Sub Agent Information Sheet

Transcription

1 Sub Agent Information Sheet Owner/Manager Name: Company Name: EIN # : Street Address: City, State, Zip: Phone (cell): Phone (other): Fax Number: E---Mail Address: Additional Contact Information (if applicable):

2 SUB-Agent AGREEMENT For Louisiana This Agreement is entered into this day of 20, by and between Profit Resources Group LLC, ( Master ISO ) whose principal place of business is located at: 1200 Arkansas Rd. West Monroe, LA 71291, and: whose principal place of business is located at: Sub-- ISO known as (AGENT). Company and ISO and Sub--ISO (Agent) may be referred to herein, individually, as a Party, and, collectively, the "Parties." 1) APPOINTMENT AND DUTIES. Master ISO appoints Sub-ISO, and Sub-- ISO accepts appointment, as an Independent Sales Organization ( ISO ), for the purpose for selling and distributing wireless handsets of PayGo Distributors, LLC ( PayGo Distributors ) under the federal Lifeline program ( Lifeline ) in those states designated by Master ISO in writing as Sub-- ISO s non-- exclusive area of operation (the Territory ). Sub-- ISO s duties will include collecting affidavits from potential customers in the Territory and performing other related activities as Master ISO may designate from time to time. (a) The relationship between Master ISO and Sub-- ISO will be governed by the terms of this Agreement, as well as the terms of that certain Master Independent Sales Organization Agreement between Master ISO and PayGo Distributors dated, 20 (the Master Agreement ) to the fullest extent the terms of the Master Agreement can be applied to Sub-- ISO and its performance under this Agreement. When applying a provision of the Master Agreement to this Agreement, the term ISO will refer to Sub-- ISO, and the term Company will refer to Master ISO, unless a reasonable reading suggests otherwise. Certain terms in the Master Agreement may be repeated or emphasized in this Agreement; the failure to emphasize other terms of the Master Agreement will not affect their applicability to this Agreement. All terms of the Master Agreement are presumed to apply to this Agreement and to Sub-- ISO, unless specifically excluded. The Master Agreement is attached to this Agreement as Exhibit A; if it is not attached, Sub-- ISO is nonetheless deemed to have actual and constructive notice of all terms in the Master Agreement applicable to it and its relationship with Master ISO. (b) To the extent of any conflict between the terms of this Agreement and the terms of the Master Agreement, the terms of the Master Agreement will control. (c) During the Term (defined in Section 3) of this Agreement, Sub-- ISO will be exclusive to Master ISO and PayGo Distributors. ISO will only solicit customers for participation in Lifeline in the Territory, and ISO will not sell to or solicit customers, or perform other services, for any other individual or entity authorized under Lifeline ( Competitor ). PayGo Distributors will solely determine whether or not an individual or entity is a Competitor. (d) Upon termination of this Agreement for any reason, Sub-- ISO will not sell to or solicit customers, or perform other services, for any Competitor for a period of 120 days after the date of termination (the Non-- Competition Period ). After the expiration of the Non-- Competition Period, and upon written notice to Master ISO and PayGo Distributors of Sub-- ISO s election, Sub-- ISO may elect to perform services for a Comp Upon receipt of Sub-- ISO s election letter, Sub-- ISO will be permitted to perform services for a Competitor, and Master ISO will immediately be relieved of all of its obligations to Sub-- ISO, including any obligation to pay the Commissions, including Residuals (defined below), specified in Schedule 1 attached. PRG: Agent: 1

3 (e) Master ISO grants Sub-- ISO the ability to appoint third tier ISOs within the Territory (a Third Tier ISO ) to perform the same or similar services as Sub-- ISO may perform under this Agreement, subject to the following provisions: (i) each Third Tier ISO appointed by Sub-- ISO must be pre-- approved and qualified in writing by PayGo Distributors, and (ii) each Third Tier ISO must execute a written agreement with Sub-- ISO, approved by and countersigned by Master ISO and PayGo Distributors in materially the same form and substance as this Agreement. 2) COMPENSATION. Sub-- ISO s sole compensation under this Agreement will be the payment of commissions on the sale of each wireless handset contract to a new customer in the Territory ( Commissions ), as provided in attached Schedule 1. Commissions are comprised of (1) a one- - time payment on the sale of each new wireless handset service contract (a Contract, and, collectively, the Contracts ), and (2) monthly payments for the life of each Contract ( Residuals ). Collectively, the one-- time payments and the Residuals may be referred to in this Agreement as the Commissions. Commissions will only be earned when (1) the customer has executed and delivered to Sub-- ISO all required documentation to Sub-- ISO and a copy of this documentation has been delivered to and verified by Master ISO, and (2) the customer has accepted delivery of the mobile handset from the Master ISO. All Commissions are only payable to Sub-- ISO upon PayGo Distributor s receipt of payment from the federal government under Lifeline. The remaining terms of Section 2 of the Master Agreement are fully applicable to this Agreement. 3) TERM, TERMINATION, AND EFFECTS OF TERMINATION. The term of this Agreement will begin on the date first stated above and continue for two years thereafter or until terminated as provided under any other provision of this Agreement. The remaining terms of Section 3 of the Master Agreement are fully applicable to this Agreement, except that the threshold number of sales for a determination of Inactivity of Sub-- ISO as provided for in Section 3.d. will be a minimum of one hundred (100) handsets per month. 4) APPLICABILITY OF PROVISIONS FROM MASTER AGREEMENT. The Parties agree that all of the terms and provisions of Sections 4, 5, 6, 7, and 8 of the Master Agreement apply to this Agreement and the relationship between Master ISO and Sub-- ISO. For the avoidance of any doubt, the following provisions from the Master Agreement are amended and/or restated herein as follows: (a) Indemnification. SUB-- ISO AGREES TO DEFEND, INDEMNIFY, AND HOLD MASTER ISO AND PAYGO DISTRIBUTORS HARMLESS FROM AND AGAINST ANY LOSS, COST, OR DAMAGE (INCLUDING REASONABLE ATTORNEYS FEES AND COURT COSTS) INCURRED BY EITHER MASTER ISO OR COMPANY, OR BOTH, AS A RESULT OF OR ARISING FROM SUB-- ISO S ACTUAL OR ALLEGED MISREPRESENTATIONS, FRAUD, FAILURE TO COMPLY WITH THE TERMS OF THIS AGREEMENT OR THE MASTER AGREEMENTOR ANY RULE, REGULATION OR LAW APPLICABLE TO SUB-- ISO S CONDUCT IN CONNECTION WITH THIS AGREEMENT, WILLFUL MISCONDUCT, OR NEGLIGENT PERFORMANCE OF SUB-- ISO S OBLIGATIONS HEREUNDER. PRG: Agent: 2

4 (b) Amendment. Except as otherwise provided herein, this Agreement and any schedule or exhibit attached hereto may not be amended, altered or modified except by written authorization by both Parties and the consent of PayGo Distributors. (a) Choice of Law and Venue. This Agreement will be exclusively governed by, construed, and interpreted under the laws of the State of Texas (without reference to its conflicts of laws rules), and venue for all actions hereunder will exclusively be and remain in Tarrant County, Texas. Nothing contained herein shall prevent Company from initiating proceedings in any other jurisdiction in order to obtain injunctive relief or otherwise prevent breach, or further breach, of this Agreement, and such initiation shall not constitute a waiver of Company to require action in the locale otherwise provided herein. (b) Jury Trial. THE PARTIES MUTUALLY AGREE, NOW AND FOR THE FUTURE, FOR THEMSELVES AND THEIR SUCCESORS, TO WAIVE ANY AND ALL RIGHT OR OBLIGATION TO HAVE ANY DISPUTE BETWEEN THEM HEARD BY JURY. (c) Notices. All notices required or permitted under this Agreement must be in writing and (i) delivered in person, (ii) mailed by certified or registered mail, return receipt requested, postage prepaid, (iii) delivered by a nationally recognized express courier service, charges prepaid, (iv) delivered by facsimile, or (v) electronic message. All such notice, when sent in accordance with the provisions of the preceding sentence, will be deemed to have been given and received (a) on the day personally delivered, (b) upon depositing said notice in the United States mail with proper postage affixed thereto, (c) the date of actual delivery by a courier, and (d) the date of delivery and confirmation of delivery by the recipient if delivered by facsimile or electronic message. Notices will be addressed as follows: If to Sub-- ISO: (Agent) Facsimile: If to Master ISO: Profit Resources Group, LLC 1200 Arkansas Rd. West Monroe, LA If to PayGo Distributors: PayGo Distributors, LLC 315 Upland Road Kennett Square, PA Either Party may change its address, facsimile, or , as set out above, by giving notice in writing to the other party in the manner set forth in this Section, stating the new address. PRG: Agent: 3

5 (d) Authority. Sub-- ISO represents that Sub-- ISO has the authority to execute this Agreement for himself, if an individual, or on behalf of any entity, if applicable. The person signing this Agreement below on behalf of any entity hereby agrees to be individually liable for the duties and obligations of the Sub-- ISO. Sub-- ISO represents that Sub-- ISO is not subject to any restriction, whether a non-- competition, non-- solicitation, non-- circumvention, or other restrictive covenant in favor of a former employer or other third party. If Sub-- ISO is an entity, Sub-- ISO represents and warrants that all obligations of Sub-- ISO hereunder, including without limitation the non- - disclosure and non-- competition covenants, will be the obligations of its principals, directors, owners, officers, shareholders, members, and other governing or controlling persons, as well as any Affiliated Party. If Sub-- ISO is an individual, he represents and warrants that his obligations under this Agreement apply to any Affiliated Party. Affiliated Party means any (i) individual, or (ii) entity, including a corporation (including any non-- profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, or other entity Controlled by Sub-- ISO, or in or to which Sub-- ISO owns any equity or beneficial interest, is a lender or creditor of any type, or is a principal, governing person, partner, director, officer, manager, member, employee, or independent contractor. Controlled means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an Affiliated Party, whether through the ownership of voting securities, by contract, or otherwise. MASTER ISO: By Jay Warden SUB-- ISO: (Agent) By APPROVED BY PAYGO DISTRIBUTORS, LLC PayGo Distributors, LLC approves the foregoing Sub-ISO Agreement between the Master ISO and Sub-ISO listed in the first paragraph above. This Agreement is not valid or operative without the signature below of an authorized officer or agent of PayGo Distributors, LLC. PayGo Distributors, LLC By: Byron T. Young, CEO Approved On: 4

6 Exhibit C LIFELINE AGENT CONFIDENTIALITY AGREEMENT The Agent acknowledges and agree that by assisting applicants with signing up for Total Call Mobile, Inc., (''TCM") Lifeline Plans, will become privy to confidential applicant information ("Lifeline Customer Confidential Information"). Such information includes but is not limited to the following: -Names -Addresses -Social Security Numbers -Verification documents, including proof of government program participation or income -Any other information that can be reasonably identified as confidential information of a potential TCM Lifeline subscribers. In connection Lifeline Customer Confidential Inform action, I agree as follows: - Lifeline Customer Confidential Information is highly confidential, and I will not disclose Lifeline Customer Confidential Information to any person or entity other than to TCM or its authorized agents. -I will not retain any originals or copies of the: Lifeline Customer Confidential Information (including any application s). - I agree and that all Lifeline Customer Confidential Information collected by me, if any, will be forwarded in its entirety to TCM or its authorized agents. -I ma y only retain the name, address, and method of eligibility verification of potential Lifeline sub scribers (i.e. for the purpose of tracking orders) -I will be liable for any breach of the confidentiality requirements set forth in this Agreement. AGENT By : Address: City & State:

7 Authorization to Obtain Consumer Reports First Name: Middle Name: Last Name: SS #: Date of Birth: Street Address: City State: Zip: Prior Address: City: State Zip Driver s License # State I authorize PAYGO Distributors to conduct a background check on me. I understand that in connection with this background check, consumer reports may be obtained. I understand that such reports may include, without limitation, public record information concerning my driving record, and criminal records from federal, state, local and other agencies, which maintain such records. I understand that I may request a copy of my background check report. I hereby, authorize PAYGO Distributors to procure such consumer report(s). This authorization shall remain on file and shall serve as ongoing authorization for PAYGO Distributors to procure consumer reports at any time. Applicant Signature Date