WIFI BRANDS AGREEMENT
This AGREEMENT (this “Agreement”) is made and entered into as of [insert date] (the “Effective
Date”), by and between WIFI BRANDS LLC, (“Wifi Brands”) whose place of business is [insert
address of your company], and [insert name of the client] whose address is at [insert
address of the Client] (“Client”). Each of Wifi Brands and Client are sometimes referred to
individually as a “Party” or collectively as the “Parties.”
RECITALS
A. Wifi Brands is a company that company offers a service to source factories in China for
its clients; and
B. The Client is interested in the services offered by the Wifi Brands;
C. Wifi Brands has agreed to provide certain services to Client on the terms set forth in this
Agreement.
Therefore, the Parties agrees as follows:
AGREEMENT
1. ENGAGEMENT; SERVICES
Client hereby engages Wifi Brands to provide, during the Term, (as defined in Section 3, below)
the services set forth herein below: (collectively, the “Services”).
The Wifi Brands is required to do and complete the following:
i. Provide quotes from factories in China for the Client.
ii. If Client proceeds with the order w/ factory, they may choose to have Wifi Brands
manage the order this includes: arranging payment for goods, virtual inspection of
factory and final goods (detailed report and/or physical inspection can be provided
for an additional fee), arranging shipment from factory to final destination creating
shipment in Amazon Seller Central to accept shipment in FBA
iii. Any other services as described in Schedule 1 of this Agreement.
During the Term, Wifi Brands agrees to devote such efforts and time as is reasonably required
to fulfill Wifi Brands’s duties in connection with the Services, to provide the same in a diligent
and conscientious manner and to the best of Wifi Brands’s ability, in accordance with applicable
law, and the terms and conditions provided in this Agreement.
2. COMPENSATION; EXPENSES
a. Fee. As consideration for the Services, Client shall pay Wifi Brands, as per the schedule
of payments provided in Schedule 2 of this Agreement. The amount shall be paid directly
to the Wifi Brands’s account [insert details including account number of the Wifi Brands’
bank]
b. Tax Matters. Client and Wifi Brands agree that Wifi Brands shall be treated as an
independent Wifi Brands, and not as an employee of Client, with respect to the Services
performed hereunder. All fees payable to Wifi Brands hereunder shall be paid in full,
without any withholding, deduction, or offset of any Federal, state, or local income taxes,
employment taxes, or other withholdings, except to the extent Client reasonably
determines that any such withholdings, deductions, or offsets are required by applicable
law. Wifi Brands hereby covenants and agrees that
Wifi Brands shall be solely responsible for all income taxes, payroll taxes, and other
withholdings (both employer and employee portions) with respect to all fees paid by
Client hereunder, and agrees to indemnify and hold Client harmless from and against
any and all loss, liability, claim, cause of action, suit, fine, damage, judgment, cost or
expense (including reasonable attorneys’ fees) arising out of or in connection with any
tax liability or other tax obligations relating to payments made to Wifi Brands pursuant to
this Agreement, including, without limitation, any such taxes and withholdings imposed
as a result of any claim or determination by any taxing authority or otherwise that Wifi
Brands is not an independent Wifi Brands with respect to the services performed
hereunder.
3. TERM
a. Term. The Engagement shall be for a [insert period] unless terminated in accordance
with this agreement.
i. Termination. The Engagement may be terminated by: (i) the mutual, written
consent of Client and Wifi Brands; or (ii) by the non-breaching Party upon the
occurrence of a breach by the other Party in the performance of its obligations
under this Agreement, which breach (if capable of cure) is not cured to the
reasonable satisfaction of the non-breaching Party within Five (5) business days
after the non-breaching Party has delivered written notice of such breach to the
breaching Party.
ii. Effect of Termination. In the event the Engagement is terminated or expires, the
provisions of this Agreement, other than those set forth in Section 7(i), shall no
longer have any force or effect. Upon the termination of the Engagement, Client
shall (i) pay to Wifi Brands, no later than Seven (7) days after the date of
termination, the earned, but unpaid portion of the Fee, prorated through the date
of termination, and (ii) shall reimburse Wifi Brands, in accordance with Section
2(b), for all expenses properly incurred prior to the date of termination.
4. REPRESENTATIONS AND WARRANTIES OF WIFI BRANDS
i. Wifi Brands represents and warrants to Client that (i) Wifi Brands has the legal
capacity to execute, deliver and perform this Agreement, (ii) this Agreement is a valid
and binding agreement and is fully enforceable against Wifi Brands, (iii) Wifi Brands
is not a party to any agreement that would prevent his entering into this Agreement
or performing his obligations hereunder, (iv) Wifi Brands’s performance of this
Agreement will not breach any confidentiality or other agreement, with any former
employer or other third party, to which Wifi Brands is bound, (v) in performing the
Services, Wifi Brands shall not make any unauthorized use of any confidential or
proprietary information of any other person or entity, and (vi) Wifi Brands has not
previously granted, pledged, or made any other disposition to any person or entity, or
any right, title or interest in or to the Work, and shall not make sure any disposition to
any person or entity other than Client.
ii. Client represents and warrants to Wifi Brands that (i) Client has the legal capacity to
execute, deliver and perform this Agreement, (ii) this Agreement is a valid and
binding agreement and is fully enforceable against Client, (iii) Client is not a party to
any agreement that would prevent it from entering into this Agreement or performing
its obligations hereunder.
5. INDEMNIFICATION
Each Party (an “Indemnifying Party”) shall indemnify and defend the other Party and its affiliates
and their respective successors and assigns, and each of their respective officers, directors,
partners, managers, employees, stockholders, members, Wifi Brandss, attorneys, accountants,
representatives, and agents (collectively, the “Indemnified Parties”), in respect of, and hold them
harmless against, any and all claims, demands, causes of action, actions, proceedings,
judgments, debts, obligations, liabilities, damages, fines, fees, penalties, interest obligations,
taxes, deficiencies, losses, costs and expenses (including, without limitation, amounts paid to
enforce the provisions of this Section 4 and amounts paid in settlement, interest, court costs,
costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other
experts, and other expenses) (collectively, “Damages”) incurred or suffered by any of the
Indemnified Parties arising out of, resulting from, relating to, or constituting (a) any fraud,
misrepresentation or breach of any provision of this Agreement (including, but not limited to, the
representations and warranties) by the Indemnifying Party, or (b) any gross negligence or willful
misconduct by the Indemnifying Party. In addition, and notwithstanding the foregoing, Wifi
Brands shall reimburse and indemnify Client and hold Client harmless against any and all
Damages incurred by Client in connection with or arising out of (i) Wifi Brands’s breach of any of
Wifi Brands’s warranties, representations, or obligations set forth herein, or (ii) any claim by a
third party that the Work, or any portion thereof, infringes or otherwise violates any intellectual
property, privacy, or other rights of such party.
6. INDEPENDENT WIFI BRANDS; NO AGENCY
Client and Wifi Brands agree that Wifi Brands will perform the Services as an independent Wifi
Brands, retaining reasonable control over and responsibility for Wifi Brands’s own operations.
Wifi Brands shall control the time, manner and place of performance of the Services. Without
limiting the foregoing, Wifi Brands acknowledges and agrees that Wifi Brands shall not have any
right to any compensation or benefits that Client grants its employees, including, without
limitation, any salary, pension, stock, bonus, profit sharing, insurance of any kind, health or
other benefits that are available to employees of Client. In addition, Wifi Brands shall not use
any sub-Wifi Brandss to perform the Services hereunder and Wifi Brands may not delegate any
of his duties hereunder. Wifi Brands will not be considered an employee or agent of Client as a
result of this Agreement, nor will Wifi Brands have the authority to contract in the name of or
bind Client based on the consulting relationship established hereunder.
7. MISCELLANEOUS
(a) Notices. Any notice or other communication required or permitted hereunder shall be in
writing and shall be deemed to have been given when delivered by hand, within one (1)
business day of facsimile with receipt confirmed, within one (1) business day of transmission by
electronic mail or upon receipt when mailed by United States mail, registered or certified,
postage prepaid, return receipt requested, addressed to the Parties as set forth in the signature
pages hereof. A Party may change or supplement its address for the purposes of receiving
notice pursuant to this Section 7(a) by giving the other Parties written notice of the new address
in the manner set forth above.
(b) Entire Agreement; Modification. This Agreement, including the exhibits attached hereto, (i)
contains the complete and entire understanding and agreement of Wifi Brands and Client with
respect to the subject matter hereof, (ii) supersedes all prior and contemporaneous
understandings, conditions and agreements, oral or written, express or implied, respecting the
engagement of Wifi Brands in connection with the subject matter hereof, and (iii) may not be
modified except by an instrument in writing executed by a duly authorized representative of
each of Client and Wifi Brands.
(c) Assignment. Neither party may assign its rights or obligations under this Agreement without
the other party’s express written consent.
(d) Governing Law. This Agreement shall be construed according to the laws of the United
Kingdom without regard to conflict of laws provisions thereof. The parties hereby submit to the
jurisdiction of the United Kingdom and agree that courts in UK have the sole and exclusive
jurisdiction over any and all disputes and causes of action involving such party that arise out of
or relate to this Agreement or its performance. Should either party bring legal action to enforce
its rights under this Agreement, the prevailing party in such action shall be entitled to recover
from the losing party its reasonable attorneys’ fees and costs in addition to any other relief to
which such party is entitled.
(e) Severability. If any provision of this Agreement is declared by any court of competent
jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions
of this Agreement, which shall be fully severable, and given full force and effect.
(f) Attorneys’ Fees. In the event that there has been a breach of any provision of this Agreement
by any Party, the other Party will be entitled to recover its reasonable costs and attorneys’ fees
in any legal proceeding to enforce the terms of this Agreement.
(g) Counterparts. This Agreement may be executed in counterparts and delivered by facsimile
or electronic transmission, each of which shall be deemed an original, but all of which, together,
shall constitute one and the same instrument.
(h) Survival. The provisions of Sections 2, 3, 4, 5, 6, and 7 shall survive any termination or
expiration of the Engagement. The termination or expiration of the Engagement shall not
adversely affect the rights or obligations of the Parties to the extent accrued prior to such
termination or expiration.
(i) Further Assurances. Each Party shall take all actions and execute all documents reasonably
necessary to effectuate the purposes and intents of this Agreement.
(j) Beneficiaries. The benefits of this Agreement shall inure to the Parties, their respective
successors and permitted assigns, and the obligations and liabilities assumed in this Agreement
by the Parties shall be binding upon their respective successors and permitted assigns.
IN WITNESS WHEREOF, the Parties have executed this Agreement as a deed as of
the day and year first above written.
EXECUTED on behalf of Client by:
1. ………………………………………………
Signature
………………………………………….
EXECUTED on behalf of WIFI BRANDS by:
1. ………………………………………………
Signature
……………………………………….
[Wifi Brands]
SCHEDULE 1 – SERVICES
1. [Expound on the services to be offered by Wifi Brands for the specific Client]
SCHEDULE 2 – CHARGES
WifiBrands charges the following commision rates on all inventory + freight forwarding services
purchased through the China Sourcing Agent service.
Tiers are determined by the total amount spent per order.
Commision does not include the plan subscription (paid when Client signs up for Sourcing
Agent services; 2/6/12 month options)
Tiers Commission Charged
Min Max % Min Max "Sourcing %
before discount" 1%
$0 $4,000 6.00% $0 $240 $0 $200
$0 $40
$4,001 $8,000 5.50% $220 $440 $180 $360
$40 $80
$8,001 $10,000 5.00% $400 $500 $320 $400
$80 $100
$10,001 $15,000 4.50% $450 $675 $350 $525
$100 $150
$15,001 $20,000 4.00% $600 $800 $450 $600
$150 $200
$20,001 $25,000 3.50% $700 $875 $500 $625
$200 $250
$25,001 $30,000 3.00% $750 $900 $500 $600
$250 $300
$30,001 $100,000 2.50% $750 $2,500 ***$30K+ orders Include free order
inspection (normally $250) $450 $1,500 $300 $1,000
– Option A: Pay 1 US bank account 1 payment for supplier + freight + Wifi service invoice (Wifi
covers wire fees*)
– Option B: Pay 3 different invoices (direct to supplier, direct to freight forwarder, direct to Wifi
service); client pays bank wire fees*
*Wire fees per order: Est $90-$150 depending on bank
At Legal writing experts, we would be happy to assist in preparing any legal document you need. We are international lawyers and attorneys with significant experience in legal drafting, Commercial-Corporate practice and consulting. In the last few years, we have successfully undertaken similar assignments for clients from different jurisdictions. If given this opportunity, The LegalPen will be able to prepare the legal document within the shortest time possible. You can send us your quick enquiry ( here )