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|STATE OF ALABAMA|| )|
|COUNTY OF MADISON|| )|
THIS AGREEMENT entered into between Building Applications, L.L.C.., an Alabama Limited Liability Company, having its principal place of business at 3128 Johnson Road Huntsville, Alabama 35805 and ________________ (Reseller) having its principal place of business at _______________________.
WHEREAS, Building Applications, L.L.C.., an Alabama Limited Liability Company ("Building Applications"), is in the business of providing internet web based business solutions to companies and individuals; and
WHEREAS, Building Applications has developed a unique system of web-based products and services for clients who seek to expand their marketing and service capabilities using the internet; and
WHEREAS, Reseller desires to act as an outside reseller of the web-based services and products developed by Building Applications; and
WHEREAS, the Reseller is a ____________________ owned and operated by __________________ who has met the rigid standards which Building Applications demands.
- Nature of License Term
- The License. Building Applications gives and grants to Reseller during the term of this agreement, a revocable, nontransferable license to market and sell its internet based services and products, including its proprietary trade secrets, service marks, systems and procedures, and other items of a similar nature, solely and exclusively for the resale of Building Applications products and services. Reseller recognizes and acknowledges that Building Applications is the sole and exclusive owner of the Building Applications trade name and agrees that it will not register or attempt to register such trade name or marks in its own name or that of any other firm, person, or corporation, and that he or she will not use the trade name stated above as any part of the corporation name. Immediately upon the termination of this agreement or the termination of any extension or renewal, Reseller agrees to cease and forever abstain from using the trade name stated above and marks and return to Building Applications all documents, instructions, and the like bearing the trade name stated above or any of the marks.
- Term. The term of this license shall be for one (1) year from the date of this agreement. The term begins as of the date that this License Agreement is accepted and executed by an officer of Building Applications and the Reseller. This agreement shall automatically renew unless Reseller provides Building Applications with written notice, at least 60 days prior to the expiration of the Agreement, of its intention to cancel the Agreement.
- Obligations of Building Applications
- Trade Names. Reseller is given the use of the trade names Building Applications or any other service names or marks belonging to Building Applications subject to the terms and conditions of Reseller's agreement with Building Applications . Provide website business applications, data management solutions developed and maintained by Building Applications. Authorized agent. Independent contractor
- Management Guidance. Continuing management consultation and guidance.
- Duties of Reseller. As an express condition of keeping the right to resell the products and services of Business Applications, Reseller will perform all of the services required for its customers in a prompt and proper manner, maintain good relationships with all customers, and otherwise exercise good business practices and refrain from doing anything that would adversely reflect upon Building Applications. The duties of the Reseller shall include:
- Be responsible for setting up appointments with potential clients of web-based services. This will include phone calling and cold calling customers in targeted markets as well as attending periodic industry and association meetings in order to meet potential clients.
- Participate in demonstrating Building Applications web-based products and services. Discuss with potential client's ideas for expanding their marketing and service capabilities using the internet. Present ideas to clients for establishing an internet presence that is well suited to their business and marketing image.
- Investigate and register domain names for new clients with support from Building Applications.
- Collect content information from clients including images on magnetic media, pictures, brochures, product information, logos and trademarks, text documents and any other items that will be used to enhance the client's internet presence. Collecting information will take several follow-up calls in order to gather enough material in order to have a good cross-section of the client's business.
- Scan documents and save in formats suitable for transferring to the web.
- Take digital pictures of client's products, place of business, etc. in order to incorporate in the clients web site.
- Communicate weekly with the home office (Huntsville) regarding status of sales and potential sales. Attend monthly sales meetings.
- Achieve targeted sales goals.
- Compensation to Reseller.
- Reseller shall be paid at the rate of 25% on all sales by reseller based on amounts collected.
- Reseller shall receive a monthly residual commission equal to 20% of monthly hosting and support service fees paid by clients solicited and maintained by Reseller.
- Additional Provisions
- Compliance with Procedures. Reseller agrees to follow all of the procedures as set forth in the manuals that have been made available to Reseller and agrees to be bound by any and all changes that may hereafter be made, after 30 days' written notice. The changes may include improvements and refinements in the System, as well as adjustments and revisions in fees, collection procedures and Building Applications management policies.
- Payments Following Termination. Reseller acknowledges and agrees that in the event of the termination, with cause, of the privileges and licenses granted to him or her by Building Applications, all obligations of Building Applications to make any payments due Reseller for services rendered shall cease. In the event that said termination is without cause, then such payments shall continue.
- Discontinuance of Use of Name. Should the license be terminated for any reason whatsoever, Reseller, in addition to his or her other obligations, agrees that he or she will immediately discontinue the use of all service names, service marks, and forms of advertising indicative of Building Applications (or such other licensed name as Building Applications may require or approve) or the business or service of it, and will make or cause to be made such changes. Reseller will assume all costs necessitated by the removal of any signs or other displays of the names or service marks of Building Applications and Reseller will also pay all costs for returning any items belonging to Building Applications . At the election of Building Applications , upon termination, Reseller agrees to assign to Building Applications its right to all telephone numbers used in the conduct of its business. In the event Reseller fails to comply with the provisions of this paragraph, Building Applications may take whatever steps are necessary to effect complete compliance, and Reseller agrees to reimburse Building Applications for any expense incurred including legal fees and costs.
- Ethical Practice. Reseller will at all times conduct his or her business consistent with the highest ethical standards and refrain from compromising himself or herself, his or her clients, or Building Applications . Specifically, Reseller states that he or she will not enter into any agreement with any client or other person to commit fraud upon any person, legal or business entity, or any agency of state, federal or local government.
- Registration, Licenses, and Permits. Reseller will comply with any acts or laws requiring registration under an assumed name where necessary and procure any licenses or permits that may be necessary to conduct the business contemplated here.
- Indemnification. Building Applications is not responsible or liable for the acts, errors, omissions, debts or other obligations of Reseller, and Reseller agrees to hold Building Applications harmless from same including attorney fees and any expenses incurred in the defense by Building Applications of actions arising directly or indirectly from the acts or omissions of Reseller.
- Failure to Maintain Quality Service. If Reseller fails to maintain the performance standards established by Building Applications as set out in Building Applications Procedures Manual or in this Agreement, or at the request of Reseller, Building Applications will have the option of terminating this agreement.
- Remedy of Injunction. In the event Reseller breaches the terms of this Agreement, Building Applications may elect to revoke any license granted here, and apply to a court of competent jurisdiction for an injunction in appropriate cases.
- Termination or Cancellation of Agreement. The license granted to Reseller is revocable and can be suspended in whole or in part or terminated if the action or conduct of Reseller is substantially adverse to the best interest of Building Applications or other Resellers of Building Applications , or by the filing by Reseller of any proceeding in bankruptcy or for reorganization either voluntary or involuntary, or by the disposition of any account without the express written permission of Building Applications, or by the material breach by Reseller of any of the covenants contained here, if such breach continues for a period of ten (10) days following notification of the breach by Building Applications to Reseller If during the training program, Building Applications in its best judgment determines that Reseller will not be successful in conducting its work then Building Applications reserves the right to terminate the License.
- Claims. Reseller shall promptly notify Building Applications of any claim, demand, or action based upon or arising from, or of any attempt by any other person, firm, or corporation to use the Building Applications trademarks, trade secrets, copyrights, insignia, service marks or systems licensed here, or any colorable variation, in which Building Applications has a proprietary interest and of which Reseller has actual notice. In the event Building Applications undertakes the defense or prosecution of any litigation relating to the proprietary marks licensed here, Reseller agrees to execute any and all documents and do such acts and things as may, in the opinion of counsel for Building Applications , be necessary to carry out such defense or prosecution.
- Non Competition Agreement. In order to protect the systems, trade secrets, customer lists and confidential business information and knowledge acquired by Reseller solely pursuant to this Agreement by Building Applications, Reseller agrees as follows:
- Reseller hereby agrees that during the term of this Agreement and for a period of twenty four (24) months from the date of termination of this Agreement, Reseller will not, either individually or in conjunction with others whether as owner, stockholder, partner, consultant, advisor, officer, director, agent, employee or otherwise, solicit, call on, market, interfere or otherwise contact any customers of Building Applications or its accounts located within 50 miles of each and every geographical location then serviced by Building Applications, unless otherwise agreed by the parties in writing.
- Remedies. It is agreed that the covenants and agreement continued in Paragraph 1 hereof were an essential part of this License Agreement and Building Applications would not have entered into this License Agreement absent this covenant and agreement, that Building Applications would be irreparably injured by any material breach thereof by Reseller and that Building Applications will, therefore, be entitled to enjoin the breach or threatened breach of this Agreement by Reseller, although nothing herein shall be construed as prohibiting Building Applications from pursuing any other remedy for breach hereof.
- General Contractual Provisions
- Applicable Law. This contract and all documents executed in connection with it shall be interpreted and enforced in accordance with the laws of the State of Alabama. Reseller and owners agree that they will not file any action against or attempt to impose jurisdiction upon Building Applications in any court or any arbitration locale not physically located within the State of Alabama.
- Nonagency. Reseller is not an agent, employee, legal representative, or otherwise authorized to act for or on behalf of Building Applications as a result of this or other agreements with Building Applications and can neither act for nor legally bind Building Applications either contractually or otherwise. Reseller is not authorized to make any agreement, warranty, covenant, or other representation on behalf of Building Applications or to create any obligation express or implied on behalf of Building Applications .
- Mandatory and Binding Arbitration. In the event a dispute cannot be resolved amicably, the parties mutually recognize and agree that it will be to their best interests that their differences be resolved with a minimum of time and money being expended commensurate with a due process hearing. To this end the parties agree that they will not file any lawsuits or claims against each other (except an action by Building Applications for possession of the accounts) without first submitting their grievances to mandatory and binding arbitration. Any controversy arising out of, or relating to, this agreement or any modification or extension of it, including any claim for damages or rescission, or both, shall be settled by arbitration in accordance with the rules, regulations and precepts then obtaining of the American Arbitration Association (AAA) in connection with commercial arbitration. Judgment upon the award rendered by the arbitrators may be entered in any state or federal court having jurisdiction. The parties further agree that all costs, including the AAA administrative fees as well as the arbitrator's fees, if any, stenographic records, and all other expenses of the arbitration, shall be borne equally by the parties. Further as part of the award the prevailing party shall be awarded reasonable attorney's fees against the losing party.
- The parties mutually agree that the Arbitrator shall, upon the application of either party, permit reasonable discovery in accordance with the Rules of Court which demand for discovery may be enforced by a party or the Arbitrator upon application to the Court for aid in arbitration. The situs of depositions of parties themselves and their employees shall be at their respective principal place of business.
- Savings Clause. The invalidity of any paragraph, covenant, provision or part here shall in no way affect the validity of any other paragraph, covenant, provision or part here.
- Completeness of Documents. No warranties or representations or other covenants exist that are not contained here. Except as stated herein, this contract includes all of the understanding between the parties, and there is no agreement other than the contracts. This contract cannot be modified by the parties except in writing.
- Cumulative Remedies. All of the remedies given to Building Applications in this Agreement are cumulative. The fact that Building Applications exercises any of those remedies or fails to exercise any remedies given shall not in any way affect its right to exercise those remedies at any future time or to exercise any other or additional remedies which at its sole option may be deemed necessary or appropriate.
- Gender. In the construction of this Agreement, when appropriate the plural shall be substituted for the singular, and vice versa, and the masculine for the feminine or neuter, or collectively.
IN WITNESS HEREOF, the parties to this Agreement have executed the same on this the ___ day of ______, 2002.
BUILDING APPLICATIONS LLC