Master Agent Agreement (27K)
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MASTER AGENT AGREEMENT
This Agent Agreement (the "Agreement") is effective immediately when
signed by authorized principals of both PowerSource Corporation, ("Company") and
Energy Wize ("Agency"). This agreement is executed and effective for one year
from the date signed.
WHEREAS, the Company provides the resale of Electricity ("Services");
and
WHEREAS, the Agency is engaged in the business of providing customer
procurement services; and
WHEREAS, the Company desires the services of Agency as an independent
contractor in marketing such services to its customers on the behalf of the
Company.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
AGREEMENT:
1. RIGHT TO SELL ELECTRICITY RESALE SERVICES.
(a) The Company hereby grants Agency the right to sell the Company's
Electricity Resale Services, and Agency hereby agrees to solicit
customers for the benefit of the Company, all pursuant to the terms and
conditions of this Agreement.
(b) Agency shall sell Electricity Resale Services at the rates and on
the other terms and conditions prescribed by the Company from time to
time.
(c) All customers and customer orders submitted to the Company by
Agency (including those submitted by Agency through Agency's employees
or representatives) shall be submitted in accordance with Company
policies and procedures as communicated to Agency from time to time,
and shall be subject to acceptance by the Company and, if accepted,
such customers shall become customers of the Company and not of any
other party, including Agency (herein referred to as the "Solicited
Customers" and individually as a "Solicited Customer").
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2. INDEPENDENT CONTRACTOR. In fulfilling its obligations to the Company, under
this Agreement, Agency is acting as an independent contractor of the Company,
and not as a partner, co-venturer, employee, franchisee or representative of the
Company. Agency shall have no right, power or authority to make any
representations or enter into any agreement for, or on behalf of, or incur any
obligation or liability, of, or to otherwise bind the Company. Except as
specifically agreed to by the Company in writing, the Company shall not
reimburse Agency for any expenses incurred by Agency or any fringe benefits in
connection with this Agreement. Agency shall have full responsibility for
withholding taxes, social security withholding, workers' compensation,
withholding, unemployment withholding or any similar taxes or charges
attributable to Agency or Agency's employees or representatives.
3. COMPENSATION
(a) Company shall pay Agency a bonus and commission for each customer
obtained by Agency pursuant to Exhibits "A" and "B". Agency's
compensation shall be computed as set forth on Exhibits "A" and "B"
attached hereto. Company shall pay commissions and bonus based upon
services provided to the customer with the dates and compensation
structures set forth in Exhibits "A", and "B".
(b) Notwithstanding anything herein to the contrary, no commission
shall be due Agency for any customer that is an existing customer of
Company at the time Service is ordered.
4. TERM. The initial term of this Agreement shall commence on the date hereof
and shall continue for one (1) year thereafter unless earlier terminated
pursuant to Section 5 (the "Initial Term"). Thereafter, this Agreement shall be
renewed automatically for successive one-year terms (each a "Renewal Term"),
unless earlier terminated pursuant to Section 5.
5. TERMINATION
(a) Agency may terminate this Agreement by giving the Company at least
sixty (60) days prior written notice and the Company may terminate this
Agreement by giving Agency at least thirty (30) days prior written
notice.
(b) If either party fails to perform or comply with any provision of
this Agreement, or if Agency fails to perform or comply with any
provision of the Confidentiality, Non-Compete and Non-Solicitation
Agreement described in Section 9 of this Agreement, the non-breaching
party may, at its option, immediately terminate this Agreement.
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