Click here for a printable version of the Vendor Agreement.

VENDOR 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 “Vendor”). RECITALS: Vendor acknowledges that Business Builders has valuable information and contacts with potential purchasers of Vendor’s products or services which may be beneficial to Vendor and agrees to compensate Business Builders 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: 2. Business Builders represents that it has contacts, clients or customers (“Purchasers”) who rely on Business Builder’s recommendations to make certain purchase decisions. Business Builders agrees to disclose to Vendor the name and contact information and the purchase requirements of each such Purchaser and to recommend to such Purchasers that they consider purchasing from Vendor and other information obtained by Business Builders regarding each Purchaser. 3. Vendor agrees that the information disclosed by Business Builders regarding Purchasers 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 Vendor prior to the time it was disclosed by Business Builders as evidenced by written or electronic records kept in the ordinary course of Vendor’s business, which fact is disclosed to Business Builders within 2 business days of receiving same from Business Builders. 4. Vendor acknowledges that the Confidential Information which has been disclosed to it has been developed or obtained by Business Builders by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of Business Builders. Therefore, Vendor agrees to hold in confidence and not use or disclose the Confidential Information to any person or entity (except for persons who have a duty of confidentiality to Vendor) without the prior written consent of Business Builders. Vendor acknowledges that the use or disclosure of the Confidential Information in a manner inconsistent with this Agreement may cause Business Builders irreparable injury and that Business Builders may not have an adequate remedy at law in the event of such noncompliance. Therefore, Vendor acknowledges that Business Builders 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 Vendor under this Agreement. 5. Vendor agrees: (i) to use the Confidential Information received from Business Builders solely for the purpose of selling Vendor’s products or services to Purchasers introduced by Business Builders; (ii) to not, directly or indirectly, disclose or use any Confidential Information to or for the benefit of others for any purpose other than as contemplated in this Agreement; (iii) to utilize procedures constituting a high degree of care to maintain the security of such Confidential Information and (iv) to maintain accurate records regarding sales made by Vendor to Purchasers and any other transactions entered into by Vendor with such Purchasers so that the fees due in accordance with this Agreement may be accurately determined. 6. If Vendor is required by law or court order to disclose any Confidential Information, Vendor shall: (i) notify Business Builders in writing as soon as possible, but in no event less than five (5) days prior to any such disclosure; (ii) cooperate with Business Builders 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. Vendor agrees to compensate Business Builders for each sale or transaction entered into with Purchasers in accordance with Exhibit A, which shall be separately negotiated and then attached to and made part of this Agreement. Vendor and 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 Vendor and Business Builders, which change or amendment will be noted on said Exhibit A. To the extent that any collections by Vendors from Purchasers, upon which the commissions or fees paid to Business Builders were computed in accordance with this Agreement, have to be remitted or credited to Purchasers because of chargebacks, credits, returned goods, or otherwise as a result of dealings between Vendors and Purchasers, appropriate offsets will be made to amounts due Business Builders under this Agreement. Except as provided above, all amounts due to Business Builders under this Agreement shall be paid by Vendor within 10 days of receipt of payments due Vendor from Purchasers. 8. To the extent that Vendor and Purchasers or Vendor and other vendors introduced by Business Builders enter into any transaction not described in Exhibit A, Vendor and Business Builders shall agree upon a fee or commission due as a result of the introduction of such Purchaser or other vendor to Vendor by Business Builders, which fee or commission shall be reflected on Exhibit B to this Agreement. Such transaction may include a merger, sale, financing or other similar transaction. 9. During the term of this Agreement and once after the term within six (6) months from the termination of this Agreement, Business Builders shall have the right to conduct a reasonable and necessary inspection of the books and records of Vendor which are relevant to determining the fees or commissions due to Business Builders in accordance with this Agreement or other matters relevant to this Agreement. Any such audit may be conducted during reasonable business hours at the offices of Vendor upon not less than three (3) days prior written notice. The costs and expenses of the audit shall be borne by Business Builders; provided that, if after an audit is conducted which detects that Vendor owes Business Builders additional sums, then Vendor shall pay for the costs of such audit and all subsequent audits. 10. This Agreement commences on the Effective Date specified herein or the date Exhibit A is signed by both parties, whichever is later, and continues in effect until terminated by either party on not less than 60 days prior written notice. In such event all fees due Business Builders through the date of termination shall be paid in full. Thereafter, if Purchasers introduced by Business Builders continue to do business with Vendor, Vendor shall continue to pay Business Builders under this Agreement for three (3) years following the termination of this Agreement. 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 three (3) years. 11. 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. 12. VENDOR ACKNOWLEDGES AND AGREES THAT ALL CONFIDENTIAL INFORMATION RECEIVED FROM BUSINESS BUILDERS IS PROVIDED WITHOUT REPRESENTATION OR WARRANTY ON AN "AS IS" BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES 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. 13. Vendor agrees to defend, indemnify and hold harmless Business Builders and the officers, directors, agents, affiliates and employees of Business Builders from any and all claims, demands, liabilities, costs or expenses, including reasonable attorney fees or disbursements, resulting from a breach by Vendor of its obligations to Purchasers. 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. 14. 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. Business Builders 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. 15. 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 shall be considered valid after the following conditions are met: (1) the Agreement is electronically signed by Vendor and verified by Business Builders; and (2) Exhibit A, detailing the specific monetary rates referenced in Section (7) above, is signed by both parties and thereby becomes part of this Agreement. ****