RESELLER AGREEMENT
This Reseller Agreement ("Agreement"), dated as of the [insert date], is made by and between
XXX LLC., a Wyoming corporation whose address is at XXX ("Covert Agent"), and [insert name of the
Sale’s Contractor] whose address is at [insert address of the sales contractor] ("Sales
Contractor").
RECITALS
WHEREAS, Covert Agent is in the business of, among other things, designing, creating and
hosting real estate websites;
WHEREAS, Covert Agent desires to engage Sales Contractor as a reseller; and
WHEREAS, Sales Contractor desires to become a Covert Agent reseller.
NOW, THEREFORE, in consideration of the mutual covenants and promises made by the
parties hereto, the Covert Agent and the Sales Contractor (individually, each a “Party” and
collectively, the “Parties”) covenant and agree as follows:
1. Agreement. During the Term (as hereinafter defined), Covert Agent and Sales
Contractor agree that Sales Contractor will act as Covert Agent’s non-exclusive,
independent reseller for Covert Agent’s real estate website design, platform, and crm
business (the "Services").
2. Conduct of Business. Sales Contractor will use its good faith, commercially reasonably
efforts and devote such time as may be necessary to solicit, promote and sell the
Services. Sales Contractor shall abide by Covert Agent’s policies and procedures in
connection with the sale of the Services and communicate the same to Covert Agent’s
customers and potential customers. By signing up, customers agree to the terms and
conditions established on Covert Agent.com.
3. Quotes; Acceptance of Contracts. Covert Agent will provide Sales Contractor with
pricing via the CovertAgent.com reseller pricing page located at https://Covert
Agent.com/agent-pricing (each a "Quote") for the Services for each customer procured
by Sales Contractor (collectively, "Customers"). Without the prior consent of Covert
Agent, Sales Contractor agrees to provide prospective Customers of the Services only
the Quotes provided by the website Covert Agent.com and Sales Contractor shall not
have the authority or ability to modify any Quotes. All orders to purchase the Services
shall be completed on the Covert Agent website or approved in writing by Covert Agent
("Sale Orders"). Sale Orders shall not be binding upon Covert Agent unless and until
accepted by Covert Agent. Sales Contractor is not authorized to cancel or rescind
complete or incomplete Sale Orders. Covert Agent may invoice Customers directly and
Sales Contractor agrees, upon the request of Covert Agent, to help in collection of
accounts due Covert Agent on sales made by it.
4. Commissions.
a. Commissions. During the term of this Agreement, Covert Agent will pay to Sales
Contractor a commission on sales of the Services as set forth on Exhibit A attached
hereto ("Commission").
b. Earned Commissions. Commissions shall be earned and accrue to Sales Contractor
upon Covert Agent’s collection of setup fees as described in Exhibit A attached
hereto ("Net Fees"). Sales Contractor shall not be deemed to have earned
Commissions paid or credited to Sales Contractor with respect to Net Fees paid to
Covert Agent which are subsequently returned, refunded or credited to Customers
("Unearned Commissions"). Sales Contractor shall pay to Covert Agent on demand
Unearned Commissions paid to Sales Contractor, or Covert Agent may deduct any
such Unearned Commissions from any sums due Sales Contractor, including without
limitation, Commissions payable.
c. Payment of Commissions. Commissions earned and accrued during a calendar
month, less any applicable Unearned Commissions shall be paid by Covert Agent to
Sales Contractor on the last day of the calendar month immediately following such
calendar month. Along with the payment of each Commission, Covert Agent will
deliver to Sales Contractor applicable data and a calculation supporting the
Commission payment.
5. Term and Termination of Agreement. This Agreement shall be effective as of the date
hereof and shall continue in effect for one year (the "Term"). In the event either party
breaches or fails to perform its obligations under this Agreement, and such breach or
failure continues unremedied for 15 days after written notice to the defaulting party
describing such breach or failure in reasonable detail, the non-defaulting party may
terminate this Agreement. Notwithstanding the termination of this Agreement, Sales
Contractor shall continue to receive Commission payments after the termination of this
Agreement so long as Covert Agent continues to receive Commissionable payments
from the Customer.
6. Covert Agent Intellectual Property. During the Term, Sales Contractor is granted the
non-exclusive privilege of using trademarks, service marks, copyrighted materials, trade
names, logos and other words or marks which Covert Agent may use in connection with
the sale of the Services (the "Intangible Properties"). Sales Contractor acknowledges
and agrees that (a) Sales Contractor shall promptly discontinue the use of all of the
Intangible Properties upon the termination of this Agreement, (b) none of the Intangible
Properties may be used as a part of the name under which Sales Contractor’s business
is conducted, (c) upon termination of this Agreement, the Sales Contractor’s rights under
this Section 6 shall terminate and Sales Contractor will immediately discontinue all use
of the Intangible Properties and will discontinue holding itself out as a Sales Contractor
for Covert Agent and the Services, (d) all use of the Intangible Properties will inure to the
benefit of Covert Agent, and (e) Sales Contractor will promptly notify Covert Agent in
writing of any actual or alleged infringement of any of the Intangible Properties, stating
with particularity the facts on which the infringement is based.
7. Confidentiality. Sales Contractor acknowledges and agrees that (a) during and after the
Term of the Agreement, Sales Contractor shall not directly or indirectly make use for its
own benefit or for the benefit of any person, firm, corporation, or other entity, other than
Covert Agent, and its affiliates, any secret or confidential information, customer lists,
supplier information, solicitation methods, price list or any other data of or pertaining to
Covert Agent, or to an affiliate thereof, its business and financial affairs, or the Services
(collectively, "Confidential Information"), (b) regardless of any act or omission of either
party hereunder, the Confidential Information is and shall remain the sole and exclusive
property of Covert Agent, and (c) upon request of Covert Agent and in any event upon
termination of this Agreement, Sales Contractor will immediately deliver to Covert Agent
all the papers, lists, correspondence and documents relating to the Confidential
Information, together with all copies thereof. Sales Contractor acknowledges and agrees
that any breach by it or any of its agents or employees, of this Section 7 will result in
irreparable injury to Covert Agent for which money damages will not adequately
compensate Covert Agent. In the event of such breach, Covert Agent shall be entitled, in
addition to any other rights or remedies which it may have at law or in equity, to have an
injunction issued by any competent court enjoining and restraining Sales Contractor
and/or any other person involved from continuing such breach, without the necessity of
posting a bond.
8. Independent Contractor. Sales Contractor is, and shall function as, an independent
contractor and is not an agent or employee of Covert Agent. As such, Sales Contractor
agrees to pay all expenses incurred in the operation of its business, including, but not by
way of limitation, all cost of maintaining a place of business, salaries, traveling
expenses, and compensation paid to other salesmen employed by Sales Contractor,
and taxes on its business income. It shall have no power or right to bind Covert Agent in
any way, to sign Covert Agent’s name to any lease, contract or agreement of any type or
incur any liability or obligation of any type in the name of, or on behalf of, Covert Agent,
nor shall Covert Agent be responsible for any of Sales Contractor’s actions or
representations.
9. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of California, without regard for its conflict of laws provisions.
10. Notices. All notices and other communications required hereunder shall be in writing and
deemed to have been given when personally delivered, three days after being mailed by
certified mail, postage prepaid, one day after being sent by Federal Express or other
nationally recognized overnight courier, or upon delivery by telecopy, confirmed receipt,
to the address or telecopy number set forth herein, or to such other address as either
party may direct by written notice to the other party.
11. Miscellaneous. The rights granted Sales Contractor under this Agreement shall be
personal and non-assignable. Any attempted assignment, whether voluntary or
involuntary or by operation of law, including but not limited to bankruptcy, insolvency, or
receivership, shall be void and of no force or effect. The waiver by a party of a breach of
any provision of this Agreement by the other party shall not operate or be construed as a
waiver of any subsequent breach. This Agreement supersedes any and all other
agreements and understandings heretofore existing between Sales Contractor and
Covert Agent with respect to the subject matter hereof. In the event of any conflict
between the provisions of this Agreement and the provisions contained in any other
contract or sales order used by Covert Agent, the provisions of this Agreement shall
control. This Agreement contains the entire agreement of the parties concerning the
subject matter hereof and may be amended, modified, or changed only by an agreement
in writing signed by each of the parties. The provisions of this Agreement shall be
severable, and the invalidity of any provision shall not affect the validity of the other
provisions. This Agreement may be executed in counterparts and by facsimile, each of
which shall be deemed an original but both of which shall constitute one and the same
Agreement. The rights of the parties hereunder shall survive termination of this
Agreement.
IN WITNESS WHEREOF the parties hereto have hereunder caused their names to be
subscribed hereto by a duly authorized officer on the date first set forth above.
Covert Agent, LLC.
By: ____________________________
Its: ____________________________
Date: __________________________
Address:
Sales Contractor
By: ____________________________
Its: ____________________________
Date: __________________________
Address:
EXHIBIT A: COMMISSIONS
For services rendered, Sales Contractor shall be entitled to compensation from Covert Agent as
follows:
i. 50% of the Service setup fees Covert Agent collects from Customers;
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