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(as defined herein) in the signature block below, by and between [INSERT SERVICE PROVIDER COMPANY NAME] (“Provider”) having its business address at [INSERT Provider’s Address] and [INSERT CLIENT COMPANY NAME] (“Client”) having its principal place of business at [INSERT Client’s Address as appearing on its certificate of incorporation filed with the Securities and Exchange Commission or if sole proprietary business, the official address as registered with the appropriate government regulatory agency]. Background Provider is engaged in the business of offering Vouchers from various merchants for sale to Provider’s customers (“Voucher Program”) through its website. Client is a merchant that wishes to offer its products or services through Provider’s Voucher Program. I. Definition of Terms “Voucher” means discounted coupons, gift cards or gift certificates for Client’s products or services as defined in Exhibit A to be offered for sale on Provider’s website. “Voucher Program” means the plan employed by the Provider in selling Vouchers for different merchant products/services at a discounted rate subject to certain specifications set forth in this Agreement and Exhibit A, attached hereto. “Offer Date” is the date on which the Voucher will be offered for sale on Provider's website at the Provider’s option. “Sales Price” means the discounted price appearing as advertised on Provider’s website in accordance with the terms found in Exhibit A. “Face Value” means the actual redeemable products/services as defined in Exhibit A. value of the Client’s Vouchers
“Minimum Sales Requirement” means the minimum number of required to be sold by the Provider as defined in Exhibit A.
“Client’s Share” means ½ of the proceeds from the total sales of Vouchers on the Offer Date to be paid in accordance with the schedule in this Agreement. II. Obligations, Warranties and Representations of the Parties A. Obligations of the Parties
Services Agreement August 9, 2011 | Page 1
Client.3 Provider will remit payment to Client according to the following schedule to give allowance to potential credit card charge-backs and refund requests: a.1 Client’s share is one-half (1/2) of the proceeds of the total Voucher sales.2 Provider will retain the other half of the proceeds of the total Voucher sales which is considered as compensation for selling the Vouchers for Client in accordance with this Agreement. Client will supply Provider with the material details and specifications of the Voucher as defined in Exhibit A.3 The signatories to this Agreement have the requisite power and Services Agreement August 9. Unless both parties agree. Provider will offer the Voucher for sale to its customers at the Sales Price. Provider will compute the total Voucher sales made from the Offer Date. Provider will choose one (1) day representing the Offer Date on which the Voucher will be offered for sale on its website. 3.JPG or . Client shall email to Provider any necessary logo or representative image in either . 2. Mutual Representations and Warranties. 3.1. Client may no longer make changes to the terms of the Voucher as defined in Exhibit A without the express consent of Provider. 3. 1.1 Upon signing this Agreement. the Voucher will no longer be re-offered for sale on a different date. its successors and assigns forfeit any right to such installment and any subsequent scheduled payments.5 All payment for sales and use taxes related to the products/services of the Client offered in the Vouchers shall be the responsibility and on the account of the Client. Duration of the Voucher Program. 1. Upon meeting or exceeding the Minimum Sales Requirement. Payment and Schedule. The Parties mutually represent and warrant that: 1. B. 1.1 Each is duly registered. 3.2 Each has the capacity to fully perform all the obligations in this Agreement. Representations and Warranties 1. One-third (⅓) of the proceeds is due within five (5) business days after the Offer Date b. 3. Voucher. 1. The remaining balance of one-third (⅓) is due within sixty (60) days after the Offer Date.2 Within three (3) days from the signing of this Agreement. organized and validly existing under the laws of the state of its incorporation or formation and has obtained the necessary licenses or permits to operate its business. 2011 | Page 2 .4 In the event that Client ceases business operations before any of the stated installments in the schedule.BMP format. 3. One-third (⅓) is due within thirty (30) days after the Offer Date c.
3 Client warrants that Provider is given the exclusive right to offer the products/services detailed in the Voucher and the same are not being offered through other entities engaged in the same or similar business as Provider. Intellectual Property Rights. Nothing in this Agreement shall likewise be construed as creating an employeremployee. subcontractors. No other restrictions apart from that appearing in Exhibit A shall be imposed. the reliability or profitability of the Voucher Program and other services it offers. 2.2 Client represents and acknowledges it is aware that in some jurisdictions.1 Provider has the proper qualifications. 3. skills and background to provide Client its Voucher Program services and perform its obligations under this Agreement. Provider warrants and represents the following: 3. 2. Nature of Relationship. with respect to any other matter not included in this Agreement including. Client may be required by law to accept Vouchers beyond their Expiration Date and Client warrants that it shall do so. 3. The parties agree that work or services performed by Provider and performance of the Provider’s obligations under this Agreement are not considered “work made for hire” under the Copyright Act of the United States Code and that Provider shall remain the owner of all intellectual property rights covering such work or services provided by Provider. express or implied. if any.4 Client warrants that it owns or validly possesses the sole or exclusive rights or licenses to use any form of intellectual property including but not limited to copyrights. partnership or any other kind of legal relationship between Client and Provider. The parties intend that an independent contractor relationship will be created and exist under this Agreement. agency. 1. correction of mistakes or errors related to the Vouchers or the effect of these services on Client and the fitness of the same for any particular purpose. but not limited to.1 Client warrants that it will honor and accept the Voucher at the Face Value assigned in Exhibit A until its Expiration Date. Client acknowledges and understands that the Voucher Program and other services offered by the Provider are non-exclusive and Provider may provide similar services to other merchants.authority by way of valid resolutions. Confidentiality and Non-Disclosure. orders or other authority to represent and validly bind the parties to this Agreement. 2. Warranties of Provider. D. No Legal Relationship. The parties. trade names and trademarks that Client provides to Provider. their officers. 2. Client represents and warrants the following: 2. 2011 | Page 3 . 3. the noninterruption of the services on its website. agents and other related interests Services Agreement August 9. employees. assigns. Non-Exclusivity.2 Provider makes NO OTHER WARRANTIES. C. Warranties of Client. 2.
Indemnification. 2. provided that in such cases where the disclosing party is compelled to divulge such information. The parties agree to comply with their obligations section even after the termination of this Agreement. The following are considered nonconfidential information: 2. assigns. assigns. or government regulation. agents and other related interests to conduct that would not violate the parties’ obligations under this Agreement.2 Information primarily obtained from a third party where such third party had no reasonable obligation to keep such confidential. assigns. subcontractors. injunctive relief or take other action reasonable in light of the circumstances.5 Information required to be disclosed pursuant to law. processes. The recipient of Confidential Information shall limit access to such information and shall divulge the same to its officers. assigns.3 Information already within the recipient’s knowledge or possession before disclosure. subcontractors. as well as other information reasonably understood by the recipient as confidential and other information considered confidential in the usages of trade. 2. employees. during or after the term of this Agreement without the disclosing party’s express and prior written consent. agents and other related interests only on a need-to-know basis. under this III. subcontractors. agents and other related interests shall indemnify and hold each other free and harmless. The recipient shall be liable for any breach of this Agreement by its officers. The parties.4 Information developed independently by the recipient. employees. the recipient shall provide prompt notice so that so that Disclosing Party may seek a protective order. 3.1 Information available to the public other than through any act or omission of the recipient in breach of this Agreement. from and against any damages Services Agreement August 9. agents and other related interests. subcontractors.agree to keep confidential all information. Non-Confidential Information. their officers. Mutual Obligations. business plans and customer lists disclosed as Confidential by one party to the other in the course of this Agreement. Indemnification. Liability and Dispute Resolution A. 1. 2. judicial order. employees. 2. Neither shall such Confidential Information be disclosed to a third party before. The recipient of Confidential Information shall not use such information for any purpose other than in fulfillment of its obligations under this Agreement. 2. data or materials including but not limited to trade secrets. A written non-disclosure agreement shall be executed committing the receiving party’s officers. 2011 | Page 4 . employees. Each party shall hold in strictest confidence and shall employ a reasonable degree of care to safeguard such Confidential Information.
The parties agree that disputes must first be resolved through informal mediation before an action can be instituted in the courts of law. Damages arising from unauthorized disclosure or misuse of the disclosing party’s Confidential Information. 2. agents and other related interests under this Agreement. Liability for indirect. special or consequential damages related to or arising from the performance of obligations and furnishing of services in this Agreement. 1. special or consequential damages shall be limited only to the following instances: 1.directly arising out of the negligence or willful misconduct committed by either party. B. 2. IV. assigns. propose agreements and facilitate negotiations in good faith. 2011 | Page 5 . its officers. Damages arising from unauthorized use of intellectual property. 2. Limitation of Liability. or 2. 2. a party is constrained to apply for interim relief from a court. The mediators shall endeavor to collect information related to the dispute. either party may give notice of its option to pursue formal mediation through Arbitration. Any dispute related to or arising from this Agreement shall first be resolved by the parties through mediation. TERMINATION A. The parties hold each other free and harmless from any other indirect. employees. Any proposals and matters discussed during the mediation process constitute settlement discussions and shall be inadmissible in any subsequent proceedings. 2.1 No timely request for mediation has been made. Within thirty (30) days from the date of written communication of the failure to reach settlement through this informal mediation. 3. subcontractors. Neither party may resort to judicial proceedings unless: 2.4 Such resort to judicial proceedings has to be made prior to the running of the statute of limitations. Informal Mediation. This Agreement may be terminated through written notice by either party who shall exert reasonable Services Agreement August 9. Condition Precedent. Dispute Resolution.2 No settlement has been reached after 120 days from the initial request for informal mediation.5 Confidential Information or Intellectual Property rights are involved in the dispute. Termination by Written Notice.3 To prevent serious or irreparable injury. Damages arising from or related to gross negligence or willful or intentional misconduct. C. The parties shall select a maximum of two (2) persons each as mediators.
No changes to the Voucher shall be valid unless approved by any authorized officer of Provider and Client. cancelled. or renewed. modified. No provision of this Agreement shall be amended. constitutes the entire Agreement of the parties. C. conditions. The Agreement automatically terminates: 1. This Agreement shall supersede all previous communications.efforts to ensure receipt of such notice by the other party at least three (3) days prior to the Offer Date. either oral or written. Entire Agreement. except in a written instrument signed by both parties. Provider. Notices and Communications. or obligations other than those contained herein. the validity of the remaining provisions shall not be affected and shall continue to be binding. When the Minimum Sales Requirement is not met or exceeded on the Offer Date unless both parties agree to re-offer a Voucher at a later date. 3. 2. Amendment / Modification. Automatic Termination. Headings. Survival. or agreements. E. When either party ceases business operations before the completion of this Agreement. however. D. terminated. representations. Client may. The parties agree that should any clause or provision in this Agreement be declared void. All notices or communication required or allowed by this Agreement shall be in writing and sent to the respective parties at the address above or such other address as communicated by the parties to each other in writing. After the offer of the Voucher has been completed and both parties have fulfilled payment and other obligations in this Agreement. 2011 | Page 6 . B. D. The waiver of a party of any breach or default under this Agreement shall not be deemed as a relinquishment or waiver of its rights or remedies for any subsequent breach or default. Services Agreement August 9. Non-Assignment. superseded. Separability. invalid or ineffective for any reason whatsoever. Other terms in this Agreement which by their very nature extend the obligations of the parties beyond the termination date shall remain in force and shall apply to the parties’ successors and assigns. Invalidity or unenforceability in particular jurisdictions shall not affect the validity and enforceability in other jurisdictions. between the parties. F. V. This Agreement. Any waiver shall be limited to the particular instance and only for the particular purpose when and for which it is given. B. MISCELLANEOUS PROVISIONS A. This Agreement may not be assigned by any party without prior written consent of the other. C. assign this Agreement to a related company without the consent of but with written notice to. The parties acknowledge that the headings used in this Agreement are for convenience purposes only and shall not be construed to define or limit the parties’ rights and remedies hereunder. including Exhibit A specifically incorporated in this Agreement by reference. There are no terms. Non-Waiver of Rights.
I. [NAME OF PROVIDER] BY: NAM E: TITL E: DATE : [Signature of Authorized Representative] _______________________________ [Name of Authorized Representative] _______________________________ _______________________________ [NAME OF CLIENT] BY: NAM E: TITL E: DATE : [Signature of Authorized Representative] _______________________________ [Name of Authorized Representative] _______________________________ _______________________________ Services Agreement August 9.G. No rights are created. No Third Party Rights. Neither party shall be liable for any failure or delay in performance of obligations in this Agreement due to causes beyond its control. Governing Law. government intervention. Force Majeure. In case of litigation arising out of or relating to this Agreement. 2011 | Page 7 . conferred nor granted for the benefit of any third party. Provider hereby expressly consents to the exclusive personal jurisdiction of the state and/or federal courts of Illinois. This Agreement will be governed by and construed according to the laws of the State of Illinois USA. creditor or incidental beneficiary of the parties by virtue of this Agreement. including acts of God. IN WITNESS WHEREOF. H. or public enemy. to the exclusion of other courts. excluding choice of law. the parties have executed this Services Agreement as of the date first written below.
Value of Products/Services. No change. Sales Requirements A. Only one coupon may be used per party. Design. Face Value: $________ B. B. Twelve (12) months from Offer Date. Only those locations listed below. the Client will honor redemption of Vouchers only until: Six (6) months from Offer Date. or credit will be issued. Subject to applicable laws on redemption of Vouchers. Minimum Sales Requirement. (Indicate if not applicable. and/or gift certificates. No cash redemption value. Product Description and Voucher Design A. Product Description. The following limitations shall appear on the Voucher (check all applicable): Not to be combined with any other certificates. Valid for Dine In Only. Client shall email any necessary logos or representative images in .JPG format within three (3) days of signing this Agreement. cash back. The Voucher for Client’s products/services shall have the following specifications: I. Provider shall exert reasonable efforts to ensure that the maximum threshold of ____ Vouchers is not exceeded. Others: __________________________________ _________________________________________ VI. coupons. Participating Locations. coupons. or other offers. 2011 | Page 8 . gift cards. II. Expiration Date. Limitations.BMP or . All participating locations.) III. Sales Price: $________ V. Provider must sell at least ____ Vouchers. The Client’s products/services have the corresponding values: A. Vouchers are valid and may be redeemed at: (Phone)________________________________ (2) ____________________________________ ______________________________________ Services Agreement August 9. IV. _________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ B. Stated Date: __________________ No Expiration Date. (1)_____ _______________________________ ______________________________________ ________________________________________ Not valid toward tax and gratuity. Maximum Sales Threshold.EXHIBIT A VOUCHER PROGRAM SPECIFICATIONS This Exhibit is incorporated by reference in the Service Agreement between Provider and Client and forms an integral part thereof.
2011 | Page 9 .________________________________________ (Phone)________________________________ Services Agreement August 9.
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