MARKETING PARTNER
AGREEMENT
AGREEMENT by and between Smart-Tek Solutions Inc., its
wholly owned subsidiary Smart-Tek Automated Services, Inc., and its
affiliated businesses (hereinafter collectively referred to as the
“Company”) and, Brian Bonar, an individual (hereinafter
referred to as the “Marketing Partner”), dated June 17,
2009.
WHEREAS, Company is a human resources outsourcing company
providing payroll administration, staff leasing, human resources
and/or temporary services to client accounts; and,
WHEREAS , Marketing Partner desires to promote the services
of Company to potential clients, and to engage in other marketing
efforts to secure clients for Company; and,
WHEREAS , Company desires Marketing Partner to introduce
prospective clients who may ultimately be Company’s clients
upon execution of a client services agreement (Marketing Partner
Clients); and
WHEREAS, the parties to this Agreement wish to create and
define the scope of an independent contractor relationship between
them;
NOW, THEREFORE, in consideration of the mutual promises
contained in this Agreement, and for other good and valuable
consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties agree as follows:
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1.
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Marketing Partner will promote
and market the business and services of Company to prospective
clients. Marketing Partner will assist Company's marketing efforts
and the furtherance of its business in general, by performing
certain tasks, including, but not limited to the
following:
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a.
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developing qualified leads that
fit Company’s profile of desirable clients;
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b.
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collecting and submitting
information from prospective clients in order to facilitate Company
making a price quotation;
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c.
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completing and submitting all
submission forms and paperwork Company deems necessary to enroll a
new client with appropriate documentation attached;
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d.
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Company will provide marketing
materials to broker such as brochures, fliers and other promotional
items.
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2.
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Marketing Partner will be
entitled to the following compensation in consideration
of
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Page 1 of 7
Marketing Partner’s efforts under this
Agreement
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a.
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Marketing Partner’s
commission is detailed on Exhibit A and will be paid either in
common stock of Smart-Tek Solutions Inc. (the “Shares”)
or cash monthly and will be based on each submitted client. The
proposed commission structure for each client will be presented to
the Marketing Partner prior to the finalization of any Client
Service Agreement, and each agreed to commission structure will be
added to this agreement as an ongoing Exhibit A. Each month’s
settlement and disbursement to Marketing Partner will be made by
Company no later than the last day of the next following month. No
commission will be paid on any sum billed to a client until
actually collected. Commissions will be offset by any amounts which
a Marketing Partner Client owes the Company.
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b.
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After a client services agreement
is executed by the Company, the Company shall provide to Marketing
Partner a monthly report indicating such remuneration as agreed to
in each Exhibit A of each Marketing Partner Client, as well as the
commission due Marketing Partner. Note will be made in the event
that a Client has not paid any amount invoiced to the
Client.
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3.
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Client lists, business pricing
methodology, the terms of Company’s proposals to prospective
Clients, the terms of Company's contract with each respective
client, the terms of Company’s various insurance and benefit
agreements, sales manuals, policy and procedural manuals mailing
lists, computerized Client and prospective Client data bases, and
internal policy and decision making information are confidential
and are special, unique and valuable assets to Company. Marketing
Partner will maintain the confidentiality of all such information,
and will not ever divulge such information to any person or entity
outside the normal sales process, without the express written
permission of an officer of Company. This promise to maintain
confidentiality of such information shall survive for a period of
two (2) years after the termination of this Agreement.
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a.
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Marketing Partner acknowledges
that Company would not have an adequate remedy at law and would be
irreparably harmed in the event that the provisions of this
paragraph were not performed in accordance with their specific
terms or were otherwise breached. Accordingly, Marketing Partner
agrees that Company shall be entitled to equitable relief including
injunction and specific performance, without the necessity to post
any bond or proving special damages. Seeking equitable relief shall
not be the exclusive remedy of Company for such breach, and Company
may concurrently seek any other relief at law.
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4.
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Marketing Partner shall first
offer to Company all prospects that it develops that are candidates
for the services offered by Company. Company will have the right to
accept or reject any business produced by the Marketing Partner. If
Company
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rejects a prospect, Marketing
Partner will then be free to refer any prospect rejected by Company
to other entities engaged in competitive business with Company.
While Marketing Partner is free to represent other companies
engaged in the same business as Company, once a prospect offered to
Company executes a client service agreement with Company Marketing
Partner will make no effort, directly or indirectly, to market or
move the Client to a competitor of the Company. This promise shall
survive the termination of t
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