INDEPENDENT PARTNER AGREEMENT

    ​ELECTRONIC SALES PARTNER AGREEMENT (this "Agreement") Small Business Digital Toolkit (SBDT)

    W I T N E S S E T H: Where as, Small Business Digital Toolkit desires to obtain the services of representation in representing the Small Business Digital Toolkit brand, services and assisting in doing business in the "Territory" area defined hereinafter; and WHEREAS, Representative represents that he/she/ has extensive knowledge of business opportunities, laws, governmental regulations and procurement practices and desires to represent the Small Business Digital Toolkit brand in the "Territory" and NOW, THEREFORE, in consideration of the mutual agreements and obligations and covenants herein contained, the parties agree as follows:

    Representation Appointment:
    Small Business Digital Toolkit will appoint said partner to be its representative of the Small Business Digital Toolkit services in the performance-based "Territory" area described below which is enter hereto and incorporated herein by reference (the "Territory.") Partner shall be protected in the Territory so long as partner adheres to the terms and conditions described herein.

    Independent Partner: 
    In making appointment, partner is and shall remain, an independent business partner and nothing herein shall be deemed to imply or create a relationship of employee and employer. Partner shall not represent that he/she has the power or authority to enter into any agreements or contractual obligations on behalf of Small Business Digital Toolkit.

    Partner Obligations. During the term of this Agreement, Partner Agrees:

    To maintain adequate contacts and sales personnel in the territory necessary to solicit, develop and promote the sale of our services actively.

    To obtain and transmit to Small Business Digital Toolkit information pertaining to the technical needs and requirements of potential customers in the Territory as is applicable to the service;

    To provide assistance to Small Business Digital Toolkit in discussions, preparation of proposals, and negotiation held in the territory leading to selling the service therein;

    To provide reasonable effort to assure active participation and attending indenpendent partner sales meetings and training sessions held by Small Business Digital Toolkit or our partners. 

    Small Business Digital Toolkit obligations. During the term of this Agreement, SBDT agrees to the following:

    To provide Independent Partner, at no cost, electronic materials relating to the service necessary to support service promotion and sales efforts;

    To respond within reasonable time to requests for pricing and questions of the services being provided. 

    To provide Independent Partner with current information as to technical improvements in the services. 

    To make timely payments of commission and fees earned as specified herein.

    To prepare proposals and other paperwork arising therefrom upon reasonable notice by representative and upon representative providing accurate and sufficient information.

    Commission. 
    The commission payable as described in this article to representative for a sale of service is thirty percent of the onboarding fee set for that web design service. The commission shall be calculated based on the sale amount of on-boarding fee including promotion prices. 

    Payment of Earned Commissions. The Sales Commissions shall be paid as follows:

    Earned commissions are paid weekly; on or about every Friday of that week. 

    Over Payments. 
    Over payment of any of the commissions described herein by Small Business Digital Toolkit to the representative resulting in a downward adjustment of the price for the purchase etc. of the service, any failure to receive payment, repudiation or failure to complete the terms of any contract relating to the services at no fault of Small Business Digital Toolkit, representative, upon notice from Small Business Digital Toolkit shall ensure such over payment to be repaid.

    In addition to any other remedy we may have, Small Business Digital Toolkit may withhold from subsequent commissions due to representative for the amount of such over payment. 

    TERM OF AGREEMENT AND TERMINATION

    Termination By Either Party. 
    This Agreement may be terminated by either party at any time in writing from the terminating party with at least a five day notice. 

    Company Termination. 
    Small Business Digital Toolkit may terminate this agreement at anytime without reason.

    Return of Materials Upon Termination. 
    Upon termination of this agreement, representative shall immediately return to Small Business Digital Toolkit the following: all materials, copies of all client lists, Small Business Digital Toolkit "Sales & Marketing" book, data sheets, samples, models, technical documents, drawings, blue prints, and other written materials (the "Sales Materials"), which Small Business Digital Toolkit provided to representative.

    Small Business Digital Toolkit reserves the right to withhold any and all commissions until the return of all materials and products noted above reasonably requested herein by Small Business Digital Toolkit at the time of termination.

    Payments Upon Termination. 
    Termination of this Agreement shall not relieve either party of the obligation to pay to the other any amounts payable at the time of termination or which were earned during the Term and payable in the future, except as set forth in the above paragraph.

    Representative's Remedies. 
    Upon termination of this agreement for whatever reason, Small Business Digital Toolkit sole liability to partner, whether by claim or right in court or otherwise, shall be to pay previously earned but unpaid commissions to partners, except as set forth in this section. In no event shall Small BusinessDigital Toolkit be liable for consequential or punitive damages of any kind for:

    (A) Lost profits, real, anticipatory or otherwise;
    (B) Lost goodwill, creation of clients, damage to reputation; or
    (C) Advertising, marketing cost at partner expense. 

    Partner Goals.
    Small Business Digital Toolkit have established annual minimum partner goals. ("Partner Goals"). Independent Partner shall review the "Sales Goals" quarterly and shall adjust the same accordingly to Small Business Digital Toolkit then current corporate sales and marketing plan for the territory area. Failure to achieve these quarterly "Partner Goals" may result in adjustments in the territory area, including, but not limited to reducing territory size, increasing the number of indenpendent partners working within the territory or terminating this agreement.

    CONFIDENTIALITY AND CONFLICT OF INTEREST

    Confidential Information.
    During the Term, Independent Partner agrees not to divulge to anyone, except in the performance of his/her duties hereunder, or make use of information and knowledge relating to:

    Any projects for Small Business Digital Toolkit upon which representative shall have worked or shall be working;

    Knowledge of any of Small Business Digital Toolkit business, which representative shall have obtained during the term which is not generally known in the public domain; or any proprietary or closely held information of Small Business Digital Toolkit not generally available to third parties.

    Non-Competition.
    Independent Partner may not render service to others in a consulting or agency similair to Small Business Digital Toolkit and shall not serve any business or organization, or engage in any business on Independent Partner own behalf which sponsors, produces or sells products or services which compete with or conflict with services provided by Small Business Digital Toolkit business. 

    Arbitration.
    Any and all disputes, controversies, claims, or other disagreements arising out of or relating to this Agreement or the actual or alleged breach thereof shall be finally settled through arbitration in accordance with rules of the American Arbitration Association. The arbitration shall be held in California and shall be conducted under and in accordance with the American Arbitration Association Rules applicable to California using the rules of law not equity. Such arbitration shall be conducted in English and will be conducted on confidential basis in accordance with the terms of the Agreement.

    Governing Law. 
    The laws of the State of California shall govern this agreement.

    Entire Agreement.
    This Agreement supersedes and replaces all prior sales or representation agreements between Small Business Digital Toolkit and Independent Partner and cannot be assigned or transferred by either party without the prior written consent. 

    Indemnification.
    Independent Partner indemnify and hold harmless Small Business Digital Toolkit from any liability, loss, or damage whatsoever, for injuries (including death) to employees or principals of partner arising out of partner's performance of this agreement or from any losses whatsoever arising out of the partners breach of this agreement.

    Conduct.
    Partner shall at all times conduct business in accordance with the laws of their territory area and shall insured that actions do not violate any regulations to which Small Business Digital Toolkit as a company or any hire parties is bound reliable. Partner agrees to provide small Business Digital Toolkit upon request a certification that he/she has not violated the provisions of any such regulations. 

    Notices. 
    Any notices or order provided for in this Agreement shall be provided in writing to the other party at the email address or phone number enter below.

    Subsequent Questions. 
    Although this agreement attempts to address all contributions of circumstances, it is possible that questions will arise which are not adequately answered by this agreement . In such cases, the specific decision of Small business Digital shall be binding unless writing noticed from president of the company or approval personnel.

    Assignment. 
    ​Agent may not assign this agreement to any third party person or individual without the express written consent from Small Business Digital Toolkit president or approval personnel.

    IN WITNESS WHEREOF, the parties hereto have entered into this agreement the day and year below.
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