Agent Contract - UK
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TO BE PLACED UPON BROKERAGE LETTERHEAD
SALES REPRESENTATIVE (Yacht Agent) AGREEMENT UK
This Sales Representative Agreement (hereinafter "Agreement") is made and entered into as of this __ day of ____, _20___, by and among xxxxx LTD, d/b/a Boatshed xxxxx.com, its affiliates, related companies, successors and assigns, whose principal office is located at xxxxxxx (hereinafter “Company"), and xxxxxxx (hereinafter "Sales Rep").Click the link below to access the UK Agents contract.
RECITALS
WHEREAS, Company is the exclusive licensee for Boatshed xxxxxx, (hereinafter "Territory"), with the Licensor in the business of boat sales and related matters, which business is operated in accordance with a distinctive system and plan utilising and comprising certain proprietary marks, confidential information, standards, specifications, techniques, insignia, management methods and standard operational procedures; and
WHEREAS, Sales Rep desires to conduct the business of providing yacht brokerage duties in the Territory on behalf of the Company; and
WHEREAS, Company desires to retain the services of Sales Rep to promote the listing and sale of boats on behalf of the Company in the Territory; and
WHEREAS, Sales Rep, as an independent contractor, and Company have agreed to the appointment of Sales Rep as Company's representative in the Territory for the listing and sale of boats on behalf of the Company; and
WHEREAS, the parties agree that it would be in their mutual best interest to enter into this Agreement;
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties mutually agree as follows:
1. Recitals. Each paragraph of the Recitals is incorporated herein by reference and reaffirmed by the parties.
2. Definitions.
Business" means the licensed business of boat sales and related matters operated and conducted under the Mark using the System more particularly described in the Systems Manual as those terms are defined respectively herein.
"Confidential Information" means any information which is disclosed to the Sales Rep by the Company or the Licensor pursuant to, or in connection with, this Agreement (whether orally or in writing and whether or not such information is expressly stated to be confidential) including the Systems Manual and all other information relating to the System or shall otherwise come into the hands of the Sales Rep in relation to the Business or the Services.
“Licensor” means the holder of the mark as outlined in Exhibit “A”
"Mark" means such registered and unregistered patents, trademarks, service marks, trade names, internet domain names and logos details of which are set out in Exhibit "A" to this Agreement and all other patents, trademarks, service marks, trade names, logos, designs, symbols, emblems, insignia, slogans and other identifying materials whether or not registered or capable of registration and all other proprietary rights whatsoever owned by or available to the Licensor adopted or designated now or at any time hereafter by the Licensor for use in connection with the System.
"Services" means the services developed by the Company or the Licensor to be provided in the course of the Business.
"Software" means the customised software which has been written exclusively for the Licensor for use in the Business and which is licensed by the Licensor to the Company.
"System" means the distinctive business format and method developed and implemented by the Licensor in connection with the operation of the Business utilising and comprising the Mark, and certain standard operational procedures, methods, management and advertising techniques part of which are contained in the Systems Manual.
"Systems Manual" means the written specification of the methods and systems devised and compiled by the Licensor to be observed and implemented in operating the Business and any amendment or variation thereof at any time hereafter notified in writing by the Licensor to the Company.
3. Appointment; Duties; Relationship of Parties.
Company hereby appoints Sales Rep, an independent contractor, as its sales representative in the territory described in Exhibit "B" attached hereto and made a part hereof, to solicit listings and sale of boats on behalf of the Company.
Sales Rep shall arrange all appointments with potential customers, conduct all meetings, take photographs and coordinate the listings; however any listing must be approved by the Company and shall, at all times, be in accordance with the Business.
All closings of any sale of boats arranged by the Sales Rep shall be conducted by an authorised representative of the Company. Sales Rep shall not have any right, power or authority to assume or create any obligation, express or implied, on behalf of the Company. It is agreed that nothing herein contained shall be deemed to authorise or empower Sales Rep to act as the Yacht Agent for the Company or to conduct business in the name of or for the account of the Company, or accept payment from any part of an obligation due only to the Company.
Sales Rep shall not use the name, trade name or trade mark of Licensor in any way so as to render Company or Licensor liable or responsible in any manner whatsoever by reason of the use of such name in connection with the conduct of Sales Rep's Business. Sales Rep shall not employ any other persons related to the Business without the written consent of the Company.
Sales Rep is not to be considered as an Yacht Agent or employee of the Company and the Sales Rep, as an independent contractor, is not entitled to the payment of any of the benefits that the Company provides its own employees, the payment of any of Sales Rep's operating or other expenses, including salaries of employees, office, telephone, truck and automobile expense, insurance, or other expenses, incurred by the Sales Rep in the course of Sales Rep's Business, except as set forth on Exhibit "C".
4. Compensation
Company shall pay to Sales Rep, as Sales Rep's sole and entire compensation for services, commissions at the rate set forth in Exhibit "C" attached hereto and made a part hereof, such commissions to be computed on the net sales proceeds from closings of boats listed by Sales Rep on behalf of the Company. Any invoice rebates, discounts, product return allowances, attorney and legal fees, and unusual costs of collection will be deducted from sales to arrive at the “net sales” figure on which commissions are earned. Commissions are to be paid within ten (10) business days of the closing of a sale of a boat on behalf of the Company
5. Term
The initial term of this Agreement shall be for one (1) year commencing from the date hereof and continuing through XXXXXXXXXXX 20____, and shall be automatically renewed from year to year thereafter unless terminated by the Company or Sales Rep for any reason by written notice mailed at least thirty (30) days prior to the termination date thereof.
The parties agree that the execution of this Agreement by any party does not grant any right to or entitle the other party to rely on or assume that this Agreement will be renewed or extended after the initial term for any additional term. In addition, nothing contained in this provision shall prevent or limit the right of either party to terminate this Agreement in accordance with the termination provisions of paragraph 11 of this Agreement.
6. Best Efforts
Sales Rep agrees to use Sales Rep's best efforts to promote the sale of boats on behalf of the Company in the territory described in Exhibit "B" and to maintain a sales organisation of sufficient size to cover the territory and to service the trade in said territory promptly and adequately and to furnish the Company with such reports, information and data as the Company may, from time to time, reasonably require. Sales Rep agrees not to solicit sales outside of the territory described in Exhibit "B". Company may, at its option, attend any of the sales meetings or calls between Sales Rep and any prospective or current customer of the Company.
7. Sales Leads, Reports, and Literature
Company, from time to time, may furnish Sales Rep a list of prospects in Sales Rep's territory. Sales Rep agrees to promptly follow up any and all sales leads provided to Sales Rep by the Company and to report the sales call and results as may be requested by Company from time to time. Company may also furnish to Sales Rep all samples, catalogs, brochures, price sheets, and other related sales aids to be used by Sales Rep in connection with Sales Rep's contract hereunder.
All materials furnished to Sales Rep by Company are the exclusive property of Company and Sales Rep shall return them to Company at Company's expense, upon the termination of this Agreement.
8. Sales Rep's Obligations. The Sales Rep agrees as follows:
8.1 By signing this agreement, the Sales Rep agrees to the fee payment terms set forth in Exhibit “D” “Boatshed Yacht Agent and Boatshed Broker Program”, which shall be a binding attachment to this agreement.
8.2 Sales Rep shall have sole responsibility for all licensing, registration and permits required for the lawful operation of Sales Rep’s Business in the territory described in Exhibit "B" and any other territory, place or state in which the Sales Rep conducts Business. Sales Rep shall further be responsible to pay all fees in connection with such licensing, registration and permits to any public authority to the extent such fees are required to be paid.
8.3 To operate the Business strictly in accordance with the provisions of the Systems Manual and to conform in all respects and at all times with the System as modified from time to time and not at any time to use any additional trade name or symbol nor do or permit to be done anything which is additional to or not in accordance with the System without the prior consent in writing of the Company.
8.4 To ensure that the Business conforms with other businesses operated in accordance with the System with regard to quality, service, cleanliness as set out in the Systems Manual the Sales Rep acknowledging that such conformity is of the utmost importance to the successful operation of the Business and the protection of the goodwill attaching to the Mark.
8.5 To comply with all reasonable advice and reasonable instructions given by the Company with regard to the operation of the System.
8.6 Sales Rep shall undergo training in the Online Boatshed training System and with the Boatshed Business Owner, and, if required by Boatshed Business Owner, to attend at a time and place specified by the Licensor any additional training
8.7 To use only such letter headings, invoices, signs, stationery, display materials, promotional literature, equipment and other items in connection with the Business as are approved in writing by the Company and immediately to desist from the use or display of any signs, materials or objects as the Company directs.
Sales Rep shall, at Company or Sales Rep's cost and expense, be furnished with equipment and clothing as stipulated in the Systems Manual that is required to perform the listing and selling of boats in accordance with the Systems Manual and maintain the corporate appearance as outlined on Licensor's Business Website as "Yacht Agent Branding Pack".
8.8 At all times, to present a neat and clean appearance and render competent sober and courteous service to customers and comply with any and all reasonable directions of the Company in this respect relating to dress, appearance and demeanour.
8.9 To sell only such products or services as may be described from time to time in the Systems Manual upon the terms and conditions therein set out.
8.10 Sales Rep shall not disclose to any third party any Confidential Information or knowledge concerning the Business, the Marks or the System.
8.11 To deal with customers of the Business only on the terms supplied by the Company.
8.12 In all dealings with customers comply with the privacy policy supplied by the Company.
9 Restrictions on Sales Rep. During the continuance of this Agreement, the Sales Rep agrees as follows
9.1 Not to commence operating the Business until the Sales Rep has undergone a proper course of training to the satisfaction of the Licensor and has been approved as competent by the Company.
9.2 Not to sell any product or render any service which does not conform to or conflicts with the standards associated with the Mark or of which the Licensor does not approve.
9.3 ot to do or omit to do any act or thing which may in the sole reasonable opinion of the Licensor bring the System or the Mark into disrepute or which may in the sole opinion of the Licensor damage or conflict with the interests of the Business or the Licensor or the other licensees of the Licensor.
9.4 The Sales Rep covenants during the term of this Agreement that they will not directly or indirectly be engaged, or interested, or concerned in the provision of the Services or any like services in the Territory or in any business which is in the sole opinion of the Licensor competitive or in conflict with the Business, and to not be engaged, or interested, or concerned in any business which is in the sole opinion of the Licensor competitive or in conflict with the Business of any licensee of the Licensor
9.5 The Sales Rep covenants for a period of one year after the termination for any reason of this Agreement not to solicit any customer who has been in the previous 12 months, a customer of the Business nor divert or seek to divert any customer from the Company or the Licensor or any other licensee of the Licensor
9.6 On receipt of Confidential Information, the Sales Rep shall at all times, during and after the termination of this Agreement, maintain in confidence such Confidential Information disclosed to Sales Rep and will not without the prior written consent of the Company publish or disclose the Confidential Information to any person.
9.7 Sales Rep will restrict disclosure of the Confidential Information to such of Sales Rep's Yacht Agents or subcontractors as have a legitimate need to know or see the same for the purposes of performing Sales Rep's obligations under this Agreement. The Sales Rep will ensure that such Yacht Agents or subcontractors to whom disclosure is made are subject to equivalent obligations of confidentiality as binds the Sales Rep.
9.8 Not to operate the system, sell any product or render any service outside of the Territory.
9.9 All intellectual property rights subsisting in any photographs, images, text, data or other content gained, gathered or processed by the Sales Rep and used on any internet website operated by the Business shall vest with Boatshed Inc and the Sales Rep hereby assigns by way of future assignment with full title guarantee all such intellectual property rights to Boatshed Inc.
10 Indemnification. The Sales Rep agrees, during and after the terms of this Agreement, to indemnify and hold Company and Licensor harmless from and against any and all claims, demands, suits, actions, causes of action, loss, damage, liability, and reasonable attorney's fees and other costs and expenses incurred by Company or Licensor as a result of any violation of this Agreement by or any act of omission or commission on the part of the Sales Rep or any of Sales Rep's Yacht Agents or servants. Neither the Company nor the Licensor shall be liable to Sales Rep for any loss, damage or injury to Sales Rep or any of its Yacht Agents of any kind and in any manner.
11 Termination
11.1 Termination Without Cause. Subject to applicable provisions of UK law, this Agreement may be terminated by any party without cause by giving to the other parties thirty (30) days prior written notice of such intent to terminate.
11.2 Termination for Cause. The parties agree that Company may, at their option, terminate this Agreement effective immediately, if any of the following occur:
(a) Sales Rep fails to perform any of the agreements, covenants and conditions set forth in this Agreement;
(b) Sales Rep makes a material false representation, report or claim in connection with the business relationship of the parties, or engages in fraud or criminal misconduct;
(c) Sales Rep dissolves, liquidates, becomes insolvent, files or is forced into bankruptcy, or executes an assignment for the benefit of creditors;
(d) Sales Rep assigns or attempts to assign any interest in this Agreement without the prior written consent of Company.
(e) Misuse or use without authorisation by Sales Rep of Licensor’s Mark; or
(f) Failure of the Sales Rep to secure or maintain a license or permit if such license or permit is required for the performance of any obligation under or in connection with this Agreement in any state or jurisdiction where this Agreement is to be performed.
11.3 Notice and Commissions. Sales Rep shall notify Company in writing immediately of the happening of any of the above specified events. Termination of this Agreement by any party for cause shall automatically cancel all obligations of Company to Sales Rep. In the event of termination of this Agreement by any party without cause, Company shall be obligated to pay Sales Rep for any commissions in accordance with paragraph 4.
On the termination of this Agreement, Sales Rep agrees it will immediately discontinue the use of the Mark or any names, trade names, trademarks, signs, stationery, advertising or anything else that might make it appear that Sales Rep is still handling Company’s Business. Further, Sales Rep shall cease holding itself out, in any manner, as an authorized sales representative for Company.
11.4 Cancellation by Sales Rep: This Agreement may be cancelled by the Yacht Agent or broker with thirty (30) days written notice to the company.
12 No Liability for Termination. Except for any commissions due Sales Rep after termination of this Agreement, neither Company nor Sales Rep shall be liable to the other because of the termination of this Agreement (regardless of the circumstances of termination) for compensation, reimbursement or damages of any kind, including damages because of loss of prospective profits or because of expenditures, investments, leases or any other types of commitments made in connection with the establishment, development or maintenance of the business of either party or on account of any other cause whatsoever.
13 Non-Assignment. This Agreement shall be binding upon and inure to the benefit of Company and their respective successors and assigns. This Agreement, however, is a personal service contract entered into by Company in reliance upon and consideration of personal qualifications and representations made by the Sales Rep. Sales Rep shall not delegate or assign any rights, duties, responsibilities or obligations hereunder to any person or organization, in whole or in part, without the prior written consent of Company.
14 Waivers. The failure of any party at any time to require performance by another party of any provision hereof shall not affect in any way the full right to require such performance at any time thereafter nor shall the waiver of a breach of any provision hereof by a party be taken to be held as a waiver of the provision
15 Notices. Any notice provided for herein shall be by certified mail return receipt requested, addressed to the last known address of the Sales Rep or in the case of Company to their place of business.
16 Enforcement. Each party hereto agrees to pay the reasonable attorney's fees, court costs, and other costs of enforcement of the substantially prevailing party incurred in enforcing the terms of this Agreement in the event of a violation of the terms or covenants herein contained.
17 Co-operation. The parties hereto agree to cooperate with the other parties and to perform all acts and things as may be reasonably requested in order to affect the intent and purpose of this Agreement.
18 Sever ability. Whenever possible, each provision hereof shall be construed so as to be interpreted in such manner as to be effective and valid under applicable law. If any provision of this Agreement or the application thereof to any party or circumstance shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition without invalidating the remainder of such provision or any other provision of this Agreement or the application of such provision to other parties or circumstances.
19 Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes all prior Sales Representative Agreement, contracts, agreements, negotiations, or other understandings of the parties and may be modified only by a written amendment duly executed by each of the parties hereto. The parties acknowledge and agree that the terms of this Agreement in no way modify the License Agreement between Licensor and Company.
20 Dispute Resolution. The parties hereto agree to use their best efforts to attempt to resolve any disputes, controversies or claims arising out of or relating to this Agreement, through good faith discussions and negotiations. In the event a dispute cannot be resolved between the parties, the parties agree that such dispute shall be referred to arbitration pursuant to the Arbitration Act 1996.
21 Governing Law. This Agreement and any amendments made hereto shall be governed by and construed in accordance with English law.
N WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate originals the day and year first above written.
By:
______________________________________________________________________________________________
(Your Signature):
Print NameDate
COMPANY
and:
___________________________________________________________________________________________
(Sales Yacht Agent Signature)
Print NameDate
SALES YACHT AGENT
EXHIBIT "A"
Boatshed: UK Trade Marks Registry dated 20th September 2002: Class 35, in the name of Neil Chapman: Reg. number 2281044 .
EXHIBIT "B"
Sales Representative Agreement by and among xxxxxxx LTD, xxxxxxxx (Yacht Agent)
Territory
The territory shall consist of: Please fill in as per the License Agreement
EXHIBIT "C"
Sales Representative Agreement by and among xxxxxxx LTD,xxxxxxx (Yacht Agent).
Compensation Schedule
Company shall pay Sales Rep a commission based on “net sales” in accordance with paragraph 4 of the Agreement and based on the following schedule:
Boatshed Yacht Agent Compensation Schedule:
- From seven to seventy Percent (7 - 70%) of the net commission received by the Company on each sale for vessels listed by said Sales Rep and sold by said Sales Rep during the continuance of this agreement.
EXHIBIT "D"
Sales Representative Agreement by and among xxxxxxx LTD and xxxxxxx (Yacht Agent).
Boatshed Yacht Agent Entry Program
- Cost of Entry: It is understood that the fees are as follows:Boatshed Yacht Agent: A £100.00 one off setup fee (ref. item 2 below) to include: Administrative System Access, Email and Email Access
- Monthly Administration Fee: Boatshed Yacht Agent: Fee of £50 per month will be paid one month in advance to the Company during the continuance of this agreement to include:Access to Global Boat Advertising and Web DataFeeds24/7 Support – Online Manual24/7 Yacht Agent Level System AccessBoatshed Email accountWeb hosting of personalized Boatshed website
Please send to business@boatshed.com