PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT is entered into by and Business By Relationships (“BBR”), a for-profit Virginia LLC and Client Name (“CLIENT ”). BBR and CLIENT referred to jointly as “Parties.”
WHEREAS, CLIENT wishes to obtain the professional Services offered by BBR; and
WHEREAS, BBR represents that it wishes to provide professional Services to CLIENT under the terms and conditions set forth in this AGREEMENT;
Accordingly, Parties agree as follows:
1. SCOPE OF WORK: CLIENT retains and engages BBR to provide specific Services of The Relational Leverage Model. The work to be performed by BBR is defined in ATTACHMENT 1, to this AGREEMENT. BBR acknowledges that the Services to be performed for CLIENT are those which BBR generally performs, in the profession that BBR is customarily engaged.
2.PERIOD OF PERFORMANCE:The period of performance of this AGREEMENT will commence on _______(START DATE)and willproceed on a month-to-month basis, subject, however, to earlier termination as hereinafter provided.
3.COMPENSATION:Upon completion of the Services (or at other intervals set forth in ATTACHMENT 1), CLIENT shall compensate BBR for Services at a rate of $795 per month for the first 200 in the database and $100 for every 100 extra people, in accordance with the other terms in this AGREEMENT.The compensation set forth above is exclusive of travel, lodging, or other out-of-pocket expenses incurred by BBR in the course of performing the Services pursuant to this AGREEMENT.Those costs or expenses will be reimbursed by CLIENT only when they are incurred at the request of, and approved in advance by, CLIENT .
4. NOTICE: With respect to rights and obligations of each party, notice shall be provided as follows: If to CLIENT, to lori.boyle@kw.com and, if to BBR, to Garrett Maroon at garrett@businessbyrelationships.com.
IN WITNESS WHEREOF, and in consideration of the additional terms and conditions on the attached additional pages, both CLIENT and BBR, through their respective duly authorized representatives, have executed this AGREEMENT as of the date written below.
BUSINESS BY REFERRAL CLIENT
Name: Garrett Maroon Name: Client Name
__________________________________ ___________________________________
Date: Date:
Page 2. Additional Terms and Conditions
5. BEST EFFORTS: BBR agrees to, at all times, perform the work specified in the AGREEMENT (“Services”) to the best of their ability and to CLIENT’s reasonable satisfaction and approval, to inform CLIENT of any cause which renders BBR unable to perform the work as required, and to deliver the Services at the agreed-upon times.
6. OWNERSHIP OF WORK PRODUCT: BBR hereby irrevocably transfers and assigns to CLIENT all of his/her/its right, title and interest in and to all materials and deliverables created, discovered, invented, developed or prepared by CLIENT as part of performing this AGREEMENT (“Deliverables”), including, without limitation, all copyrights, trade secrets, inventions (whether patentable or not) and other intellectual or proprietary rights in and to the Deliverables (the “Intellectual Property”). CLIENT shall own the Deliverables and the Intellectual Property, and BBR disclaims any ownership interests. BBR represents and warrants to CLIENT that the Services and Deliverables will not violate or infringe a third party’s patent, copyright, trade secret or other intellectual or proprietary right, and that no third party has an ownership interest in the Deliverables.
7. TRADEMARK RIGHTS: CLIENT agrees not to use any BBR name, logo, or trademark, without BBR 's prior written authorization.
8. CONFIDENTIAL INFORMATION: CLIENT agrees to make available to BBR information that may be needed to perform the Services. Such information may include information CLIENT considers to be, or that as a matter of law is, confidential (“CONFIDENTIAL INFORMATION”). CONFIDENTIAL INFORMATION shall not include: (a) information BBR legally possessed, without an obligation of confidentiality, prior to disclosure by CLIENT ; (b) information generally available to the public, or that becomes available to the public through a legally authorized source other than CLIENT, and (c) information that was rightfully obtained by BBR from a third party who is under no obligation of confidentiality to CLIENT with respect to such information.
BBR agrees to accept and hold CONFIDENTIAL INFORMATION in confidence at all times during, and for three years after, the termination of this AGREEMENT. Consultant shall not use nor disclose CONFIDENTIAL INFORMATION, except as permitted by this AGREEMENT or as required by law.
9. ELIGIBILITY TO WORK AND RELATIONSHIP OF PARTIES: The Parties intend that BBR is not a CLIENT employee or partner. CLIENT, its employees or subcontractors are not agents or employees of BBR for any purpose and, therefore, are not entitled to the benefits provided by BBR to its employees, including, but not limited to, fringe benefits, worker’s compensation, health and unemployment insurance, and pension plans or any other employee benefit. BBR will not pay federal or state withholding taxes in connection with the Services. CLIENT agrees to report and pay all applicable taxes. CLIENT represents and warrants to BBR that entering into this AGREEMENT and performing the Services will not violate BBR’s obligations to or contract with any employer or third person.
10. REPRESENTATIONS AND INDEMNIFICATION: Each party represents and warrants to the other that this Agreement has been duly authorized, executed and delivered by it; it has the full power and authority and is free to enter into this Agreement and to perform its obligations hereunder; this Agreement constitutes its valid and binding obligation, enforceable in accordance with its terms; and the making of this Agreement does not violate any agreement, right or obligation existing between it and any other person, firm or corporation, on the other hand.
Client shall defend, indemnify and hold BBR harmless, and its affiliates, officers, directors, employees, representatives, agents and shareholders, at Client’s expense, against all losses, liabilities, claims, obligations, costs and expenses (including, without limitation, reasonable attorneys’ fees) based on or arising out that BBR may incur or suffer and that arise or result from, or are related to, any breach or failure of Client to perform any of the representations and warranties contained in this Agreement.
11. TERMINATION: CLIENT shall be entitled to immediately terminate this AGREEMENT if in CLIENT ’s opinion, BBR fails to perform the Services to CLIENT’s reasonable satisfaction. CLIENT also can terminate this AGREEMENT at any time for any or no reason, by delivering at least fifteen days prior written notice to BBR . In the event of termination for whatever reason, BBR shall be entitled only to compensation for work completed or otherwise performed up to the date of termination and accepted by CLIENT , and CLIENT shall be relieved of any further obligations or liabilities to BBR , financial or otherwise.
12. ASSIGNMENT: This AGREEMENT may be assigned and any portion of this AGREEMENT may be subcontracted by BBR without the prior written approval of CLIENT. BBR may engage an agent or subcontractor to perform any of the Services without CLIENT’s prior written consent, and CLIENT is solely responsible for payment to, and the work of, any such approved agent(s) or subcontractor(s).
13. GOVERNING LAW: This AGREEMENT shall be governed by and interpreted in accordance with VIRGINIA law, without regard to conflict of laws principles. CLIENT hereby agrees to the exclusive jurisdiction and venue of courts in Virginia, in connection with all disputes arising out of this AGREEMENT and the Services.
14. COMPLIANCE WITH LAWS: CLIENT and BBR will comply with all applicable federal, state and local laws, rules and regulations in connection with this AGREEMENT and when performing the Services, including but not limited to non-discrimination in employment practices.
15. INVOICES: Unless stated otherwise on ATTACHMENT 1 or CLIENT has terminated the contract, BBR will automatically run the credit card on file for CLIENT at a monthly interval. Should the card be declined or payment not go through, CLIENT will pay balance within 15 days of being notified or BBR will terminate the relationship and CLIENT will not be eligible for the money-back guarantee as stated in ATTACHMENT 1.
16. NO CONFLICT OF INTEREST. BBR affirms that there exists no actual, potential or appearance of conflict between BBR and its business or financial interests (including, without limitation, those of his/her immediate family members also), and BBR’s performance of the Services.
17. RECORDS AND AUDIT. BBR shall maintain complete and accurate books and records in connection with performance of the Services, for at least three (3) years after termination of the AGREEMENT or completion of the Services, whichever is later. BBR shall deliver copies of such books and records to CLIENT or its designee, upon CLIENT’s request and at CLIENT’s expense. For at least three (3) years after termination of this AGREEMENT or completion of the Services, whichever is later, BBR will permit CLIENT or its designee (including without limitation, a government entity or agency) to access and audit such books and records upon reasonable advance notice and during BBR’s business hours.
18. INTEGRATION: ATTACHMENT 1 is hereby incorporated as part of this AGREEMENT, as if set forth in full in the body hereof. This AGREEMENT is the final and entire agreement between the parties with respect to the subject matter set forth herein, and supersedes all prior agreements, understandings, representations, and statements, whether oral or written. Neither this AGREEMENT nor any provisions hereof may be modified or amended unless in an instrument signed by both parties. If there is a conflict or ambiguity between a term in the body of this AGREEMENT and ATTACHMENT 1, the term in the body of the AGREEMENT shall be deemed to reflect the intent and agreement of the parties and prevail in meaning and interpretation.
ATTACHMENT 1
In accordance with the AGREEMENT dated ___________between BBR and CLIENT, BBR agrees to perform the following Services:
1. Create and have mailed a monthly postcard to CLIENT’s full database
a. CLIENT shall be responsible for all postage cost
2. Create and email a monthly item of value to CLIENT’s full database
3. Conduct quarterly phone calls to CLIENT’s database on CLIENT’s behalf
a. Phone calls will be voicemails to each member of the database
b. Phone calls will be conducted in January, April, July, and October
4. Create and mail direct to consumer a quarterly gift to no more than 25 members of CLIENT’s database
a. Should the CLIENT be classified as a team, meaning more than one licensed agent conducting one of more real estate transaction per year, CLIENT shall be responsible for the cost of said gifts and shall have the option to either:
i. Have the gift created and mailed direct to consumer on their behalf, OR
ii. BBR will create the gift idea and any necessary documents, such as gift tags, and send to CLIENT for CLIENT to purchase and deliver
b. Gifts will be delivered in February, May, August, and November
5. Conduct invitations on behalf of CLIENT for a quarterly party or event hosted by CLIENT
a. BBR will design the event cover
b. BBR will send invitations via email a minimum of two times leading up to the event
c. BBR will conduct a voicemail message and send to all members of CLIENT’s database notifying database of the event
6. Provide a 7-part e-course, online training videos, to CLIENT
a. CLIENT will use the videos to properly qualify their database
7. Conduct weekly, hour-long, group coaching calls via Zoom
8. Offer ongoing trainings as applicable to helping CLIENT succeed in their chosen field of business
CLIENT shall be eligible for a full, money-back guarantee twelve months from the signing of this agreement dated_________________should the following conditions be met:
1. CLIENT has a fully qualified database and all pertinent information (phone number, email address and home address) be fully filled in for each member of database
a. A qualified database consists of all members of a CLIENT’s database having confirmed that they (the member of the database) will work with or refer the CLIENT to anyone wanting to buy or sell a home
2. CLIENT fully pays and allows BBR to conduct services every month for a total of twelve months
3. CLIENT accurately and promptly (within 10 days of receipt) provides full and truthful information to BBR each month on the number of real estate transactions resulted from the CLIENT’s database as either a repeat client from the CLIENT’s database or a referral to the CLIENT from their database
4. CLIENT does not earn at least $.01 (one cent) more than the cost of the services paid to BBR for the twelve months
5. CLIENT must request his/her/its money back within 15 days of the end of the first twelve months of this agreement
6. Once the initial twelve months have passed from the date the agreement was signed, the CLIENT shall no longer be eligible for a money-back guarantee