EXHIBIT 10.4
CUSTOMER INTERACTION SERVICE AGREEMENT
THIS CUSTOMER INTERACTION SERVICE AGREEMENT is entered into as of the
"start date" contained in Item 2 of Appendix A, attached hereto, by and between
Customer Direct, L.L.C., with an address of 714 Spirit 00 Xxxx Xx, Xxxxx 000,
Xxxxxxxxxxxx Xxxxxxxx 00000 ("CD,LLC") and SIERRA MEDICINALS, INC. ("Client"),
with an address of 0000 XXXXXXX XXXX XXXX XXXXX 0000 XXX XXXXXXX, XX 00000
whereby CD,LLC shall provide order taking services, customer services and/or
telephone answering services to Client, such services to be performed by the
employees or third-party contractors of CD,LLC. All such persons shall be
referred to herein as "Contractor," and such term shall include the plural.
1. TERM; DUTIES; COMPENSATION.
(a) The term of this Agreement shall begin as specified
pursuant to Item 2 on Appendix A, attached hereto and continue until terminated
by either party, as set forth hereafter (the "Service Period"). This Agreement
may be terminated with or without cause, upon sixty (60) days prior written
notice. This Agreement may also be terminated by either party for cause (as
hereinafter defined), effective upon posting of written notice by registered or
certified mail to the terminated party. For purposes of this Agreement, cause is
defined to mean (i) a material breach of this Agreement which remains uncured
for a period of ten (10) days after written notice thereof, (ii) fraud, gross
negligence or illegal or intentional misconduct by a party, or (iii) failure to
pay amounts due to CD,LLC hereunder. Upon such termination, Client will promptly
pay any amounts due to CD,LLC, which amounts shall include fees incurred up to
and including the actual date of termination.
(b) (i) CD,LLC's scope of services are specified in Item 1 of
Appendix A, attached hereto. CD,LLC shall use its best efforts and skills in
performing its duties under this Agreement; provided that CD,LLC shall not
undertake any illegal or illegitimate activities on behalf of Client, which
activity shall be determined in CD,LLC's sole discretion. By signing this
Agreement, Client represents and warrants that its services comply with all
applicable local, state, and Federal laws and regulations.
(ii) Client shall be responsible for advising CD,LLC
of any changes to be made involving any information necessary to properly handle
the calls received by CD,LLC on behalf of Client.
(iii) CD,LLC reserves the right to maintain the
confidentiality of its Contractors.
(c) Client shall pay to CD,LLC the monthly sum contained in
Item 4 of Appendix A, attached hereto for the services rendered hereunder.
2. PAYMENT TERMS. All payments owed by Client to CD,LLC shall be paid
directly to CD,LLC within fourteen (14) days after mailing of invoices. Client
agrees to pay a bookkeeping charge of one percent (1%) per month of the
outstanding balance on past due invoices or $15 per month, whichever is greater.
3. CONFIDENTIALITY. CD,LLC shall, and shall take reasonable steps to
cause its Contractors to keep all messages, orders and information transmitted
through any calls it receives on behalf of Client, confidential.
4. LIMITATIONS OF LIABILITY. Not withstanding anything contained herein
CD,LLC's non-performance hereunder shall be excused if caused by equipment
failure, acts of god, strikes, equipment or facilities shortages or other cause
beyond CD,LLC control. In addition the liability, if any, of CD, LLC for any
mistake, omission, interruption, delay, error, defect or other failure in its
operation or service furnished, or in transmission of information over the
facilities used in furnishing service, shall in no event exceed the amount of
CD, LLC prorated monthly charge to client for service during the period so
affected. In no event shall CD, LLC be liable to Client and/or its customers,
users or any other person for any amount arising out of or connected with this
agreement (except as specifically set forth in the preceding sentence) or for
any cost, delay, incidental, general or consequential damages, including but not
limited to lost profits, property damage, personal injury or death. Client
agrees to indemnify and hold CD, LLC, its officers, employees, agents and
affiliates harmless from and against any and all acts, actions, claims or
demands made or brought by Client's customers, former customers, or any third
party arising out of or in connection with the activities contemplated by this
agreement, even if occasioned by the sole negligence of CD, LLC, and against all
legal fees, costs and expenses incurred by CD, LLC in defending same, including
legal fees and costs incurred to establish the applicability of this paragraph.
5. FORUM SELECTION. This Agreement shall be governed by the laws of
Missouri (USA) and Client agrees to personal jurisdiction of federal and state
courts in Missouri (USA) and that service of process may be made upon Client at
the address set forth above or any successor address in any manner permitted by
the laws of the State of Missouri (USA).
6. LOCATION OF CONTRACT FORMATION. Both Client and CD,LLC agree that
this Agreement is entered into and made between the parties in Chesterfield, MO
(USA).
7. INDEPENDENT CONTRACTORS: Both Client and CD,LLC agree that CD,LLC
will act as an independent contractor in performing its duties under this
contract. CD,LLC shall have no power or authority to bind Client contractually
or to enter into any commitments for Client for any purpose whatsoever, unless
mutually agreed to in writing between the parties.
8. MISCELLANEOUS.
(a) This Agreement may not be assigned by Client without the
written consent of CD,LLC. This Agreement shall be binding on the successors and
assigns of the parties.
(b) This Agreement shall be governed and construed and
enforced in accordance with and subject to the laws of the State of Missouri,
without respect to conflicts of laws principles. In any dispute arising under
this Agreement, the prevailing party will be entitled to recover from the other
party reasonable attorneys' fees and costs of suit, including those incurred
preparing for any such dispute.
(c) All notices or other communications provided for by this
Agreement shall be made in writing and shall be deemed properly delivered when
(i) delivered personally, or (ii) by the mailing of such notice by overnight,
registered or certified mail, postage prepaid, to the parties at the addresses
first set forth in this Agreement (or to such other address as one party
designates to the other in writing).
(d) This Agreement contains the entire agreement and
understanding between the parties as to the matters covered herein and
supersedes any prior or contemporaneous written or oral agreements as to any
such matter. Parol evidence shall be inadmissible to show an agreement between
the parties as to any term or condition that is contrary to or addition to the
terms and conditions contained herein. This Agreement may be amended only by a
writing signed by CD,LLC and a duly authorized representative of Client. No
waiver of any term, provision, or condition of this Agreement shall be deemed to
be, or shall constitute, a waiver of any other term, provision, or condition
herein, whether or not similar. No such waiver shall be binding unless in
writing and signed by the waiving party.
(e) No supplement, modification, or amendment of any term,
provision, or condition of this Agreement shall be binding or enforceable unless
evidenced in writing executed by the parties hereto.
(f) If any provision of this Agreement is declared invalid by
any tribunal, then such provisions shall be deemed automatically adjusted to the
minimum extent necessary to conform to the requirements for validity as declared
at such time and, as so adjusted, shall be deemed a provision of this Agreement,
as though originally included herein. In the event that the provision
invalidated is of such a nature that it cannot be so adjusted, the provision
shall be deemed deleted from this Agreement as though such provision had never
been included herein. In either case, the remaining provisions of this Agreement
shall remain in effect.
(g) Unless changed by notice to CD,LLC, Client's designated
contact person for all communications in connection with this Agreement is
indicated in Item 5 of Appendix A. CD, LLC's contact person shall be the account
representative.
IN WITNESS WHEREOF, the parties have executed this document (including
Appendix A, which is hereby incorporated by reference) as of the date first
above written.
"CD,LLC" "CLIENT"
CUSTOMER DIRECT, L.L.C. SIERRA MEDICINALS, INC.
By:______________________________
By: _______________________________________
Xxxxxxx Xxxxxxx, V.P.- Sales & Marketing Title:___________________________
Date:___/___/___
APPENDIX A
This Appendix A is hereby incorporated by reference into that certain
Telephone Service Agreement, by and between CD,LLC and Client.
1. SCOPE OF SERVICES:
CUSTOMER INTERACTION SERVICES
800 SERVICES
UP TO 2 HOURS OF INITIAL PROGRAMMING (ACCOUNT SET UP)
2. START DATE OF THE ASSIGNMENT:
3. SET UP FEES ACCOUNT $500
4. MONTHLY PAYMENTS FOR SERVICES RENDERED PURSUANT TO THIS AGREEMENT:
Base Rate (Includes 450 Minutes) $ 495
Additional Rate Minute $ .85
Additional Programming/Account Maintenance $50 /hour (as requested)
5. CONTACT PERSON: NAME: __________________________________
COMPANY: _______________________________
ORGANIZATION TYPE: CORPORATION PARTNERSHIP SOLE PROPRIETORSHIP
TAX ID #:_______________
ADDRESS: ___________________________
___________________________
PHONE: (_______)___________________
FAX: (_______)___________________
E-MAIL: _________________@_________________________
TO SET UP SERVICE PLEASE RETURN CUSTOMER INTERACTION SERVICE AGREEMENT,
INFORMATION FORM, FIRST MONTH BASE RATE, LAST MONTH BASE RATE AND SET UP FEES
(TOTAL $1490)
PAYMENT BY CREDIT CARD:
NAME AS IT APPEARS ON CARD: _______________________________
CARD TYPE: VISA MASTERCARD AMEX
CARD NUMBER: _______________________________
EXPIRATION DATE: _______________________________
By signature below I hereby authorize Customer Direct
to Charge the Credit Card above for all account
initiating fees and monthly fees.
SIGNATURE: X____________________________________
CUSTOMER DIRECT EXTENDED CREDIT APPLICATION
-------------------------------------------
The Undersigned Company is applying for credit with Customer Direct, and agrees
to abide by the standard terms and conditions of the service agreement as
executed.
Company Name _______________________________________________________
DBA (if different) _________________________________________________
Contact Person ____________________________________________________
Address: ____________________________________________________________
Phone ( ) __________________ Fax ( ) ______________________
Federal Tax ID or Social Security No.________________________________
Type of Business_____________________________________________________
No. of Employees _______
Date Business Established ___________________________________________
Are you a (check one) :
__ Corporation
State of Incorporation ______________________________________
Names, Titles and Addresses of Your Three Chief Corporate Officers
_________________________________________________________
_________________________________________________________
_________________________________________________________
__ Partnership
Names and Addresses of the Partners
_________________________________________________________
_________________________________________________________
_________________________________________________________
__ LLC
Names and Addresses of the Managing Member(s)
_________________________________________________________
_________________________________________________________
_________________________________________________________
__ Sole Proprietorship
Are you sales tax exempt? Yes _______ No _______
TRADE REFERENCES
Name: _______________________________________________
Address: ____________________________________________
Phone ( ) __________________
Name: _______________________________________________
Address: ____________________________________________
Phone: ( )__________________
Name: _______________________________________________
Address: ____________________________________________
Phone ( ) __________________
BANK REFERENCES
Account #: ________________________ Phone ( ) __________________
Contact Person: __________________________________________
Name of Bank: ____________________________________________
Address: _________________________________________________
Account #: ________________________ Phone ( ) __________________
Contact Person: __________________________________________
Name of Bank: ____________________________________________
Address: _________________________________________________
I REPRESENT THAT THE ABOVE INFORMATION IS TRUE AND IS GIVEN TO INDUCE CUSTOMER
DIRECT TO EXTEND CREDIT TO THE APPLICANT. MY COMPANY AND I AUTHORIZE CUSTOMER
DIRECT TO MAKE SUCH CREDIT INVESTIGATION AS CUSTOMER DIRECT SEES FIT, INCLUDING
CONTACTING THE ABOVE TRADE REFERENCES AND BANKS AND OBTAINING CREDIT REPORTS. MY
COMPANY AND I AUTHORIZE ALL TRADE REFERENCES, BANKS AND CREDIT REPORTING
AGENCIES TO DISCLOSE TO CUSTOMER DIRECT ANY AND ALL INFORMATION CONCERNING THE
FINANCIAL AND CREDIT HISTORY OF MY COMPANY AND MYSELF.
I have read the terms and conditions stated above and on the executed "Service
Agreement" and agree to abide by all of those terms and conditions.
Authorized Signature: _________________________________________
Printed Name: __________________________________________________
Title: ______________________________________
Date:_____________
