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JOINT MARKETING AND REFERRAL
AGREEMENT
THIS JOINT MARKETING AND REFERRAL AGREEMENT, is made and entered
into as of
the 1 day of July 2005, by and between First National Bank of
Chester County
("First National"), First National Wealth Advisory Services
("FNWAS") and The
Elite Group, LLC ("Elite Group").
WITNESSETH:
WHEREAS, First National is a national banking association chartered
by the
Office of the Comptroller of the Currency;
WHEREAS, FNWAS is a wholly-owned subsidiary of First National and
is
licensed as a corporate producer under the insurance laws of
Pennsylvania;
WHEREAS, Elite Group is a Pennsylvania limited liability company,
licensed
as a corporate producer under the insurance laws of Pennsylvania,
and provides
human resource and insurance products and services to small-to-mid
sized
companies;
WHEREAS, First National has clients who are small-to-mid sized
companies
who may be in need of human resource and insurance products and
services;
WHEREAS, First National and Elite Group desire to jointly market
their
respective products and services to select First National clients,
and to share
the expenses of such marketing;
WHEREAS, Elite Group desires that First National will refer clients
in need
of human resource and insurance products and services to Elite
Group;
WHEREAS, Elite Group is willing to compensate First National for
the
referral of such clients to Elite Group; and
WHEREAS, First National and Elite Group are entering into this
Agreement
for the purpose of setting forth terms and conditions of their
agreement.
NOW THEREFORE, in consideration of good and valuable consideration,
the
adequacy and sufficiency of which are hereby acknowledged, and
intending to be
legally bound hereby, the parties do hereby agree as follows:
1. Joint Marketing and Referral of Clients. First National, FNWAS
and Elite
Group shall conduct periodic marketing forums to select First
National clients,
at times and locations to be determined by the parties. Each First
National
client who from time to time purchases any of the human resource
and insurance
products or services offered by Elite Group, including those
Commission Based
Services and Fee Based Products and Services set forth on Exhibit A
attached
hereto, at or following any marketing forum conducted by the
parties, shall be
referred to in this Agreement as a "Referred Client". Except as set
forth in
Section 2 below, all right, title and interest, in and to the
revenues and
profits relating to the Referred Clients (whether original or
renewal), shall be
the sole property of Elite Group.
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2. Fees and Payment.
(a) So long as FNWAS maintains the requisite state insurance
licenses
and in accordance with the termination provisions set forth in
Section
6(c), Elite Group shall pay referral fees (the "Commission Based
Fees") to
FNWAS for each Referred Client purchasing Commission Based
Services,
including those set forth on Exhibit A. The amount of the
Commission Based
Fees shall equal a percentage of the total commissions Elite Group
receives
from the Referred Client for such Commission Based Services, as set
forth
on Exhibit B attached hereto.
(b) Elite Group shall pay referral fees (the "Fee Based
Referral
Fees") to First National for each Referred Client purchasing Fee
Based
Products and Services, including those set forth on Exhibit A. The
amount
of the Fee Based Referral Fees shall equal a percentage of the
total fees
Elite Group receives from the Referred Client for such Fee Based
Products,
as set forth on Exhibit B.
(c) Elite Group shall pay all Commission Based Fees to FNWAS and
all
Fee Based Referral Fees to First National not later than (30) days
after
receipt of the commissions and/or fees by Elite Group from the
Referred
Clients. The Commission Based Fees and the Fee Based Referral Fees
are
collectively referred to as the "Fees".
(d) Elite Group shall pay to First National on demand a portion
of
First National's out-of-pocket costs to conduct the marketing
forums
(including but not limited to, the costs for advertising,
printing,
supplies, facility fees, and food and beverage cost), such portion
to be
agreed upon by the parties prior to each such forum.
3. Representations and Warranties.
(a) Each of First National and FNWAS represents, warrants and
covenants to Elite Group that (i) it has the right and authority to
enter
into and fully perform this Agreement in accordance with the terms
and
conditions hereof; and (ii) the execution, delivery and performance
of this
Agreement does not and will not violate or cause a breach of any
other
agreements or obligations to which it is a party or by which it is
bound,
and no approval or other action by any governmental authority, or
any other
individual or entity, is required in connection herewith.
(b) Elite Group represents, warrants and covenants to First
National
and FNWAS that (i) it has the right and authority to enter into and
fully
perform this Agreement in accordance with the terms and conditions
hereof;
and (ii) the execution, delivery and performance of this Agreement
does not
and will not violate or cause a breach of any other agreements
or
obligations to which it is a party or by which it is bound, and no
approval
or other action by any governmental authority, or any other
individual or
entity, is required in connection herewith.
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4. Limitation of Liability. EXCLUSIVE OF LIABILITY UNDER SECTION 6
BELOW,
IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER
PERSON, FOR
ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES,
INCLUDING LOSS OF
PROFIT OR GOODWILL, FOR ANY MATTER ARISING OUT OF OR RELATING TO
THIS AGREEMENT
OR ITS SUBJECT MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE
BASIS OF
CONTRACT, TORT OR OTHERWISE EVEN IF SUCH PARTY HAS BEEN ADVISED OF
THE
POSSIBILITY OF SUCH DAMAGES. EACH OF THE PARTY'S RESPECTIVE TOTAL
LIABILITY FOR
DAMAGES SHALL BE LIMITED TO THE AMOUNT OF THE TOTAL FEES DUE FIRST
NATIONAL
HEREUNDER AT THE TIME OF THE DISPUTE.
5. Mutual Indemnification. Each party will
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