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Exhibit
Item 21-4g
MATERIAL CONTRACTS
Agent Agreement
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POWERSOURCE CORPORATION
AGENT AGREEMENT
This Agent Agreement (the "Agreement") is entered into this ____ day of
___________, 199__, by and between PowerSource Corporation, Inc., a Nevada
corporation (hereinafter referred to as "PowerSource"), and
_______________________________________________ (the "Agent").
RECITALS
WHEREAS, PowerSource is a corporation duly organized, validly existing, in
good standing under the laws of the state of Nevada, and authorized to do
business in the state of California; and
WHEREAS, PowerSource desires to retain Agent as an independent contractor
to solicit orders or contracts for electricity services and such other value
added services as PowerSource may make available to Agent; and
WHEREAS, Agent desires to render such services to PowerSource;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, PowerSource and the Agent agree as follows:
ARTICLE 1
DEFINITIONS
1.1 "Agent's Accounts" shall mean those End Users whose business with
PowerSource was procured through the efforts of the Agent.
1.2 AAffinity Program" shall mean a program under which the Agent markets
Electricity Services or other services as a fund-raiser on behalf of and through
a non-profit and/or commercial organization that PowerSource has approved as an
"Affinity Group." The target End Users in an Affinity Program would consist of
the members of the Affinity Group, together with End Users solicited by the
members of the Affinity Group. Under an Affinity Program, the Affinity Group
receives a contribution each month equal to the values shown in the Agent
Commission Matrix which is subsequently applied to the aggregate xxxxxxxx of
Electricity Services from the PowerSource customers signed by Agent.
1.3 "Agent Commission Matrix" shall be used to calculate the commissions
due Agent for the customers provided to PowerSource. This matrix provides the
commission rate, in cents/kWh, to be applied to the aggregated electric load of
customers on a monthly basis to determine the commission due Agent. This Matrix
provides the following values for these rates based on the type of customer
(Residential or Commercial) and the tenure of the agreement of that customer
from its inception:
Less than 500 active customers or $30,000 in total electric billing per month
TYPE OF CUSTOMER .. 1st 12-Months 2nd 12-Months Remaining Period
------------------- ------------------- ------------------ ----------------
------------------- ------------------- ------------------ ----------------
Residential ....... $0.0040/kWh $0.0030/kWh $0.0020/kWh
------------------- ------------------- ------------------ ----------------
------------------- ------------------- ------------------ ---------- -----
Commercial ........ $0.0037/kWh $0.0025/kWh $0.0012/kWh
------------------- ------------------- ------------------ ----------------
More than 500 active customers or $30,000 in total electric billing per month
-----------------------------------------------------------------------------
TYPE OF CUSTOMER .. 1st 12-Months 2nd 12-Months Remaining Period
------------------- ------------------- ------------------ ----------------
------------------- ------------------- ------------------ ----------------
Residential ....... $0.0060/kWh $0.0040/kWh $0.0030/kWh
------------------- ------------------- ------------------ ----------------
------------------- ------------------- ------------------ ----------------
Commercial ........ $0.0045/kWh $0.0030/kWh $0.0017/kWh
------------------- ------------------- ------------------ ----------------
1.4 "Electricity Services" shall mean the service offerings PowerSource
makes available to End Users from time to time.
1.5 "End User" shall mean any person or entity that utilizes Electricity
Services or other services provided by or through PowerSource or any of its
subsidiaries or affiliates.
1.6 "Green Power" shall mean PowerGreen 100, PowerGreen 25 or such other
renewable electricity products generated from certified renewable resources as
defined by applicable state or local law, including, without limitation,
biomass, solar thermal, photovoltaic, wind, geothermal, small hydropower of 30
megawatts or less, waste tire, digester gas, landfill gas, and municipal solid
waste generation technologies.
1.7 "Potential Customer" shall mean all residential or commercial
electrical service users within the territories or jurisdictions in which
PowerSource is licensed and authorized to sell electricity.
1.8 "Promotional Materials" shall mean brochures, sales literature and such
other materials used for marketing electricity and other services as provided to
the Agent by PowerSource or provided by the Agent and approved by PowerSource
for use.
1.9 "Regulatory Approvals" shall mean any and all certifications, permits,
licenses, approvals or consents as may be required at any time by any state or
local public utilities commission, the Federal Energy Regulatory Commission
("FERC"), or any other regulatory authority of the United States or any state or
territory thereof for PowerSource or any person or entity in privity with
PowerSource to either (i) provide Electricity Services to an End User, (ii)
provide such other services to an End User as PowerSource may make available to
Agent, or (iii) transfer and assign any rights or obligations under this
Agreement.
1.10 "Sales Agreement" shall mean a document in the form provided by
PowerSource which shall be offered to a Potential Customer as a standard sales
agreement for Electricity Services.
1.11 "Signed End User" shall mean an End User from whom the Agent has
received a signed Sales Agreement with PowerSource for either System Power or
Green Power.
1.12 "Third Party Verification" shall mean and refer to verification that a
residential End User desires to switch electricity providers by connecting the
residential End User by telephone to the third-party-verification company
selected by PowerSource or by such other verification method as PowerSource may
designate from time to time.
ARTICLE 2
GRANT OF AUTHORITY
2.1 Except as restricted by this Agreement, by the policies and procedures
issued from time to time by PowerSource, or by limitations imposed by the
Regulatory Approvals, PowerSource appoints the Agent as its non-exclusive sales
agent to sell Electricity Services of PowerSource in the electric service
territories of Pacific Gas & Electric, Southern California Edison, San Diego Gas
& Electric, and in any other states, territories or jurisdictions in which
PowerSource is licensed and authorized to sell Electricity Services. The Agent
shall be bound by and shall comply with the written policies and procedures
issued by PowerSource from time to time.
ARTICLE 3
TERM AND TERMINATION OF THE AGREEMENT
3.1 This Agreement shall remain in effect from the date appearing at the
top of this Agreement for a period of twenty-four (24) months and continuing
thereafter automatically for additional six (6) month terms unless and until
terminated by either party upon written notice to the other party given at least
thirty (30) days prior to the expiration of the then current term.
3.2 Notwithstanding Article 3.1 above, this Agreement shall automatically
terminate upon the occurrence of any of the following:
(a) The instigation of any action, suit or proceeding, or the adoption or
issuance of any law, regulation, ruling or determination, including but not
limited to any regulation, ruling or determination of any public utility
commission or other state regulatory agency, which has a substantial likelihood
of materially and adversely affecting the business of PowerSource or the ability
of PowerSource to render all or a material part of the Electricity Services.
(b) The willful misconduct, gross negligence, or illegal, immoral or
unethical acts of either party which adversely affects the business image,
reputation, good name, or licensing as an Electricity Service Provider by the
California Public Utilities Commission of the other party.
(c) Agent submits any Sales Agreement which has not been signed by the
Potential Customer and which was instead signed by someone other than the
intended Potential Customer.
(d) Agent fails to complete the Third Party Verification procedure
established by PowerSource for residential Electricity Service End Users prior
to submitting an order or Sales Agreement.
(e) Agent engages in any "slamming" or other conduct that is prohibited by
any applicable law, rule or regulation.
(f) Agent advises an End User not to pay their bills for Electricity
Services or any other services offered by PowerSource, at any time during the
pendency of this Agreement without first obtaining the written consent of
PowerSource.
(g) Agent violates the terms and conditions of the Affinity Marketing
Program in Article 11 below.
(h) Agent violates the terms and conditions of this Agreement and fails to
cure such default within thirty (30) days written notice of such violation by
PowerSource.
(i) The insolvency or dissolution of the Agent.
3.3 Upon the termination or expiration of this Agreement pursuant to
Article 3.1, Agent's right to receive commissions for any period after the date
of such termination or expiration shall automatically terminate for each of
Agen's Accounts on the later of: 1) 180 days after the date of such termination
or expiration; or 2) upon termination or expiration of the remaining original
contract term for any and all Electricity Services or other services with
Agent's Accounts.
3.4 Upon termination or expiration of this Agreement for cause pursuant to
Article 3.2, Agent's right to receive commissions for any period after the date
of such termination or expiration shall end automatically.
ARTICLE 4
RELATIONSHIP OF THE PARTIES
4.1 Agent is an independent contractor and not an employee, franchisee,
partner or co-venturer of or with PowerSource. The Agent is solely responsible
for his or her own business expenses, including, without limitation, all
federal, state and local payroll taxes, as well as all state and federal income
taxes and self-employment FICA taxes, and all costs of conducting sales of
Electricity Services and/or other services. The Agent shall not represent or
imply to any party that it has the power or authority to enter into a contract
or commitment in the name of or on behalf of PowerSource or any of its
subsidiaries or affiliates, or to otherwise bind PowerSource or any of its
subsidiaries or affiliates. The Agent shall not be eligible for any
medical/dental/retirement or other benefits from PowerSource.
ARTICLE 5
DUTIES OF AGENT
5.1 The Agent shall work exclusively for PowerSource during the term of
this Agreement with respect to sales of Electricity Services. The Agent shall
not sell the Electricity Services or products of any other entity during the
term of this Agreement. PowerSource shall be entitled to retain other Agents to
market and sell Electricity Services and/or other services that it may offer.
5.2 Agent shall arrange to receive training and certification from
PowerSource with respect to Electricity Services and any other services offered
by or through PowerSource or its subsidiaries or affiliates.
5.3 Agent shall utilize his or her resources to promote, solicit and obtain
sales of Electricity Services and/or other services offered by PowerSource in a
reputable manner and in compliance with all applicable laws, rules, regulations,
decisions and orders.
5.4 Agent shall devote his or her best skill, knowledge, judgment and
efforts to advance the interests of PowerSource.
5.5 Agent shall perform all work for PowerSource and on behalf of End Users
and prospective End Users in a professional manner and shall meet or exceed
sound and generally accepted industry practices and professional standards.
5.6 Agent shall perform the following services:
(a) Conduct routine sales calls to secure Potential Customer commitments
for Electricity Services from PowerSource;
(b) Document all Potential Customer contacts, assist in collecting
sufficient information to help PowerSource evaluate the credit-worthiness of a
prospective customer and coordinate such activities with PowerSource;
(c) Obtain signed Sales Agreements with Potential Customers. Should
circumstances warrant, changes may be negotiated by the Agent, subject to the
prior written approval of PowerSource; and
(d) Maintain solid customer service relationships to ensure that a signed
customer renews or continues its relationship with PowerSource on a
cost-effective basis.
5.7 The Agent shall not solicit nor accept any order for Electricity
Services outside the territory described in Article 2.1 above.
5.8 In obtaining sales of Electricity Services, the Agent shall quote only
such prices and terms as PowerSource may fix hereafter.
5.9 The Agent shall take orders for Electricity Services offered of
PowerSource and its subsidiaries and affiliates. All orders taken by the Agent
are subject to acceptance or rejection by PowerSource in PowerSource's sole
discretion. The Agent shall promptly forward all orders to PowerSource for
acceptance or rejection by it.
5.10 The Agent shall complete the Third Party Verification process
established by PowerSource for all residential Electricity Service End Users
prior to submitting orders or signed Sales Agreements to PowerSource.
ARTICLE 6
COMPENSATION
6.1 Unless otherwise agreed in supplemental written agreements, the
commissions payable to Agent are as set forth below.
6.2 During the term of this Agreement, PowerSource agrees to pay Agent as
compensation for his or her services a monthly recurring commission based on the
Agent Commission Matrix derived from monthly customer xxxxxxxx of Electricity
Services to Agent's Accounts and for which PowerSource shall have received
payment. The commissions provided herein do not apply to any Affinity Program by
or through PowerSource.
6.3 PowerSource shall pay commissions on the twentieth (20th) day of each
month for The Agent Commission Matrix received during the preceding calendar
month. During the term of this Agreement, Agent shall be entitled to an ongoing
commission for so long as Agent's Accounts continue to purchase Electricity
Services from PowerSource or its subsidiaries or affiliates.
6.4 During the term of this Agreement, PowerSource agrees to pay Agent as
compensation for his/her/its sponsorship of other PowerSource agents a monthly
recurring override commission equal to ten percent (10%) of the total monthly
commission(s) of the sponsored agent(s).
6.6 Notwithstanding anything in Article 6.2 to the contrary, during the
term of this Agreement, PowerSource agrees to pay Agent as an override
commission for his/her/its services in connection with an Affinity Program, a
monthly recurring override commission equal to five percent (5%) of the total
monthly The Agent Commission Matrix derived from xxxxxxxx of Electricity
Services to End Users obtained by Agent through any Affinity Program and for
which PowerSource shall have received payment
ARTICLE 7
CONFIDENTIALITY
7.1 The terms and conditions of this Agreement, and all non-public
information regarding the business of PowerSource or the Agent are confidential
(the "Confidential Information"). Without the prior written consent of the
other, neither PowerSource nor the Agent shall disclose to any person or entity
any Confidential Information of the other unless pursuant to obtaining any
Regulatory Approval or unless otherwise required by law or a court of competent
jurisdiction. The provisions of this Article 7 shall remain in full force and
effect after the expiration or termination of this Agreement. Violation of the
confidentiality provision of this Article by any party or its agents shall
entitle the other party to injunctive relief for specific performance of the
obligations described in this Article 7 without a showing of irreparable harm or
injury and without bond.
ARTICLE 8
INDEMNIFICATION
8.1 The Agent shall indemnify, defend and hold PowerSource and all of its
officers, directors, employees and agents (a "PowerSource Indemnified Party")
harmless from and against any and all claims, demands, actions, losses, damages,
assessments, charges, liabilities, costs and expenses (including, without
limitation, attorney's fees and costs, penalties and interest) which may at any
time be suffered or incurred by or be asserted against a PowerSource Indemnified
Party, on account of or in connection with: (i) any default by or breach of the
Agent under this Agreement or under the policies and procedures issued by
PowerSource from time to time, (ii) any negligent acts or omissions of the
Agent, or (iii) the marketing, advertising, sales and promotional activities of
the Agent (other than strictly in accordance with PowerSource's policies and
procedures).
ARTICLE 9
COVENANTS, REPRESENTATIONS, AND WARRANTIES
9.1 Agent will be responsible for obtaining Signed End Users in accordance
with PowerSource's policies and procedures. Without in any way limiting the
foregoing, Agent specifically warrants and represents that all orders for
Electricity Services or signed Sales Agreements for residential End Users
submitted by Agent to PowerSource shall have been properly verified through the
Third Party Verification procedures established by PowerSource prior to their
submission to PowerSource.
9.2 During the term of this Agreement and for a period of one (1) year from
the date of expiration or termination of this Agreement for any reason, neither
the Agent, nor any employee or salesperson of the Agent, shall market, sell or
offer to sell to any of the Agent's Accounts, or any other Signed End User, any
products or services that are competitive with any product or service offered by
PowerSource or its subsidiaries or affiliates at the time of such expiration or
termination. Nothing in this paragraph shall prohibit the Agent from offering
any person or entity other than a Signed End User, products or services that are
competitive with any product or service offered by PowerSource or its
subsidiaries or affiliates. Violation of this Article 9.2 by any party or its
agents shall entitle the other party to injunctive relief for specific
performance of the obligations described herein without a showing of irreparable
harm or injury and without bond.
9.3 Agent currently holds, or is licensed under, all patents, trademarks,
trade names, copyrights, licenses, processes, and formulas necessary for the
operation of his or her business as currently conducted.
9.4 As of the date of this Agreement, Agent is not in default under any
contract or agreement, or under the decree or order of any court. To the
knowledge of Agent, there are no actions or proceedings pending or threatened
against the Agent as of the date of this Agreement, and neither the execution
and delivery of this Agreement nor the consummation of the transactions
contemplated by this Agreement will conflict with, result in the breach of, or
accelerate the performance required by any contract or agreement to which Agent
is now a party.
9.5 As of the date of this Agreement, and throughout the term of this
Agreement, Agent has and shall maintain his or her business in compliance with
all applicable laws, rules, regulations, decisions and orders, including,
without limitation, all applicable public utilities codes and decisions of all
applicable public utilities commissions.
9.6 Agent shall not engage in "slamming" (the unauthorized switching of a
Potential Customer's electricity service) or other conduct which is prohibited
by any applicable law, rule or regulation.
9.7 Agent shall use only sales aids, literature, and/or promotional
materials produced by PowerSource. Agent shall not duplicate or replicate any
sales aids, literature, and/or promotional materials produced by PowerSource
without the prior written consent of PowerSource.
9.8 PowerSource shall make available to Agent such training as is
reasonably necessary, in the discretion of PowerSource, for Agent to fulfill his
or her obligations under this Agreement.
9.9 PowerSource shall provide Electricity Services and such other services
as PowerSource shall offer from time to time, to Signed End Users that have been
accepted by PowerSource.
9.10 PowerSource shall pay commissions pursuant to Article 6 of this
Agreement.
9.11 PowerSource shall be solely responsible for monthly billing of End
Users and for the collection from End Users of the amounts owing.
9.12 PowerSource may outsource billing and/or collection functions to the
appropriate utility distribution company or other entity as PowerSource deems
appropriate.
9.13 PowerSource shall make available to Agent copies of the Sales
Agreement, and such other forms as reasonably may be necessary for Agent to
fulfill his or her obligations under this Agreement.
ARTICLE 10
LIMITATION OF LIABILITY
10.1 PowerSource's liability to Agent is limited to its obligations to pay
commissions as described herein. In the event of any defect or failure
whatsoever in the Electricity Services or any other service offered by
PowerSource or its subsidiaries or affiliates or the provision of any such
services, neither PowerSource, its subsidiaries, its affiliates nor any third
party employed in the provision of such services shall be liable to Agent or any
End User for any actual, direct, indirect, special, incidental, consequential,
punitive or any other damages, or for any lost revenue, profits or commissions
of any kind, whether or not foreseeable. In the event either party is required
to enforce or preserve its rights under this Article, the prevailing party will
be entitled to recover its reasonable attorney's fees and costs incurred in any
such action.
ARTICLE 11
AFFINITY MARKETING
11.1 Agent may market an Affinity Program to non-profit and/or commercial
organizations, upon receiving PowerSource's prior written consent. Agent
acknowledges, and hereby agrees to the following terms:
(a) Affinity Groups must be pre-approved by PowerSource in writing;
(b) Any such Affinity Group must be a separate entity. Agent may have an
affiliation with the Affinity Group, but the Agent must not have a financial
interest in or receive any remuneration or consideration from the Affinity Group
as a result of offering or setting up an Affinity Program for the Affinity
Group;
(c) The Agent may not market any Electricity Services or other services of
PowerSource or its subsidiaries or affiliates to any Affinity Group except those
Affinity Groups which are included in an Affinity Program;
(d) The Agent may not use any marketing or promotional materials in
connection with any Affinity Program except those materials produced by
PowerSource for the Affinity Program. The Agent may use non-PowerSource or
non-Affinity Program materials in connection with an Affinity Program only if
obtaining the prior written consent of PowerSource.
(e) This Agreement shall terminate immediately and all commissions will
cease if any of the terms and conditions of the Affinity Program are not upheld.
ARTICLE 12
MISCELLANEOUS
12.1 Severability. If any provision of this Agreement is held by any court
or administrative agency to be prohibited or unenforceable pursuant to any law,
regulation or rule applicable to this Agreement, the remainder of this Agreement
shall not be affected thereby, and each provision hereof shall be valid and
shall be enforced to the fullest extent permitted by law.
12.2 Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of California.
12.3 Arbitration. Any dispute or claim between the parties arising out of
or relating to this Agreement (or its breach or termination) which has not been
resolved within thirty (30) days after either party shall notify the other in
writing of such controversy (the "Dispute"), shall be submitted for binding
arbitration in Los Angeles, California in accordance with the arbitration rules
of the American Arbitration Association ("AAA") in effect on the date of this
Agreement, except as such rules may be modified by this Agreement. The
arbitrator shall decide the Dispute in accordance with the laws of the state of
California, without reference to its rules concerning conflict of laws. Except
as otherwise expressly provided in this Agreement, each party shall bear its own
fees and expenses of arbitration, including the fees and other charges of the
AAA, the fees and expenses of its lawyers, representatives, and witnesses, and
shall share equally all other costs of the arbitration, including the fees and
expenses of the arbitrator. The parties agree to be bound by the decision of the
arbitrator. The arbitration award shall be the sole and exclusive remedy between
the parties regarding the Dispute and judgment on the award may be entered ,
enforced and executed by any court of competent jurisdiction. Service of notice
of arbitration and any other paper or submission in the arbitration, as well as
of summons, complaint and all other pleadings and papers in any suit, action or
proceedings brought to enter, enforce or execute the arbitrator's award, may be
made by mailing or delivering a copy to the receiving party at the address
specified in Article 12.4 below. Nothing in this Agreement shall limit
PowerSource's rights, before or during the pendency of any arbitration
proceedings, to exercise its rights under Articles 7, 9.2, and 12.5 hereof. The
arbitrator shall have the authority to award any remedy or relief that the
arbitrator deems just and equitable, including, without limitation, specific
performance of any obligation created hereunder and the issuance of permanent
injunctive relief. Notwithstanding any contrary provision contained herein or in
applicable law, the arbitrator shall not have authority to award punitive or
exemplary damages, or to award special or consequential damages (including,
without limitation, lost future profits), whether or not such damages were
foreseeable or within the contemplation of the parties at the time this
Agreement was made. The prevailing party in any arbitration is entitled to
recover all of its costs, including, without limitation, attorneys fees and
costs, incurred to enforce any arbitration award.
12.4 Notices. Any notice, request, demand or statement which may be given
to or be made upon either party by the other party under any of the provisions
of this Agreement, shall be in writing, unless it is specifically provided
otherwise herein, and shall be considered delivered when the same is delivered
in person, sent by facsimile, or sent by certified mail, postage prepaid, and
properly addressed to the party to be served, as follows:
If the Notice is to PowerSource: If the Notice is to Agent:
PowerSource Corporation, Inc. Name: _________________________
0000 Xxxxxxxx Xxxx., Xxxxx 0000 Address: _______________________
Xxx Xxxxxxx, XX 00000 ______________________________
Tel.: (000) 000-0000 Tel.: ___________________________
Fax: (000) 000-0000 Fax: ___________________________
12.5 Set-Off. PowerSource may, at its option, set-off from any commission
or other amounts due to the Agent, any amounts due from the Agent to
PowerSource.
12.6 Assignment. Neither party shall assign this Agreement or any of its
rights or obligations hereunder without the prior written consent of the other
party, which consent may be withheld in the other party's sole discretion.
Notwithstanding the foregoing, either party may, without the need for consent
from the other party (and without relieving itself from liability hereunder),
(a) transfer, sell pledge, encumber or assign this Agreement (and in the case of
PowerSource, the accounts), revenues or proceeds hereof as collateral in
connection with any financing or other financial arrangements; (b) transfer or
assign this Agreement to an affiliate of such party; or (c) transfer or assign
this Agreement to any person or entity succeeding to all or substantially all of
the assets of such party; provided, however, that in each such case any such
assignee shall agree in writing to be bound by the terms and conditions hereof.
This Agreement and all of its terms and conditions shall inure to the benefit of
and be binding on all the successors in interest and permitted assigns of the
parties. No assignment or transfer permitted hereunder shall relieve PowerSource
or Agent of any of their respective obligations under this Agreement.
12.7 Waiver, Remedies. Any waiver at any time by either party of its rights
with respect to a default under this Agreement, or with respect to any other
matter arising in connection with this Agreement, shall not be deemed a waiver
with respect to any other or subsequent default or matter. The election by
either party of any right or remedy shall not be deemed exclusive of any rights
or remedies provided for hereunder or available at law or equity.
12.8 Entire Agreement. This Agreement, together with the policies and
procedures issued by PowerSource from time to time, shall constitute the entire
agreement of the parties and supersedes all prior understandings or agreements,
whether written or oral, with respect to the subject matter hereof. This
Agreement has been prepared jointly by both parties so that in the event of any
ambiguity, the Agreement shall not be construed against any single party. No
change, modification, addition or amendment of this Agreement shall be
enforceable unless in writing and signed by the party against whom enforcement
is sought. PowerSource reserves and maintains the right to modify its policies
and procedures on an as needed basis and without the prior written consent or
approval of the Agent.
12.9 Status of Agent. Notwithstanding any provision of this Agreement to
the contrary, the parties do not intend to create hereby a joint venture,
partnership, association taxable as a corporation, or other entity for the
conduct of any business for profit. Any construction of this Agreement to the
contrary which has an adverse tax effect on either party shall render this
Agreement null and void from its inception.
12.10 Third Party Beneficiary. There is no third party beneficiary to this
Agreement, and the provisions hereof shall not impart rights enforceable by any
person, firm or organization not a party or not a successor in interest or
assignee of a party to this Agreement.
12.11 Marketing Information. PowerSource shall provide marketing assistance
to Agent as PowerSource deems necessary, in PowerSource's sole discretion. In
the event Agent develops, distributes, advertises or promotes PowerSource
products or services, Agent shall not make any representations which are false,
misleading or at variance in substantive content with the printed marketing
materials of PowerSource. Agent shall submit any written promotional materials
to PowerSource in advance for approval before distributing them to any Potential
Customers.
12.12 Trademarks/Service Marks Usage. Agent shall not use any trademarks,
service marks or tradenames (collectively "Marks") of PowerSource in any manner,
except as expressly authorized in writing by PowerSource. Upon termination of
this Agreement, Agent shall return to PowerSource any and all marketing and
sales materials then in the possession of Agent and shall immediately cease any
and all use of any of PowerSource's Marks. All uses by Agent of any Xxxx shall
(i) be appropriate and dignified as befits PowerSource's public image, (ii)
inure solely to the benefit of PowerSource, and (iii) be used only in accordance
with the terms of this Agreement.
12.13 Ownership of Accounts. At all times relevant hereto, PowerSource
shall have and own all right, title and interest in and to the accounts of End
Users procured for PowerSource through the efforts of Agent.
12.14 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
12.15 Products and Services. PowerSource may from time to time introduce
additional products or services either directly or through its subsidiaries or
affiliates, which may require an amendment to this Agreement.
ARTICLE 13
AGENT ID AND SPONSORSHIP
13.1 Agent's social security number or federal tax I.D. number is
___________________. The Agent's PowerSource I.D. number shall be
_____________________.
13.2 Check appropriate box and provide requested information:
(a) [ ] Agent was NOT referred to PowerSource or sponsored by an existing
PowerSource Agent.
(b) [ ] Agent WAS referred to PowerSource or sponsored by an existing
PowerSource Agent. The name of the PowerSource Agent who referred or sponsored
Agent is: _________________________________________.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date set forth above.
POWERSOURCE CORPORATION, INC. AGENT
By: _______________________________ By: ____________________________
Its: ______________________________ Its: ___________________________
