described in Sections 2.0, 5.0, and 7.0 of this Agreement.
12.0 SEVERABILITY. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated as a result of such decision.
13.0 NOTICES. Any notice required or permitted to be given pursuant to this Agreement shall be in writing and either shall be personally delivered or sent by registered or certified mail with the United States Postal Services, return receipt requested, postage prepaid, or by recognized overnight courier service, addressed to such party at the following address or such other address as may be provided in writing to the other party:
Financial Lock, MARKETING REPRESENTATIVE:
1152 East Long Lake Rd
Troy, MI 48085
If sent by registered or certified mail, return receipt requested, such notice (including without limitation a termination notice under Section 9.0) shall have been deemed to have been delivered to the party to whom it was addressed on the third business day after the day on which it was mailed to such party at such address.
14.0 INTEGRATION. As to the subject matter of this Agreement, Financial Lock and Marketing Representative expressly agree the terms of this Agreement comprise the entire Agreement between the parties and that no other Agreement or understanding, oral or otherwise, exists between the parties at the time of execution hereof. This Agreement supersedes all prior oral and written marketing agreements between the parties. This Agreement shall not be subject to rescission, modification, or waiver except as defined in a subsequent written instrument, executed by authorized representatives both parties, and as specifically provided by the terms of this Agreement.
15.0 ASSIGNMENT. This Agreement, and any duty or obligation of performance hereunder, may not be assigned, in whole or in part, by either party without the prior written consent of the other party; such consent shall not be unreasonably withheld. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, representatives, successors, and permitted assigns.
16.0 WAIVER. The waiver by either Financial Lock or Marketing Representative of one or more terms, defaults or breaches of this Agreement by the other shall not be construed to operate as a waiver of any subsequent terms, defaults or breaches.
17.0 COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement. The headings and section titles contained herein are for convenience only and shall not affect the meaning of, or be used to construe, the remainder of this Agreement.
18.0 GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the State of named corporation.
19.0 MEDIATION/ARBITRATION CLAUSE. Any dispute that arises between the parties as a result of this agreement, or subsequent documents or agreements, shall be resolved in mediation by an independent mediator chosen by the parties. The mediation shall occur in the county of the named corporation. If a dispute is not resolved by mediation, the parties agree to utilize binding arbitration in accordance with the rules of the American Arbitration Association. The parties agree to use an independent arbitrator and to conduct the arbitration hearing in The County of the named corporation. Any judgment or finding or award may be entered in any court having jurisdiction thereof. The parties agree to share equally in the costs of the mediation or arbitration, except that in the discretion of the mediator or arbitrator, any award may exclude the cost of a party’s legal counsel if there is an express determination that the party against whom the award is entered has caused the dispute, controversy or claim to be submitted to arbitration as a frivolous or dilatory action.
20.0 Authority. Authority. Agent represents and warrants that the person accepting these Terms and Conditions has authority to bind Agent.
These Terms and Conditions are agreed to and entered unto upon Agents acceptance by clicking Accept via the web application process and is legally bound by these Terms and Conditions.