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Master Agent Agreement
Master Agent Agreement
Master Agent Agreement
Version 1.0
CONTINGENT MASTER AGENT AGREEMENT This Non-Exclusive Channel Sales Agreement (the “Agreement”), effective as of today, is made and entered into by and between the Agent ("Agent") and Contingent Network Services, LLC, (“Contingent” or “Contingent”) an Ohio limited liability company with its principal offices located at 10008 International Blvd, Cincinnati, Ohio 45246 and shall prevail and take precedence over all terms and conditions that are preprinted, typed, stamped or handwritten on any quotation form, invoice, acknowledgment form, or purchase order utilized by either party in the transactions covered by this Agreement. WHEREAS, the parties wish to define the respective rights and responsibilities of the Agent as a representative of Contingent. NOW, THEREFORE, Agent and Contingent agree as follows: 1.0 BACKGROUND The Contingent Sales agent program has been established to take advantage of mutually beneficial opportunities available to Contingent and similarly aligned companies whose product and service offerings are highly synergistic. The Program sets forth to maximize Contingent’ market penetration while compensating the Contingent Agent for its sales efforts on behalf of Contingent. Contingent has designated three Agent categories in order to account for a variety of working relationships. The relationship of the Parties with respect to their performance under this Agreement shall be that of independent contractors. Nothing in this Agreement shall constitute a joint venture or partnership. Each Party shall be obligated solely with respect to its own specified performance obligations in this Agreement. 2.0 DEFINITIONS 2.1 “Clients” means those companies to which Contingent provides product and/or contracted Services. 2.2 “Client Agreement” means the contract between Contingent and the Client for product and/or contracted Services. 2.3 “Client Lead” means those companies that the Agent determines may be qualified prospects to whom Contingent may provide product and/or contracted Services. Under no circumstances shall the Agent be eligible for a commission until Contingent has approved the Client pursuant to the Client Lead Registration process. 2.4 “Client Lead Introduction” means that an Agent introduces, in person, designated representatives of Contingent to key personnel within the Client Lead’s organization. 2.5 “Client Lead Management and Closure” means that Agent must take complete responsibility for the management of the Registered Client Lead to closure. 2.6 “Client Lead Registration” is the act by which an Agent may notify Contingent in writing of its intent to pursue a Client Lead. Each registration may be accepted or rejected by Contingent at its sole and unlimited discretion. An agent may register any number of Client Leads during the duration of this Agreement but registrations are only valid for twelve (12) calendar months following acceptance by Contingent. When the term of this expires all registrations are no longer valid. A client who is registered by Contingent shall be known as a “Registered Client Lead.” 2.7 “Commission” under this program is calculated by multiplying the category percentage listed in the table below by net revenues collected on Services sold to a Client who was originally registered by the Agent. Under no circumstances shall any Agent be entitled to a commission based on product sold to Contingent Clients. 2.8 “Commission Eligibility” or “Commission Eligible” means that an Agent has met all of the requirements of the program AND the Client Agreement, which has a set duration, is currently within the Initial Client Contract term. If the Agent has not met all of the requirements of the program or the Initial Client Contract term has been terminated, commission eligibility ceases. 2.9 “Contingent Referral Agent” means those companies or individuals acting as independent contractors to Contingent who provide Client Lead generation and personal Client Lead introductions in exchange for commission. 2.10 “Contingent Team Agent” means those companies or individuals acting as independent contractors to Contingent who provide ongoing sales support in the form of Client Lead generation, personal Client Lead introductions and in support of those registered leads sales meeting attendance, strategy development &execution, proposal development in exchange for commission. 2.11 “Contingent Sales Agent” means those companies or individuals acting as independent contractors to Contingent who provide sales leadership and who take ownership of the lead through the entire sales cycle. They are expected to close the Client Lead on behalf and in the name of Contingent using Contingent as support during the process. They are responsible for acting as the procuring cause of the sale. 2.12 “Contingent VoIPWorX Dealer” means those companies or individuals acting as independent contractors to Contingent who provide sales leadership and who take ownership of the lead through the entire sales cycle. They are expected to close the Client Lead on behalf and in the name of CNS using CNS as support during the process. They are responsible for acting as the procuring cause of the sale, design of all relevant network elements, installation of all relevant network components, customer service, hardware inventory to include an initial minimum quantity of 100 VoIPWorX network terminal devices and spares in a ratio of 5% of units installed at all times, on site support including field troubleshooting and replacement of component devices. 2.13 “Contingent VoIPWorX Agent” means those companies or individuals acting as independent contractors to Contingent who provide sales leadership and who take ownership of the lead through the entire sales cycle. They are expected to close the Client Lead on behalf and in the name of CNS using CNS as support during the process. They are responsible for acting as the procuring cause of the sale. “Primary Relationship” refers to the party who will maintain the direct relationship with the Client with respect to delivery and billing for services. 2.14 “Contingent NetMedX Web Agent” means those companies or individuals acting as independent contractors to CNS who provide real estate within their web properties that are designed to route service requests directly to Contingent. They are expected to cooperate in the set up and ongoing management of the software code that enables such transactions to take place. They are responsible for acting as the procuring cause of the sale. “Primary Relationship” refers to the party who will maintain the direct relationship with the Client with respect to delivery and billing for services. 2.15 “Initial Client Contract” means the first agreement executed between the Client and Contingent. 2.16 “Primary Contractor” refers to Contingent which is the party who will maintain the direct relationship with the Client. 2.17 “Proposal Development” means that Agent must materially contribute to any proposal development or bid response development effort with regards to closing the registered Client Lead. 2.18 “Sales Meeting Attendance” means that Agent must have a representative in attendance at all face-to-face and conference call meetings with the Client Lead. 2.19 “Strategy Development & Execution” means that Agent must materially contribute to the ongoing strategy development and the execution thereof with regards to closing the registered Client Lead. 2.20 “Services” means Client deliverables that are not tangible products. 3.0 DUTIES OF Contingent AND AGENT 3.1 Program Overview. Contingent recognizes various categories of Agents who can be authorized to represent Contingent in the marketplace. These categories are defined by the type of relationship they maintain with the Client, the level of involvement in the sales process, the type of service being marketed and the levels of compensation that they qualify for under the Contingent Agent program. At any given time an authorized Contingent Agent may occupy one or more of these categories in any combination based on the parameters described above on a Client by Client basis. Designation of the Agent by category will be made at the sole discretion of Contingent on a Client by Client basis and likewise Contingent reserves the right to re-designate an Agent’s categorization at any time again, on a Client by Client basis. 3.2 Agent Categories and Commission Plan. In accordance with the chart set forth below, Contingent shall pay Commission to Agent so long as the Agent is Commission Eligible and the other terms of this Agreement have been satisfied. 3.2.1 Agent Category: Contingent Referral Agent Contingent Relationship with Client: Primary Contractor Minimum Required Activities Summary: Initial - Agent Training; Ongoing - Client Lead Registration, Client Lead Introduction Commission Eligibility (Revenue): Year 1 Year 2 Year 3 1% 0.5% 0% 3.2.2 Agent Category: Contingent Team Agent Contingent Relationship with Client: Primary Contractor Minimum Required Activities Summary: Initial - Agent Training; Ongoing - Client Lead Registration, Client Lead Introduction, Sales Meeting Attendance, Strategy Development & Execution, Proposal Development Commission Eligibility (Revenue): Year 1 Year 2 Year 3 3% 0.7% 0.3% 3.2.3 Agent Category: Contingent Sales Agent Contingent Relationship with Client: Primary Contractor Minimum Required Activities Summary: Initial - Agent Training; Ongoing - Client Lead Registration, Client Lead Management & Closure Commission Eligibility (Revenue): Year 1 Year 2 Year 3 6% 2.5% 0.9% 3.2.4 Agent Category: Contingent VoIPWorX Dealer Primary Relationship: (Client receives a CNS-VoIPWorX Invoice) Minimum Required Activities Summary: Initial - Agent Training; Ongoing - Client Lead Registration, Strategy Development & Execution, Proposal Development Sales, Design, Installation, Customer Service, Minimum Hardware Inventory, On Site Support, www.voipworx.net account management Commission Eligibility (Revenue): 15% of Recurring Revenue 3.2.5 Agent Category: Contingent VoIPWorX Agent Primary Relationship: (Client receives a CNS-VoIPWorX Invoice) Minimum Required Activities Summary: Initial - Agent Training; Ongoing - Client Lead Registration, Client Lead Introduction, Sales Meeting Attendance, Strategy Development & Execution, Proposal Development, www.voipworx.net account management Commission Eligibility (Revenue): 5% of Recurring Revenue 3.2.6 Agent Category: Contingent NetMedX Web Agent Contingent Relationship with Client: Primary Contractor Minimum Required Activities Summary: Initial - Agent Training; Ongoing - Facilitation of NetMedX dispatch requests through ongoing maintenance of their web propertiesCommission Eligibility (Revenue): 5% of Recurring Revenue 3.3 Agent Performing Work as a Subcontractor. In the event Contingent decides, at Contingent’ sole and unlimited discretion, to utilize the services of Agent or Agent’s affiliates as a subcontractor, Agent shall not receive Commission on such work; provided that Agent shall be eligible for Commission on the work performed by other subcontractors. 3.4 No Commission on Additional Client Work and Limitations on the Initial Contract Term. The Agent program is intended to provide Contingent with additional Client Leads unknown to Contingent. Therefore, Agent shall receive Commission only on the Initial Client Contract entered into by Contingent and the respective Client in accordance with the terms of this Agreement. Agent shall not be entitled to Commission for any additional work performed on behalf of such Client. Years 2 and 3 of the Commission Plan set forth in Section 3.2 shall apply only to those Initial Client Contract(s) which contemplate work to be performed and payment to be made by Client in those years. Notwithstanding anything to the contrary, under no circumstances shall Agent receive any Commission for net revenues received: a) two (2) years after the execution of the Initial Client Contract in the case of a Contingent Referral Agent and b) three (3) years after the execution of the Initial Client Contract in the case of a Contingent Team Agent and a Contingent Agent. 3.5 Category Designations. If, at such time, an Agent disagrees with the designation of category by Contingent, they are encouraged to submit a formal written appeal including documentation supporting their opinion to the point of escalation listed in the Notices section of this agreement. This appeal however, does not guarantee any reversal of designation whatsoever and is intended solely as a means for formal discussion with Contingent executive management. 3.6 Relationship Created. Agent is not an employee of Contingent for any purpose whatsoever, but is an independent contractor. No income, social security or other taxes shall be withheld or accrued by Contingent for Agent’s benefit and not statutory insurance shall be written on Agent’s behalf by Contingent. Contingent is interested only in the results obtained by Agent who shall have sole control of the manner and means of performing under this Agreement. All expenses, including, but not limited to, travel, entertainment, office rental, clerical assistance and general selling expenses that may be incurred by Agent shall be borne wholly and completely by Agent. Agent does not have, nor shall Agent hold itself out as having any right, power or authority to create any contract or obligation, either express or implied, on behalf of Contingent. 4.0 GENERAL TERMS 4.1 Duration. This Agreement shall continue for an initial term of twelve (12) months from its Effective Date and shall be automatically renewed for successive one (1) year periods thereafter, unless either party hereto provides sixty (60) days prior written notice to the other party of its intent to terminate this Agreement as of the end of the then existing term; provided, however, that this Agreement shall remain in effect with regard to any Client Agreement(s) already in effect, unless such Client Agreement(s) is terminated as provided for therein or until performance is completed thereunder. 4.2 Termination. Upon any termination of this Agreement, all rights and obligations of the parties under this Agreement shall cease except for: (i) the obligations of both parties with respect to orders accepted prior to termination of this Agreement (ii) Parties’ obligations to make all payments with respect to Client payments made prior to termination. On the occurrence of any of the following, Contingent may terminate this Agreement immediately upon written notice: (i) the admission by Agent of its inability to pay its debts generally or the making of a general assignment for the benefit of creditors; (ii) any affirmative act of insolvency by Agent or the filing by or against Agent of any petition or action in or related to bankruptcy, reorganization related to bankruptcy, insolvency arrangement, liquidation, dissolution or moratorium law, or any other law or laws for the relief of, or relating to, debtors; or (iii) the subjection of a material part of Agent’s property to any levy, seizure, assignment or sale for or by any creditor, third party or governmental agency. 4.3 All Amendments in Writing. No waiver, amendment or modification of any provisions of this Agreement shall be effective unless it is in writing, prepared as an amendment referencing this Agreement, and signed by duly authorized representatives of both parties. Furthermore, no provisions in either party's purchase orders, invoices or other business forms employed by either party shall supersede the terms and conditions of this Agreement. 4.4 Delay Is Not Waiver. No failure or delay by either party in exercising any right, power or remedy under this Agreement, except as specifically provided in this Agreement, will operate as a waiver of any such right, power or remedy. 4.5 Force Majeure. Neither party shall be responsible for delays or failure of performance resulting from acts beyond the reasonable control of such party. Such acts include, but are not limited to, acts of God, strikes, walkouts, riots, acts of war, epidemics, governmental regulations, power failures, earthquakes, or other disaster. 4.6 Governing Law. The substantive law of the State of Ohio, excluding its rules on conflict of law, will govern this Agreement. 4.7 Severability. If any provision of this Agreement is held to be invalid or unenforceable, it is to that extent to be deemed omitted and the remaining provisions of this Agreement shall remain in full force and effect. 4.8 Non-Solicitation of Personnel. During the term of this Agreement neither party will actively solicit the other party's employees, contractors or students for employment. 4.9 Headings. The titles and headings of the various sections in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify or place any construction upon any of the provisions of this Agreement. 4.10 Assignment. Agent shall not sell, assign or transfer this Agreement, or any part thereof, without the express prior written consent of Contingent, and any attempted assignment without such consent shall be void. 4.11 Entire Agreement. This Agreement constitutes the entire agreement between Agent and Contingent concerning the subject matter hereof and thereof, and supersedes all previous communications, representations, understandings and agreements, whether verbal or written, between the parties. 5.0 LIMITATION OF LIABILITY 5.1. IN NO EVENT SHALL Contingent BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, LOSS OF SAVINGS, OR LOSS OF BUSINESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THE SERVICES, WHETHER OR NOT Contingent HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6.0 JOINT MARKETING PROGRAM 6.1. Each party grants the other the right to use its logo and corporate name as a reference for the role played as part of this Agreement throughout the term of this Agreement in accordance with terms and conditions set forth in this Section. Logo and corporate name use shall be consistent with any corporate standards for logo use and design as willingly disclosed by one party to the other. Use of the corporate name and company logo may be extended to presentations to individuals or small groups, web site publication, and collateral materials (i.e., brochures and other promotional material). Any additional use (i.e., press releases, presentations to substantially large groups of people, tradeshows, etc.) will only occur if first approved by the other party. 6.2. Upon contract signature and if it is so desirable, one or both parties may produce a press release announcing the relationship that has been formed. Both parties shall review the contents of the press release and approve or recommend changes. 6.3. During the term of this Agreement, one or both parties may create a link on their respective websites leading directly to the site of the other party. 6.4. Upon contract signature the Agent will be issued a Welcome Package that will contain useful information regarding the registration and solicitation of qualified Contingent Client Leads. The Agent will have access to determined levels of literature and miscellaneous marketing deliverables for use in pursuing Clients for Contingent. Those levels will be established on a case by case basis accounting for the unique circumstances of the relationship. 7.0 CONFIDENTIALITY 7.1. The parties recognize and acknowledge that all nonpublic information pertaining to the affairs, business, clients, customers or other relationships of the parties, including without limitation the items set forth under this Agreement is confidential to the disclosing party (“Confidential Information”) and constitutes a unique and valuable asset of the disclosing party. 7.2. All Confidential Information furnished in tangible form under this Agreement shall be clearly marked with a “proprietary,” “confidential” or similar legend. If Confidential Information in tangible form cannot reasonably be so marked, the furnishing party shall give the receiving party written notice at the time it is furnished advising the information is to be treated as Confidential Information. If Confidential Information is furnished other than in tangible form, the furnishing party shall inform the receiving party of its confidential nature at the time it is furnished and describe it in a writing transmitted to the receiving party within fifteen (15) days. 7.3. Each party shall use reasonable measures, not less than those measures the party uses to protect its own Confidential Information of a similar nature, to protect Confidential Information of the disclosing party from unauthorized access to or use by third parties, except permitted subcontractors who are subject to the same confidentiality obligations stated in this Agreement. Each party shall use Confidential Information received under this Agreement solely to perform its obligations under this Agreement. 7.4. The obligations of confidentiality under this Agreement shall not apply to information which either: 7.4.1. Is disclosed with the disclosing party’s prior written consent; 7.4.2. Is rightfully received from a third party without obligation of confidentiality; 7.4.3. Is made available to the general public or becomes available to the general public by reason of acts or omissions not attributable to the receiving party, its employees, agents or representatives; 7.4.4. Is already rightfully in the receiving party’s possession prior to the date of disclosure under this Agreement, without obligation of confidentiality and rightfully received; or 7.4.5. Is disclosed under requirement of law; provided that the party required to disclose gives the other party thirty (30) days written notice prior to disclosure. 7.5. Upon termination of this Agreement, the receiving party shall promptly return or destroy and certify to the destruction of all written and/or electronic Confidential Information provided to it by the furnishing party under this Agreement. 8.0 NOTICES 8.1. All notices made under this Agreement shall be in writing and delivered by facsimile, electronic mail or other electronic means (in which case the recipient will provide acknowledgment within one (1) business day separately from any machine-generated automatic reply); or by prepaid means providing proof of delivery. Either party may change its address upon notice as required by this Section. Notices are effective upon receipt, and will be sent to the addresses shown below: If, to CNS: Contingent Network Services 10008 International Blvd, Cincinnati, Ohio 45246 Attn: Mark Stuhlreyer, VP & General Manager E-Mail: mstuhlreyer@contingent.net (800) 506-9609, extension 439 If, to Agent: [Agent provides this information.] 9.0 PRICES, PAYMENT, AND TAXES 9.1. Quoted and accepted prices contained in an agreement between the Client and Contingent will be made available to Agent upon request and will be contained in the commission report issued with payment to Agent on a quarterly basis. 9.2. In consideration for Contingent’ work under Agreements facilitated in part by Agent, Contingent will invoice Client in accordance with the specific schedule set forth in the Client Agreement, and Client will pay such invoice(s) net 30 days from the invoice date. Contingent will pay commissions due Agent thirty (30) days after the end of each quarter based on net revenues received by the close of business one week prior to the last business day of said quarter. Contingent quarters end on March 31, June 30, September 30 and December 31. Those net revenues collected in the last week of a given quarter will be paid in the next payment period (120 days from the end of said quarter) IN WITNESS WHEREOF, the parties to this Agreement, by their respective duly authorized officers or representatives, have each executed this Agreement effective today.
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