EXHIBIT (6)(n)
MARKETING AGREEMENT
THIS AGREEMENT made by and between SearchHelp, Inc. (hereinafter referred to as
"Marketing Agent"), having it's principal offices at 0000 Xxxxxxx Xxx, Xxxxxxxx,
XX 00000, and Protect-a-Child America (hereinafter referred to as
"Protect-a-Child"), having its principal place of business at 000 Xxxx Xxx Xxx,
Xxxxxx, XX 00000.
WITNESSETH
WHEREAS, Protect-a-Child is a registered agent for Child Shield USA(TM)
(hereinafter referred to as "Child Shield") that offers a unique videotape
registration service kit (hereinafter referred to as "Child Shield Program")
which is a combination of education, prevention and recovery designed to help
(i) prevent children from becoming missing and (ii) recover quickly children who
have become missing; and
WHEREAS, Marketing Agent desires to assist Protect-a-Child with the marketing of
this service kit and Protect-a-Child desires to retain the services of Marketing
Agent.
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. DESIGNATION OF AGENT Protect-a-Child does hereby appoint SearchHelp Inc to
act as a Marketing Agent in connection with its Child Shield Program. Said
Marketing Agent shall be considered an independent contractor.
2. INDEPENDENT CONTRACTOR Marketing Agent shall be an independent contractor and
as such is free to exercise its discretion and judgment as to the performance of
all acts hereunder. This Agreement is not in any way intended to, nor does it
create, a principal/agent, employer/employee, partnership or joint venture
relationship between the parties. The Marketing Agent shall be solely
responsible for the payment of any and all federal and state income taxes with
respect to any remunerations or commissions it receives.
3. AREA OF SOLICITATION The Marketing Agent shall have no limitations upon the
geographic area or territory within which it may legally solicit business.
4. AUTHORITY TO ACT ON BEHALF OF PROTECT-a-CHILD Marketing Agent is specifically
authorized to act as a marketing agent of Protect-a-Child and as such may enter
into agreements with schools, xxxxxxxx of commerce, organizations and/or
consumer members. The Marketing Agent shall not be permitted to deviate from the
standardized agreement forms which shall be provided by Protect-a-Child and
shall make no promises or representations other than those specifically set
forth in writing in any such pre-printed forms. The Marketing Agent shall be
permitted to collect fees from membership in the program. All fees must be made
payable to Protect-a-Child.
5. COMMISSIONS The Marketing Agent shall be compensated for all services
rendered by way of a commission as stated in the Addendum hereto. Any such
compensation shall be paid the week immediately after collected funds have been
cleared. Expenses are the sole responsibility of the Marketing Agent, unless
otherwise agreed upon in writing by Protect-a-Child.
6. COMMISSIONS ON RENEWALS Commission shall be paid upon renewal of membership
unless Marketing Agent is terminated for "cause".
7. AGREEMENT FORMS Protect-a-Child shall supply to Marketing Agent all
pre-printed materials to be utilized in the soliciting of customers
8. DOCUMENTS AND MATERIAL All documents, materials and forms provided to the
Marketing Agent shall remain the sole and exclusive property of Protect-a-Child.
These items shall be returned to Protect-a-Child upon termination of this
Agreement.
9. ASSIGNMENT This agreement is not assignable by the Marketing Agent or
Protect-a-Child without written permission of the other party.
10. RECORD KEEPING The Marketing Agent and Protect-a-Child shall keep complete,
appropriate records relating to the business transactions under this Agreement.
11. CONDUCT OF BUSINESS The Marketing Agent shall conduct itself in an
appropriate and professional manner and shall work within the confines of this
Agreement.
12. INDEMNIFICATIONS Each party shall indemnify and hold the other harmless from
and against any omissions and/or acts of willful misconduct or negligence on the
part of its officers, directors, employees and other authorized representatives.
The Marketing Agent shall indemnify Protect-a-Child and holds its officers,
directors, stockholders and agents free and harmless from and against any and
all claim(s), action(s), demand(s), cost(s), expense(s) (including reasonable
attorneys fee(s) and disbursement(s) arising from the performance or
non-performance by the Marketing Agent of any of its obligations under the terms
of any agreement or contract with any customer who shall have contracted with
Protect-a-Child. Protect-a-Child shall indemnify the Marketing Agent and holds
its officers, directors, stockholders and agents free and harmless from and
against any and all claim(s), action(s), demand(s), cost(s), expense(s)
(including reasonable attorneys fee(s) and disbursement(s) arising from (i) the
performance or non-performance by Protect-a-Child of any of its obligations
under the terms of any agreement or contract with any customer who shall have
contracted with Protect-a-Child including, but not limited to, the performance
and/or fitness for any particular use of any product or service provided by
Protect-a-Child.
13. ENTIRE AGREEMENT This document represents the entire agreement and
understanding between the parties. No oral representations have been made other
than set forth herein.
14. TERMINATION This Agreement shall remain in effect until 3 years from date of
signing and shall automatically renew for additional one (1) year periods
thereafter.
This Agreement may be terminated "without cause" upon the occurrence of any of
the following conditions:
a. Thirty (30) calendar days written notice given by either party, delivered
by way of certified mail;
b. Dissolution of the Marketing Agent
c. The bankruptcy, insolvency or assignment for the benefit of creditors of
either party;
d. Dissolution of Protect-a-Child
This agreement may be terminated "with cause" upon the occurrence of the
following conditions:
a. Intentional withholding of any funds held by the Marketing Agent
b. intentional withholding by the Marketing Agent of any documents, receipts
or membership forms which should have been transmitted to Protect-a-Child
c. Failure to keep proper business records for Protect-a-Child
d. An intentional misrepresentation or omission of any material information
known to either the Marketing Agent or Protect-a-Child
e. Failure to comply with any material term of this Agreement which failure is
not corrected within fifteen (15) days of receipt of notice from the other
party regarding such failure;
Upon termination of this agreement for "cause", the Marketing Agent shall have
no further rights to any commissions.
15. CHOICE OF LAW This document was executed in the State of Florida and shall
be governed by the laws thereof.
16. NON-COMPETE The Marketing Agent acknowledges that Protect-a-Child is a
registered agent for Child Shield USA(TM) doing business in the contiguous
United States.
The Marketing Agent shall not, for a period of eighteen (18) months following
termination of this Agreement, solicit, market, advertise directly or
indirectly, on its behalf or on behalf of another, any product or service
substantially similar to the Child Shield Program, in any geographic area or
state in which Protect-a-Child does business.
The Marketing Agent acknowledges that Protect-a-Child has contracted with
certain third parties to solicit business on their behalf, which services are
integrally related to and are affiliated with Protect-a-Child. Such third
parties include, but are not limited to, Child Shield USA(TM). Violation of this
non-compete clause shall entitle Protect-a-Child to all direct damages provided
by law but shall specifically exclude all indirect and consequential damages
including, but not limited to, loss of profits, interference with prospective
economic advantage and damages based upon profits earned by the Marketing Agent
IN WITNESS WHEREOF, the parties have hereunto affixed their signature
this................... 14th Day of May 2002
/s/ Xxxxxx Xxxxxx /s/ Xxxxxxx X. Xxxxx
Marketing Agent Protect-a-Child America
SearchHelp, Inc, Xxxxxxx X. Xxxxx
ADDENDUM
To Marketing Agreement between SearchHelp, Inc and Protect-a-Child America
$5 per saleto Schools or Organizations
$10 per saleup to 500 units
$12.50 per salefor 500 to 1000 units
$15 per salefor 1000 units plus
Bonuses after 2,500 units and above
