| 0.01 |
This agreement is made this
day of
200,
between IRAD L.L.C., a |
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Nevada Limited Liability Company, having
its principal place of business in Las Vegas, Nevada, hereafter |
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referred to as "IRAD", and you the
INDEPENDENT CONTRACTOR/REPRESENTATIVE, hereafter |
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referred to as "Contractor". |
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ARTICLE 1. DEFINITIONS FOR THIS
CONTRACT |
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| 1.01 |
"Agreement" in this
contract refers to the terms and conditions both parties assent to on their
own free will |
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and without undue commercial or personal
influence. All terms and conditions are assented to between the |
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parties with anticipation and reliance
that the contract will be enforceable in whole. |
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| 1.02 |
"Authorized Company Representative"
is defined in this contract agreement as a IRAD employee in a
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management position. |
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| 1.05 |
"Business expense"
expenses incurred in the furtherance of one's commercial or business
interests. |
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| 1.06 |
"Contractor" is defined as
an independent contractor/representative for IRAD who agrees to the terms
of |
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this contract. |
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| 1.07 |
"Customer Order Form" is
an order form providing the necessary information to process orders so IRAD |
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products and services may be provided to
potential clients. |
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| 1.08 |
"Management" those persons
in a managerial position, capable and with the authority to enter into a
binding |
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contract on behalf of the company or the
party at interest. |
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| 1.10 |
"IRAD approved customers"
customers submitted by contractor or employee and approved by IRAD |
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Management as a IRAD client. |
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ARTICLE 2. RELATIONSHIP OF PARTIES |
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| 2.01 |
IRAD hereby appoints "Contractor" as a
non-exclusive independent contractor, to market, sell, promote, |
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distribute, all services contained in "Appendix
A" to this agreement. Upon execution of this agreement, |
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Contractor accepts appointment as an
independent contractor and agrees to be bound by the terms |
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contained herein. |
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| 2.02 |
Contractor shall not be an employee of
IRAD, and Contractor's relationship to IRAD shall be an |
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independent contractor relationship.
Contractor will not hold himself out as an employee of IRAD, and will |
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not have the authority to act on behalf
of IRAD, except as expressly stated herein, or agreed to in writing by |
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the parties to this agreement. |
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ARTICLE 3. TERM OF CONTRACT |
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| 3.01 |
This Agreement shall become effective on
the date specified in paragraph 0.01, and shall continue in effect |
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for a period of one calendar year
thereafter. The Agreement shall automatically renew for consecutive
one |
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year periods, unless either party
exercises a right to cancel the contract by written notice. |
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ARTICLE 4. SERVICES TO BE PROVIDED
BY INDEPENDENT CONTRACTOR |
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| 4.01 |
Contractor shall use his/her efforts to
market IRAD products to potential customers, by legal means |
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conforming with State and Federal Law.
Contractor will determine the method, details, and means of |
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performing the above-described services. |
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| 4.02 |
Contractor shall only engage in
advertising, marketing, and promotional efforts that reflect positively on
the |
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reputation of IRAD and its clients, and
do not misrepresent any IRAD products, promotional campaigns, |
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services, representation, or other. |
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| 4.03 |
ALL promotional or advertising literature
shall express in plain language Contractor's relationship to |
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IRAD, as a independent contractor, and
that IRAD accepts no liability for misrepresentations of |
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inaccuracies contained therein. |
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| 4.04 |
Contractor agrees not to use, copy,
recreate, or misuse, the IRAD name, without the express written consent |
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of IRAD. |
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| 4.07 |
ALL "Customer Order Forms" submitted to
IRAD are subject to approval by IRAD \management. IRAD |
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may, upon its sole digression, approve or
reject any potential customer submitted for IRAD \management |
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approval. \if the customer is rejected
due to insufficient or inaccurate information having been supplied to |
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IRAD Management, it is the sole
responsibility of Contractor to resubmit a completed and accurate |
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"Customer Order Form". Thereafter,
and "Customer Order Form" application, resubmitted for approval |
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is subject to the sole discretion of IRAD
Management. |
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| 4.08 |
Contractor shall not have the authority
to create, bind, or accept on behalf of IRAD, the purchase or sale of |
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products or service discretion of IRAD
Management. |
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| 4.09 |
Contractor, shall be liable for all
business expenses contractor incurs during the promotion of IRAD |
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products or services, unless otherwise
agreed in writing by and between parties to this agreement. |
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| 4.10 |
Contractor may, at Contractor's own
expense, employ such assistants as contractor deems necessary to |
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perform the services required by this
agreement. However, IRAD accepts no liability for Contractor's |
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assistants, and Contractor agrees to
indemnify IRAD for any liability arising therefrom. |
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| 4.11 |
Contractor shall hold IRAD harmless of
all civil and criminal liabilities that arise from Contractor's |
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unauthorized representation of IRAD. |
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ARTICLE 5. RESPONSIBILITY OF IRAD
LLC |
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| 5.01 |
IRAD shall process "Customer Order Forms"
received from Contractor in a timely manner, and will notify |
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Contractor of Order approval or
rejection. IRAD is under no obligation to accept or approve any |
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"Customer Order Form" submitted by
Contractor. Approval of "Customers" are at the sole discretion of
IRAD. |
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| 5.02 |
IRAD will make available to Contractor
informative marketing and sales literature on its website at |
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www.iradnet.net, however implementation of sales literature and
sales process is determined by |
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contractor. |
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ARTICLE 6. COMPENSATION |
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| 6.01 |
Contractor shall be paid one third (⅓) of
gross monies collected from sales as referenced in Appendix A. |
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| 6.02 |
Contractor shall submit each
new client for IRAD management approval on an authorized "customer order |
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form". Contractor shall
be entitled to compensation only following IRAD management approval of the |
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submitted customer, and
monies for the sale having been collected by IRAD. |
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| 6.03 |
Payment of
commissions shall be made to contractor within thirty (30) days following receipt of monies |
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from customer to IRAD.
Commission monies shall be paid via PayPal. Contractor will be required to
open a |
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Paypal account
unless otherwise agreed upon between the parties in writing. IRAD does
not accept any |
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liabilities in payments
that are delayed. |
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| 6.04 |
IRAD maintains the right to
"charge back" against any commission payment made to or due contractor for |
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any of, but not limited to
the following: |
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A. |
Customer cancels sale of the IRAD
product or service within fifteen (15) days |
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following the sale by contractor and
approval of customer by IRAD management. |
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B. |
Customer method of payment fails for any
reason. |
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C. |
IRAD reject customer order due to
misinformation or lack of information as requested on |
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"customer order form". |
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D. |
IRAD rejects customer order due to
subject matter referenced in customer's order or |
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"customer order form". IRAD
maintains within its sole discretion to determine whom |
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it will make its service available. |
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| 6.05 |
IRAD maintains within
its sole discretion the right to reject any customer order, account or
other, on |
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IRAD's determination
that said account may pose an adverse interest on IRAD's business
perspective. |
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ARTICLE 7. TERMINATION OF CONTRACT |
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|
| 7.01 |
Not withstanding any other
provision of this agreement, either party hereto may terminate this
agreement for |
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the following reasons: |
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a. |
A material breach of any term
of this contract by either party, and breaching party failures to cure |
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breach within a commercially
reasonable time, non-breaching party may terminate contract on |
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written notice. |
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b. |
Contract
automatically terminates without notice if Contractor
intentionally misrepresents the |
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services of IRAD, or engages
in activity that may be construed as misleading or fraudulent. |
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c. |
The sale of IRAD, or, the
filing of bankruptcy or insolvency of either party will cause this contract |
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to automatically
terminate without notice. |
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d. |
If IRAD determines State or
Federal \law restricts, forbids, or limits IRAD's ability to provide |
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service to its customers,
IRAD may terminate agreement by written notice. |
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e. |
Contractor may not assign
rights under this contract without prior written approval of IRAD. Any |
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attempt by contractor to
assign rights pursuant to this contract will entitle IRAD to terminate |
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contract on notice. |
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ARTICLE 8. CONFIDENTIAL INFORMATION
AND TRADE SECRETS |
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| 8.01 |
Contractor agrees and
acknowledges that all information disclosed to Contractor concerning IRAD,
or |
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learned by reason of work
performed due to Contractor's relationship with IRAD, either written or
oral, |
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relating to IRAD's business
activities, customer names and addresses, methods of operation, marketing, |
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pricing, operating plans,
information relating to existing or future product and services, is a
valuable IRAD |
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trade secret and the
unauthorized disclosure or use of such information by Contractor, agents, or |
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representative, shall cause
immediate, substantial, and irreparable harm and loss to IRAD.
Furthermore, |
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Contractor understands that
IRAD desires to keep such information confidential and in the strictest |
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confidence, and Contractor's
agreement not to disseminate said information and material, and Contractor's |
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obligation to refrain from
disclosure of any such information will survive termination of this contract |
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indefinitely, unless
otherwise advised in writing by IRAD. |
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| 8.02 |
Pursuant to all requirements
stated in paragraph 8.01, Contractor further agrees to the following: |
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a. |
Use information and IRAD
trade secrets solely for the purpose of promoting IRAD products and |
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services on behalf of IRAD. |
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b. |
Except as provided herein,
Contractor agrees not to disclose information deemed confidential or |
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information that could be
deemed confidential, to any competitor or third party to this contract, |
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without the express written
consent of IRAD. |
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c. |
Contractor may discuss
confidential information only with employees of IRAD,
or similarly |
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situated independent
contractors of IRAD, or persons Contractor has knowledge of executing a |
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similar Confidentially
agreement. |
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d. |
Not to disclose the identity
of any and customers of IRAD, except as provided herein. |
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ARTICLE 9. NON-SOLICITATION |
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| 9.01 |
Contractor agrees that any
and all customers submitted for approval, or approved by IRAD, are the |
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exclusive property of IRAD. |
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| 9.02 |
Contractor agrees not to
directly or indirectly contact, solicit, or represent, products or services
that |
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compete with similar services
offered by IRAD for a period of one year following
termination of this |
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contract. |
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| 9.03 |
Contractor and IRAD recognize
the serious and irreparable harm likely to occur should Contractor violate |
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any provision contained
within this Article. IRAD shall be entitled to injunctive orders to
prevent any |
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breach of this Article by
Contractor, Contractor's employees or business associates. Pursuant to
this |
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provision, IRAD does not
waive any rights to other remedies available in equity or law. |
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ARTICLE 10. GENERAL PROVISIONS |
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| 10.01 |
NOTICES:
Unless otherwise provided in this Agreement, all notices sent to IRAD shall
be addressed to |
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IRAD, L.L.C. corporate
headquarters in Nevada, be in writing, delivered by United States Postal
Service |
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and sent registered mail with
return receipt requested. IRAD may provide similar notice by using |
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First Class United States
Mail sent to Contractors last known address. |
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| 10.02 |
ASSIGNMENT CLAUSE:
The parties agree that IRAD may assign its rights, obligations, and
interests |
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under and arising out of this
agreement to any third party. The parties also agree that Contractor
may not, |
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assign any rights, in whole
or in part, under this contract without the express written consent of IRAD. |
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Furthermore, IRAD may at its
sole discretion withhold consent for assignment. Any assignment in
violation |
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of this paragraph shall be
void and of no force or effect as the assignee and shall entitle IRAD to
terminate |
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this agreement with or
without notice. |
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| 10.03 |
FORCE MAJEURE:
IRAD shall have no liability for any loss or damages caused by any of the
following |
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force majeure conditions:
fire, flood, explosions, strikes, embargoes, power blackouts, earthquakes, |
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volcanic actions, wars,
water, the elements, labor disputes, riots, thefts, acts of public enemy,
acts of God, |
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acts of government, acts or
omissions of Customer, acts or omissions of any Carriers or Internet service |
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providers, or any other cause
beyond the reasonable control of IRAD |
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| 10.04 |
SEVERABILITY: The parties agree that any terms, conditions, or
provisions of this agreement which are |
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unenforceable by
law shall be deemed to be void and stricken from this Agreement, and the
Agreement |
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shall
automatically be deemed to be so amended. If such amendments shall
substantially alter the substance |
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of this
agreement, the parties agree to promptly negotiate in good faith to modify
this agreement to |
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accomplish the
intent of the stricken provision. |
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| 10.05 |
NON-WAIVER:
Any forbearance by either party in exercising any right or remedy arising
from this |
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agreement or
breach thereof, shall not be waiver of or preclude the exercise of any right
or remedy. |
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| 10.06 |
ARBITRATION:
With the exception of injunctive relief available pursuant to this
agreement, any and all |
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disputes arising
out of or relating to this agreement shall be determined and resolved by
arbitration, in |
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accordance with
the American Arbitration Association. The decision of the
arbitrator(s) shall be final and |
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binding upon the
parties, and judgment may be entered in the court having proper
jurisdiction. |
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| 10.07 |
VENUE AND
JURISDICTION: All claims arising out of this agreement, shall
be arbitrated in |
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County,
.
In the event
this arbitration clause fails, all litigation shall proceed in |
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County,
,
unless agreed
otherwise by IRAD in writing. |
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| 10.08 |
APPLICABLE
LAW: This Agreement and all claims arising therefrom shall be
governed by the laws of |
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. |
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| 10.09 |
ATTORNEYS FEE:
In the event either party exercises their rights under
this agreement through |
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arbitration or
injunctive relief, the losing party shall bear the entire cost of the
arbitration and the other |
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party's
reasonable attorney's fees. |
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| 10.10 |
EXCUSABLE
DELAYS: Any event that prevents IRAD from performing its
obligations hereunder and |
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that is beyond
the reasonable control and without the fault or negligence of IRAD, shall
constitute an |
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excusable delay.
In such event, the performance obligation of IRAD shall be suspended and the
term of this |
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Agreement shall
be extended for a period of time equal to the length of the excusably delay;
provided, |
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IRAD notify
Contractor of the delay, nature of delay, and estimated time such delay will
continue. In the |
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event such delay
continues for a period of ninety (90) calendar days and such delay has a
material adverse |
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impact on
Contractor, Contractor may terminate this Agreement by written notice. |
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|
| 10.11 |
WARRANTY
EXCLUSIONS: THE SERVICES PROVIDED UNDER THIS AGREEMENT |
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INCLUDING, BUT
NOT LIMITED TO, THE REPORTS AND SERVICES ARE PROVIDED ON AN |
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"AS IS" BASIS.
IRAD AND ITS SUBSIDIARIES, AFFILIATES, SUBAGENTS AND SUPPLIERS |
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MAKE NO
WARRANTIES, EXPRESSED OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY |
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WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IRAD |
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MAKES NO
GUARANTEES, PROMISES, OR ANY OTHER REPRESENTATIONS REGARDING THE |
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ACCURACY OR
COMPLETENESS OF ANY INFORMATION CONTAINED IN REPORTS AND |
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SERVICES OR THE
DATE OR TIME OF DELIVERY OF THE REPORTS AND SERVICES. |
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| 10.12 |
LIMITATION
OF LIABILITY, EXCLUSIVE REMEDIES: IRAD SHALL NOT BE
RESPONSIBLE |
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FOR ANY DAMAGES,
WHETHER OR NOT FORESEEABLE, THAT ARE SUSTAINED BY |
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CONTRACTOR AND
ARISE FROM THE INTERNET SERVICE PROVIDER'S PERFORMANCE OR |
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NONPERFORMANCE FO
ANY WORK OR SERVICES (INCLUDING, BUT NOT LIMITED TO, |
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LOST PROFITS OR
REVENUES OR INCREASED COST OF OPERATIONS), WHETHER OR NOT |
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SERVICE HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, |
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THIS AGREEMENT
SHALL NOT CREATE FOR, NOR GIVE TO, ANY THIRD PARTY ANY CLAIM |
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OR RIGHT OF
ACTION AGAINST IRAD THAT WOULD NOT ARISE WITHOUT THIS AGREEMENT. |
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|
| 10.13 |
INDEMNIFICATION: In the event IRAD shall, without fault on its
part, be made or become a party to |
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any suit, claim
or demand as a result of any act or omission of Contractor, its
stockholders, officers, |
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directors,
employees, or agents, Contractor shall hold IRAD harmless from and against
any and all |
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damages, actions,
claims, loss, costs, expenses, or liability, including, without limitation,
court costs and |
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reasonable
attorney's fees, incurred by or imposed in IRAD in connection with such
claim, suit or |
| |
demand. |
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| 10.14 |
ENTIRE
AGREEMENT OF PARTIES: This agreement represents the entire
Agreement between the |
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parties hereto,
and supersedes any and all agreements, either oral or written, previous or
contemporaneously |
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executed.
Any modification of this agreement shall be executed in writing signed by
both parties. |