REFERRAL AGENT AGREEMENT
This
Agreement is made and entered into on this 30th
day of
June, 2006 ("Effective Date") by and between The
Language
Access Network ("Company")
with its
principal office in Las Vegas, Nevada and operating office at
000
Xxxx
Xxxx Xxxxxx, Xxxxxxxx Xxxx 00000 and Speakeasy
Enterprises,
LLC ("Referral
Agent'), located
at 0000 Xxxxxxxxxxx Xxx, Xxx Xxxxx, Xxxxxx 00000 and the Registered Agent at
such address is Xxxxxxxx X. Xxxxxxx.
In
consideration of the mutual
promises
contained herein, the parties agree as follows:
1. AppointmentCompany
hereby appoints the Referral Agent as a non-exclusive independent Referral
Agent
to solicit, for Company approval and acceptance, qualified prospects for the
sale of language interpretation services via mobile video or audio
teleconferencing ("Services"). Referral Agent hereby accepts such appointment
and agrees, on the terms and conditions set out herein, to identify, qualify,
and refer prospects for the Services offered by the Company. This Agreement
does
not create an exclusive relationship either on the part of Referral Agent or
on
the part of Company. This agreement does not limit in any way Company's rights
to develop, promote, market, offer, sell, license or distribute any products
or
services.
2. General
Duties Referral
Agent shall function as an independent contractor and shall determine the manner
in which the Referral Agent performs the services required hereunder. Company
will rely upon Referral Agent to extend as much effort as may be reasonably
necessary to fulfill Referral Agent's obligations under this Agreement. Referral
Agent agrees to perform all of the duties normally rendered by a Referral Agent
in the same or similar industry. Specifically, Referral Agent
shall:
| A. |
energetically
and diligently promote the Company products and services and protect
and
promote the interests and goodwill of
Company;
|
| B. |
furnish
Company with qualified prospects which have been determined to have
genuine interest in the Company's
Services;
|
| C. |
keep
Company advised, at reasonable intervals, of the Referral Agent's
activities under this Agreement;
|
| D. | furnish Company market information concerning similar products available; and |
| E. | perform such other reasonable duties as may from time to time be requested by Company. |
3. Sales
Policies Company
shall establish the prices, charges and terms for the sale of the Services,
Application and other Company products or services. All prospects shall require
Company's written acceptance and may be rejected for any reason. Referral Agent
shall not have authority to bind Company to any contract without express written
approval of Company. Company shall contract and provide all services rendered
directly to any client, customer or account and payments shall be made directly
to Company.
4. Referral
Consideration.
A. Consideration.
Referral Agent's sole compensation under the terms of this Agreement shall
be a
fee based on
the
execution of a contract between the Company and qualified prospect ("Client")
in
accordance with the following schedule:
Referral
Agent shall be entitled to earn consideration if: (i) Referral Agent provides,
in writing, a qualified lead or prospect, (ii) Referral Agent introduces the
Company to the potential Client and sets up a meeting with a person authorized
to bind the Client, and (iii) the Company enters
into a qualified contract with the Client within a twelve (12) month period
of
such meeting.
In
such
case, Referral Agent shall be entitled to receive compensation of 5% of all
transactions (minutes of usage) to a maximum of $.05 per minute during the
first
year of the Agreement net of all applicable operating expenses; the second
year
of a contract with the same client, the Referral Agent will receive 3% of all
account transactions (minutes of usage) to a maximum of $.03 per minute net
of
all applicable operating expenses; the third year of a contract with the same
client, the Referral Agent will receive 1.5% of all account transactions
(minutes of usage) to a maximum of $.015 per minute net of all applicable
operating expenses. Years four and five with the same contract/client, the
Referral Agent will receive a flat fee of $.01 per minute of all account
transactions (minutes of usage) net of all applicable operating
expenses.
Any
and
all considerations owed to the Referral Agent shall be due and payable within
thirty (30) days after Company has received payment.
B. Post
Termination Commissions. Upon the termination of this Agreement or the
relationship between Company and Referral Agent for "Cause" (as such term is
defined in Section 8 herein), Referral Agent shall only be entitled to receive
a
consideration on any payments which have been received by Company from a client
prior to the date of the termination of this Agreement. Upon the termination
of
this Agreement or the relationship between Company and Referral Agent for any
reason other than "Cause", Referral Agent shall be entitled to receive such
compensation as is specified above in Section 4(A) for a period of the earlier
of: (i) thirty-six (36) months from the date of the termination or (ii) the
end
of the client contract term, whichever is shorter.
C. Monthly
Statements. Company shall provide to Referral Agent monthly statements of
considerations due and payable under the terms of this Agreement, with reference
to the specific invoices on which the considerations are being
paid.
D. Taxes.
Referral Agent is solely responsible for paying any and all taxes due as a
result of payments made by Company to Agent.
E. Inspection
of Records. Referral Agent shall have the right, at its own expense and not
more
than once in any fiscal quarter, to inspect, at reasonable times, Company's
relevant accounting records to verify the accuracy of considerations paid by
Company under the terms of this Agreement.
5. Covenants
of Referral Agent. The
terms
and provisions of this paragraph 5 shall survive termination of this
Agreement.
A. Reasons
for Covenants. Referral Agent and the Referral Agent's designees, employees,
contractors, etc, during the term of this Agreement, will have access to trade
secrets and confidential and proprietary information of Company which are a
valuable asset of the Company; the protection of which is essential to the
success of Company. These trade secrets and confidential and proprietary
information, including, without limitation, information relating to the
Application and other Company products or services, Company's operations or
its
financial condition or results of its operations, its marketing or business
strategies and plans, the names, addresses or specifications of any of its
clients or prospective clients, the names, addresses, training, background
or
other information regarding any person who is or was an Referral Agent, agent,
contractor, or referral source of Company, computer programs in whatever form
and whatever stage of development, and any compilations of information which
are
used or are useful in the operation of the business of Company ("Confidential
Information"). Failure to xxxx any of the Confidential Information as
confidential or proprietary shall not affect its status as Confidential
Information herein.
2
i.
Covenant of Non-Disclosure. Referral
Agent acknowledges, understands and agrees that all Confidential Information
is
the exclusive and confidential property of Company and Referral Agent agrees
that he or she shall maintain in strict confidence and duly safeguard to the
best of Company's ability any and all Confidential Information. Referral Agent
shall not disclose or use any Confidential Information
for Referral Agent's own purposes other than in connection with
Referral Agent's
regular activities for or on behalf of Company, but in no event, shall
Referral
Agent or
its designees, employees, contractors, etc. disclose or use the Confidential
Information
after the termination of this Agreement. Referral Agent shall also
refrain
from
directly or indirectly, using, disclosing, disseminating or publishing to or
with any person, firm, company or entity any Confidential Information. Referral
Agent shall restrict disclosure of such Confidential Information only to others
as may reasonably be necessary in the conduct of Company's business and shall
take such steps to protect the confidentiality of any Confidential Information
as are necessary to keep it confidential.
ii.
Covenant
of
Non-Solicitation.
Without
the written permission of the other party, neither
party shall, directly or indirectly, at any time commencing on the date of
this Agreement
and continuing for a period of thirty-six (36) months after termination
of
this
Agreement, whether terminated by Company or Referral Agent, directly or
indirectly:
(a)
solicit, induce or influence or attempt to solicit, induce or influence any
employee, agent, contractor, or referral source of
the
other
party
to
terminate, reduce the extent of, discourage the development of or otherwise
harm
his or her employment or other relationship with Company or assist any other
party in such solicitation; or
(t))
hire
or contract with or attempt to hire or contract with any employee, agent,
contractor or referral source of the other party; or
(c)
solicit
or attempt to solicit business from any client of the other party on behalf
of
itself or any other person or entity or in any fashion direct business or
opportunities with a client away from the other
party.
6. Indemnification.
Company
shall be solely responsible to clients for any express warranties contained
in
the client contracts. Company shall indemnify and indemnify and hold
Referral
Agent harmless from any such liability. Referral Agent shall be solely liable
for any liability
resulting from acts or representations made outside the scope of this agreement
and shall indemnify and herd Company harmless from any such
liability.
7. Representations.
Each
Party shall: (a) require its employees, partners and associates to comply with
all terms of this Agreement; (b) conduct businesses activities in a legal and
ethical manner; (c) commit no act which would reflect unfavorably on the other;
and (d) cooperate with the other to resolve any customer service problem
consistent with Company's policy.
8. Term
and Termination. This
Agreement shall commence on Effective Date and continue for twelve (12) months.
At the end of said twelve (12) month Initial Term, the Agreement shall
remain in full force and effect until terminated by either Party on sixty (60)
days written notice
to the
other unless terminated earlier as provided herein. Company may cancel and
terminate this Agreement upon written notice to Referral Agent if Agent fails
to
submit a qualified lead within a 120 day period. Either party, upon immediate
written notice, may terminate this Agreement for
3
"Cause".
For the purposes of this Agreement, the term "Cause" shall mean, (I) the other
party's fraud, misappropriation, dishonesty, embezzlement, or such other willful
misconduct; or (ii) the other party's material breach of any other provisions
of
this Agreement.
9. Governing
Law and Jurisdiction. This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Nevada.
10. Entire
Agreement. This
Agreement sets forth the entire agreement and understanding of the parties
relating to the subject matter herein and supersedes any prior discussions
or
agreements between them. Unless expressly stated herein, there are no further
obligations owed by Company to the Referral Agent and no further obligation
shall be implied. No modification of or amendment to this Agreement, nor any
waiver of any rights under this Agreement, shall be effective unless in writing
signed by both parties.
10. Severability.If
any
provision of this Agreement is held to be invalid by a court of competent
jurisdiction, the remaining provisions shall remain in full force and
effect.
11. Successors
and Assigns. This
Agreement shall inure to the benefit of and be binding upon the parties hereto,
their successors and assigns.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day
and year first above written.
