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Terms and Conditions
AGREEMENT FOR SERVICES
This Agreement For Services ("Agreement") is made by and
between Initial Underwriting Group, LLC, a Florida limited
liability company (the "Company"), and the client (the
"Client").
ARTICLE 1
SERVICE BY COMPANY
1.01. Engagement.
Subject to and in accordance with the terms stated herein,
the Client hereby appoints and hires the Company to perform
the services specifically provided for herein ("Services").
It is agreed that the following terms and conditions shall
govern the Client's engagement of the Company to perform
said Services.
1.02. General Services.
The Company shall
use its best efforts to build and strengthen the Client's
financial and professional profile through, and by way
of, the Company's specifically designed and structured
procedure identified herein, and ultimately to identify
and direct the Client to, and make the Client marketable
to specific financial institutions to create opportunities
to obtain financing for the Client's particular business
or operation.
1.03. Client Qualification.
Beginning upon
the Client's initial contact with the Company, and pursuant
to the Qualification Fee stated in Section 2.01 of this
Agreement, the Company will perform an analysis of the
Client's professional and financial condition in order
to assess the viability of the Client's business and in
order to determine whether the Company's Services are
aligned with Client's goals to produce the intended results.
As part of this qualification process, the Client will
be required to provide to the Company certain documentation,
records and paperwork ("Records") regarding the Client's
business. These Records will include the Client's, or
the entity under which it operates, tax records and tax
returns, business plan, projected financials and evidence
of formation, incorporation or partnership. Following
receipt by the Company of the Client's Records, the Company
will create a private on-line account for the Client,
accessible only by the Client and the Company, which will
catalogue and organize for viewing, all of the Client's
Records. Such Records will then be reviewed by the Company
to determine whether the Client and its Records meets
certain criteria of completeness, accuracy and viability
related the Client's business in order to qualify to receive
the Company's Services. The failure by the Client to provide
such Records can result in a delay in qualification of
the Client or a denial by the Company of qualification.
Following the initial analysis of the Client and the requested
Records, the Company reserves the right in its sole discretion
to refuse to provide to the Client the services stated
herein.
1.04. Specific Services.
Upon the Client being
qualified with the Company as eligible for the Company's
Services, and pursuant to the Monthly Fee obligation stated
in Section 2.02 of this Agreement, the Company, as part
of its structured procedure, will perform the following:
(i) Register the Client's business in the Dunn and Bradstreet's
Data Universal Number System ("DUNS") and obtain a DUNS
Number for the Client's Business;
(ii) Direct and advise
the Client on an ongoing basis regarding specific actions
or steps which may be taken by the Client to build and
enhance the Client's Dunn and Bradstreet credit profile
("Paydex Score") in order to increase opportunities for
financing;
(iii) Provide a monthly Dunn & Bradstreet vendor
update to allow the Client to monitor the progress regarding
the Client's Paydex Score (The Company will first provide
each month to, and the Client must complete a Vendor Reference
Sheet prior to the Company providing a vendor update);
(iv) Evaluate the Client's business for strengths, weaknesses,
opportunities and industry trends and provide direction
to the Client to take advantage of or minimize the impact
of such elements noted by the evaluation;
(v) Direct the
Client to state specific websites and provide itemized
lists of suggested documentation which the Client should
obtain in order to operate its business;
(vi) Set up the
Client for the Company's automatic email campaign which
will inform and educate the Client regarding necessary
steps and procedures to build the Client's business and
credit profile and viability;
(vii) Assist the Client
in obtaining an Employer Identification Number from the
IRS;
(viii) Provide information regarding specific websites
which the Client may access to obtain information, advice
and direction related to business oriented issues;
(ix)
Identify potential lenders who may provide financing to
the Client and provide direction to the Client regarding
how to contact such potential lenders.
1.05. Performance
of Services.
The Company shall determine, in its sole
discretion, the timing of, and the method, details and
means by which it will perform the Services. The Company
will however reasonably attempt to render its Services
within time periods iterated by the Client due to Client
specific circumstances. The Client at all times will be
expected to follow the direction and procedure of and
to take the actions directed by the Company with regard
to those steps necessary to achieve the stated result.
Any such failure on the part of the Client to follow the
directions and procedures of the Company will negatively
impact the ability of the Client to achieve the desired
results specified in this Agreement. The Company will,
upon written request by the Client, provide a reconciliation
of all Services performed by the Company on behalf of
the Client.
1.06. Excluded Services.
The Client hereby
acknowledges that the Company is neither a law firm, accounting
firm, lending institution or financial broker, and can
not advise the Client on, nor provide any advice regarding
any legal, tax accounting or underwriting related issue
or matter. Further the Company does not offer financing,
broker loans, or negotiate any legal, tax or financial
matter with any third party or governmental agency on
the Client's behalf.
1.07. No Guaranty of Outcome.
Client
acknowledges that the Company is only providing advice
which is reasonably calculated to improve the Client's
credit score, Paydex Score and business profile ("Business
Ratings"), and further that the Company's success in improving
the Client's Business Ratings is directly related to the
Client's efforts to follow all Company instruction and
direction. The Company does not warrant or guarantee that
the Client will recognize an improvement in its Business
Ratings as many other factors affect these numbers aside
from those matters on which the Company may advise on.
Further, in cases where the Client does recognize an improvement
in its Business Ratings, the Company, in identifying potential
lenders, does not warrant that any such identified lender
will extend financing to the Client, as each lender operates
pursuant to its own set of lending conditions and underwriting
guidelines which are subject to periodic adjustment by
such lender and over which the Company has no control.
1.08. Responsibility of the Client.
The Company is not
affiliated with or related to Dun & Bradstreet and shall
not be liable or responsible for errors made by Dun &
Bradstreet in reporting any information regarding the
Client. The Client shall be solely responsible for working
directly with Dun & Bradstreet as may be necessary in
order to clarify or correct any reporting errors made
by Dun & Bradstreet. It shall also be the Client's sole
responsibility to ensure that it operates its business
in full compliance with all laws, codes, regulations and
ordinances of any governmental entity having jurisdiction
over the Client's business ("Laws"). The Company's review
and evaluation of the Client and its business is not a
warrant or guaranty that the Client is in compliance with
all such Laws.
1.09. Termination.
This Agreement may be
terminated at any time by the Client upon 30 days prior
written notice to the Company. The Company may terminate
this Agreement at any time, if in its sole discretion,
the Company believes either that the Client is not following
the instruction or direction of the Company, or that the
Client would not realize any further benefit from the
Company's rendering of any of its Services on behalf of
the Client.
ARTICLE 2
COMPENSATION
2.01. Qualification
Fee. In consideration of the services performed by Company
pursuant to Section 1.03 in collecting and categorizing
Client's Records, creating Client's on-line account and
reviewing such for completeness, the Client agrees to
pay to the Company a non-refundable fee of $995.00 ("Qualification
Fee"). The Qualification Fee will be due and payable immediately
upon demand by the Company following the Client's initial
contact with the Company. The Company can withhold performance
of the Client evaluation and qualification until such
time as the Qualification Fee is paid in full.
2.02. Monthly
Fee.
Upon the Client's qualification, the Company shall
render the Services detailed in Section 1.04 as deemed
needed by the Company. Client agrees to pay the Company
until such time as this Agreement is terminated, a flat
fee of $90.00 per month ("Monthly Fee") for each month
during which any Service is performed on behalf of the
Client, notwithstanding the time spent or number of Services
actually performed during any such month. The Month Fee
shall be immediately due and payable upon receipt by the
Client of an invoice for the Monthly Fee.
ARTICLE 3
GENERAL
PROVISIONS
3.01. Confidentiality and Proprietary Property.
The Company covenants and agrees that all Records provided
by the Client shall remain solely the proprietary interest
of the Client and the Company shall return all such Records
upon written demand of the Client. Company and Client
mutually covenant and agree with each other that neither
party shall disclose any information to any person or
entity, which is not generally known to the public, and
which is disclosed to or acquired by either party directly
or indirectly due to the relationship between Company
and Client pursuant to this Agreement, including but not
limited to information relating to the research, operations,
clients and business activities of either party or their
affiliates. Neither party shall use the other's trade
name or any trade mark without the prior written consent.
Further, the Company shall not divert or attempt to divert
or take advantage of or attempt to take advantage of any
actual or potential business or opportunities of the Client
or its subsidiaries, affiliates, distributors or representatives,
which the Company became aware of as the result of Client's
engagement of the Company.
3.02. Dispute Resolution.
Any
dispute arising between the Company and the Client related
to this Agreement shall be settled only through binding
arbitration conducted pursuant to the rules of the American
Arbitration Association and venued exclusively in Columbus,
Ohio and shall be governed by and construed in accordance
with the laws of the State of Ohio. The Arbitrator's decision
shall be final and binding upon the parties, and may be
entered and enforced in any court of competent jurisdiction
by the prevailing party. The party against whom the Arbitrator
rules shall be solely responsible for all costs associated
with the arbitration proceedings. In the event any such
arbitration results in a finding against the Company,
the Company's liability notwithstanding any such finding,
shall not exceed the total compensation paid by the Client
to the Company pursuant to this Agreement.
3.03. Relationship
of Parties and Indemnification.
Nothing contained in this Agreement shall be deemed to
constitute, whether expressed or implied, a partnership,
joint venture, employment or agency between the Company
and Client, other than the relationship for the sole purpose
of providing the Services specifically detailed in this
Agreement, and neither Client nor Company shall represent
otherwise to any other person or entity. Client shall
indemnify the Company and defend, waive and hold the Company
harmless from all claims, liability, damage, loss, fees,
fines, penalties and expense, including, without limitation,
attorneys' fees, arising out of any act or omission by
the Client in the operation of it business or incurred
due to the failure of the Client to follow the instruction
and direction of the Company or to operates its business
in compliance with all Laws. The provisions of this Section
3.04 shall survive termination or expiration of this Agreement.
3.03. Partial Invalidity.
In the event that any provisions
of this Agreement shall be deemed void or invalid by a
court of competent jurisdiction, the remaining provisions
shall be and remain in full force and effect and the Client
hereby confers upon such court the power to replace such
void or invalid such provisions with such other enforceable
and valid provisions as near to the original provisions
in form and effect.
3.04. Authority.
Each person executing
this Agreement on behalf of a party hereto does hereby
represent and warrant that such person has the full right
and authority to execute this Agreement on behalf of such
party and that such party is authorized to enter into
this Agreement.
3.05. Notices.
All notices, demands, consents
or approvals which may or are required to be given by
either party to the other hereunder shall be in writing
and shall be deemed to have been fully given when deposited
in the United States mail, postage prepaid, registered
or certified mail, return receipt requested and addressed,
or when delivered to any reputable private overnight courier
utilizing written proof of delivery.
3.06. Entire Agreement
of the Parties.
This Agreement supersedes any and all
agreements, both oral and written, between the parties
with respect to the rendering of services by Client for
Company, and contains all of the covenants and agreements
between the Parties with respect to the rendering of these
services in any manner whatsoever. Modification of this
Agreement will be effective only if in a writing signed
by the parties.
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