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Independent Agent Agreement

THIS INDEPENDENT AGENT AGREEMENT (the “Agreement”) is entered into as of , between (“Agent") and iTelecom, Inc., ("Company").

WHEREAS, Company, 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, Company 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 Company and each Service Provider.

Agent Agrees to the following:

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 Company or its Service Providers.
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 Company 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 Company 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.
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, Company will pay to Agent a percentage of the monthly charges received by Company from Service Provider for Services sold to Customers by Agent (the “Monthly Recurring Charges” or “MRC”. The percentage of MRC received by Company that is, in turn, paid by Company 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, Company reserves the right to offset said Commissions as follows:

Company may offset the Commissions otherwise payable to Agent by any charges, costs, expenses, fees, including attorney fees and allocable costs of inhouse counsel, or penalties resulting from actions of Agent.
Company may offset the Commissions otherwise payable to Agent by the amount not remitted to Company by Company’s Service Providers, however, Agent will receive a pro-rata share of any Commissions recovered from Service Provider should such an event take place.
Company 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.
Under no circumstance will Company be obligated to pay to Agent an amount greater than what is received by Company from Service Provider which can be attributed to Agent’s accounts sold with Service Provider.
If Agent fails to submit an order to Company and later identifies such order as an active order with Service Provider, Company will only be liable to Agent for a maximum of 6 months of past Commission that has been paid to Company.

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:

Solicit any Service Provider for the purpose of securing a direct agency agreement with the Service Provider without Company’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 Company agent or other distributor before the effective date);
Solicit, request or influence any Customer, Service Provider or other person which has a business relationship with Company to discontinue such relationship or otherwise adversely affect the relationship;
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 Company hereunder. Provided however, that if a Customer of Agent is dissatisfied with a Service Provider, and Agent has worked with Service Provider and Company in good faith to resolve the Customer dissatisfaction, Agent may work with Company to replace the Service Provider and if Company 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 solicitation, unless otherwise agreed to in writing by Company at its sole discretion. Further, Agent must immediately cease and desist any activity that has caused Company to be in breach of any agreement with a Service Provider.

5. INDEMNIFICATION

Company 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 Company’s negligence in the performance of its duties hereunder.

Agent will indemnify, defend and hold harmless Company, 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 Company 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 Company’s and/or any Service Provider’s performance or nonperformance hereunder. Without limiting the foregoing, in no event shall Company’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 Company shall be considered a trade secret and shall only be used for the purposes of marketing Company’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”.

Company or Agent may terminate this Agreement for convenience by providing thirty days prior written notice.
Company 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 Company 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 Company;
3. Agent becomes employed by a Service Provider or a direct competitor of Company; 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.
If Company terminates this Agreement for convenience in accordance with Section 8(a) above, Company shall continue to pay Agent Commissions in accordance with Section 3 above for as long as Company is paid by the Service Provider for that Customer.
If Agent terminates this Agreement for convenience in accordance with Section 8(a) above, or Company terminates this Agreement for cause in accordance with Section 8(b) above, all Commission obligations under this Agreement shall immediately cease.

9. CUSTOMER SUPPORT

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 Company, in its reasonable business judgment, determines that Partner is not satisfying this requirement, Company 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, Company may, in its reasonable business judgment, assign Agent’s Customer accounts to a qualified Company partner or support representative.

10. AMENDMENT NOTICES

This contract may be amended at any time by Company. 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 Company, and contains, together with any attachments hereto, all of the covenants and agreements between the parties with respect to the rendering of these Servicesin 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 Company 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 Company 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) Company 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 Company. Company 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 Company. Company shall have no responsibility for the payment or withholding of taxes in connection with any Commissions due hereunder.

18. CONFIDENTIALITY

Company 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.
Company 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 https://www.fcc.gov/eb/CPNI/
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.
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 Company’s online Agent application (the “Portal”) are set forth in the Portal and may be accessed via the following link: https://itelecom.speakap.com. 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 Company’s sole discretion; provided, however, no such modification shall become effective until 10 days after Company 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

Company shall pay Commissions to Agent for Services sold by Agent for which Company receives compensation. Agent’s pass-through percentage the compensation Company receives shall be ninety percent (90%). Commissions are calculated by multiplying Agent’s pass-through percentage by the applicable MRC.

Additional Provisions:

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 Company is entitled to Commission for a Customer or Customer account, Company shall have the right, in its sole discretion, to determine who receives the Commission.

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Signed by Micah Bevitz
Signed On: August 16, 2022

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August 16, 2022 8:20 am PDT

Independent Agent Agreement Uploaded by Micah Bevitz - NewAgent.ITELECOM.COM@email.autotask.net IP 2600:8806:a600:3f60:f156:a7d0:b9e:3797