THIS AGREEMENT, is hereby entered into on the date of completion of digital signature, 2018/ 2019 between IMARKETREADY, INC., D/B/A CLUB AMERICA (hereinafter referred to as "CLUB"), a Florida corporation having its principal office at 14261 120th St Suite 103, Miami, Florida 33186 and Contact Center Marketing (hereinafter referred to as "CENTER"), having its corporate headquarters office located within the fields listed within.
WHEREAS CLUB desires to sell the Legal Club of America program and services via telemarketing (among other methods) and to utilize the services of the outside call center(s); and
WHEREAS CENTER maintains a separate and distinct business as a call center able to handle all aspects of telemarketing including completing the sales process and as a broker who can supervise the operations of other call center affiliates; and
WHEREAS CLUB and CENTER have agreed upon the terms of their business relationship;
NOW, THEREFORE, for good and valuable considerations, the receipt and adequacy of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:
- CENTER shall serve as a call center to handle inbound and outbound telemarketing calls for CLUB. Schedule A, Compensation CENTER will be funded 100% (ONE HUNDRED PERCENT) for each successfully funded client membership CENTER has sold, the compensation only applies to the members' initial membership fee there is no residual income offered.
- The Term of this Agreement shall commence on the date hereof and shall continue for three (2) years, subject to automatic renewals of the Term for successive two- year periods, unless either party terminates this Agreement by giving the other party written notice of said termination at least thirty (30) days prior to any desired termination date. The Term may also be terminated by either party (a) in the event of a material default hereunder by the other party, which default is not cured within ten (10) days after notice of the default is given by the party seeking to terminate the term and (b) by either party immediately upon the institution by or against the other party of insolvency, receivership, or bankruptcy proceedings, upon any assignment for the benefit of the other party's creditors, or upon the other party's dissolution or ceasing to do business. Upon termination, each party shall remain liable for any amounts due or accrued as of the effective date of termination of the term, and for any and all covenants contained herein.
- During the term of this Agreement CENTER and it's contracted call centers shall not serve as a call center or handle any marketing, inbound or outbound, directly or indirectly, for any other legal services program provider other than CLUB'S.
- CENTER shall follow all approved scripts and marketing tools as provided by CLUB. All marketing tools and scripts must be pre-approved in advance by CLUB.
- CENTER shall handle all proper completion of the sales process and shall NOT collect any membership fees from any membership sale it facilitates. CENTER shall also handle all quality control throughout its CENTER or Affiliates partners. CLUB shall supply CENTER with all pertinent program information including membership fees charges when necessary.
- CENTER shall upload all enrolled member information within CLUBS customized CRM platform for processing as well as any additional notes related to the new member client services on a daily basis in an electronically acceptable format as detailed in Exhibit A attached hereto and incorporated herein by this reference.
- CLUB shall send CENTER the appropriate member fees on Wednesday of each week. Such funds shall be sent via wire transfer. The membership fees are set forth in Schedule A, attached hereto and incorporated herein by this reference.
- All renewal memberships obtained on an outbound effort by CENTER shall be priced in accordance with Schedule A. For fees collected on an annual basis by CLUB, all fees shall be submitted to CENTER on a lump sum weekly basis. For any additional fees collected on a monthly basis by CLUB for additional services sold to members at a commission of 20 percent will be remitted to CENTER as collected on a monthly basis. All fees shall be remitted in accordance with Section 7 above.
- CLUB shall be responsible for all the fulfillment of new member services and materials.
- CENTER warrants that it shall conduct its business in accordance with all applicable State and Federal law, regulated by said Country.
- CLUB AND CENTER acknowledges and agrees that each party has a legitimate business interest in
protecting its proprietary information from abuse and agrees that the restrictions set forth herein are reasonably necessary to protect such legitimate business interests.
- Each party acknowledges that during the Term, it shall have access to the confidential information and trade secrets of the other, consisting of, but not limited to, customer lists and information concerning each other's methods of operations, regulatory status, attorney lists, systems, products, customer lists, agent lists, membership information and other such proprietary business information. For purposes of this Agreement, "confidential information" means any confidential or other proprietary information disclosed by one party to the other under this Agreement, except information that ( a ) is public knowledge at the time of disclosure, ( b ) was known by the receiving party before disclosure by the disclosing party, or becomes public knowledge or otherwise known to the receiving party after such disclosure, other than by breach of a confidentiality obligation, or ( c ) is independently developed by the receiving party.
- During the term of this Agreement and for a period of two years following the termination of this Agreement for any reason, within the geographical region of the United States of America and its territories, the receiving party shall ( a ) not disclose the confidential information to any third party, ( b ) not use the confidential information in any fashion except for purposes of performing this Agreement, ( c ) exercise reasonable care to prevent disclosure, and ( d ) notify the disclosing party of any unauthorized disclosure or use of the confidential information. Upon termination of this Agreement for any reason,
each party shall immediately deliver to the other party all copies of the confidential information received from such other party. Each party acknowledges that breach of the covenants contained herein will cause irreparable harm to the disclosing party entitling the disclosing party to injunctive relief, among other remedies, against any breach or threatened breach, without waiving or affecting any claim for damages or other relief.
- CLUB and CENTER declare that the territorial and time limitations as stated herein, are reasonable and properly required for the adequate protection of each party's business. In the event that any of the territorial or time limitations are deemed to be unreasonable by a court of competent jurisdiction, then all
parties agree and submit to the reduction of either the territorial or time limitation as the court deems reasonable.
- Each party (the Indemnifying Party) shall indemnify the other party(s) and its directors,
officers, agents, employees, contractors, affiliates, or subsidiaries (collectively referred to as "Indemnified Parties" and hold the Indemnified Parties harmless from and against any losses, costs, damages, and
fees (including reasonable attorney's fees) incurred by the Indemnified Parties in connection with: ( a ) any breach by the Indemnifying Party of any warranty, covenant or obligation under this Agreement or ( b ) the Indemnifying party's acts or omissions, or the use of any product or service provided by the
Indemnifying party to the members of Randolph's program. Upon appropriate notice, the Indemnifying Party shall defend, at its expense, any claim brought against one or more of the Indemnified Parties based on or arising out of one or more of the provisions contained herein.
- The parties agree that this Agreement shall be subject to and governed by the laws of the State of Florida. In the event that legal proceedings become initiated with reference to this Agreement for any reason, the venue shall remain in Miami-Dade County, Florida.
parties hereby agree if any provision of this Agreement is held to be invalid or unenforceable, all other provisions shall nevertheless continue in full force and effect.
parties hereby agree that in the event a suit is initiated with reference to this Agreement by any party, the prevailing party shall be entitled to an award of reasonable attorneys fees and disbursements incurred by such party in connection with, including but not limited to fees and disbursements in administrative, regulatory, bankruptcy and appellate proceedings.
parties hereby agree that modification and waiver of any of the provisions of this Agreement shall be effective only if made in writing and executed with the same formality as this Agreement. The failure of any party to insist upon strict performance of any of the provisions of this Agreement shall not be
construed as a waiver of any subsequent default or breaches of the same or similar nature.
parties hereby agree that this Agreement contains the entire understanding of the parties. There are no representations, covenants, warranties or undertakings other than those expressly set forth in this agreement. 21. This Agreement shall be binding on and inure to the benefit of the respective parties hereto and their successors and assigns. The obligations and rights hereunder may not be assigned to another entity or individual without the express written consent of the other party.
- This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument and may be delivered by facsimile; facsimile signatures shall have the force and effect of original signatures.
- All notices required or allowed hereunder shall be in writing and shall be deemed given upon (1) hand delivery or (2) deposit of same in the United States Certified Mail, Return Receipt Requested, first-class postage and registration fees prepaid and correctly addressed to the party for whom intended at the
the address listed on the first page hereof, or such other address as is most recently noticed for such party.
- All references to gender or number in this Agreement shall be deemed interchangeably to have a masculine, feminine, neuter, singular or plural meaning, as the sense of the text requires.
- Each party represents and warrants to the other as follows:
(a) the execution, delivery, and performance of this Agreement (1) has been duly authorized by all necessary or appropriate acts or proceedings, corporate or otherwise; (2) does not violate or conflict with any provision of its respective Articles of Incorporation, By-Laws, or standing resolutions; and (3) does not violate or result in a breach or default (with the giving of notice, the passage of time, or otherwise) under any contract, understanding, judgment, order, writ, law, or regulation that is applicable to the representing party or its assets.
(b) this Agreement is the valid, legal and binding obligation and Agreement of the representing party, and is enforceable against it in accordance with its terms (c) each representing party is a duly organized and validly existing corporation, in good standing in the respective jurisdiction of its incorporation.
IN WITNESS WHEREOF, this Agreement has been executed and delivered in the manner prescribed by law on the date first written above.
iMARKETReady Club America; campaign provided by FIX CREDIT RIGHT SERVICES This agreement automatically goes into effect after CENTER completes and signs.
ATTEST iMARKETReady INC. MANAGEMENT LEGAL CLUB AMERICA USA.