Forever Hair Club

2GoMedia sign up form

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Terms & conditions

INDEPENDENT SALES AGENT AGREEMENT
This Independent Sales Agent  Agreement (the “Agreement”) is effective as of date indicated below, and is made by and between License Holdings, LLC  D/B/A 2Go Media with a mailing address of P.O. Box 029006  Fort Lauderdale, FL 33302(herein, “2Go Media”), and ____________________________ (“the Agent”).

RECITALS
A.	2Go Media is involved in the business of providing proprietary online marketing tools.

B.	Agent, among other things, provides consulting, advisory, and sales services to clients in the various industries.

C.	2Go Media is desirous of engaging Agent to provide sales services on a non-exclusive basis in connection with introducing 2GoMedia to potential customers and Agent desires to enter into a relationship with 2Go Media to provide such services as described below.
NOW, THEREFORE, the parties hereby agree as follows:

1.	Agent’s Services.  Agent shall be available and shall provide to 2Go Media its professional services in the area of sales, business development and referrals (“Consulting Services”) as needed and requested.  Except as otherwise provided in this Agreement, the business relationship between 2Go Media and Agent shall be entirely non-exclusive and both 2Go Media and Agent shall have the right to engage in any other projects or business relationships whatsoever whether or not they compete with the businesses of the other party.

2.	Agent Requirements:  
•	Represent 2Go Media in a professional manner 
•	Participate in sales training, weekly meetings and report pipeline 
•	Identify potential customers
•	Strategize on sales tactics and create execution plan
•	Propose programs to drive immediate (rapid) results

3.	Identification of Potential Eligible Customers.  Agent will identify prospects, interested parties and potentially eligible customers (herein “Potentially Eligible Customers”) to 2Go Media via email, CRM or another online portal identified by 2Go Media and modified from time to time.  Thereafter, 2Go Media shall have 72 hours to reject or exclude any such Potentially Eligible Customer via email to the Agent.  If Agent refers a Potentially Eligible Customer that has already been registered with 2Go Media by another Agent or if 2Go Media is already independently pursuing the Potentially Eligible Customer, 2Go Media may exclude the Potentially Eligible Customer and continue to pursue such Potentially Eligible Customer without Agent and without any obligation whatsoever to pay compensation of any nature to Agent.
 
4.	Considerations, Performance Fees and Commissions.  In consideration of the Consulting Services to be performed by Agent under this Agreement, 2Go Media will pay Agent Commissions based upon and set forth in Schedule A.  Agent understands and agrees that it may not be entitled to any compensation of any nature under this Agreement unless and until a new account has been opened by the Potentially Eligible Customer, and 2Go Media collects compensation related to that Potentially Eligible Customer.

5.	Agent Business Expenses.  During the term of this Agreement, Agent shall be responsible for all its own business development, office, personnel, travel, lodging and/or related out-of-pocket travel expenses related to the Consulting Services.

6.	 Taxes.  No income tax and/or payroll tax of any kind shall be withheld or paid by 2Go Media on behalf of Agent for any payment under this Agreement, except as may be required by law for payments to independent Agents.  Agent shall be responsible for all taxes and similar payments arising out of any activities contemplated by this Agreement, including without limitation, federal, state, and local income tax, social security tax (FICA), self employment taxes, unemployment insurance taxes, and all other taxes, fees, and withholdings for Agent and for Agent’s employees and sub agents.

7.	Independent Agent.  Nothing contained herein or any document executed in connection herewith, shall be construed to create an employer-employee partnership or joint venture relationship between 2Go Media and Agent.  Agent is an independent Agent and not an employee of 2Go Media or any of its members.

8.	Indemnification.  Agent, for itself and its successors, heirs, beneficiaries, affiliates, subrogees, principals, agents, partners, employees, associates, attorneys, representatives, and assigns, shall waive, release, indemnify, and agree to save, defend, and hold harmless 2Go Media, its subsidiaries and its affiliates, and their respective predecessors, successors, subrogees, assigns, parents, subsidiaries, heirs, insurers, and each of their respective officers, directors, managers, trustees, shareholders, agents, attorneys, and employees, former employees, and any other related individual or entity, from any and all past, present, or future claims, actions, causes of action, demands, controversies of every kind and nature, rights, liabilities, losses, costs, expenses, attorneys’ fees (including, but not limited to, any claim of entitlement for attorneys’ fees under any contract, statute, or rule of law allowing a prevailing party or plaintiff to recover attorneys’ fees), damages, medical costs and treatments, death, injury, accident, property damage, or personal loss to Agent, those traveling with or employed by Agent, or others relating to, resulting from, or arising out of (i) any taxes, insurance costs, damages, or other costs arising from or relating to claims that Agent is an employee of  2Go Media; (ii) the failure by Agent to obtain insurance coverage as set forth herein; (iii) any breach of this Agreement; (iv) any act, statement, or omission by Agent resulting in any claims, actions, causes of action, or proceedings against 2Go Media or its affiliates; (v) any claim for workers’ compensation or unemployment compensation benefits; and/or (vi) any action or omission by Agent, whether negligent, intentional, reckless, or otherwise.

9.	Confidentiality.  Agent acknowledges that during the engagement it will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by 2Go Media and/or used by 2Go Media in connection with the operation of its business including, without limitation, 2Go Media business and product processes, methods, customer lists, customer information (including but not limited to any customer information created or learned by Agent in performing the Consulting Services, sales leads, sales information, and pricing information), accounts, and procedures (“Confidential Information”).  Agent agrees that it will not disclose any of the aforesaid Confidential Information, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with 2Go Media and except with the written permission of 2Go Media.  All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items of Confidential Information relating to the business of 2Go Media, whether prepared by Agent or otherwise coming into its possession, shall remain the exclusive property of 2Go Media.  Agent shall not retain any copies of the Confidential Information without 2Go Media’s prior written permission.  Upon the expiration or earlier termination of this Agreement, or whenever requested by 2Go Media, the Agent shall immediately deliver to 2Go Media all such files, records, documents, specifications, information, and other items in its possession or under its control constituting Confidential Information.  In the event that Agent shall utilize any sub agents of its own related to any Potentially Eligible Customer, it shall have its sub agent sign a Confidentiality/Non-Circumvention Agreement before engaging and/or disclosing any Confidential Information to that sub agent.

10.	Conflicts of Interest.  No Conflicting Agreement.  Agent represents that it is free to enter into this Agreement and that this engagement does not violate the terms of any agreement between the Agent and any third party.  Agent also covenants and warrants that it has not and shall not become a party to any other agreement of any kind which conflicts with this Agreement or violates the terms and/or conditions of any agreement with a third party.  Further, the Agent, in rendering its Consulting Services shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which it does not have a proprietary interest.  Breach of this warranty shall operate to terminate this Agreement automatically and all obligations of 2Go Media to pay any compensation to Agent that remain unpaid under this Agreement.

11.	Term and Termination.  This Agreement shall commence as of the effective date of this Agreement and shall remain in effect until either party shall terminate it upon thirty (30) days written notice, after which Agent is not authorized to perform any further Consulting Services under this Agreement.  This Agreement may be terminated prior to the expiration of the Term as follows: 
i.	For “Cause” by 2Go Media, immediately upon written notice to Agent. The term for “Cause” means the bankruptcy, dissolution, insolvency or liquidation of Agent, any act or omission by Agent or its employees or agents which is fraudulent, dishonest, disloyal to 2Go Media, or constitutes a violation of law, Agent’s advertising on sites that promote illegal activities, any act of Agent which constitutes spamming, or Agent’s breach of or failure to perform its obligations under this Agreement or any agreement.

ii.	By 2Go Media immediately upon giving notice to Agent, if 2Go Media is going to be acquired by another entity or if more than fifty percent (50%) of the ownership interest in 2Go Media is being transferred.

Upon termination of this Agreement for “Cause”, no Commissions shall be paid to Agent after the termination date and any accrued commissions shall be forfeited by Agent.   Upon termination of this Agreement for a reason other than for “Cause”, Agent will continue to receive Commissions for sales completed prior to the termination date.  No other Commissions will be payable.

12.	Representations, Warranties and Contractual Commitments.  The Agent agrees that it has no authority to make and shall not make any representations, warranties, or contractual commitments that shall be binding 2Go Media without 2Go Media’s prior written consent.

13.	Arbitration.  Notwithstanding anything to the contrary provided in or implied by the Agreement, any dispute arising out of this Agreement or the relationship between 2Go Media and Agent shall be resolved by binding, non-appealable arbitration administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association.  In the event of any inconsistency between such Rules and these arbitration provisions, these provisions shall supersede such Rules. All statutes of limitations which would otherwise be applicable shall apply to any arbitration proceeding described herein. In any arbitration proceeding subject to these provisions, the arbitrators are specifically empowered to decide (by documents only, or with a hearing, at the arbitrators’ sole discretion) pre hearing motions which are substantially similar to pre hearing motions to dismiss and motions for summary adjudication. Any arbitration proceeding subject to these provisions shall be conducted in Broward County, Florida.  During the pendency of the arbitration, the parties shall bear the costs of any mediator and/or arbitrator on a 50%/50% basis. The judgments, awards and/or orders of the arbitrator may be entered as judgments, awards and/or orders of any court located in any competent jurisdiction.  2Go Media and Agent each hereby (i) expressly waives, to the fullest extent permitted by law, any objection to the jurisdiction and venue required by this Agreement; and (ii) specifically waives the right to a trial by court or by jury. 
 
14.	Waiver.  Failure to invoke any right, condition, or covenant in this Agreement by either party shall not be deemed to imply or constitute a waiver of any rights, condition, or covenant and neither party may rely on such failure.

15.	Notice.  Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested.  If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service.  If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five (5) days after deposit thereof in the United States mail addressed to the party to whom such notice, demand, or other communication is to be given as follows:

16.	Enforceability.  If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

17.	Entire Understanding.  This document and the attached Exhibits constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.

18.	Modification or Amendment.  No amendment, change, or modification of this Agreement shall be valid unless in writing signed by the parties hereto.

19.	Successors and Assigns.  Except as otherwise provide in this Agreement, all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.

20.	Governing Law.  This Agreement shall be governed by the laws of the State of Florida, without regard to conflict of law’s provisions.   The jurisdiction and venue of any litigation that may occur related to this Agreement shall be Florida.

21.	 Authority.   Those parties affixing their signatures to this Agreement represent and warrant that they have authority to sign on behalf of and bind their respective companies.

IN WITNESS WHEREOF, the Parties hereby execute this Agreement.
LICENSED HOLDINGS, LLC
D/B/A 2GO MEDIA 	
	
By: Ted Mooney	AGENT: ________________
Title: V. President	
	
Signature: ___________________________	Signature: ________________________
	
	
Date: _______________________________	Date: _______________________________
	
	Address:_____________________________
	
	Email for notifications: __________________

Schedule A – Fee, Commission Rates and other conditions

2GoMedia

Agent Commission Schedule

•	A commission of $160 will be paid per sale  (net after cancellations and charge backs).

•	2Go Media reserves the right to split commissions between agents if multiple agents are involved in a particular sale.

•	Bonus structure, commission plans, monthly contests are all subject to change at any time, for any reason, at the discretion of Executive Management Team.

•	Commissions to be paid out every Friday, on the sales cycle ending no less than 14 days prior. Ex: sale is made on Tuesday, June 1st, commission payout will be Friday, June 18th.

•	Bonus structure to be based on number of net sales in a month. If net sales (number of sales after cancellations or chargebacks) falls below the bonus level after bonus has been paid, 2Go Media reserves the right to collect bonus payment either against future payout .

I agree with terms & conditions

Forever Hair Club

Sunday, June 20, 2010

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