AGENT AGREEMENT

This Agreement is made and entered into

by and between:


and


"Firstname Lastname" (agent name)

Hereafter referred as the


"The Contractor",


WITNESSETH, That:


WHEREAS:


  1. The Contractor represents the individual that performs services for Outbounders.com;


  1. Outbounders.com is willing to work with The Contractor, subject to the terms and condition hereof:


1. SERVICE DESCRIPTION

The Contractor shall perform its duties as described in Annex A.


2. BUSINESS CONDUCT

Both parties shall conduct its business and regulate its operations in a way that will maintain and increase the goodwill and reputation of all. Any violation in this regard, may constitute a ground for termination of this Agreement.


  1. CONFIDENTIALITY

The Contractor and Outbounders.com, their employees or any other person acting in their behalf, shall not in any way disclose to any person, or to use for its benefit, any information obtained in the course of or in connection with the performance of the services herein, unless specifically authorized by parties concerned. This obligation of confidentiality shall survive the termination of this Agreement.



4. NON-COMPETITION

The Contractor agrees not to compete with Outbounders.com at any time during the course of this agreement. The contractor agrees not to attempt to establish a beneficial relationship with any client or vendor directly outside the services it provides for Outbounders.com. Any and all such offers made by any 3rd party client or vendor should be immediately reported to superior and approved before any work should commence. Any competing action by The Contractor is subject to a minimum of $10,000 fine per attempt and a minimum of $100,000 fine for any realized damages and legal fees. Upon termination of agreement The Contractor may seek approval of Outbounders.com to maintain a working relationship with client or vendors that it established over the course of working with Outbounders.com.


5. NO BINDING CLAUSE

The Contractor shall have no authority to bind Outbounders.com by any promise or representation unless specifically authorized in writing by Outbounders.com in any particular transaction.


6. INDEMNITY

The Contractor shall indemnify and hold harmless Outbounders.com officers, directors, employees and agents, against and from any liability, loss, damage, cost and/or expense (including attorney’s fees and costs of litigation) arising out of or in connection with Outbounders.com services. This provision includes, any claim or action which any person or entity may file or threaten to file against Outbounders.com or its officers, directors, employees or agents relating to the acts of omissions under this Agreement or the provision of the Service.


The indemnification provided herein shall survive the termination of this Agreement and the termination of any Service provided under this Agreement provided that due demand was made on the erring/defaulting party. Notwithstanding any other provision of this Agreement, the officers, directors, employees and agents of either Party shall have no liability to the other, or any affiliate or customer, under this Agreement or in connection with the Service to be provided hereunder.


7. TERMINATION OF BUSINESS

In the event that The Contractor wishes to discontinue working with Outbounders.com they must provide at least a 15 day written notice. Outbounders.com will pay only for services rendered over the course of this agreement for which there is adequate proof.


8. SEPARABILITY CLAUSE

If any one or more of the provisions contained in this Agreement or any document executed in connection herewith shall be invalid, illegal or unenforceable, the remaining provisions contained herein shall not in any way be affected or impaired.


9. COVERAGE

This Agreement governs the independent relationship between Outbounders.com and The Contractor. Nothing herein shall be constructed to create between the parties any relationship other than that expressly stipulated. The Contractor understands that it is NOT an employee of Outbounders.com and therefore forfeits any benefits or rights as such. This Agreement shall be binding upon and inure to the benefits of the parties and their respective successors and assigns. The Contractor may not, however, assign or transfer its right hereunder, without the prior written consent of Outbounders.com.


10. FORCE MAJEURE

Neither party shall be liable for the delay or failure of performance caused by force majeure such as fire, explosion, accident, strike or other similar acts of God. This Agreement shall be suspended and shall resume when force majeure have ceased.


11 ARBITRATION

Any dispute among parties shall be settled amicably. Otherwise, this shall be settled in accordance with the rules and procedures of the American Arbitration Association or its successor organization, and judgment shall be rendered by the court having jurisdiction thereof. The award shall be binding for both parties and shall have local jurisdiction as place of proceeding.


Outbounders.com agrees to fulfill its contractual obligations set forth in Annex A. (See below)


The Contractor agrees to fulfill its contractual obligations set forth in Annex A.


The Contractor __________________


Authorized Signature ______________


Company_____________________

Date: __________________________




ANNEX A:


The Contractor agrees to the following:


Outbounders.com agrees to the following: