AGENCY AGREEMENT

AGENCY AGREEMENT

BETWEEN SALAH LLC (“THE COMPANY”)

AND

___________________________________(“THE CLIENT”)

__________________________________________________________________________________

THIS AGREEMENT is made on the …………..day of……….20……., by the Company and the Client (collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

In consideration of covenants and agreements contained in this agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:

Commencement and duration: This agreement shall be valid from ______________until termination.

Services: The Client shall provide management services, account handling, advertising, and related services at the contract sum (term defined below). The services will also include any other tasks agreed on by the Parties and those performed in the ordinary course of the Company’s business.

Contract sum: The Client shall compensate the Company with twenty-five (25%) percent of their net revenue which shall be due on ___________________________.

Authority: The Client acknowledges that any acts or omissions of the Company are under their instructions, express or implied.

Indemnification: The Client shall hold harmless and indemnify the Company and any Party who may claim through them for any loss or liability resulting from the performance of their services under this agreement.

Non-assignment: The Client shall not transfer or assign this agreement without the Company’s consent. The Company may transfer or assign this agreement or subcontract its obligations without the Client’s consent.                          

Confidentiality: The Client shall not at any time disclose, directly or indirectly to any other person any information concerning this agreement or any information concerning the Company, whether such information or matter is stated to be confidential or not, except as required by law, without the express written permission of the Company.

Further Assurances: Each Party hereto agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this agreement.

Termination: Either Party may terminate this agreement upon giving the other Party no less than one week’s notice in writing. If a Party wishes to terminate the contract with less than these stated days, the other Party reserves the right to charge costs they have already paid in advance or incurred. The termination of this agreement shall not discharge the liabilities accumulated by either Party. Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.

Dispute resolution: Parties agree to settle disputes under this agreement through (select one)

☐Negotiation                           ☐Mediation                                 ☐Arbitration                       ☐Litigation

Court Costs and Attorneys’ Fees. In any action under this agreement, the prevailing Party shall be entitled to recover costs of court and reasonable attorneys’ fees from the other Party, which fees shall be in addition to any other relief that may be awarded.

Client acknowledgments: The Client acknowledges that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. The Client acknowledges that they have the capacity to contract, and they have entered into this agreement freely and voluntarily.

General provisions

• This agreement may be amended only by the written consent of the Parties hereto.
• If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
• This agreement constitutes the entire agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this agreement. The parties will exercise utmost good faith in this agreement.
• Unless otherwise provided, failure by either Party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce the terms and conditions of this agreement.
• This agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall together constitute the same instrument.
• The Article and Section headings in this agreement are for convenience, and they form in no part of this agreement and shall not affect its interpretation.
• Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular.
• This agreement shall be governed in all respects by the Laws of the State of California.
• The Parties shall be served through the following addresses (including email), and either Party may change the below addressees by reasonable notice in writing given to the other Party.

Company: ____________________________________________________________________________

Client: ______________________________________________________________________________

IN WITNESS WHEREOF, each of the Parties has executed this agreement, as set forth below.

Signed by the duly authorized representative of the COMPANY Signature:  Name:  Designation:  Date:……………………………………………………

Signed by the CLIENT  Signature:  Name:  Date:………………………………………………….