iTelecom

Authorized Sales Agent Agreement Alt 1


THIS SALES REPRESENTATIVE AGREEMENT (the “Agreement”) is entered into as of , between   (“Agent") and iTelecom, Inc., ("Master").

WHEREAS, Master, under contract with various telecommunications and technology solution providers (“Service Providers”) is in the business of selling telecommunications and technology services provided by such Service Providers (the “Services”) to individuals and businesses, and

WHEREAS, Agent is interested in promoting and marketing Services, in accordance with the terms of this Agreement, and

WHEREAS, Master desires to authorize Agent to promote and market Services to prospective end user customers (“Customers”) subject to the terms and conditions contained in this Agreement;

In consideration of the mutual covenants set forth in this Agreement, the parties agree as follows:

1. AGREEMENT

This Agreement consists of the Authorized Sales Agent Agreement and any exhibits, addenda or other attachments or forms signed by both parties.

2. AUTHORIZATION AND DUTIES

During the Term of this Agreement Agent is authorized to act as an independent sales representative and to market and promote the Services. Agent will use its best efforts to market Services, and shall abide by the policies and procedures of Master and each Service Provider.

Agent Agrees to the following:

  1. In the performance of this Agreement, Agent will observe the highest standard of integrity and fair dealing and Agent will do nothing to discredit, dishonor, reflect adversely upon or in any manner injure the reputation or business of Master or its Service Providers.

  2. During the Term of this Agreement and for a period of (1) years following the termination of this Agreement, Agent shall not solicit or sell competing products or services (“Competing Services”) to any Customer to whom Agent or another agent of Master has previously sold Services and the Competing Services would replace the Services to which the Customer is currently subscribed. If Agent does recommend or sell Competing Services to a Customer which replace existing Services and as a result Master will be materially affected, it shall be considered a material breach of this contract and all Agent’s rights hereunder, including any rights to continue to receive Commission, shall immediately terminate.

  3. During the Term of the Agreement, Agent shall not accept, agree to accept, solicit, pay, offer, or promise to pay, or authorize the payment directly or indirectly of any form of compensation (a “Kickback”) from or to any Provider employee, Customer or potential Customer, or any employees of a Customer or potential Customer. Such Kickback is considered commercial bribery and a violation of state criminal laws and/or a violation of federal laws such as the Racketeer Influenced and Corrupt Organizations Act, otherwise known as RICO.

3. COMPENSATION

As compensation for Agent's services, Master will pay to Agent a percentage of the monthly charges received by Master from Service Provider for Services sold to Customers by Agent (the “Monthly Recurring Charges” or “MRC”. The percentage of MRC received by Master that is, in turn, paid by Master to Agent shall be referred to hereafter as “Commissions”.  Commissions shall be calculated in accordance with Schedule A.

For as long as Commissions are payable to Agent pursuant to this Agreement, Master reserves the right to offset said Commissions as follows:

  1. Master may offset the Commissions otherwise payable to Agent by any charges, costs, expenses, fees, including attorney fees and allocable costs of in-house counsel, or penalties resulting from actions of Agent.

  2. Master may offset the Commissions otherwise payable to Agent by the amount not remitted to Master by Master’s Service Providers, however, Agent will receive a pro-rata share of any Commissions recovered from Service Provider should such an event take place.

  3. Master may collect any carrier charge backs relating to Agent accounts directly from Agent if ongoing Commission are not sufficient to cover the carrier charge back.

  4. Under no circumstance will Master be obligated to pay to Agent an amount greater than what is received by Master from Service Provider which can be attributed to Agent’s accounts sold with Service Provider.

  5. If Agent fails to submit an order to Master and later identifies such order as an active order with Service Provider, Master will only be liable to Agent for a maximum of 6 months of past Commission that has been paid to Master.

  6. If agent refers a sub agent to iTelecom who signs up to become an iAgent then agent will be entitled to 20% of the compensation that remains after sub agent is paid on the deal.   

4. NON-SOLITICATION, ETC.

Agent hereby agrees that during the Term and for a period of one (1) year thereafter, Agent shall not directly or indirectly:

  1. Solicit any Service Provider for the purpose of securing a direct agency agreement with the Service Provider without Master’s prior written approval which approval shall not be unreasonably withheld (provided, however, this provision shall not apply to any provider with whom Agent already had an agreement in place before the Effective Date or for whom Agent already marketed services through another master agent or other distributor before the effective date);

  2. Solicit, request or influence any Customer, Service Provider or other person which has a business relationship with Master to discontinue such relationship or otherwise adversely affect the relationship;

  3. Solicit or otherwise attempt to cause any Customer of a Service Provider, including but not limited to any Customer procured by Agent hereunder, to receive the Services or similar services other than through Master hereunder. Provided however, that if a Customer of Agent is dissatisfied with a Service Provider, and Agent has worked with Service Provider and Master in good faith to resolve the Customer dissatisfaction, Agent may work with Master to replace the Service Provider and if Master does not have a Service Provider suitable to Customer, then may seek other services.

Should such solicitations occur unintentionally, upon notice or discovery, Agent agrees to immediately cease any such soliciations, unless otherwise agreed to in writing by Master at its sole discretion.  Further, Agent must immediately cease and desist any activity that has caused Master to be in breach of any agreement with a Service Provider.

5. INDEMNIFICATION

Master will indemnify, defend and hold harmless Agent from and against any and all claims, demands, actions, damages, losses, assessments, charges, liabilities, costs and expenses including without limitation, interest, penalties' and attorney’s fees which at any time may be asserted against or suffered by it, directly or indirectly, which arise out of Master’s negligence in the performance of its duties hereunder.

Agent will indemnify, defend and hold harmless Master, including all its officers, directors, employees, agents and affiliates from and against any and all claims, demands, actions, damages, losses, assessments, charges, liabilities, costs and expenses including without limitation, interest, penalties and attorney’s fees which at any time may be asserted against or suffered by any or all of them, and which arise solely as a result of Agent’s negligence in the performance of its duties hereunder

6. LIMITATION OF LIABILITY

Except for each party’s undertaking to indemnify the other in Section 4, and except for liability arising out of slamming or cramming complaints, neither party will be liable to the other for anything other than Commissions with respect to this Agreement except for the party’s gross negligence or willful misconduct. Neither party will be liable for consequential, incidental, special or indirect loss or damage of any kind. In no event shall Master be liable to Agent for any indirect, special, incidental, consequential, special, punitive or exemplary damages, including but not limited to damages for loss of revenue, loss of profits, loss of Customers or loss of goodwill, arising in any manner from this agreement and/or Master’s and/or any Service Provider’s performance or nonperformance hereunder. Without limiting the foregoing, in no event shall Master’s total liability hereunder exceed an amount equal to the lesser of the Commissions due to Agent during the six (6) months prior to any claim of breach or damage or $5,000. . Nothing in this agreement shall be construed to create a third party beneficiary relationship with any of Agent’s customers.

7. TRADE SECRETS

The Parties expect that each of them, in the course of rendering Services to the other pursuant to this agreement, may have access to information relating to the other Party’s financial plans, techniques and processes, customers, proprietary know-how or marketing plans. All such information and this Agreement are trade secrets that the Parties shall not disclose directly or indirectly, or use in any manner, either during the Term of this Agreement or at any later time except as required in the course of the Parties’ performance of this Agreement or as required by law.

Any Sales Lead information provided to Agent by Master shall be considered a trade secret and shall only be used for the purposes of marketing Master’s Services.

8. TERM AND TERMINATION

The initial term (the “Initial Term”) of this Agreement shall be for one (1) year commencing on the date first written above. The Agreement shall be renewed automatically thereafter for succeeding terms of one (1) year (each a “Renewal Term”) unless terminated in writing in accordance with the requirements below.  The Initial Term and all applicable Renewal Terms shall hereafter be referred to collectively as the “Term”.

  1. Master or Agent may terminate this Agreement for convenience by providing thirty days prior written notice.

  2. Master may terminate this Agreement effective immediately for cause in the event that any of the following circumstances occur:
    1. Agent materially misrepresents any policies or offerings of Master or its Service Providers.
    2. Agent breaches any term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice from Master;
    3. Agent becomes employed by a Service Provider or a direct competitor of Master; or
    4. Agent becomes the subject of bankruptcy proceedings, has a receiver appointed, makes an assignment for the benefit of creditors, or otherwise avails itself, or becomes the subject, of any insolvency or dissolution proceedings.
  3. If Master terminates this Agreement for convenience in accordance with Section 8(a) above, Master shall continue to pay Agent Commissions in accordance with Section 3 above for as long as Master is paid by the Service Provider for that Customer.

  4. If Agent terminates this Agreement for convenience in accordance with Section 8(a) above, or Master terminates this Agreement for cause in accordance with Section 8(b) above, all Commission obligations under this Agreement shall immediately cease.

9. CUSTOMER SUPPORT

If Agent is in the Silver or Gold Tier according to Schedule A, Agent agrees to maintain regular contact with Customers in order to provide support and ongoing customer service, including but not limited to assisting with Customer contract renewals and working with Customers during any interruptions of the Services.  If Master, in its reasonable business judgment, determines that Partner is not satisfying this requirement, Master shall notify Partner in writing regarding same. If Partner is unwilling or unable to perform the duties set forth within 30 days of such notice, Master may, in its reasonable business judgment, assign Agent’s Customer accounts to a qualified Master partner or support representative.

10. AMENDMENT NOTICES

This contract may be amended at any time by Master.  Agent will be notified of such amendments to this contract via e-mail or through US Mail.  Notices from one party to the other party shall be effective upon delivery when sent via e-mail or when sent via US Mail to the address listed below.

11. ATTORNEY’S FEES

If any action is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorney’s fees in addition to any other relief to which the party may be entitled.

12. ENTIRE AGREEMENT

This Agreement supersedes any and all agreements, both written and oral, between the parties with respect to the rendering of Services by Agent for Master, and contains, together with any attachments hereto, all of the covenants and agreements between the parties with respect to the rendering of these Services in any manner whatsoever. Each party acknowledges that no inducements, promises, or agreements, written or oral, have been made by either party that are not embodied in this Agreement.

13. WAIVER

The terms, covenants, representations and warranties of this Agreement may be waived only by a written instrument executed by the Party waiving compliance. The failure of either Party at any time to require performance of any provision hereof shall, in no manner, affect the right at a later date to enforce the same. No waiver by either Party of any breach of any term, covenant, representation or warranty contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be construed as a further or continuing waiver of any such breach, or the breach of any other term, covenant, representation or warranty of this Agreement.

14. GOVERNING LAW; VENUE

The laws of the State of California will govern the validity and construction of this agreement and of the rights and duties of Master and Agent. Jurisdiction and venue of any suit or action arising out of this agreement or the performance rendered by either party pursuant to this agreement shall lie only in Los Angeles County, Los Angeles and Master and Agent, by execution of this Agreement, irrevocably consent to the personal jurisdiction of any federal or state court of such venue.

15. NON-ASSIGNABILITY

No whole or partial assignment of this Agreement or of any right, duty or obligation of performance arising under it may be made without the prior written consent of the non-assigning party which consent will not be unreasonably withheld.  Notwithstanding the foregoing, (i) Master may assign, without the consent of Agent, its rights and obligations under this Agreement to any of its Affiliates, successors through merger, or acquirers of substantially all of its assets.

16. SUCCESSORS AND ASSIGNS

This Agreement shall inure to the benefit of and be binding on the parties' successors and assignees.

17. INDEPENDENT AGENT

Agent is an independent agent and not an employee of Master.  Master shall have no responsibility for the payment or withholding of taxes in connection with any Commissions due hereunder. Nothing in this Agreement shall constitute a Party as legal representative or agent of the other Party having the right or authority to assume, create or incur liability or any obligation of any kind, express or implied, against or in the name or on behalf of the other Party. Neither Party nor anyone employed by either Party shall be considered an agent of the other Party for purposes of Unemployment or Worker’s Compensation coverage, the same being hereby expressly waived and excluded by the parties hereto. Agent is an independent agent and not an employee of Master.  Master shall have no responsibility for the payment or withholding of taxes in connection with any Commissions due hereunder.

18. CONFIDENTIALITY

  1. Master and Agent agree to: (i) keep this Agreement and its terms confidential, except as legally required by law and for sale, transfer or assignment of the Agreement, (ii) keep confidential any information that is provided by one party that is marked as confidential or that by its nature is confidential or proprietary to the disclosing party (including without limitation, any trade secrets such as business plans, financial plans, know-how regarding business operations, information on current, former and prospective customers, and pricing from Service Providers), (iii) not use any such confidential information for any purpose other than performance of this Agreement, and (iv) not make any public announcement or press release about this Agreement without the other’s prior approval.  Each party may divulge such information to its current and prospective attorneys, accountants, financial advisors, partners including, but limited to, lenders or potential purchasers of the entity and/or others with a need to know to reasonably conduct its business, provided, however, that those parties be advised of the confidential nature of this Agreement and the requirement to use such efforts to maintain its terms and conditions in strict confidence as applicable to protect trade secrets or personally identifiable information of individuals protected by applicable laws or regulations..  The obligations of this paragraph shall survive in perpetuity as to trade secret information for so long as the information is deemed trade secret under applicable law, and for all other information for the duration of the Term and for three (3) years thereafter.

  2. Master and Agent will comply with applicable laws and regulations regarding the privacy and confidentiality of information of individuals including subscribers and will abide by CPNI requirements as dictated by the FCC at http://www.fcc.gov/eb/CPNI/

  3. Upon the disclosing party’s reasonable request, and upon any expiration or termination, the recipient party shall return all confidential information or at the request or with the consent of the disclosing party shall destroy any such confidential information in its possession, power or control, in any medium, in a manner that assures the confidential information is rendered unrecoverable; except for any such information the recipient is required by this Agreement or by applicable laws and regulations to maintain, as to which such party shall continue to maintain these confidentiality procedures.

  4. The foregoing obligations of non-disclosure and confidentiality shall be specifically enforceable, and any affected party shall be entitled to equitable relief to remedy any breach or threatened breach.

19. AGENT PORTAL TERMS AND CONDITIONS

Additional terms and conditions of this Agreement (the “Portal Terms and Conditions” or “Terms”) governing Agent behavior in Master’s online Agent application (the “Portal”) are set forth in the Portal and may be accessed via the following link https://www.speakap.com/en/privacy-statement. The Terms are specifically incorporated into this Agreement by reference as if copied herein verbatim. The Terms may be modified from time to time in Master’s sole discretion; provided, however, no such modification shall become effective until 10 days after Master provides written notice to Agent regarding same.  Any violation of the Terms by Agent shall result in the revocation of Agent’s Portal access. In the event of any conflict, the following order of precedence shall apply: (1) this Agreement; (2) the Terms; (3) any exhibits, schedules, appendices or attachments.

20. FORCE MAJEURE

Neither party shall hold the other party liable for damages incurred which are the result of circumstances or events which are beyond the reasonable control of a party, including, but not limited to, acts of nature, war terrorism, fire, riots, work stoppages, civil disturbances, acts of a governmental entity, or failure of a third party supplier to perform a function essential of this Agreement.

21. AUTHORITY TO BIND

Each signatory to this Agreement represents that they have the authority to bind their respective entities to the terms and conditions of this Agreement.

22. ACKNOWLEDGMENT

By their respective signatures below, each party acknowledges and states that the party has read and understands the provisions of this Agreement.

23. SURVIVAL

All terms and provisions of this Agreement that should by their nature survive the termination of this Agreement shall survive including but not limited to Sections 2 through 6, and 16.

WHEREFORE, the parties have caused this Agreement to be executed by their authorized representatives.

ITELECOM, INC


Micah Bevitz

iTelecom CEO

640 Cypress Ave

Pasadena, CA 91103



AGENT





 


Schedule A – Commissions

Master shall pay Commissions to Agent for Services sold by Agent for which Master receives compensation. Commissions are calculated by multiplying the applicable pass-through percentage set forth in the Tier Percentage column in the table below by the applicable MRC. The applicable tier Percentage shall be determined in accordance with the table below:

 

Tier

Tier Percentage Definition
BRONZE   Referral Sale. Agent provides potential Customer name and contact to Master. Services are proposed by Master directly to the Customer. Master coordinates the provisioning process.

Tier 1 30% For less than $20k in MRC.

Tier 2 35% Agent receives percentage on all new deals after they have brought in $20k in MRC. Agent must retain $17k in billing MRC to retain Bronze Tier 2 status.

Tier 3 40% Agent receives percentage on all new deals after they have brought in $40k in MRC. Agent must retain $35k in billing MRC to retain Bronze Tier 3 status.

SILVER   Cooperative Sale. Agent acts as liaison between Master and potential Customer. Agent will present quotes and signing documents to Customer and shall serve as the Customer’s advisor while they continue to use the Services. Master will manage the installation, support and billing associated with the Services.

Tier 1 75% For less than $40k in MRC.

Tier 2 80% Agent receives percentage on all new deals after they have brought in $40k in MRC. Agent must retain $37k in billing MRC to retain Silver Tier 2 status.

Tier 3 85% Agent receives percentage on all new deals after they have brought in $80k in MRC. Agent must retain $75k in billing MRC to retain Silver Tier 3 status.

GOLD   Direct Sale by Agent with Quoting Support.  Agent manages all interactions with the Customer, including implementation of and ongoing support for the Services. Master does not engage directly with the Customer but Master will assist Agent with generation of quotes and signage documents. Accounts are maintained by Agent.

Tier 1 90% Less than $200k MRC.

Tier 2 95% Agent receives percentage on all new deals after they have brought in $200k in MRC. Agent must retain $190k in billing MRC to retain Gold Tier 2 status.


*If Agent signs Master’s exclusivity deal and only represents and sells Services via Master, Agent will receive a 5% increase in tier percentage, an i-agent.net email address, and marketing assistance/branding.

Additional Provisions:

  1. Master may, in its sole discretion, change Tier Percentages at any time; provided, however, such change will only apply to Services sold by Agent after the effective date of the change.

  2. It is Agent’s duty to select and/or confirm their Tier Category (i.e. Bronze, Silver, or Gold) and Tier Percentage prior to offering Services to a Customer.

  3. Notwithstanding any other provision of this Agreement to the contrary (including but not limited to any provision of this Schedule A), if a dispute arises regarding whether Agent or another subagent of Master is entitled to Commission for a Customer or Customer account, Master shall have the right, in its sole discretion, to determine who receives the Commission.

Acceptance of Terms

Leave this empty:

Signature arrow

Signed by Micah Bevitz
Signed On: March 31, 2021


Signature Certificate
Document name: Authorized Sales Agent Agreement Alt 1
lock iconUnique Document ID: 61f2107bf72f444e6c6715d7fd5546576bc76454
Timestamp Audit
July 5, 2020 6:51 pm PDTAuthorized Sales Agent Agreement Alt 1 Uploaded by Micah Bevitz - iagentsupport@itelecom.com IP 2600:8806:a600:d80:c02f:aa52:f544:5fea