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Free Business Legal Form
Agreement to Sell Business
Bill of Sale of Business
Business Consultant Agreement
Consulting Agreement
Contract between
Property Owner & Contractor
Employee Non-Compete Agreement
Form
Employment Agreement
Employment Agreement
w/Non-Compete Clause
Employment Application
Indemnity Agreement
Independent Contractor Agreement
Joint Venture Agreement I
Joint Venture Agreement II
Notice of Buyer's
Disposition of Rejected Goods
Notice of Default
Partnership Agreement
Partnership Agreement, General
Sales Rep Agreement
Settlement Offer on Disputed
Account
Subcontractor Agreement
Advertising Agency Agreement
Applicant Information Release
Application for Employment
Assignment of Pre-Employment Works
Conduct of
Business Under Fictitious/Assumed Named
Consent for Drug/Alcohol Testing
Contractor Agreement
Direct Deposit Authorization
Disciplinary Notice
Employee Non-Compete Agreement
Employee Non-Disclosure Agreement
Employment Agreement 2
Employment
Separation Agreement & General Release
General Agreement
Independent Contractor Agreement 2
Joint Venture Agreement
Notice of Dismissal
Notice of
Termination Due to Work Rules Violation
Partnership Agreement 2
Payroll Deduction Authorization
Polygraph Consent
Privacy Policy
Property Management Agreement
Sales Representatives Agreement
Telecommuting Agreement
Warning to
Employee for Unsatisfactory Performance
Agreement made this _________day
of _________, 20__ by and between
[name]and [name](doing business as [name].) of [address] (hereinafter
referred to as "Seller") and [name] (hereinafter referred to as the
"Buyer").
Whereas the Seller desires to sell and the Buyer desires to buy the
business now being operated at [address] and known as [business name] and
all assets thereof as contained in Schedule "A" attached hereto, the
parties hereto agree and covenant as follows:
1. The total purchase price for all fixtures, furnishings and equipment is
$______ Dollars payable as follows:
(a) $________ paid in cash; certified or bank checks, as a deposit upon
execution of this Agreement, to be held by [name].
(b) $________ additional to be paid in cash, certified or bank checks, at
the time of passing papers.
(c) $________ to be paid by a note of the Buyer to the Seller, bearing
interest at the rate of _____ percent per annum with an option of the Buyer
to prepay the entire outstanding obligation without penalty. Said note
shall be secured by a chattel mortgage and financing statement covering the
property to be sold hereunder, together with any and all other property
acquired during the term of said note and placed in or within the premises
known as [describe fully].
2. The property to be sold hereunder shall be conveyed by a standard form
Bill of Sale, duly executed by the Seller.
3. The Seller promises and agrees to convey good, clear, and marketable
title to all the property to be sold hereunder, the same to be free and
clear of all liens and encumbrances. Full possession of said
property
will be delivered in the same condition that it is now, reasonable wear and
tear expected.
4. Consummation of the sale, with payment by the Buyer of the balance of
the down payment and the delivery by the Seller of a Bill of Sale, will
take place on or before _____________,19__.
5. The Seller may use the purchase money, or any portion thereof, to clear
any encumbrances on the property transferred and in the event that
documents reflecting discharge of said encumbrances are not available at
the time of sale, the money needed to effectuate such discharges shall be
held by the attorneys of the Buyer and Seller in escrow pending the
discharges.
6. Until the delivery of the Bill of Sale, the Seller shall maintain
insurance on said property in the amount that is presently insured.
7. Operating expenses of [business name] including but not limited to
rent, taxes, payroll and water shall be apportioned as of the date of the
passing of papers and the net amount thereof shall be added to or deducted
from, as the case may be, the proceeds due from the Buyer at the time of
delivery of the Bill of Sale.
8. If the Buyer fails to fulfill his obligations herein, all deposits made
hereunder by the Buyer shall be retained by the Seller as liquidated
damages.
9. The Seller promises and agrees not to engage in the same type of
business as the one being sold for_______ years from the time of passing,
within a [# of blocks/miles] radius of [location].
10. A Broker's fee for professional services in the amount of
__________($____) Dollars is due from the Seller to_________, provided and
on the conditions that papers pass.
11. The Seller agrees that this Agreement is contingent upon the following
conditions:
(a) Buyer obtaining a Lease on the said premises or that the existing
Lease be assigned in writing to the Buyer.
(b) Buyer obtaining the approval from the proper authorities (Town and
State) of the transfer of all necessary licenses to the Buyer.
(c) The premises shall be in the same condition, reasonable wear and tear
expected, on the date of passing as they are currently in.
12. All of the terms, representations and warranties shall survive the
closing. This Agreement shall bind and inure to the benefit of the Seller
and Buyer and their respective heirs, executors, administrators, successors
and assigns.
13. If this Agreement shall contain any term or provision which shall be
invalid or against public policy or if the application of same is invalid
or against public policy, then, the remainder of this Agreement shall not
be affected thereby and shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed in triplicate on the day and year first above written.
___________________________ _____________________________
SELLER:
BUYER:
___________________________ _____________________________
SELLER:
BROKER:
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Bill of Sale of Business
I,__________, of [name of firm] ,
in the County of_________________, State
of________, in consideration of ________________Dollars, ($__________), to
be paid by ____ _______________, of [name of firm], the receipt of which is
hereby acknowledged, do hereby grant, sell, transfer and deliver unto
______________________ the following:
_______________________________________________
_______________________________________________
[Description]
To have and to hold the same to ____________and his heirs, executors,
administrators, successors and assign, to their use forever.
And I hereby covenant with the grantee that I am the lawful owner of said
goods; That they are free from all encumbrances; That I have good
right
to sell the same as aforesaid; And that I will warrant and defend the same
against the lawful claims and demands of all persons.
In witness, whereof, I__________________, hereunto set my hand, this ___
day of_______________ 20__.
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Business Consultant Agreement
This agreement dated __________,
is made By and Between __________, whose
address is __________, ("Company"), AND __________, whose address is
__________, ("Consultant.")
1. Consultation Services. The company hereby employs the consultant
to
perform the following services in accordance with the terms and conditions
set forth in this agreement: The consultant will consult with the officers
and employees of the company concerning matters relating to the management
and organization of the company, their financial policies, the terms and
conditions of employment, and generally any matter arising out of the
business affairs of the company.
2. Terms of Agreement. This agreement will begin __________ and will
end
__________. Either party may cancel this agreement on thirty (30) days
notice to the other party in writing, by certified mail or personal
delivery.
3. Time Devoted by Consultant. It is anticipated the consultant will
spend approximately __________ in fulfilling its obligations under this
contract. The particular amount of time may vary from day to day or week
to week. However, the consultant shall devote a minimum of __________ per
month to its duties in accordance with this agreement.
4. Place Where Services Will Be Rendered. The consultant will
perform
most services in accordance with this contract at a location of
consultant's discretion. In addition the consultant will perform services
on the telephone and at such other places as necessary to perform these
services in accordance with this agreement.
5. Payment to Consultant. The consultant will be paid at the rate
of$
__________ per __________ for work performed in accordance with this
agreement. However, the consultant will be paid at least $_______ per
month regardless of the amount of time spent in accordance with this
agreement. The consultant will submit an itemized statement setting forth
the time spent and services rendered, and the company will pay the
consultant the amounts due as indicated by statements submitted by the
consultant within ten (10) days of receipt.
6. Independent Contractor. Both the company and the consultant agree
that
the consultant will act as an independent contractor in the performance of
its duties under this contract. Accordingly, the consultant shall be
responsible for payment of all taxes including Federal, State and local
taxes arising out of the consultant's activities in accordance with this
contract, including by way of illustration but not limitation, Federal and
State income tax, Social Security tax, Unemployment Insurance taxes, and
any other taxes or business license fee as required.
7. Confidential Information. The consultant agrees that any
information
received by the consultant during any furtherance of the consultant's
obligations in accordance with this contract, which concerns the personal,
financial or other affairs of the company will be treated by the consultant
in full confidence and will not be revealed to any other persons, firms or
organizations.
8. Employment of Others. The company may from time to time request
that
the consultant arrange for the services of others. All costs to the
consultant for those services will be paid by the company but in no event
shall the consultant employ others without the prior authorization of the
company.
By: __________ __________
By: __________ __________
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Consulting Agreement
AGREEMENT made this
day of , 20 , by and between
, whose address is
, hereinafter referred to as
the "Consultant", and
, whose principal place of
business is located at
, hereinafter referred to as
"Company".
WHEREAS, the Company desires to engage the
services of the Consultant
to perform for the Company consulting services regarding the
functions for the operation of
as an independent contractor
and not as an employee; and
WHEREAS, Consultant desires to consult with the Board of Directors,
the officers of the Company, and the administrative staff, and to
undertake for the Company consultation as to the direction of certain
functions in said management of;
NOW, THEREFORE, it is agreed as follows:
1. Term. The respective duties and obligations of the contracting
parties shall be for a period of commencing
on , 20
, and may be terminated by either party giving thirty (30) days'
written notice to the other party at the addresses stated above or at
an address chosen subsequent to the execution of this agreement and
duly communicated to the party giving notice.
2. Consultations. Consultant shall be available to consult with the
Board of Directors, the officers of the Company, and the heads of the
administrative staff, at reasonable times, concerning matters
pertaining to the organization of the administrative staff, the
fiscal policies of the Company, the relationship of the Company with
its employees or with any organization representing its employees,
and, in general, the important problems of concern in the business
affairs of the Company. Consultant shall not represent the Company,
its Board of Directors, its officers or any other members of the
Company in any transactions or communications nor shall Consultant
make claim to do so.
3. Liability. With regard to the services to be performed by
the Consultant pursuant to the terms of this agreement, the
Consultant shall not be liable to the Company, or to anyone who may
claim any right due to any relationship with the Corporation, for any
acts or omissions in the performance of services on the part of the
Consultant or on the part of the agents or employees of the
Consultant, except when said acts or omissions of the Consultant are
due to willful misconduct or gross negligence. The Company shall
hold the Consultant free and harmless from any obligations, costs,
claims, judgments, attorneys' fees, and attachments arising from or
growing out of the services rendered to the Company pursuant to the
terms of this agreement or in any way connected with the rendering of
services, except when the same shall arise due to the willful
misconduct or gross negligence of the Consultant and the Consultant
is adjudged to be guilty of willful misconduct or gross negligence by
a court of competent jurisdiction.
4. Compensation. The Consultant shall receive at least monthly from
the Company for the performance of the services to rendered to the
Company pursuant to the terms of the agreement $ per
hour for
work performed by the Consultant; however, in no event shall the
compensation paid to the Consultant by the Company be less than
$___________ per month nor more than $__________ per month. In
addition, the Company shall reimburse the Consultant per diem for any
reasonable out of pocket expenses incurred by the Consultant pursuant
to the terms of this agreement. The Consultant shall submit itemized
statements of hours of services performed and expenses incurred
during any particular month by the fifth (5th) day of the next
succeeding month. The amount shall be paid to the Consultant by the
fifteenth (15th) day of the latter month.
5. Retainer. A minimum retainer of
Dollars ($ ) will be
paid Consultant by Company in advance of any consultations and will
be applied by client in advance of any consultations on account of
the fee for such consultations.
6. Arbitration. Any controversy or claim arising out of or relating
to this contract, or the breach thereof, shall be settled by
arbitration in accordance of the rules of the American Arbitration
Association, and judgment upon the award rendered by the
arbitrator(s) shall be entered in any court having jurisdiction
thereof. For that purpose, the parties hereto consent to the
jurisdiction and venue of an appropriate court located in
County, State of . In the event that
litigation results from
or arises out of this Agreement or the performance thereof, the
parties agree to reimburse the prevailing party's reasonable
attorney's fees, court consts, and all other expenses, whether or not
taxable by the court as costs, in addition to any other relief to
which the prevailing party may be entitled. In such event, no action
shall be entertained by said court or any court of competent
jurisdiction if filed more than one year subsequent to the date the
cause(s) of action actually accrued regardless of whether damages
were otherwise as of said time calculable.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement
on the day of
, 20 .
"Company"
Witness Company Name
By: Witness
"Consultant"
Witness Firm's Name (if applicable)
By: Witness
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Contract between
Property Owner & Contractor
This agreement is hereby made and
entered into this _____ day of
__________, 20___, by and between __________, hereafter called Owner, and
__________, hereafter called Contractor.
The said parties, for the considerations hereinafter mentioned, hereby
agree to the following:
1. The Contractor agrees to provide all of the material and labor required
to perform the following work for: [Describe work to be Performed] as shown
by the drawing(s) and described in the specifications prepared by
__________ and provided by the Owner, which are identified by the
signatures of the parties to this agreement and which form a part of this
agreement.
2. The Owner hereby agrees to pay the Contractor, for the aforesaid
materials and labor, the sum of __________, in the following manner:
[Describe Method and Timing of Payment]
3. The Contractor agrees that the various portions of the above-described
work shall be completed on or before the following dates: [Insert Dates]
and the entire above-described work shall be completed no later than the
_____ day of __________, 20____.
4. The Contractor agrees to provide and pay for all materials, tools and
equipment required for the prosecution and timely completion of the work.
Unless otherwise specified, all materials shall be new and of good quality.
5. In the prosecution of the work, the Contractor shall employ a
sufficient number of workers skilled in their trades to suitably perform
the work.
6. All changes and deviations in the work ordered by the Owner must be in
writing, the contract sum being increased or decreased accordingly by the
Contractor. Any claims for increases in the cost of the work must be
presented by the Contractor to the Owner in writing, and written approval
of the Owner shall be obtained by the Contractor before proceeding with the
ordered change or revision.
7. The Owner, Owner's representative and public authorities shall at all
times have access to the work.
8. The Contractor agrees to re-execute any work which does not conform to
the drawings and specifications, warrants the work performed, and agrees to
remedy any defects resulting, from faulty materials or workmanship which
shall become evident during a period of one year after completion of the
work.
9. The Owner agrees to maintain full insurance on the above-described work
during the progress of the work, in his own name and that of the
Contractor.
10. In the event the Contractor is delayed in the prosecution of the work
by acts of God, fire, flood or any other unavoidable casualties; or by
labor strikes, late delivery of materials; or by neglect of the Owner; the
time for completion of the work shall be extended for the same period as
the delay occasioned by any of the aforementioned causes.
11. In the event the work is delayed due to neglect of the Contractor, the
Contractor agrees to pay the Owner the sum of __________ per __________ as
liquidated damages until such time as the work is completed.
12. The Contractor agrees to obtain insurance to protect himself against
claims for property damage, bodily injury or death due to his performance
of this agreement.
13. Neither the Owner nor Contractor shall have the right to assign any
rights or interest occurring under this agreement without the written
consent of the other, nor shall the Contractor assign any sums due, or to
become due, to him under the provisions of this agreement.
14. This agreement shall be interpreted under laws of the State of
__________.
15. Attorney's fees and court costs shall be paid by the defendant in the
event that judgment must be, and is, obtained to enforce this agreement or
any breach thereof.
IN WITNESS WHEREOF, the parties hereto set their hands and seals the day
and year written above.
By: __________ __________
By: __________ __________
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Employee Non-Compete Agreement
Form
In consideration of my being
employed by _____________ (Company), I, the
undersigned, hereby agree that upon the termination of my employment and
notwithstanding the cause of termination, I shall not compete with the
business of the Company or its successors or assigns, to wit:_____________
and shall not directly or indirectly, as an owner, officer, director,
employee, consultant, or stockholder, engage in the business of
_________________________ or a business substantially similar or
competitive to the business of the Company.
This non-compete agreement shall extend only for a radius of________ miles
from the present location of the Company, and shall be in full force and
effect for________ years, commencing with the date of employment
termination.
Signed and sealed this _____day of _________, 20__.
__________________________
Employee
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Employment Agreement
This Agreement made and entered
into this ______ day of __________, 20__,
by and between __________ ("employer"), and __________ ("employee"). The
parties recite that:
A. Employer is engaged in __________ and maintains business premises at
__________.
B. Employee is willing to be employed by employer, and employer is
willing to employ employee, on the terms and conditions hereinafter set
forth. For the reasons set forth above, and in consideration of the
mutual covenants and promises of the parties hereto, employer and
employee covenant and agree as follows:
1. AGREEMENT TO EMPLOY AND BE EMPLOYED
Employer hereby employs employee as __________ at the
above-mentioned
premises, and employee hereby accepts and agrees to such employment.
2. DESCRIPTION OF EMPLOYEE'S DUTIES
Subject to the supervision and pursuant to the orders, advice, and
direction of employer, employee shall perform such duties as are
customarily performed by one holding such position in other businesses or
enterprises of the same or similar nature as that engaged in by employer.
Employee shall additionally render such other and unrelated services and
duties as may be assigned to him from time to time by employer.
3. MANNER OF PERFORMANCE OF EMPLOYEE'S DUTIES
Employee shall at all times faithfully, industriously, and to the
best
of his ability, experience, and talent, perform all duties that may be
required of and from him pursuant to the express and implicit terms
hereof, to the reasonable satisfaction of employer. Such duties shall be
rendered at the abovementioned premises and at such other place or places
as employer shall in good faith require or as the interests, needs,
business, and opportunities of employer shall require or make advisable.
4. DURATION OF EMPLOYMENT
The term of employment shall be _____ years, commencing on
________,
19___, and terminating ________, 19_____,subject, however, to prior
termination as otherwise provided herein.
5. COMPENSATION; REIMBURSEMENT
Employer shall pay employee and employee agrees to accept from
employer, in full payment for employee's services hereunder, compensation
at the rate of __________ Dollars ($_____) per annum, payable __________.
In addition to the foregoing, employer will reimburse employee for any
and all necessary, customary, and usual expenses incurred by him while
traveling for and on behalf of the employer pursuant to employer's
directions.
6. EMPLOYEE'S LOYALTY TO EMPLOYER'S INTERESTS
Employee shall devote all of his time, attention, knowledge, and
skill
solely and exclusively to the business and interests of employer, and
employer shall be entitled to all benefits, emoluments, profits, or other
issues arising from or incident to any and all work, services, and advice
of employee. Employee expressly agrees that during the term hereof he
will not be interested, directly or indirectly, in any form, fashion, or
manner, as partner, officer, director, stockholder, advisor, employee, or
in any other form or capacity, in any other business similar to
employer's business or any allied trade, except that nothing herein
contained shall be deemed to prevent or limit the right of employee to
invest any of his surplus funds in the capital stock or other securities
of any corporation whose stock or securities are publicly owned or are
regularly traded on any public exchange, nor shall anything herein
contained by deemed to prevent employee from investing or limit
employee's right to invest his surplus funds in real estate.
7. NONDISCLOSURE OF INFORMATION CONCERNING BUSINESS
Employee will not at any time, in any fashion, form, or manner,
either
directly or indirectly divulge, disclose, or communicate to any person,
firm, or corporation in any manner whatsoever any information of any
kind, nature, or description concerning any matters affecting or relating
to the business of employer, including, without limitation, the names of
any its customers, the prices it obtains or has obtained, or at which it
sells or has sold its products, or any other information concerning the
business of employer, its manner of operation, or its plans, processes,
or other date of any kind, nature, or description without regard to
whether any or all of the foregoing matters would be deemed confidential,
material, or important. The parties hereby stipulate that, as between
them, the foregoing matters are important, material, and confidential,
and gravely affect the effective and successful conduct of the business
of employer, and its good will, and that any breach of the terms of this
section is a material breach of this agreement.
8. OPTION TO TERMINATE ON PERMANENT DISABILITY OF EMPLOYEE
Not withstanding anything in this agreement to the contrary,
employer
is hereby given the option to terminate this agreement in the event that
during the term hereof employee shall become permanently disabled, as the
term "permanently disabled" is hereinafter fixed and defined. Such
option shall be exercised by employer giving notice to employee by
registered mail, addressed to him in care of employer at the above stated
address, or at such other address as employee shall designate in writing,
of its intention to terminate this agreement on the last day of the month
during which such notice is mailed. On the giving of such notice this
agreement and the term hereof shall cease and come to an end on the last
day of the month in which the notice is mailed, with the same force and
effect as if such last day of the month were the date originally set
forth as the termination date. For purposes of this agreement, employee
shall be deemed to have become permanently disabled if, during any year
of the term hereof, because of ill health, physical or mental disability,
or for other causes beyond his control, he shall have been continuously
unable or unwilling or have failed to perform his duties hereunder for
thirty (30) consecutive days, or if, during any year of the term hereof,
he shall have been unable or unwilling or have failed to perform his
duties for a total period of thirty (30) days, whether consecutive or not.
For the purposes hereof, the term "any year of the term hereof" is
defined to mean any period of 12 calendar months commencing on the first
day of _____ and terminating on the last day of __________ of the
following year during the term hereof.
9. DISCONTINUANCE OF BUSINESS AS TERMINATION OF EMPLOYMENT
Anything herein contained to the contrary notwithstanding, in the
event that employer shall discontinue operations at the premises mentioned
above, then this agreement shall cease and terminate as of the last day
of the month in which operations cease with the same force and effect as
if such last day of the month were originally set forth as the
termination date hereof.
10. EMPLOYEE'S COMMITMENTS BINDING ON EMPLOYER ONLY ON WRITTEN CONSENT
Employee shall not have the right to make any contracts or other
commitments for or on behalf of employer without the written consent of
employer.
11. CONTRACT TERMS TO BE EXCLUSIVE
This written agreement contains the sole and entire agreement
between
the parties, and supersedes any and all other agreements between them.
The parties acknowledge and agree that neither of them has made any
representation with respect to the subject matter of this agreement or
any representations inducing the execution and delivery hereof except
such representations as are specifically set forth herein, and each party
acknowledges that he or it has relied on his or its own judgment in
entering into the agreement. The parties further acknowledge that
any statements or representations that may have heretofore been made
by either of them to the other are void and of no effect and that
neither of them has relied thereon in connection with his or its dealings
with the other.
12. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING
No waiver or modification of this agreement or of any covenant,
condition, or limitation herein contained shall be valid unless in
writing and duly executed by the party to be charged therewith.
Furthermore, no evidence of any waiver or modification shall be offered
or received in evidence in any proceeding, arbitration, or litigation
between the parties arising out of or affecting this agreement, or the
rights or obligations of any party hereunder, unless such waiver or
modification is in writing, duly executed as aforesaid. The provisions
of this paragraph may not be waived except as herein set forth.
13. CONTRACT GOVERNED BY LAW
This agreement and performance hereunder shall be construed in
accordance with the laws of the State of __________.
14. BINDING EFFECT OF AGREEMENT
This agreement shall be binding on and inure to the benefit of
the respective parties and their respective heirs, legal
representatives, successors, and assigns.
Executed on the date first above written.
__________, Employer
__________, Employee
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Employment Agreement
w/Non-Compete Clause
This Agreement for Employment is
made [DATE], by and between
[NAME]("Employer") and [NAME]("Employee").
For good and valuable consideration, receipt of which is hereby
acknowledged the Employer shall employ as any Employee subject to the
following terms and conditions.
1. The Employee shall commence employment on [DATE].
2. The Employee shall perform the following duties and
responsibilities:
The Employee shall perform such further and other duties as are required by
the Employer.
3. The Employee shall work _______through_______ from ____ A.M. to
____P.M.
and such additional hours as are required by the Employer for the Employee
to competently perform the duties of his position. The Employee shall use
his best efforts on behalf of the Employer.
4. The Employee shall comply with all stated standards of performance,
policies, rules, regulations and manuals, receipt of which by the Employee
is hereby acknowledged. The Employee shall also comply with such future
Employer policies, rules, regulations, performance standards and manuals as
may be published or amended from time to time.
5. The Employee's employment under this Agreement shall commence [DATE],
and shall terminate on [DATE], unless terminated prior to such time for
cause.
6. The Employer shall pay to the Employee as compensation for services,
and the Employee agrees to accept the sum of $ _______ per year payable
[choose one] (weekly, bi-weekly, monthly, bi-monthly) of $__________, and
be entitled to the following "fringe benefits":
7. This contract of employment may terminate upon the occurrence of any of
the following events: (a) the death of the Employee; (b) the failure of the
Employee to perform his duties satisfactorily after notice or warning
thereof; (c) for just cause based upon non-performance of duties by
Employee; (d) economic reasons of the Employer which may arise during the
term of this Agreement and which may be beyond the control of the Employer.
8. The Employee shall not, at any times during the period hereof, and for
____ years from the date of termination of this Agreement, directly or
indirectly, within a geographic area of _____miles, engage in, or become
involved in, any competitive or similar business as that of the within
Employer.
9. Any dispute under this contract shall be required to be resolved by
binding arbitration of the parties hereto. Each party shall select one
arbitrator and both arbitrators shall select a third. The arbitration
shall be governed by the rules of the American Arbitration Association then
in force and effect.
10. This Agreement may not be assigned without prior notice by either
party, and subject to the mutual consent and approval of any such
assignment.
11. This Agreement constitutes the complete understanding between the
parties, unless amended by a subsequent written instrument signed by the
employer and employee.
____________________________ ___________________________
Employee
Employer
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Employment Application
Last Name:
_______________________
First: _________________ MI: ___
Date of Application: _________________
Street Address: ______________________________________
City:_________________State:_________ZIP:____________
Type(s) of Work Desired:
_____________________________________________________
Social Security number:______________________________
Home telephone: _________________
Work telephone: _________________
How Were You Referred To Us? (Circle only one.)
A By Your College
B Advertisement
C Employment Agency
D By an Employee
If So, Give Name: ________________________________
E Open house
F Walk-in
G Other
Please Read Carefully And Complete By Printing In Ink Or Typing.
An Equal Opportunity Employer
We are an equal opportunity employer, and we do not and will not
discriminate on the basis of race, religion, national origin, sex, age,
handicap, marital status, or status as a disabled veteran. Information
provided on this application will not be used for any discriminatory
purpose.
Provide All Information Requested.
Your complete application form will be maintained in our active files for
six (6) months from the date of application. You may submit a new
application at any time.
EMPLOYMENT RECORD
Starting with present or most recent, list all previous employers. Include
self-employment and summer and part-time jobs. If more space is required,
please continue on a separate sheet. You may attach a resume, but complete
this application as well.
Last Or Present Company:
____________________________________________________________________
Type of Business:
____________________________________________________________________
Type or Classification of Job:
____________________________________________________________________
Street Address:______________________________________
City:_________________State:_________ZIP:____________
Phone number:_________________
Brief Description of Job Duties:
____________________________________________________________________
Supervisor's Name:__________________________________
Phone number:_________________
Base salary:__________________
Dates worked: From___________ To____________
Reason for leaving:
____________________________________________________________________
Last or Present Company:
___________________________________________________
Type of Business:
___________________________________________________
Type or Classification of Job:
___________________________________________________
Street Address:______________________________________
City:_________________ State:_______ ZIP:____________
Phone number:_________________
Brief Description of Job Duties:
___________________________________________________
Supervisor's Name:
___________________________________________________
Phone number:_________________
Base salary:_________________
Dates worked: From _____________ To _______________
Reason for Leaving:
___________________________________________________
EDUCATIONAL HISTORY
High School:
School Name: _____________________________________________
Location (city, state): __________________________________
Major Course or Subject:__________________________________
Dates Attended: From _____________ To _______________
Graduated: Yes ____________ No ___________
Degree: __________________________________
Technical/Trade (after high school)
School Name: _____________________________________________
Location (city, state): __________________________________
Major Course or Subject:__________________________________
Dates Attended: From _____________ To _______________
Graduated: Yes ____________ No ___________
Degree: __________________________________
College (list all attended)
School Name: _____________________________________________
Location (city, state): __________________________________
Major Course or Subject:__________________________________
Dates Attended: From _____________ To _______________
Graduated: Yes ____________ No ___________
Degree: __________________________________
School Name: _____________________________________________
Location (city, state): __________________________________
Major Course or Subject:__________________________________
Dates Attended: From _____________ To _______________
Graduated: Yes ____________ No ___________
Degree: __________________________________
Other education/training
School Name: _____________________________________________
Location (city, state): __________________________________
Major Course or Subject:__________________________________
Dates Attended: From _____________ To _______________
Graduated: Yes ____________ No ___________
Degree: __________________________________
School name: _____________________________________________
Location (city, state): __________________________________
Major Course or Subject:__________________________________
Dates Attended: From _____________ To _______________
Graduated: Yes ____________ No ___________
Degree: __________________________________
OUTSIDE ACTIVITIES
(Exclude those indicating race, color, religion, sex, national origin, age,
or handicap.) Professional memberships, certificates, or licenses held
___________________________________________________
___________________________________________________
___________________________________________________
Past and Present Civic or Cultural Activities (include offices held)
___________________________________________________
___________________________________________________
Principal Hobbies
___________________________________________________
___________________________________________________
SPECIAL SKILLS
To be Completed by Applicant for Office/Clerical Work
Typing: Yes____ Words per Minute: _________ No____
Dictation: Yes____ Words per minute: _________ No____
To be Completed By Applicant for Shop/Plant Work
Type of Machines Operated:
___________________________________________________
___________________________________________________
Years Experience: ________
Computer Skills
Hardware:
___________________________________________________
Software:
___________________________________________________
Please list Other Skills and/or Equipment/Language Experience You Have
Acquired:
___________________________________________________
___________________________________________________
List Other Shop/Production Skills:
___________________________________________________
___________________________________________________
Served Apprenticeship:
Yes_______ Type: __________________________________
No_______
MILITARY RECORD
Branch of Service
___________________________________________________
From _____________ To ____________
Present Military Affiliation:
None____ Reserve (active)_____ Reserve (inactive)______
Kinds of Training and Duty While in Service:
___________________________________________________
___________________________________________________
PROFESSIONAL/WORK REFERENCES
List two past supervisors and one person who is not related to you who have
knowledge of your qualifications for the position for which you are
applying.
Name: ___________________________________________________
Title/Relationship: _____________________________________
Street Address:______________________________________
City:_________________State:_________ZIP:____________
Phone no. (include area code)______________________
Occupation: _______________________________________
May We Contact Your Present Employer?
Yes ________ No _________
Wage or Salary Required: _________________
Date Available: _________________
I hereby certify that the answers and other information on this application
are true and correct and that I understand any misrepresentation or
omission of facts on my part will be justification for separation from the
company's service, if employed. I understand that my employment may be
contingent upon receipt of an alien registration number, verification of
birth, and any other pertinent information bearing upon my employment, and
that my continued employment depends upon the will of the company or
myself.
___________________________________________________
Signature
Date: _________________
If any of your educational or employment records are under other than the
above name, please provide other names.
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Indemnity Agreement
For the sum of $1.00 and other
good and sufficient consideration, the
receipt of which is hereby expressly acknowledged,
____________________________________________, the first party and
____________________________________________, the second party, on behalf
of themselves, their heirs, assigns and successors, jointly and severally
enter into this Indemnity Agreement to hold each other harmless form any
suit, liability, claim, action or loss arising out of the below described
incident:
WHEREFORE, it is further agreed that:
The first party shall have the following rights and the second party shall
have the following duties:
The right to be adequately and reasonably defended by the second party
should any claim arise regarding the before mentioned subject matter;
The right to defend his/herself should the second party fail to provide an
adequate and reasonable defense and the right to seek compensation for the
same from the second party;
The right to settle any action, suit, or claim, should the second party
fail to defend the first party, and;
The right to bring an action or suit to seek recompensation for all
reasonable attorney's and expenses required to enforce this agreement;
WHEREAS, the second party shall have the following rights and the first
party shall have the following duties:
The right to timely and reasonable notice of any suit, liability, claim,
action or loss asserted against the first party;
The right to reasonable cooperation in defense of said suit, liability,
claim, action or loss on the part of the first party;
The right to settle any suit, liability, claim, action or loss so long as
the settlement does not leave the first party exposed for any damage,
claim, loss, or suit.
SO AGREED, to this ___ day of _________, 199 .
____________________________
First Party
___________________________
Second Party
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Independent Contractor Agreement
THIS AGREEMENT is made and
entered into this day of , 20
, by and
between , with offices at
, in the City of , and
the State of , hereinafter referred to
as the "Contractor", and
, whose address is ,
in the City of , and the State of
, hereinafter referred to as the "Subcontractor".
WITNESSETH:
WHEREAS, the Contractor is engaged in the business of
, and the
Subcontractor is engaged in the business of
; and
WHEREAS, the Contractor desires to enter into this Agreement with the
Subcontractor, providing, among other things, for Subcontractor's services
to the Contractor; and
WHEREAS, the Subcontractor desires to enter into this Agreement with
respect to his services to the Contractor, upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, the parties agree as follows:
1. The Contractor shall retain the Subcontractor and the Subcontractor
shall assist the Contractor upon the terms and conditions hereinafter set
forth.
2. Term. The term of this Agreement shall commence on the
day of
, 19 , and terminate on the day of
, 19 , unless terminated
prior to that date as set out hereinafter.
3. Duties of Subcontractor. During the period of this Agreement, the
Subcontractor shall have the full and complete obligation and
responsibility for the performance of the duties and/or work described in
the attached Exhibit "A" for the Contractor and the Subcontractor shall be
obligated to the Contractor for the performance of all such duties and/or
work. During the period hereof, the Subcontractor shall assist the
Contractor and shall perform any and all services required or requested in
connection with the Contractor's business. Within the limitations herein
provided, the Subcontractor will render such services of an advisory nature
as may be requested from time to time by the Contractor.
4. Time Requirements. The Subcontractor shall devote, during the
term of
this Agreement, such of his time, energy, and skill as is necessary in the
performance of his duties hereunder and shall periodically, or at any time,
upon the request of the Contractor, submit data as to the time requirements
of work performed and to be performed by him for the Contractor in
connection with this Agreement.
5. Fees to Subcontractor. The Contractor shall pay the Subcontractor
on a
"per project" basis for services in connection with this Agreement, the
exact amount for each project to be agreed upon in writing by the
Contractor and the Subcontractor, prior to any work being performed, or, in
the alternative, per the attached Exhibit "B".
6. Relation of the Parties. The Subcontractor is retained by the
Contractor only for the purposes and to the extent set forth in this
Agreement and the Subcontractor's relationship to the Contractor shall,
during the term of this Agreement, be that of an Independent Contractor.
The Contractor shall not withhold, from sums becoming payable to the
Subcontractor hereunder, any amounts for State or Federal Income Tax, or
for FICA (Social Security) Taxes, during the term of this Agreement. The
Subcontractor shall be free to dispose of such portions of his entire time,
energy and skill as he is not obligated to devote hereunder to the
Contractor in such manner as he deems advisable. The Subcontractor shall
not be considered as having an employee status or as being entitled to
participate in any plans, arrangements or distributions by the Contractor
pertaining to or in connection with any pension, stock, bonus, profit
sharing or other benefit extended to the Contractor's employees.
7. Worker's Compensation. If required by the laws of this State, the
Contractor shall maintain in full force and effect a policy of worker's
compensation insurance covering the Subcontractor during the term of this
Agreement and the Subcontractor's account shall be debited by the proration
of premiums thereon attributable to the Subcontractor.
8. Professional Responsibility. Nothing in this Agreement shall be
construed to interfere with or otherwise affect the rendering of services
by the Subcontractor in accordance with his independent and professional
judgment. The Subcontractor shall perform his services substantially in
accordance with generally accepted practices and principles of his trade.
This Agreement shall be subject to the rules and regulations of any and
all organizations and associations to which the Subcontractor may from time
to time belong and to the laws and regulations governing the practice of
the Subcontractor's trade in this State.
9. Indemnity to Subcontractor. The Contractor indemnifies the
Subcontractor against any loss or liability which the Subcontractor may
sustain by reason of any contract entered into by the Contractor with any
principal, but this indemnity shall not extend to any loss which the
Subcontractor may incur by reason of the work performed by the
Subcontractor hereunder.
10. Termination. This Agreement may be terminated at any time, with
or
without cause, by either party upon thirty (30) days written notice.
11. Notice. Any notice required to be given hereunder shall be
deemed
given on the third (3rd) business day following mailing of any such notice,
postage paid, to the address set out herein above.
12. Income Tax Designation. In the event that the Internal Revenue
Service should determine that the subcontractor is, according to I.R.S.
guidelines, an employee subject to withholding and social security
contributions, the subcontractor shall acknowledge, as the subcontractor
acknowledges herein, that all payments to the subcontractor are gross
payments, and the subcontractor is responsible for all income taxes and
social security payments thereon.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the
day and year first above written.
Signed, sealed and delivered in the presence of:
"CONTRACTOR"
______________________________
______________________________ Witness
______________________________ Witness
"SUBCONTRACTOR"
______________________________
______________________________ Witness
______________________________ Witness
EXHIBIT "A"
Duties and/or Work to be Performed by Subcontractor
EXHIBIT "B"
Alternate Fee Arrangement
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Joint Venture Agreement I
A ________________ (state) JOINT
VENTURE
THIS JOINT VENTURE AGREEMENT (herein after referred to as the
"Agreement" ) is entered into this _____ day of __________, 1995,
by and among ____________________________, a _______ corporation,
and __________________________, a _________ corporation, (herein
after collectively referred to as the "Joint Venturers") for the
purpose of performing: ____________________________.
W I T N E S S E T H:
WHEREAS, the parties are desirous of forming a joint venture (the
"Venture"), under the laws of the State of _______ by execution of this
Agreement for the purposes set forth herein and are desirous of fixing and
defining between themselves their respective responsibilities, interests,
and liabilities in connection with the performance of the before mentioned
construction project; and
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, the Parties herein agree to constitute themselves as
joint venturers, henceforth, "Venturers" for the purposes before mentioned,
and intending to be legally bound hereby, the parties hereto, after first
being duly sworn, do covenant, agree and certify as follows:
ARTICLE I. DEFINITIONS:
1.1 "Affiliate" shall refer to (i) any person directly or indirectly
controlling, controlled by or under common control with another person,
(ii) any person owning or controlling 10% or more of the outstanding voting
securities of such other person, (iii) any officer, director or other
partner of such person and (iv) if such other person is an officer,
director, joint venturer or partner, any business or entity for which such
person acts in any such capacity.
1.2 "Venturers" shall refer to ___________________ Inc., and
_________________________, and any successor(s) as may be designated and
admitted to the Venture.
1.3 "Internal Revenue Code", "Code" or "I.R.C." shall refer to the current
and applicable Internal Revenue Code.
1.4 "Net Profits and Net Losses" means the taxable income and loss of the
Venture, except as follows:
1.5 The "book" value of an asset shall be substituted for its adjusted tax
basis if the two differ, but otherwise Net Profits and Net Losses shall be
determined in accordance with federal income tax principles.
1.6 "Project" shall refer to that certain City of Atlanta, Georgia
construction project known as
1.7 "Treasury Regulations" shall refer to those regulations promulgated by
the Department of the Treasury with respect to certain provision of hate
Internal Revenue Code.
1.16 "Percentage of Participation" shall refer to that figure set forth in
Article at section .
ARTICLE II
FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS
2.1 FORMATION
(a) The Venturers do hereby form a joint venture pursuant to the laws of
the State of _______ in order for the Venture to carry on the purposes for
which provision is made herein.
(b) The Ventures shall execute such certificates as may be required by the
laws of the State of _______ or of any other state in order for the Venture
to operate its business and shall do all other acts and things requisite
for the continuation of the Venture as a joint venture pursuant to
applicable law.
2.2 NAME. The Name and style under which the Venture shall be conducted is:
2.3 PRINCIPAL PLACE OF BUSINESS. The Venture shall maintain its principal
place of business at: __________________________. The Venture may re-locate
its office from time to time or have additional offices as the Venturers
may determine.
ARTICLE III
PURPOSE OF THE JOINT VENTURE
The business of the Venture shall be to perform: _______________ project
having the Contract # , being entitled , and being in a dollar amount of
$_________., in accordance with the contract documents for the Project and
all such other business incidental to the general purposes herein set
forth.
ARTICLE IV
TERM
The term of the Venture shall commence as of the date hereof and shall be
terminated and dissolved upon the earliest to occur of: (i) completion of
the Project and receipt of all sums due the Venture by the Owner,
_______________________ pursuant thereto and payment of all laborers and
material men employed by the Venture in connection with the project; (ii)
December 31, 2000; (iii) the unanimous agreement of the Ventures; or (iv)
the order of a court of competent jurisdiction.
ARTICLE V
PERCENTAGE OF PARTICIPATION
5.1 Except as otherwise provided in sections 6.0 and 9.0 hereof, the
interest of the Parties in any gross profits and their respective shares in
any losses and/or liabilities that may result from the filing of a joint
bid and/or the performance of the Construction Contract, and their
interests in all property and equipment acquired and all money received in
connection with the performance of the Construction Contract shall be as
follows:
Name Joint Venture Partner Percentage
5.2 The Parties agree that in the event any losses arises out of or results
from the performance of the Project, each Venturer shall assume and pay the
share of the losses that is equal to the percentage of participation.
5.3 If for any reason, a Venturer sustains any liabilities or is required
to pay any losses arising out of or directly connected with the
construction of the Project, or the execution of any surety bonds or
indemnity agreements in connection therewith, which are in excess of its
Percentage of Participation, in the Joint Venture, the other Venturer shall
promptly reimburse such Venturer this excess, so that each and every member
of the Joint Venturer will then have paid its proportionate share of such
losses to the full extent of its Percentage of Participation.
5.4 The Venturers agree to indemnify each other and to hold the other
harmless from, any and all losses of the Joint Venture that are in excess
of such other Venturer's Percentage of Participation. Provided that the
provisions of this subsection shall be limited to losses that are directly
connected with or arise out of the performance of the Project and/or the
execution of any bonds or indemnity agreements in connection therewith and
shall not be relate to or include any incidental, indirect or consequential
losses that may be sustained or suffered by a Party.
5.5 The Parties shall from time to time execute such bonds and indemnity
agreements, including applications there and other documents that may be
necessary in connection with the performance of the Project. Provided
however, that the liability of each of the Parties under any agreements to
indemnify a surety company or surety companies shall be limited to the
percentage of the total liability assumed by all the Parties under such
indemnity agreements that is equal to the Party's Percentage of
Participation.
5.6 INITIAL CONTRIBUTION OF THE VENTURE.
(a) The Venturers shall contribute the Property to the Venture and their
Capital Account shall each be credited with the appropriate value of such
contribution in accordance with their Venture interests.
(b) Except as otherwise required by law or this Agreement, the Venturers
shall not be required to make any further capital contributions to the
Venture.
5.7 VENTURE INTERESTS
Upon execution of this Agreement, the Venturers shall each own the
following interests in the Venture:
Joint Venture Partner: Percentage
(a) ________________________________
(b) _________________________________
5.8 RETURN OF CAPITAL CONTRIBUTIONS.
(a) No Venturer shall have the right to withdraw his capital contributions
or demand or receive the return of his capital contributions or any part
thereof, except as otherwise provided in this Agreement.
(b) The Venturers shall not be personally liable for the return of capital
contributions or any part thereof, except as otherwise provided in this
Agreement.
(c) The Venture shall not pay interest on capital contributions of any
Venturer.
5.9 ALLOCATIONS OF NET PROFITS AND LOSSES
Subject to the provisions of this Article, the Net Profits and losses of
the Venture (including any net "book" gains of the Venture resulting from a
Capital Event) shall be allocated to the Venturers in the following
priority:
A. NET PROFITS:
(1) First, to those Venturers with negative Capital Accounts, between them
in proportion to the ratio of their negative Capital Account balances,
until no Venturer has a negative Capital Account.
(2) Thereafter, to the Venturers, pro-rata, based on their respective
Venture interests as set forth in Section 5.2 hereof.
B. NET LOSSES:
(1) Subject to the provisions of this Article VI, Net Losses of the Venture
(including any net "book" loss of the Venture resulting from a Capital
Event) shall be allocated to the Venturers, pro rata, based upon their
respective Venture interests as set forth herein.
(2) For purposes of this, Capital Accounts shall be adjusted hypothetically
as provided for in Sections 1.704-1(b)(2)(ii)(d) and 1.704- 1(b)(4)(iv)(f)
of the Treasury Regulations. These adjustments shall include the qualified
income offset as set forth in this Agreement.
C DISTRIBUTIONS. Distributable Cash of the Venture shall be distributed to
the Venturers, pro rata, based on their respective Venture interests as set
forth herein.
ARTICLE VI:
POLICY COMMITTEE
6.1 The management of the Joint Venture shall be conducted pursuant to
policy established by the Parties acting through a "Policy Committee" which
is hereby established.
6.2 Except as provided in sections 6.0 and 9.0, each Party shall have a
voice in the Policy Committee equal to its Percentage of Participation. For
such purpose each Party is assigned the following number of votes and
hereby designates the following representatives to exercise such votes:
PARTY VOTES REPRESENTATIVES
6.2 Each Venturer may, at any time, substitute an alternative in place of
any of its above-named representatives by serving written notice to all the
other Parties. Each Venturer's representative or alternative representative
on the Policy Committee is hereby granted and shall hereafter possess
authority to act for such Venturer on all matters of interest to it with
respect to its participation in the joint venture.
6.3 The Policy Committee shall determine the policy for the management of
the joint venturer by majority vote and, as used in this Agreement, a
"majority vote" is defined to be any figure greater than one-half of the
authorized votes.
6.4 The Policy Committee shall have the following powers:
(a) To determine the time and place of holding its meetings and the
procedures for conducting Committee Affairs.
(b) To determine and act upon the various matters, expressly or impliedly
contained in other section of this Agreement, which require decision by the
Policy Committee.
(c) To determine and act upon any other matters of joint interest to, or
requiring prompt action by the Joint Venture.
(d) To determine rental rates not specifically set out in the Additional
Provisions of this Agreement for equipment owned by the Venturers and made
available for use on this project. Any equipment owned by third parties
will be invoiced to the joint venture at actual rental costs.
(e) To determine insurance reserves and reserves for other potential
liabilities that may result from or arise out of the Project work.
(f) To consider all claims and disputes of any kind between the joint
venture and the Owner, subcontractors and/or third Parties and to authorize
negotiation, arbitration, litigation, and/or any other process for their
resolution and to authorize the settlement thereof.
6.5 Notwithstanding any other provisions to the contrary herein, insurance
coverages and limits shall be subject to approval of all the parties.
6.6 The Policy Committee shall generally perform its duties at a meeting at
which all designated representatives of the Parties are present, but where
circumstances warrant, telephone communication between all party
representatives or their alternatives is authorized.
6.7 Except as otherwise provided in the Additional Provisions herein, the
salaries and expenses of each of the representatives on the Committee shall
be borne by the Party whom the representative has been designated to
represent and shall not be an expense to the joint venture.
ARTICLE VII
DELEGATION OF AUTHORITY
7.1 The Venturers agree to a split of authority betweens themselves as
follows:
a. ________________________ shall be the Administrative Managing Partner
responsible for all bookkeeping and payroll of the Joint Venture.
b. ________________________ shall be the Project Managing Partner in charge
of the Project Work.
7.2 The Project Managing Partner shall appoint the General Manager through
whom it shall direct charge and supervision of all matters necessary and
connected with the performance of the Construction Contract, with the
exception of that performed by the Administrative Managing Partner.
7.3 Authority to act for and bind the Venturers in connection with any and
all of the performance of the Project may be delegated in writing by
unanimous vote of the Venturers to any designated individual(s).
ARTICLE VIII
JOINT VENTURE BANK ACCOUNTS
8.1 All Working Capital or other funds received by the Joint Venture in
connection with the performance of the project shall be deposited in a
Checking Account, set up especially for the Joint Venture, and requiring
the joint signatures of the parties for any withdrawals. Said accounts
shall be kept separate and apart from any other accounts of the Venturers.
8.2 Withdrawal of funds from the Joint Venture's Joint Checking Account may
be made in such amount and by such persons as authorized by the Policy
Committee.
ARTICLE IX
ACCOUNTING AND AUDITING
9.1 Separate books of accounts shall be kept by the Administrative Managing
Partner of the transactions of the Joint Venture. Any Venturer may inspect
such books upon reasonable notice and at any reasonable time.
9.2 Periodic audits may be made upon said books at such time as authorized
by the Policy Committee by persons designated by the same and copies of
said audit shall be furnished to all Venturers.
9.3 Upon completion of the Project, a final audit shall be made and copies
of such audit shall be furnished to each of the parties.
9.4 It is understood and agreed that the method of accounting used by the
Administrative Managing Partner and for state and federal income tax
purposes shall be the cash based method and that the accounting year shall
be the calendar year.
9.5 The Administrative Managing Partner shall receive additional
compensation in the amount of 3% of the total Project amount for the use of
its data processing system and accounting, payroll and tabulating work.
Work performed by the Administrative Managing Partner's in-house counsel or
executive secretary on behalf of the Joint Venture shall be charged
separately to the Joint Venture's account at a rate agreed upon by the
Venturers.
ARTICLE X
RESOLUTION OF DISPUTES
10.1 All disputes arising out of this Joint Venture Agreement between the
Venturers that is not resolvable by good faith negotiations by the same,
shall be filed in the ________ of the __________., and shall be
settled by arbitration under the rules of the _______. In so agreeing the
parties expressly waive their right, if any, to a trial by jury of these
claims and further agree that the award of the arbitrator shall be final
and binding upon them as though rendered by a court of law and enforceable
in any court having jurisdiction over the same.
ARTICLE XII
OTHER PROVISIONS
11.1 This agreement constitutes the entire agreement of the parties and may
not be altered, unless the same is agreed upon in writing signed and
acknowledged by the parties.
11.2 This agreement is binding upon the heirs, court appointed
representatives, assigns, and successors of the parties.
11.3 This agreement shall be governed by the laws of the state
of________________.
So agreed and executed this ____, day of ____________, 20__.
__________________________
JOINT VENTURE PARTNER #1
__________________________
JOINT VENTURE PARTNER #2
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Joint Venture Agreement II
THIS JOINT VENTURE AGREEMENT
("Agreement"), made and entered into as of
this _____ day of _____, 19___, by and between __________of __________
("_") and __________ of __________ ("_").
ARTICLE I GENERAL PROVISIONS
1.01 Business Purpose. The business of the Joint Venture shall be as
follows: [Describe Business Purpose]
1.02 Term of the Agreement. This Joint Venture shall commence on the date
first above written and shall continue in existence until terminated,
liquidated, or dissolved by law or as hereinafter provided.
ARTICLE II GENERAL DEFINITIONS
The following comprise the general definitions of terms utilized in this
Agreement:
2.01 Affiliate. An Affiliate of an entity is a person that, directly or
indirectly through one or more intermediaries, controls, is controlled by
or is under common control of such entity.
2.02 Capital Contribution(s). The capital contribution to the Joint
Venture actually made by the parties, including property, cash and any
additional capital contributions made.
2.03 Profits and Losses. Any income or loss of the Partnership for federal
income tax purposes determined by the Partnership's fiscal year, including,
without limitation, each item of Partnership income, gain, loss or
deduction.
ARTICLE III OBLIGATIONS OF THE JOINT VENTURERS
__________ is responsible for all operations and decisions of the Joint
Venture and will be compensated for providing various services.
ARTICLE IV ALLOCATIONS
4.01 Profits and Losses. Commencing on the date hereof and ending on the
termination of the business of the Joint Venture, all profits, losses and
other allocations to the Joint Venture shall be allocated as follows at
the conclusion of each fiscal year: __________ _____% __________ _____%
ARTICLE V RIGHTS AND DUTIES OF THE JOINT VENTURERS
5.01 Business of the Joint Venture. __________ shall have full, exclusive
and complete authority and discretion in the management and control of the
business of the Joint Venture for the purposes herein stated and shall make
all decisions affecting the business of the Joint Venture. At such, any
action taken shall constitute the act of, and serve to bind, the Joint
Venture. __________ shall manage and control the affairs of the Joint
Venture to the best of its ability and shall use its best efforts to carry
out the business of the Joint Venture. __________ shall not participate
in or have any control over the Joint Venture business nor shall it have any
authority or right to act for or bind the Joint Venture.
ARTICLE VI AGREEMENTS WITH THIRD PARTIES AND WITH AFFILIATES OF THE JOINT
VENTURERS
6.01 Validity of Transactions. Affiliates of the parties to this Agreement
maybe engaged to perform services for the Joint Venture. The validity of
any transaction, agreement or payment involving the Joint Venture and any
Affiliates of the parties to this Agreement otherwise permitted by the
terms of this Agreement shall not be affected by reason of the relationship
between them and such Affiliates or the approval of said transactions,
agreement or payment.
6.02 Other Business of the Parties to this Agreement. The parties to this
Agreement and their respective Affiliates may have interests in businesses
other than the Joint Venture business. The Joint Venture shall not have
the right to the income or proceeds derived from such other business
interests and, even if they are competitive with the Partnership business,
such business interests shall not be deemed wrongful or improper.
ARTICLE VII PAYMENT OF EXPENSES
All expenses of the Joint Venture shall be paid by _____ and shall be
reimbursed by the Joint Venture.
ARTICLE VIII INDEMNIFICATION OF THE JOINT VENTURERS
The parties to this Agreement shall have no liability to the other for any
loss suffered which arises out of any action or inaction if, in good faith,
it is determined that such course of conduct was in the best interests of
the Joint Venture and such course of conduct did not constitute negligence
or misconduct. The parties to this Agreement shall each be indemnified by
the other against losses, judgments, liabilities, expenses and amounts paid
in settlement of any claims sustained by it in connection with the Joint
Venture.
ARTICLE IX DISSOLUTION
9.01 Events of the Joint Venturers. The Joint Venture shall be dissolved
upon the happening of any of the following events: (a) The adjudication of
bankruptcy, filing of a petition pursuant to a Chapter of the Federal
Bankruptcy Act, withdrawal, removal or insolvency of either of the parties.
(b) The sale or other disposition, not including an exchange of all, or
substantially all, of the Joint Venture assets. (C) Mutual agreement of the
parties.
ARTICLE X MISCELLANEOUS PROVISIONS
10.01 Books and Records. The Joint Venture shall keep adequate books and
records at its place of business, setting forth a true and accurate account
of all business transactions arising out of and in connection with the
conduct of the Joint Venture.
10.02 Validity. In the event that any provision of this Agreement shall
beheld to be invalid, the same shall not affect in any respect whatsoever
the validity of the remainder of this Agreement.
10.03 Integrated Agreement. This Agreement constitutes the entire
understanding and agreement among the parties hereto with respect to
the subject matter hereof, and there are no agreements, understandings,
restrictions or warranties among the parties other than those set forth
herein provided for.
10.04 Headings. The headings, titles and subtitles used in this Agreement
are for ease of reference only and shall not control or affect the meaning
or construction of any provision hereof.
10.05 Notices. Except as may be otherwise specifically provided in this
Agreement, all notices required or permitted hereunder shall be in writing
and shall be deemed to be delivered when deposited in the United States
mail, postage prepaid, certified or registered mail, return receipt
requested, Addressed to the parties at their respective addresses set forth
in this Agreement or at such other addresses as may be subsequently
specified by written notice.
10.06 Applicable Law and Venue. This Agreement shall be construed and
enforced under the laws of the State of __________.
10.07 Other Instruments. The parties hereto covenant and agree that they
will execute each such other and further instruments and documents as are
or may become reasonably necessary or convenient to effectuate and carry
out the purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
Signed, sealed and delivered in the presence of:
__________ __________
__________ __________
__________ __________
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Notice of Buyer's
Disposition of Rejected Goods
Date:
To:
On ____________,20__, I requested instructions from you as to the
disposition to be made of the goods which you had delivered to me on
________,20___ but which I had rejected.
Having received no instructions from you, I am [storing the goods for your
account] or [reshipping them to you] or [reselling them for your account].
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Notice of Default
Date:
To:
Re:
Please be advised that the undersigned is the holder of a certain
promissory note made by you dated ____________________, in the original
principal amount of $________________.
You are hereby notified that you have defaulted under said note because you
have failed to pay the installment due ____________________, 20__, in the
amount of $_______________.
Therefore, demand is hereby made upon you for full payment of the entire
balance due on said note in the amount of $_____________, including
interest accrued to date.
If the entire amount due is not received on or before
_____________________, I shall instruct legal counsel to commence legal
proceedings against you.
Attention to the note, which obligates you to pay in addition to the
principal balance and interest, costs of collection, including attorney's
fees.
Your prompt attention to the foregoing is anticipated.
Very truly yours,
____________________________
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Partnership Agreement
(NAME), and (NAME), the below
signed hereby enter into this Partnership
Agreement on behalf of themselves, their heirs, successors and assigns, and
set forth following terms and conditions as constituting the Partnership
Agreement in its entirety:
1. The partnership shall go by the following name: (NAME).
2. The partnership's principle place of business shall be (DESCRIBE).
3. The first day that the partnership shall begin business is: (DATE) and
it will continue until the partners agree to terminated it or until forced
cease its operations by law.
4. The partnership's operations shall be primarily in the following field
or area: (DESCRIBE)
5. The partnership shall be capitalized as follows: For each $ (AMOUNT)
(dollars) each partner shall receive (#) shares with contribution being
made as follows:
Partner A contributes $(AMOUNT). and shall receive (#) shares, the same
being (#)% of the total shares available.
Partner B contributes $(AMOUNT). and shall receive (#)shares, the same
being (#)% of the total shares available.
6. Losses and gains on contributed capital and other property shall be
assigned as follows: (DESCRIBE)
The IRS's general allocation rule shall apply, and gains and losses shall
be allocated according to the % of total capital contributed by each
partner as set out in paragraph #5 above.
7. Profits and losses shall be allocated according to the same percentage
allocation set forth in paragraph 6. above.
8. Salary, if any, for the services rendered shall be determined by
unanimous approval of the partners.
9. Control and management of the partnership shall be spit equally amongst
the partners.
10. Each partner shall maintain both an individual drawing account and an
individual capital account. Into the capital account shall be placed that
partner's initial capitalization and any increases thereto. The drawing
accounts shall be used for withdrawal of amounts, the size of which is
limited to $(AMOUNT) on any one day.
11. Adequate accounting records shall be made and maintained. Any partner
or his/her agent, may review any and all accounting or other records at
anytime.
12. The partners designate the following as the Partnership's business and
checking accounts into which all the funds of the Partnership shall be
placed and maintained: (DESCRIBE)
13. Accounting records and books shall be kept on a (select one) 1. cash
basis 2. accrual basis and the fiscal year shall begin on the (#) day of
(MONTH) and shall end (#) day of (MONTH).
14. At the close of the fiscal year there shall be an annual audit
conducted by the following accounting firm: (DESCRIBE)
15. The partnership shall dissolve upon the retirement, death or incapacity
of any partner unless the remaining partner elects the option of buying out
that partner's share. If so elected, the partnership shall be valued by
submission to arbitration with _________., according to reasonable
accounting and valuation principles, and as set forth in paragraph #17
below. The finding of the arbitrator as to the value of the partnership
shall be final and binding upon the partners, their heirs, successors, and
assigns. Upon the issuance of this finding, the remaining partner shall
have (TIME) to buy out the previous partner's share. Should more than one
remaining partner desire to buy this share, the share shall be split evenly
between the same.
16. Upon termination or dissolution of the Partnership, the Partnership
will be promptly liquidated, with all debts being paid first, prior to any
distribution of the remaining funds. Distribution shall be made according
to the percentage of ownership as set out in paragraph #5 above.
17. Any controversy or claim arising out of or relating to this Agreement,
or the breach thereof, shall be settled by arbitration in accordance with
the Commercial Arbitration Rules of the American Arbitration Association,
and judgment upon the award rendered by the arbitrator(s) may be entered
in any court having jurisdiction thereof.
So agreed, this (#) day of (MONTH), 20 .
________________________
(NAME)
________________________
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Partnership Agreement, General
THIS PARTNERSHIP AGREEMENT is
entered into on January 1, 2000 between
the following persons:
Partner 1
Address
Partner 2
Address
The above-named persons agree that upon the commencement date of this
partnership, they shall be deemed to have become partners in business. The
purposes, terms and conditions of this partnership are as follows:
1. Name - The firm name of the partnership shall be _________________ .
2. Principal place of business __________________________________ .
3. Purpose - The business of the partnership is set forth below and
includes any other business related thereto.
A communications network management consulting firm specializing in
designing, installing, managing, maintaining, and protecting concise,
efficient Local Area Network (LAN) platforms, Wide Area Network (WAN)
platforms and enterprise wide networks for communication intensive
customers, as well as creating business continuation, contingency and
disaster avoidance / recovery plans.
4. Term - The partnership shall commence on and continue until dissolved
by mutual agreement of the partners.
5. Capital contribution and distribution of profits and losses:
Name of Partner Capital Contribution
Percentage
Agreed Upon Distribution
Specific Cash Value of
of Profit
Contribution Contributions and Loss
Partner 1 Specified
$10,000 50%
Services and
Expertise
Partner 2 $7,000
$10,000 50%
Specified
Services and
Expertise
A division of profits and losses shall be made at such time as may be
agreed upon by the partners and at the close of each fiscal year. The
profits and losses of the partnership shall be divided between the partners
according to the above schedule.
6. Control - The partners shall have exclusive control over the business
and each partner shall have equal rights in the management and conduct of
the partnership business. Any difference arising as to the ordinary
matters connected with the partnership business shall be decided by a third
party arbitrator chosen and agreed upon by the partners. Any act beyond
the scope of this partnership agreement or any contract that may subject
this partnership to liability in excess of one hundred thousand dollars
shall be subject to the prior written consent of all of the partners.
7. Disputes - Disputes that would jeopardize new business, contracts, or
existing clients and cannot be resolved by the partners within thirty days
will be submitted to a mutually agreed upon arbitrator whose decision will
be final. Any disagreements or differences that affect the management of
the partnership business and would jeopardize new business, contracts, or
existing clients and cannot be resolved by the partners within thirty days
will be submitted to an arbitration process designed to repair the
partnership relationship and solve said differences or disputes.
8. Selling out - If a general partner decides to sell their interests in
the partnership business to the remaining partner the interests will be
valued at the one half the current business equity plus two percent or the
in effect cost of living percentage. Payment for the interests sold shall
be made over a period of three years. No general partner may sell their
interests in the partnership business to a third party unless it is
mutually agreed to by the general partners. Thirty days written notice of
proposed sell out to each general partner by the selling partner is
required
9. Dissolution - In the event of retirement, expulsion, bankruptcy, death,
or insanity of a general partner, the remaining partners have the right to
continue the business of the partnership under the same name by themselves,
or in conjunction with any other persons they select.
Signatures of the Partners
___________________________________
Partner 1
___________________________________
Partner 2
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Sales Rep Agreement
THIS AGREEMENT by and between
, whose address is ,
hereinafter referred to as "Company", and
, whose address is
, hereinafter referred to as "Sales Representative".
WHEREAS, Company is engaged in the marketing and sale of
; and
WHEREAS, Sales Representative desires to sell Company's services in
accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, it is agreed as follows:
1. Company hereby appoints Sales Representative as an authorized non-
exclusive independent representative to sell and promote all services
provided by Company in the following geographical area:
,
hereinafter referred to as "Territory".
2. Sales Representative shall devote such time, energy and skill on a
regular and consistent basis as is necessary to sell and promote the sale
of Company's services in the Territory during the term of this Agreement.
Sales Representative's sales and promotional efforts shall be directed
toward the following: .
The aforementioned customers are intended only to be examples of the nature
and type of market to which Company desires that its services be sold and
should not be construed as a limitation upon the contracts that can be made
by Sales Representative under this Agreement within the designated market.
In addition to the foregoing, Sales Representative shall assist Company and
shall perform any and all services required or requested in connection with
Company's business, including, but not limited to, such services of an
advisory nature as may be requested from time to time by Company. Sales
Representative shall periodically, or at any time upon Company's request,
submit appropriate documentation of any and all sales and promotional
efforts performed and to be performed for Company pursuant to this
Agreement.
3. For each contract for the performance of Company's services as arranged
by Sales Representative under this Agreement, Sales Representative shall be
entitled to a commission as follows:
a. ( %) percent of contract billing during the first year; b. (
%)
percent of contract billing during the second year; c. ( %) percent
of
contract billing during the third year, and for any year thereafter.
The commission rates and time periods set forth in this paragraph shall
commence as of the date of the first invoice on the contract; provided,
however that no commission will be due and payable to Sales Representative
until (
) days from receipt of payment of Company from any
customer on the contract for any underlying invoice. Commissions will be
paid on fees for services rendered by shall not include freight, supplies,
and other charges incidental to the performance of said services. For
purposes of this Agreement, "Contract" shall mean any agreement and/or
order of Company's services sold or arranged by Sales Representative. Any
and all commissions payable to Company to Sales Representative under this
Agreement shall terminate on the day of the
full month after
termination of this Agreement and Company shall then be discharged and
released of any further obligation to pay commissions to Sales
Representative under this Agreement.
4. During the term of this Agreement or within
year(s) after its
termination, Sales Representative, or any agents or representatives under
Sales Representative's control, shall not compete with Company, directly or
indirectly, for Sales Representative or on behalf of any other person,
firm, partnership, corporation or other entity in the sale or promotion of
services the same as or similar to Company's services within the Territory.
Under no circumstances and at no time shall Sales Representative disclose
to any person any of the secrets, methods or systems used by Company in its
business. All customer lists, brochures, reports, and other such
information of any nature made available to Sales Representative by virtue
of Sales Representative's association with Company shall be held in strict
confidence during the term of this Agreement and after its termination.
5. This Agreement shall not create a partnership, joint venture, agency,
employer/employee or similar relationship between Company and Sales
Representative. Sales Representative shall be an independent contractor.
Company shall not be required to withhold any amounts for state or federal
income tax or for FICA taxes from sums becoming due to Sales Representative
under this Agreement. Sales Representative shall not be considered an
employee of Company and shall not be entitled to participate in any plan,
arrangement or distribution by Company pertaining to or in connection with
any pension, stock, bonus, profit sharing or other benefit extended to
Company's employees. Sales Representative shall be free to utilize his
time, energy and skill in such manner as he deems advisable to the extent
that he is not otherwise obligated under this Agreement.
6. Sales Representative shall bear any and all costs or expenses incurred
by Sales Representative to perform his obligation under this Agreement,
including, but not limited to, vehicle insurance, travel expenses and
telephone expenses.
7. The rights and duties of Sales Representative under this Agreement are
personal and may not be assigned or delegated without prior written consent
of Company.
8. Sales Representative is not authorized to extend any warranty or
guarantee or to make representations or claims with respect to Company's
services without express written authorization from Company.
9. Sales Representative shall indemnify and hold Company harmless of and
from any and all claims or liability arising as a result of negligent,
intentional or other acts of Sales Representative or his agent or
representatives.
10. Company shall indemnify and hold Sales Representative harmless of and
from any and all liability attributable solely to the negligent,
intentional or other acts of Company or its employees.
11. This agreement, and all transactions contemplated hereby, shall be
governed by, construed and enforced in accordance with the laws of the
State of . The Parties herein
waive trial by jury and agree to
submit to the personal jurisdiction and venue of a court of subject matter
jurisdiction located in County, State of
. In the event that
litigation results from or arises out of this Agreement or the performance
thereof, the Parties agree to reimburse the prevailing party's reasonable
attorney's fees, court costs, and all other expenses, whether or not
taxable by the court as costs, in addition to any other relief to which the
prevailing party may be entitled. In such event, no action shall be
entertained by said court or any court of competent jurisdiction if filed
more than one year subsequent to the date the cause(s) of action actually
accrued regardless of whether damages were otherwise as of said time
calculable.
12. Any notice under this Agreement shall be deemed given on the third
business day following the mailing of any such notice, postage paid, to the
address set forth above.
13. This Agreement contains the entire agreement between the parties and
any representation, promise or condition not incorporated herein shall not
be binding upon either party.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on
the day of , 20 , to
become effective as of , 20 .
"COMPANY"
By:
Witness President
Witness
Witness
"SALES REPRESENTATIVE"
Witness
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Settlement Offer on Disputed
Account
SETTLEMENT OFFER
Date:
To:
RE: SETTLEMENT OFFER ON DISPUTED ACCOUNT
Sirs:
We acknowledge your bills indicating a balance you claim to be due you in
the amount of $ _________.
This alleged debt is disputed for the following reasons:
[explain reasons in full]
As an offer in compromise, and without admitting liability, we offer to
settle this claim in full for the sum of $___________. Our check in said
amount is enclosed and your depositing of the check will signify your
agreement and will discharge the entire amount claimed and release us from
all liability thereon.
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Subcontractor Agreement
On ___ day of ____________, 20
____, ________________________,
henceforth "Contractor" and ____________________________,
henceforth "Subcontractor", HEREBY ENTER into the following
subcontract:
WITNESSETH:
WHEREAS Contractor has entered into, or will hereafter enter into,
a general construction contract, henceforth "The Prime Contract"
with:
_________________ (Owner or General Contractor), to perform in
accordance
with various contract documents and specifications certain work
prepared
by: ________________, henceforth "Architect", and/or to furnish
labor, materials, supplies, labor and/or goods required to
construct the following named and described construction project:
_____________________________, henceforth "The Project", located
in ______county, at ___________________ address, and
WHEREAS Contractor desires to retain Subcontractor to perform
certain contract work in accordance with various contract
documents and specifications and/or to furnish labor, materials,
supplies, labor and/or goods for The Project;
NOW THEREFORE Contractor and Subcontractor agree as follows:
ARTICLE I.
SUBCONTRACT WORK
1.1 Subcontractor shall be employed as an independent contractor
and shall provide and furnish all labor, materials, tools,
supplies, equipment, services, facilities, supervision, and
administration necessary for the proper and complete performance
and acceptance of the following portions of the work, hereinafter
"the Subcontract Work", for the Project, together with such other
portions of the drawings, specifications and addendum as related
thereto:
SEE EXHIBIT A: Scope, Conditions, And List of Attachments
ARTICLE II.
SUBCONTRACTOR PRICE
2.1 In consideration of Subcontractor's performance of this
Subcontract, and at the times and subject to the terms and
conditions hereinafter set forth, Contractor shall pay to
Subcontractor the total sum of ____________ dollars ($000,000.00),
hereinafter "subcontract price." Said subcontract price is
dependant upon the conditions set forth in Exhibit A being met.
Should said conditions not be met, the subcontract amount shall be
modified accordingly.
ARTICLE III.
SPECIAL CONDITIONS
The Special Conditions to Subcontract (Articles I through XXI) are
incorporated in this Subcontract as though fully set forth herein.
Subcontractor hereby acknowledges receipt of the Special
Conditions.
ARTICLE IV
COMMUNICATION AND NOTICE
4.1 All communications between Subcontractor and General
Contractor, Owner or Architect shall be via Contractor.
4.2 Subcontractor shall furnish Contractor with periodic progress
reports as required by Contractor, including status of material,
equipment, manpower and submittal.
4.3 Subcontractor shall be deemed to have received notice of a
fact, request, order, or demand when its Superintendent is
notified, either orally or in writing, or three (3) days after
written notice is sent by registered or certified mail addressed
to Subcontractor's last known place of business, whichever is
sooner.
4.4 Contractor shall be deemed to have received notice of a fact,
request, or demand three (3) days after written notice is sent by
registered or certified mail addressed to the following address:
(Contractor's address)
ARTICLE V
GOVERNING LAW AND RULES OF CONSTRUCTION
5.1 The validity, interpretation, and performance of this
Subcontract shall be governed by the laws of the jurisdiction
where The Project is located.
5.2 Titles, captions, or headings to any provision, article, etc.,
shall not limit the full contents of the same. These articles have
the full force and effect as if no titles existed.
5.3 If any term or provision of this Subcontract is determined to
be invalid, it shall not affect the validity and enforcement of
the remaining terms and provisions of this Subcontract.
5.4 This contract shall be binding upon and inure to the benefit
of the respective successors, assigns, representatives, and heirs
of the parties herein.
ARTICLE VI
AMENDMENT
6.1 This Subcontract shall only be amended or modified by written
document executed by authorized representatives of Contractor and
Subcontractor. This Subcontract supersedes all prior
representations made by Contractor.
ARTICLE VII
ARBITRATION
7.1 Any and all disputes or claims between the Contractor and the
Subcontractor arising out of this Subcontract shall be resolved by
submission of the same to ________, for resolution by binding
arbitration according to ______ 's Rules of Arbitration. In so
agreeing the parties expressly waive their right to a jury trial,
if any, on these issues and further agree that the award of the
arbitrator shall be final and binding upon them as though rendered
by a court of law and shall be enforceable in any court having
jurisdiction over the same.
THIS SUBCONTRACT IS ACKNOWLEDGED AND EXECUTED AS OF THE DATE SET
FORTH ABOVE:
____________________________ ____________________________
SUBCONTRACTOR
CONTRACTOR
By: _______________________ By: ________________________
Titles: ____________________ Title: _____________________
This Advertising Agency Agreement ("Agreement") is made and effective this [Date], by and between [Advertiser] ("Advertiser") and [Agency] ("Agency").
Agency is in the business of providing advertising agency services for a fee.
Advertiser desires to engage Agency to render, and Agency desires to render to Advertiser, certain advertising agency services, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained, the parties hereto agree as follows:
1. Engagement.
Advertiser engages Agency to render, and Agency agrees to render to Advertiser, certain services in connection with Advertiser's planning, preparing and placing of advertising for certain of Advertiser's products as follows:
A. Analyze Advertiser's current and proposed products and services and present and potential markets.
B. Create, prepare and submit to Advertiser, for its prior approval, advertising ideas and programs.
C. Prepare and submit to Advertiser, for its prior approval, estimates of costs and expenses associated with proposed advertising ideas and programs.
D. Design and prepare, or arrange for the design and preparation of, advertisements.
E. Perform such other services as Advertiser may request from time to time, such as, but not limited to, direct mail advertising preparation, speech writing, publicity and public relations work, and market research and analysis.
F. Order advertising space, time, or other means to be used for publication of Advertiser's advertisements, at all times endeavoring to secure the most efficient and advantageous rates available.
G. Proof of accuracy and completeness of insertions, displays, broadcasts, or other forms of advertisements.
H. Audit invoices for space, time, material preparation, and charges.
2. Products.
Agency's engagement shall relate to the following products and services of Advertiser: _______________________________________ [Products]
3. Exclusivity.
Agency shall be the [Exclusive or Non-Exclusive] advertising agency in the United States for Advertiser with respect to the products described in Section 2 above.
4. Compensation.
A. Agency shall receive an amount equal to [Media Commission Rate] percent of the gross charges levied by media for advertising placed therewith by Agency pursuant to this Agreement; and [Non-Media Commission Rate] percent after volume discount, of the charges of suppliers of services or properties, such as finished art, comprehensive layouts, type composition, photostats, engravings, printing, radio and television programs, talent, literary, dramatic and musical works, records and exhibits, purchased by Agency on Advertiser's authorization during the term of this Agreement; provided that:
(i) No percentage will be added to Agency charges for packing, shipping, express, postage, telephone, telex, fax, travel expenses and other out of pocket expenses of Agency personnel; and
(ii) Agency's commission for outdoor advertising will be the standard rate allowed advertising agencies when such rate is less than [Outdoor Advertising Commission Rate].
B. For those items where Agency is not compensated on a commission basis, Advertiser shall pay Agency on an hourly basis for services provided hereunder. The rate will be determined by the type of services provided and the person or persons providing such services, but in no event shall the rate exceed [Maximum Hourly Rate] per hour. Advertiser may elect in advance to be charged on this hourly rate basis. If Advertiser fails to notify Agency of its choice, it shall be presumed that Advertiser elected to be charged on an hourly rate basis.
C. In the event that Agency undertakes, at Advertiser's request subject to Advertiser's prior approval, special projects such as those described in Section 1.F above, Agency shall prepare an estimate of total charges for any such special project, including any charges for materials or