Independent Contractor Agreement
This Independent Contractor Agreement ("Agreement"), is made and effective this
__________, by and between Gen-Net Lease Income Trust, Inc. ("Trust") and
___________________ ("Independent Contractors").
NOW, THEREFORE, the parties hereto agree as follows:
1. Contract.
Trust hereby agrees to initially contract with the Independent Contractors in
accordance with the terms of this Agreement.
2. Duties.
Independent Contractors shall have the following duties and responsibilities, in
addition to other obligations set forth in this Agreement:
A. Independent Contractors primary responsibility is to, following
consultation with the Trust's management, develop, implement and manage
a sales plan for Trust's stock offering sold under the name Gen-Net
Lease Income Trust, Inc. ("Product"). This shall include, but is not
limited to, development of a target account list, sales and other
forecasts, management of Trust's distribution channels, and coordination
with Trusts marketing personnel. Sales forecasts shall be reviewed with
Trust management weekly. Independent Contractors shall be responsible
for the Trusts achievement of sales of the Products set forth in the
Independent Contractors sales forecasts. Independent Contractors shall
be responsible for sales in all territories except for the list defined
herein below.
B. Independent Contractors shall maintain a current listing of all
Customers and potential Customers in the Territory serviced by
Independent Contractors. All such records contained in the files shall
be the property of Trust and shall be subject to the restrictions set
forth in Section 7., Confidentiality, of this Agreement. The files
should contain at least the following information for each Customer and
potential Customer, in addition to any other information requested by
Trust: Customer name, name of principal contact, history of contacts
(including purpose of meeting, location, attendees' names and titles,
products discussed and Customer's reactions), historical and current
purchasing records, notes and reflections on the Customer's attitude
towards Trust and the Products, copies of all correspondence between
Trust and the Customer, and next activity to be taken.
3. Territory.
Independent Contractors shall perform sales and sales related duties in State
that have been cleared (blue-sky) for sales of securities.
4. Compensation.
Independent Contractors be paid compensation during this Agreement as follows:
A. The Independent Contractors shall be paid a fee for sales completed by
Independent Contractors in the Territory as follows: 100 basis points
for sales. Fees will be computed on the actual sales price paid by a
Customer. A fee on sales shall not be due and payable to Independent
Contractors until a sale is completed. Independent Contractors
acknowledge and agree that Trust has not and does not make any
representation or warranty as to the amount of the fee, which
Independent Contractors may earn.
5. Expenses.
Trust will review and reimburse acceptable expense items related to the
Independent Contractors duties.
6. House Accounts, Out of Territory.
A. Independent Contractors shall not be entitled to collect fees on sales made
by the Trust to following "House Accounts" see exhibit A. The attached list of
House Accounts may be reasonably modified by Trust once each calendar year and
Independent Contractors shall not be entitled to any fees for sales made to a
newly named House Account.
7. Confidentiality Provision.
Independent Contractors shall not disclose to anyone any Confidential Trust
Information. For the purposes of this Agreement, "Confidential Information"
shall include any of Trust's confidential, proprietary or trade secret
information that is disclosed to Independent Contractors otherwise learns in the
course of this engagement such as, but not limited to, business plans, customer
lists, financial statements, software diagrams, flow charts and product plans.
Confidential Information shall not include any information which: (i) is or
becomes publicly available through no act of Independent Contractors; (ii) is
rightfully received by Independent Contractors from a third party without
restrictions; or (iii) is independently developed by Independent Contractors.
8. Term and Termination.
A. Independent Contractors agreement with the Trust and the performance of
this Agreement shall start on 10/10/02 and shall continue for the term
of the offering. Thereafter, the Agreement may be renewed for any
subsequent offerings upon the mutual agreement of Independent
Contractors and Trust.
B. Notwithstanding the foregoing, either party may terminate this Agreement
without notice in the event that the other party fails to observe or
perform any material obligation in this Agreement. A material breach of
this Agreement by Sales Executive shall include, but is not limited to
failure to achieve forecasted sales; making false, fraudulent or
inappropriate statements about Trust, its employees or products;
engaging in any unethical, immoral or unprofessional conduct; or
falsifying or misrepresenting any information to Trust. Either party may
terminate without cause upon written notice to the other which
termination shall occur Sixty (60) days after Notice is reasonably
given.
9. Notices.
Any notice required by this Agreement or given in connection with it, shall be
in writing and shall be given to the appropriate party by personal delivery or
by certified mail, postage prepaid, or recognized overnight delivery services;
If to Trust:
Gen-Net Lease Income Trust, Inc.
00000 Xxxx Xxxxx Xxxx-Xxxxx Xxxxx
XX Xxx 000
Xxxxxx Xxx, XX 00000
and if to Independent Contractors:
10. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements
on the subject matter hereof. This Agreement may be modified only by a further
writing that is duly executed by both parties.
11. Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of
the state of Michigan.
12. Headings.
Headings used in this Agreement are provided for convenience only and shall not
be used to construe meaning or intent.
13. No Assignment.
Neither this Agreement nor any or interest in this Agreement may be assigned by
Independent Contractors without the prior express written approval of Trust,
which may be withheld by Trust at Trust's absolute discretion.
14. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
15. Arbitration.
The parties agree that they will use their best efforts to amicably resolve any
dispute arising out of or relating to this Agreement. Any controversy, claim or
dispute that cannot be so resolved shall be settled by final binding arbitration
in accordance with the rules of the American Arbitration Association (AAA) and
judgment upon the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. Any such arbitration shall be conducted in
Michigan, or such other place as may be mutually agreed upon by the parties.
Within fifteen (15) days after the notice of claim for arbitration, both parties
shall agree upon one person to act as arbitrator, or agree upon one from the
list supplied by AAA or by the Federal Conciliation Service. Each party shall
bear its own costs and expenses and an equal share of the arbitrator's expenses
and administrative fees of arbitration.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first
above written.
GEN-NET LEASE INCOME TRUST, INC.
BY: _____________________________
XXXXX XXXXXXXX, CHAIRMAN
BY: _____________________________
