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LAUER SALES FOR SERVICE LLC

MARKETING AFFILIATE SCOPE OF WORK

 

1. Company Information:

Name: {name-1}

Address: -

Phone: {phone-1}

Email Address: {email-1}

 

2. Products:

3. Product Prices:

4. Territory:

5. Customers: 

6. Annual Quota:

7. Miscellaneous Requirements:

8. Fee Schedules:

[INSERT FEE TO BE CHARGED FOR SOW]

Invoices for Services rendered will be generated as of the first (1st) of each calendar month with payment terms as defined in the Agreement.

 

9. Payment Terms:

10. Term:

The term of this Scope of Work shall be for _________ (___) month(s)/year(s).

ALL MARKETING AFFILIATE SERVICES IDENTIFIED IN THIS MARKETING AFFILIATE SCOPE OF WORK ARE PROVIDED OR PERFORMED BY LAUER SALES FOR SERVICE LLC ON THE CONDITION OF COMPANY’S ACCEPTANCE WITHOUT MODIFICATION OF ANY AND ALL OF THE TERMS, CONDITIONS, AND NOTICES SET FORTH IN THE LAUER SALES FOR SERVICE LLC TERMS AND CONDITIONS AVAILABLE AT WWW._________________________. BY ACCEPTING THE MARKETING AFFILIATE SERVICES, IN WHOLE OR IN PART, COMPANY AGREES THAT (1) COMPANY HAS READ AND IS FAMILIAR WITH THE LAUER SALES FOR SERVICE LLC TERMS AND CONDITIONS, (2) COMPANY UNDERSTANDS THE LAUER SALES FOR SERVICE LLC TERMS AND CONDITIONS, AND (3) COMPANY IS BOUND BY THE LAUER SALES FOR SERVICE LLC TERMS AND CONDITIONS IN CONNECTION WITH THE MARKETING AFFILIATE SERVICES IDENTIFIED IN THE MARKETING AFFILIATE SCOPE OF WORK.

COMPANY’S SIGNATURE_________________________ Dated:_________________________

LAUER SALES FOR SERVICE LLC

TERMS AND CONDITIONS

Last Updated: June 20, 2024

BY ACCEPTING THE SERVICES OF LAUER SALES FOR SERVICE LLC (“MARKETING AFFILIATE”), IN WHOLE OR IN PART, COMPANY AGREES TO THE FOLLOWING TERMS AND CONDITIONS.

1. Definitions.

 1.1 Agreement means the entire content of this Terms and Conditions document, together with any and all Marketing Affiliate Scope of Work(s) and any other supplements designated below, together with any exhibits, schedules or attachments hereto. 

1.2 Company means, collectively, the company, together with the authorized agent for such company, identified in the Marketing Affiliate Scope of Work. 

1.3 Effective Date means the date Company executes this Agreement.

1.4 Marketing Affiliate Services means all services to be provided by Marketing Affiliate to Company as described and otherwise further defined in the Marketing Affiliate Scope of Work(s).

2. Grant of Rights.

 2.1 General Rights.Company hereby grants toMarketing Affiliate the right to advertise, market, and sell to designated prospective and existing customers of Company (the “Customers”), solely in accordance with the terms and conditions of this Agreement.

 2.2 Third-Party Rights.Company and Marketing Affiliate acknowledge that Company derives certain rights herein from third-parties and that Company reserves the right to modify or amend this Agreement if mandated by such third-parties.

3. Marketing AffiliateDuties and Obligations. During the Term, Marketing Affiliate agrees to:

 3.1 Best Efforts.Use its best efforts to market and sell the Product to Customers consistent with the terms of this Agreement.

3.2 Copyrights and Trademarks.Protect copyrights, tradenames, trademarks, service marks, trade secrets and other confidential proprietary rights and information of Company and its affiliates and report promptly any infringements or suspected infringements of which Marketing Affiliate becomes aware and to cooperate fully with Company in its efforts to protect its copyrights, tradenames, trademarks, service marks, trade secrets and other confidential proprietary rights and information.

3.3 No Alternations.Not remove or alter in any manner any copyright, trademark or other proprietary notices contained in the Product.

 3.4 Permits, Licenses and Compliance with Laws.Be responsible and shall bear all costs for complying with local, state, federal, national, and international statutes, rules, regulations and ordinances of any kind which related to or affect Marketing Affiliate’s duties under this Agreement.

3.5 Product Support. Provide, when specified, Customers with the support necessary to meet the reasonable needs and requirements for installation and operation of the Product, to the extent applicable.

3.6 Sales Records.Keep accurate records of the sales of the Product and shall make these records available for review by a representative of Company within five (5) business days following the end of each month.

3.7 Sales and Technical Training.Attend initial marketing, application, and technical training as required and provided by Company.

3.8 Sales Reports.Report periodically in writing, upon request to Company the status of the following: (a) leads provided by Company; (b) marketing activities in progress; (c) sales forecasts; and (d) implementations in progress.

3.9 Marketing Plan.Submit a marketing plan to Company outlining, among other things, activities and staffing directed at attaining mutually agreed upon annual sales quotas. The initial annual quota is defined in the Marketing Affiliate Scope of Work(s) (the “Annual Quota”). The annual marketing plan shall be devised solely by Marketing Affiliate and Marketing Affiliate shall not be required to follow an operating plan, standard procedure, training manual, or its substantial equivalent, published by Company.

3.10 Business Practices.Establish the business practices and manner in which it performs the Services hereunder. Company shall not specify the business practices of Marketing Affiliate, nor regulate the manner in which Marketing Affiliate shall operate its business, provided that Marketing Affiliate (a) conducts business in a manner that reflects favorably at all times on the Product sold and the good name, goodwill and reputation of Company and its affiliates; (b) avoid deceptive, misleading or unethical practices that are or might be detrimental to Company and/or its affiliates, the Product or the public, including but not limited to disparagement of Company or the Product; (c) make no false or misleading representation with respect to Company or the Product; and (d) make no representations with respect to Company or the Product that are inconsistent with any applicable promotional materials and other literature distributed by Company pertaining specifically to the Product, including all liability limitations and disclaimers contained in such materials.

4. CompanyDuties and Obligations. During the Term, Company shall:

4.1 Commitment. So long as Marketing Affiliate is not in default hereunder, provide Product to Marketing Affiliate in accordance with the terms and conditions of this Agreement.

4.2 Deliverables. Upon the request of Marketing Affiliate, and at prices or fees then in effect or mutually agreed upon by the Parties: (a) provide Product to Marketing Affiliate at the discounted prices shown in Exhibit A, subject to Company’s right to change its prices or fees pursuant to this Agreement; (b) make available to Marketing Affiliate reasonable marketing information, demonstrations and other sales and marketing tools available from Company relating to the Product; (c) make available technical training and support to Marketing Affiliate relating to the Product; and (d) make available updates of the Product to Marketing Affiliate as they may become available for distribution.

4.3 No Resale Limitations. Unless otherwise stated in this Agreement, not require that Marketing Affiliate be limited to the persons or accounts to which it may market or distribute any Product that Marketing Affiliate sells or desires to sell, including without limitation, the Product, within the Territory as defined in the Marketing Affiliate Scope of Work(s).

4.4 Company Marks. Grants to Marketing Affiliate a non-exclusive, non-transferable right to use the trademarks, trade names, or logos related to the Product (collectively the "Marks"). Nothing in this Agreement shall be construed to grant Marketing Affiliate any right, title, interest, or license in the Marks except to the limited extent necessary to meet its obligations under this Agreement. Company represents and warrants that it owns or otherwise has all required rights to use the Marks in connection with the Product.

5. Adjustment or Modification to Terms of Scope of Work.

5.1 Annual Quota.Company reserves the right to adjust or modify the Annual Quota upon renewal of the Agreement or from time to time by mutual agreement of the Parties. 

5.2 Territory.Company reserves the right to adjust or modify the Territory upon renewal of the Agreement or from time to time by mutual agreement of the Parties. 

5.3 Price Changes and Notification. Company reserves the right to change its process and/or fees, from time to time, in its sole but reasonable discretion. In the event of a price and/or fee change for Product, Company shall notify Marketing Affiliate in writing ninety (90) days prior to the effective date of any such change.

5.4 Other Terms. All other terms in the Scope of Work will be adjusted or modified only by mutual agreement of the Parties. 

6. Warranties by Company.

6.1 EXCEPT AS EXCLUSIVELY SET FORTH IN THIS PARAGRAPH, COMPANY DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT RESTRICTED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH WARRANTIES ARE HEREBY DISCLAIMED.

6.2 COMPANY’S SOLE AND EXCLUSIVE LIABILITY FOR THE WARRANTY PROVIDED IN SUBPARAGRAPH (A) HEREOF SHALL BE TO CORRECT THE PRODUCT TO OPERATE IN SUBSTANTIAL ACCORDANCE WITH ITS THEN CURRENT SPECIFICATIONS OR REPLACE, AT ITS OPTION, THE PRODUCT NOT IN COMPLIANCE WITH COMPANY’S AND COMPANY’ PUBLISHED SPECIFICATIONS REGARDING THE PRODUCT.

7. Warranties by Marketing Affiliate.Except as otherwise directed by Company, Marketing Affiliate acknowledges and agrees that Marketing Affiliate will make no representations to its Customers with respect to any warranty made by Company.
8. Intellectual Property Rights.

8.1 Ownership. Company acknowledges and agrees that: (a) except for the Company’s Products and the related the trademarks, trade names, or logos (collectively the "Marks"), Marketing Affiliate retains all Intellectual Property Rights used to facilitate, embodied in, used in, and otherwise relating to the services performed by Marketing Affiliateunder this Agreement; (b) any and all of Marketing Affiliate's Intellectual Property Rights are the sole and exclusive property of Marketing Affiliate;(c) Company shall not acquire any ownership interest in any of Marketing Affiliate's Intellectual Property Rights under this Agreement; (d) any goodwill derived from the use by Company of Marketing Affiliate's Intellectual Property Rights inures to the benefit of Marketing Affiliate; and (e) if Company acquires any Intellectual Property Rights in or relating to the services performed by Marketing Affiliate under this Agreement by operation of law, or otherwise, such rights are deemed and are hereby irrevocably assigned to Marketing Affiliate, without further action by either Party. For purposes of this Section, Intellectual Property Rights means all industrial and other intellectual property rights comprising or relating to: (a) patents; (b) trademarks; (c) internet domain names, whether or not trademarks, registered by any authorized private registrar or Governmental Authority, web addresses, web pages, website, and URLs; (d) works of authorship, expressions, designs, and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, data, data files, and databases and other specifications and documentation; (e) trade secrets; and (f) all industrial and other intellectual property rights, and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the laws of any jurisdiction throughout in any part of the world.

8.2 Prohibited Acts. Company shall not: (a) take any action that may interfere with any of Marketing Affiliate's rights in or to Marketing Affiliate's Intellectual Property Rights, including Marketing Affiliate's ownership or exercise thereof; (b) challenge any right, title, or interest of Marketing Affiliate in or to Marketing Affiliate's Intellectual Property Rights; or (c) make any claim or take any action adverse to Marketing Affiliate's ownership of Marketing Affiliate's Intellectual Property Rights.

9. Indemnification. Company shall indemnify, defend and hold harmless Marketing Affiliate and its members, personnel, agents, affiliates, successors and permitted assigns (collectively, "Marketing Affiliate Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and other costs of defense, incurred by Marketing AffiliateIndemnified Party (collectively, "Losses"), relating to/arising out or resulting from any third party claim alleging trademark or other intellectual property infringement arising out of the Marketing Affiliate’s use of Company’s Marks or marketing and sale of the Product in performing services under this Agreement.
10. Limitation of Liability

10.1 NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT THE OTHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

10.2 MAXIMUM LIABILITY FOR DAMAGES. MARKETING AFFILIATES’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE PAYMENT OF ACTUAL DAMAGES, NOT TO EXCEED ONE TIMES (1X) THE FEES PAID BY COMPANY TO MARKETING AFFILIATE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE CAUSE OF ACTION.

11. Term; Termination

11.1 Term. The term of this Agreement shall commence on the Effective Date and continue for the period be set forth in the Scope of Work.

11.2 Termination. In addition to any other remedies that may be provided under this Agreement, a non-defaulting Party may terminate this Agreement with immediate effect upon written notice to the other Party, if: (a) the other Party has failed to comply with any of the material terms and conditions of this Agreement, in whole or in part and either the breach cannot be cured or, if the breach can be cured, it is not cured by the breaching Party within thirty (30) days after the breaching Party's receipt of written notice of such breach; (b) the other Party becomes insolvent, is generally unable to pay, or fails to pay, its debts as they become due, files a petition for bankruptcy or commences or has commenced against it, proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors; or (c) A Force Majeure Event affecting the other Party's performance of this Agreement continues for more than thirty (30) consecutivedays.

11.3 Obligations Upon Termination. Upon termination or cancellation of this Agreement for any reason: (a) All obligations of the non-breaching party, should cancellation be due to breach, shall immediately cease; (b) Marketing Affiliate shall return any and all full and/or partial copies of material related to the Product in Marketing Affiliate’s possession or under its control to Company within ten (10) business days following the termination or cancellation date of this Agreement; (c) Marketing Affiliate shall immediately cease advertising, marketing, promoting and distributing the Product and shall cease using the Marks and any other proprietary right of Company; and (d)All outstanding invoices shall immediately become due and payable.

12. Confidentiality

12.1 Scope of Confidential Information. From time to time during the Term, either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party") information about its business affairs, goods and services, forecasts, confidential information, and materials comprising or relating to Intellectual Property Rights, trade secrets, third-party confidential information, and other sensitive or proprietary information. Such information, as well as the terms of this Agreement, whether orally or in written, electronic, or other form or media, and whether or not marked, designated or otherwise identified as "confidential," is collectively referred to as "Confidential Information" hereunder.

Notwithstanding the foregoing, Confidential Information does not include information that at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 11 by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information; or (e) is required to be disclosed pursuant to applicable Law.

12.2 Protection of Confidential Information. The Receiving Party shall: (a) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (c) not disclose any such Confidential Information to any person, except to the Receiving Party's Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.The Receiving Party shall be responsible for any breach of this Section 11 caused by any of its Representatives. On the expiration or earlier termination of this Agreement, or at any time during the Term pursuant to the Disclosing Party's written request, the Receiving Party and its Representatives shall promptly return all Confidential Information and copies thereof that it has received under this Agreement.

13. Entire Agreement.This Agreement, including and together with the Scope of Work and any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
14. Survival. Subject to the limitations and other provisions of this Agreement: (a) the representations and warranties of the Parties contained herein shall survive the expiration or earlier termination of this Agreement; and (b) Sections 7, 8, 9, 10, 11, 12 and 14 of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement.
15. Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a "Notice", and with the correlative meaning "Notify") must be in writing and addressed to the other Party at its address set forth in the Marketing Affiliate Scope of Work (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.
16. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the court may modify this Agreement to affect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
17. Amendments. No amendment to, or modification ofthis Agreement is effective unless it is in writing and signed by each Party.
18. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
19. Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties, or otherwise.
20. Assignment. Neither party shall assign any of its rights or obligations under this Agreement without the prior written consent of the other party. Any purported assignment or delegation in violation of this Section shall be null and void.
21. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
22. No Third-Party Beneficiaries. ThisAgreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
23. Choice of Law. This Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, are governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Pennsylvania.
24. Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from, based on, or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, in any forum other than the US District Court for the Eastern District of Pennsylvania, Pennsylvania or the Court of Common Pleas of Lehigh County, Pennsylvania, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in US District Court for the Eastern District of Pennsylvania, Philadelphia Pennsylvania or the Pennsylvania Court of Common Pleas of Lehigh County, Allentown Pennsylvania. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.Each Party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal action, proceeding, cause of action, or counterclaim arising out of or relating to this Agreement, or the transactions contemplated hereby.
25. Force Majeure.

25.1 Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such party's (the "Impacted Party") failure or delay is caused by or results from the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; and(f) other similar events beyond the reasonable control of the Impacted Party.

25.2 The Impacted Party shall give notice within three (3) days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of thirty (30) consecutive days following written notice given by it under this Section 25.2, the other Party may thereafter terminate this Agreement upon written notice.

26. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, franchise, business opportunity, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from this Agreement.