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PRODUCER AGREEMENT This Agreement ( "Agreement") is made as of 2012-05-19 (the "Effective Date"), between Business Builders Group, LLC., a New York limited liability company ("Business Builders") and yourself (the “Producer”). RECITALS: Business Builders and Producer each acknowledge that the other has valuable information and contacts which may be beneficial to the other party and wish to share revenue which may result from sharing such information and otherwise cooperating with each other as set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and agreements contained in this Agreement, the parties, intending to be bound by this Agreement, agree as follows: 1. Business Builders represents that it has developed a network of manufacturers, distributors and service providers (“Vendors”) which it has screened and believes can and will provide products and services which Producer can have confidence in. Vendors have agreed to pay Business Builders a fee for introducing customers and clients who purchase products and services from such Vendors. Business Builders agrees to disclose to Producer its Vendor list, describe the products and services offered by such Vendors, pricing information, the fees to be paid by Vendors to Business Builders and other information obtained by Business Builders regarding each Vendor. 2. Producer represents that it has contacts, clients or customers (“Purchasers”) who rely on Producer’s recommendations to make certain purchase decisions. Producer agrees to disclose to Business Builders the name and contact information and the purchase requirements of such Purchasers and to recommend to such Purchasers that they consider purchasing from Vendors introduced by Business Builders. 3. Producer and Business Builders mutually agree that the information disclosed by one to the other is "Confidential Information", that has acquired independent economic value from not being readily known or ascertainable by proper means by others and is not generally known to the public or otherwise in the public domain, or which would otherwise constitute a trade secret. Confidential Information does not include information that was in the lawful knowledge and possession of, or was independently developed by, the receiving party prior to the time it was disclosed by the disclosing party to the receiving party as evidenced by written or electronic records kept in the ordinary course of business of the receiving party, which fact is disclosed to the disclosing party within 2 business days of receiving same from the disclosing party. 4. Producer and Business Builders, each as a receiving party, acknowledge that the Confidential Information which has been disclosed to it has been developed or obtained by the disclosing party by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of the disclosing party. Therefore, the receiving party agrees to hold in confidence and to not use or disclose the Confidential Information to any person or entity (except for persons who have a duty of confidentiality to the receiving party) without the prior written consent of the disclosing party. The receiving party acknowledges that the use or disclosure of the Confidential Information in a manner inconsistent with this Agreement may cause the disclosing party irreparable injury and that the disclosing party may not have an adequate remedy at law in the event of such noncompliance. Therefore, the receiving party acknowledges that the disclosing party is entitled to: (i) injunctive relief without the posting of bond or other security and (ii) liquidated damages of $10,000 for each act of wrongful disclosure, in addition to whatever other remedies it may have, at law or in equity, in any court of competent jurisdiction against any acts of noncompliance or breach by the receiving party under this Agreement. 5. Producer and Business Builders, each as a receiving party, agree: (i) to use the Confidential Information received from the disclosing party solely for the purpose of implementing the purposes of this Agreement; (ii) to not, directly or indirectly, use any Confidential Information for its own benefit or on its own behalf or for the benefit or on behalf of others for any purpose other than as contemplated in this Agreement; (iii) not to disclose such Confidential Information to any unauthorized third party; (iv) to utilize procedures constituting a high degree of care to maintain the security of such Confidential Information and (v) to maintain accurate records regarding contacts made by Vendors and Purchasers and transactions entered into by Vendors and Purchasers so that the fees due and to be shared in accordance with this Agreement may be accurately determined. Producer agrees that it will not contact a Vendor without first notifying Business Builders in each instance of such proposed contact and its purpose. Producer agrees that once a business relationship is established between a Vendor and Purchaser, Producer will take no action to induce Purchaser to end such relationship with such Vendor without obtaining the prior written consent of Business Builders, which will not be unreasonably withheld or delayed. 6. If a receiving party is required by law or court order to disclose any Confidential Information, the receiving party shall: (i) notify the disclosing party in writing as soon as possible, but in no event less than five (5) days prior to any such disclosure; (ii) cooperate with the disclosing party to preserve the confidentiality of such Confidential Information consistent with applicable law; and (iii) use its best efforts to limit any such disclosure to the minimum disclosure necessary to comply with such law or court order. 7. Business Builders agrees to invoice Vendors for transactions entered into with Purchasers in accordance with an agreed upon fee schedule, which has been disclosed to Producer. Notwithstanding the foregoing, Business Builders may from time to time negotiate different payment terms based upon the volume of business introduced or any other basis agreed upon by Business Builders and Vendors. Business Builders agrees to keep Producer informed of any change to the fee schedule. Producer shall be entitled to share in the fees actually collected by Business Builders in accordance with the provisions of Exhibit A attached to this Agreement. Such sharing of fees may be changed on a case by case basis as agreed by Business Builders and Producer and noted on Exhibit A. To the extent that any fees collected by Business Builders have to be remitted or credited to Vendors because of chargebacks, returned goods, or otherwise as a result of dealings between Vendors and Purchasers, appropriate offsets will be made to amounts due Producer under this Agreement, provided, if Vendor chargebacks or offsets are based on transactions unrelated to Producer or Purchasers introduced by Producer, Business Builders shall not reduce amounts due Producer under this Agreement. Except as provided above, all amounts due to Producer under this Agreement shall be paid by Business Builders within 15 days of receipt of fees due Business Builders from Vendors. 8. Business Builders shall take all reasonable actions to collect fees due Business Builders from Vendors and may deduct a proportionate portion of the costs of collection from amounts due Producer; provided, nothing in this Agreement shall require Business Builders to commence litigation or take any specific collection actions if Business Builders reasonably believes such collection activity is not cost effective. 9. From time to time Producer may introduce to Business Builders persons who become Producers. To the extent thereof, Producer and Business Builders shall agree upon a fee due as a result of such introduction which shall be reflected on Exhibit B to this Agreement. 10. During the term of this Agreement and once after the term within six (6) months from the termination of this Agreement, Business Builders and Producer shall have the right to conduct a reasonable and necessary inspection of the books and records of the other party which are relevant to determining fees received from Vendors, contacts between Producer and Vendor, Purchaser and Vendor or other matters relevant to this Agreement. Any such audit may be conducted during reasonable business hours at the offices of the other party upon not less than three (3) days prior written notice. The costs and expenses of the audit shall be borne by the party conducting the audit; provided that, if after an audit is conducted which detects that either party owes additional sums to the other party, then such party shall pay for the reasonable costs of such audit and all subsequent audits. 11. This Agreement commences on the Effective Date and continues in effect until terminated by either party on not less than 60 days prior written notice. In such event all fees due through the date of termination shall be paid in full. Thereafter, if Purchasers introduced by Producer continue to do business with Vendors and the Vendors continue to remit fees to Business Builders, Business Builders shall continue to pay Producer under this Agreement for up to six months. Upon any termination of this Agreement, the duty to maintain Confidential Information shall remain in effect so long as such Confidential Information remains confidential for up to 2 years. 12. Each party represents to the other that: (i) this Agreement has been duly authorized by all corporate action or otherwise; (ii) by complying with the terms of this Agreement, neither party is violating the terms of any other agreement to which such party is bound; and (iii) by entering into this Agreement, neither party is violating any law, rule or regulation governing such party’s activities. BUSINESS BUILDERS DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE FITNESS OF A PRODUCT OR SERVICE PROVIDED BY A VENDOR FOR ANY PARTICULAR USE BY A PURCHASER. 13. THE RECEIVER OF CONFIDENTIAL INFORMATION ACKNOWLEDGES AND AGREES THAT ALL CONFIDENTIAL INFORMATION IS PROVIDED WITHOUT REPRESENTATION OR WARRANTY ON AN "AS IS" BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. 14. Each party agrees to defend, indemnify and hold harmless the other party and the officers, directors, agents, affiliates and employees of the other party from any and all third party claims, demands, liabilities, costs or expenses, including reasonable attorney fees or disbursements, resulting from the indemnifying party’s breach of any duty, representation, or warranty of this Agreement. 15. Except as set forth in this Agreement, neither Business Builders nor Producer shall have any obligation to conduct business with the other party, to offer business opportunities to the other party or refrain from competing with the other party in any other business endeavor. 16. This Agreement is not intended to create any relationship of employment, a joint venture or partnership and, except as specifically set forth in this Agreement, neither party may legally bind the other party to any legal obligation. Producer acknowledges that as an independent contractor, it is responsible for the payment of all income or other taxes due by virtue of its receipt of payments pursuant to this Agreement. 17. This Agreement sets forth the entire understanding of the parties regarding the subject matter covered by this Agreement, supersedes all prior agreements between the parties whether written or oral regarding the subject matter of this Agreement, and cannot be canceled, amended or modified except by written agreement between the parties. This Agreement is governed, construed and enforced in accordance with the laws of the State of New York without giving effect to such state’s conflict-of-laws principles. Any legal proceedings relating to the subject matter of this Agreement will be maintained in federal or state courts located in Nassau or Suffolk Counties, New York and the parties consent and agree to such jurisdiction and venue. Service of process in any such action may be effected by certified mail, return receipt requested to the address first set forth above or such substitute address provided to such party in writing. If any part of this Agreement is found to be illegal, invalid or unenforceable, this Agreement will be given such meaning as would make this Agreement legal, valid and enforceable in order to give effect to the intent of the parties. Neither party may assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other party. No waiver of any breach of this Agreement shall be deemed a waiver of any preceding or succeeding breach or of any other agreement . No extension of time for performance of any obligations shall be deemed an extension of the time for performance of any other obligations. This Agreement is binding upon and will inure to the benefit of the parties hereto and their respective permitted successors or assignees. This Agreement is valid once electronically signed by Producer. **** Exhibit A Commission Structure for Producers Percent of gross Commission Received by Business Builders and Paid to Producer The percentage of commissions received by Business Builders that shall be paid to Producer for the first $25,000 of gross commissions collected by Business Builders 40% The percentage of commissions received by Business Builders that shall be paid to Producer for $25,001 to $50,000 of gross commissions collected by Business Builders 50% The percentage of commissions received by Business Builders that shall be paid to Producer for over $50,001 of gross commissions collected by Business Builders 55% Exhibit B Commission Structure for Producers that Refer Other Producers and/or Vendors Percent of gross Commission Received by Business Builders and Paid to Producer The percentage of commissions received by Business Builders that shall be paid to Producer for referring another Producer for the first $25,000 of gross commissions collected by Business Builders 8% The percentage of commissions received by Business Builders that shall be paid to Producer for referring another Producer for $25,001 to $50,000 of gross commissions collected by Business Builders 9% The percentage of commissions received by Business Builders that shall be paid to Producer for referring another Producer over $50,001 of gross commissions collected by Business Builders 10%