This Partner Agreement, made and entered into by and between: PWC aka Spark Factory™ located at 3595 Sheridan Street, Suite 103B, Hollywood Florida a marketing & advertising agency (hereinafter referred to as the "Company", “Spark Factory”), and (hereinafter "Partner"), Located at: , a (hereinafter referred to as the "Partner") is to evidence the following:
WHEREAS, the Company is engaged in the business of Digital Marketing Services, e.g. Pay Per click management, Search Engine Optimization, Social Media Marketing, etc, hereinafter defined as the Business of the Company; and
WHEREAS, in consideration of mutual promises by the Company and the special financial benefits provided hereunder which were not heretofore available to Partner, Partner desires to enter into this Executive Agreement (the “Contract”) and agrees to abide by, comply with fulfilling in all respects the covenants and Contracts herein set forth; and
WHEREAS, as a consequence of Partner's consultancy the Partner may become deeply engaged with the business methods of the Spark Factory, including, but not limited to, its unique technical services, management practices, and business techniques, its market development projects and its relationships with its Spark Factory; and
WHEREAS Spark Factory understands that the Partner is not firm, but an individual body, who will be exclusive to Spark Factory. It is mutually agreed the Partner shall not accept any work that competes with the business of Spark Factory. As the Partner has no prior knowledge of the digital marketing industry and/or business.
IN ADDITION, the Corporation would be irreparably injured, and the value of the capital stock of the Corporation and the goodwill of the Corporation would be irreparably damaged, if Partner were to disclose (otherwise than as permitted in this Contract) any of the confidential information concerning the Corporation's business which Partner has acquired, or will acquire, as a result of Partner's contract with the Corporation, or if Partner was to solicit the Corporation's clients in competition with the business of the Corporation, or if Partner was otherwise to impair the goodwill of the Corporation; and
WHEREAS, Partner acknowledges and agrees that the Spark Factory needs appropriate safeguards to protect its investment in its business as well as to maintain the confidentiality and secrecy of its methodologies; and
WHEREAS, the Partner desires to serve in an executive capacity with the Spark Factory to perform such duties required under the Contract subject to and in accordance with the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the Spark Factory and the Consulting Firm hereby agree as follows:
I. Partner's QUALIFICATIONS
Partner represents and warrants to the Spark Factory that the Partner is free to and agreement with Spark Factory as contemplated hereby, and any person, firm, partnership, association, or business organization which would in any way hinder or interfere with Partner's acceptance of, or the full performance of, Partner’s obligations hereunder, or the exercise of Partner's best efforts hereunder. Partner will not disclose any matters that will hinder the services of the Spark Factory.
II. DUTIES AND AUTHORITY
The duties of Partner shall include, but not be limited to, the following:
A. The Partner shall be represented as and referrals to Spark Factory
B. The Partner shall not have the authority to sign any contract, lease any property, borrow and money, pledge any of the assets of the Corporation as security for a loan, file any lawsuit or settle any claim for or against the Corporation without the written consent from of the President. The Partner shall act professionally for the Corporation; and
C. Such matters and responsibilities as of the Partner shall be restricted to the scope of sales for the United States.
D. To comply with all policies, directives, and quotas now or hereafter issued by Spark Factory with respect to sales & business development of the Company.
In consideration of the mutual covenants herein contained Spark Factory shall compensate the Partner for the mutually agreed rates as a discount to UAP's group members as well as a donation to UAP. IV. PAYMENTSAll payments will be made -20 days after receipt of all referrals.
This Contract and Partner's relationship hereunder shall be for a minimum term of thirty days commencing as of the , herein referred as the initial term and automatically renewing as the renewal term for one year (the initial term, together with any and all renewal terms, are hereinafter collectively referred to as the "Contract Period"), and shall be automatically renewed from year to year. If the Partner is terminated for a cause listed below, then the Partner shall be entitled to formal written notice, but shall reserve the right to either maintain it’s designated stock share and receive benefits or sell its shares based on General Accounting Principles at fair market value. Termination for cause shall include the following reasons:
1. Conviction of a crime of moral turpitude;
2. Engaging in conduct that is injurious to the reputation of the Corporation;
3. Disclosure of any customer list, trade secret, secret process, or any other information. Concerning the business of the Corporation to any person, firm or business without the written consent by the President;
4. Any violation of this Contract; and
5. Dishonesty, theft or misappropriation of the property of the Corporation;
6. Any other conduct that is detrimental to the business of the Corporation after being informed by the Board of Directors in writing to cease and desist from such conduct and failing to cease and desist from the same within five (5) calendar days after receiving written notice.
Partner covenants and agrees to disclose promptly, in writing, to the Corporation, and to no other person, firm, corporation, association or partnership all methodologies, concepts, plans, notions, and ideas, made or conceived, alone or in conjunction with others, while in the employment of the Corporation, if resulting from, suggested by, or relating to such employment (whether or not made, conceived or refined at the request, at the discretion, or upon the suggestion of the Corporation during, or out of usual hours of work, or about the premiums of the Corporation, or elsewhere, and whether made, conceived or refined prior or subsequent to the execution of this Contract). All right, title, and interest to such methodologies, concepts, plans, notions, and ideas, shall be the sole and exclusive property of the Corporation.
VII. COVENANTS OF NON-DISCLOSURE
Partner agrees so long as this Contract is in effect:
A. Partner shall use best efforts to the furtherance and promotion of the Spark Factory’s business.
B. Partner shall not at any time during the term of this Contract, or thereafter, directly or indirectly, use for Partners own benefit or purposes for the association, Spark Factory’ or business organization, or disclose (except in the performance of Partner's duties hereunder) in any manner to any person, firm, partnership, association, Spark Factory or business organization, any trade secrets, information, know-how or knowledge relating to Spark Factory, technical services, business methods and techniques, market development programs, revenues, costs, management practices, manuals contracts, documents, designs, plans or Partners) belonging to, or relating to the affairs of the Spark Factory except where required in good faith to transact the business of the Company during the term of this Contract; and
B. To provide to Spark Factory, at its request, and in any event within three (3) days after termination of Partners services, in good condition, reasonable wear and tear excepted, all documentation and records which are the property of Spark Factory and any and all copies thereof, including, but not limited to, all manuals, promotional and instructional materials, and similar aids and equipment, all reports as well as all of Spark Factory equipment and other property in Partner's hands or under Partner's control at the time of the termination of Partner's consultancy hereunder; and
C. To keep in strict confidence all trade information, technical services, management practices, business methods and techniques, Spark Factory, lists, trade secrets,and other confidential information concerning Spark Factory 's business and its methods of doing business.
VIII. INJUNCTIVE RELIEF
A. Partner acknowledges that (i) his experience and capabilities are such that the provisions of Section I and Section V would prevent him from earning a livelihood; (ii) the services to be rendered by him to the Corporation are of a special nature and it would be very difficult or impossible to replace those services; (iii) the terms and conditions contained in Section IV. & VII are reasonable and necessary for the protection of the Corporation's business;
IX. BREACH OF CONTRACT
The restrictive covenants and allegations set forth in Sections VII, against the Partner are of the essence of this Contract and shall be construed as independent of any other of the provisions of this Contract. The existence of any claim or cause of action of the Partner against Corporation, whether predicated on this Contract or otherwise, shall not constitute a defense to the enforcement by Corporation of any of said restrictive covenants. Partner agrees that if Partner breaches any of Partner's covenants and obligations set forth in Sections VII, hereof, the Corporation shall have the right, to terminate this agreement without a t-off or waiver of the duties and obligations as set forth in section IV of this agreement.
The failure of either party at any time, or from time to time, to require performance of any of the other party's obligations under this Contract shall in no manner affect such party's right to enforce any provisions of this Contract at a subsequent time arising out of any subsequent breach.
XI. Indemnification. Limitation on Warranties, Representations a Indemnities: Disclaimer.Partner shall defend, indemnify, and hold harmless against any third party claims arising out of or relating to any use of Spark Factory Services, including claims resulting from the use of the Spark Factory Services. Partner disclaims all warranties, express and implied, including the warranties of merchantability and fitness for a particular purpose, and any warranties arising from course of dealing, usage or trade practice.
A. This Contract represents the entire Contract between the parties hereto and supersedes any other Contract’s, representations or understandings, written or oral, between the parties.
B. This contract has been negotiated and executed in Florida. Any dispute, which may arise hereunder, shall be governed by and construed in accordance with, the laws of the State of Florida and jurisdiction for any action arising hereunder shall lie exclusively in the Courts of Philadelphia County Pennsylvania.
C. This Contract may be amended from time to time as the parties’ desire so long as such amendments are in writing and executed by the parties hereto.
D. The parties agree that this agreement may be electronically signed. The parties agree that the electronic signature appearing on this document is the same as handwritten signatures for the purpose of validity, enforceability, and admissibility.
IN WITNESS WHEREOF, the parties hereto have set their hands the day first written below through digital signatures.
The Partner, Spark Factory.
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Document Name: Partner Agreement
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