Personal Wellness Coverage Sales Agent Agreement
This Sales Agent Agreement is entered into by 
, Inc., and AGENT
RECITALS:
WHEREAS , Inc. offers a Membership program to its members WHEREAS AGENT wishes to assist , Inc. in the development of membership, according to and in accordance with the terms of this Agreement:
NOW, THEREFORE, in consideration of the promises and covenants contained in this Agreement, the Parties agree as follows:
1. APPOINTMENT
, Inc. at this moment appoints AGENT as a non-exclusive Independent Sales Agent, and AGENT at this moment accepts such appointment. AGENT'S sole authority shall be to solicit new members and enroll them in , Inc. AGENT shall not have the authority to make any commitments whatsoever on behalf of , Inc., its programs, or itsbenefits.
2. TERM
This Sales Agent Agreement shall be effective for a period of twelve months unless earlier terminated by either party under the provisions of this Agreement. This Agreement shall automatically renew for additional twelve-month periods unless either party terminates the Agreement. Either party may terminate this Agreement without cause by giving the other party thirty (30) days written notice under the provisions of this Agreement. , Inc. may terminate this Agreement immediately for cause if AGENT breaches a material provision of this Agreement by giving AGENT written notice to the address provided in the Agent Profile.
3. OBLIGATION OF AGENT
Within the terms of this Agreement, AGENT shall perform the following services on behalf of , Inc:
- Shall solicit and enroll new members in , Inc.
- Shall fully understand and accurately explain the benefits of , Inc.
- Shall provide prompt and quality service before and after the sale.
- Shall conduct themselves in the highest character, with honesty, integrity, and fairness at all times.
- Shall provide information to members in a professional manner that is honest, relevant, and designed to meet the members' needs and appropriate to their circumstances.
- Shall abide by all state and federal laws and regulations.
4. OBLIGATION OF , INC.
Provide AGENT with training on , Inc.'s Prescription Drug Program to help ensure AGENT'S ability to effectively market , Inc. and its membership.
Provide support to AGENT as necessary.
5. COMPENSATION
See Addendum A
6. INDEPENDENT CONTRACTOR
AGENT is an independent contractor, and nothing contained in this Agreement shall be construed to
- give either party the power to direct and control the day-to-day activities of the other.
- constitute the parties partners, joint venturers, co-owners, or otherwise, or
- allow AGENT to create or assume any obligation on behalf of , Inc. for any purpose whatsoever.
7. INDEMNIFICATION
RxCare shall indemnify and hold AGENT harmless from any claims, damages, or lawsuits (including reasonable attorneys' fees) arising out of negligence or malfeasant acts of , Inc. AGENT shall indemnify and hold , Inc. free and harmless from any claims, damages, or lawsuits (including reasonable attorneys' fees) arising out of negligence or malfeasant acts of AGENT, its employees, or its sub-agents. AGENT agrees to abide by all state and federal laws concerning marketing, sales, and administering of memberships referenced in this Agreement. Should AGENT violate any such federal or state law or regulation, AGENT agrees to fully indemnify , Inc., including legal fees and costs defense and any fines or penalties concerning a violation of this provision. AGENT shall abide by the Telephonic Consumer Protection Act (TCPA), 47 U.S.C.227. Should AGENT violate any such federal or state law or regulation, AGENT agrees to fully indemnify , Inc., including legal fees and costs defense and any fines or penalties concerning a violation of this provision.
8. CONFIDENTIALITY
AGENT acknowledges that it will have access to certain information and materials concerning , Inc.'s business plans, sales materials, customers, technology, and products that are confidential property of , Inc. and substantial value to , Inc., which value would be impaired if such information were disclosed to third parties. AGENT agrees that it shall not use in any way for its account or the account of any third party, nor disclose to any third party any such confidential information revealed to it by , Inc. All such information shall be returned to , Inc. upon the termination of this Agreement.
9. TRADENAME
During the term of this Agreement, AGENT shall have the right to indicate to the public that it is an independent sales agent of , Inc. Nothing herein shall grant AGENT any right, title, or interest in , Inc.'s Tradename. At no time during or after the term of this Agreement shall AGENT attempt to register any trademarks, marks, or trade names confusingly similar to those of , Inc.
10. GOVERNING LAW, ARBITRATION, AND LEGAL FEES
This Agreement shall be governed by and construed according to the laws of the State of Florida. The parties agree that they will use their bestefforts to resolve any dispute arising from or relating to this Agreement. Any dispute that cannot be resolved amicably shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. Any such arbitration shall be conducted in Florida. Within fifteen (15) days after the commencement of the arbitration, each party shall select one person to act as arbitrator, and the two arbitrators so selected shall select a third arbitrator within ten (10) days of their appointment. Each party shall bear its costs and expenses and an equal share of the arbitrator's expenses and administrative fees of arbitration. The prevailing party in any legal action brought by one party against the other and arising out of this Agreement shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses, including court costs and reasonable attorneys' fees.
ENTIRE AGREEMENT
This Agreement sets forth the entire Agreement and understanding of the parties relating to the subject matter herein and supersedes any prior discussions or agreements between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by both parties.
SEVERABILITY
If any provision of this Agreement is determined to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect.
ADDENDUM A
Subject to all provisions of this Agreement, , Inc. agrees to pay the AGENT commission on paid memberships written and submitted by AGENT under the below Commission Schedule
Commission Type: Level Commission %: 8%
AS EARNED
All commissions shall be paid to AGENT "as-earned." AGENT must have earned a minimum of $100 in accumulated commissions before commissions will be distributed to AGENT. Upon termination of this Agreement, commissions will cease to be paid to AGENT once earned commissions become less than $100. AGENT agrees to guarantee personally and be immediately responsible for the re-payment to , Inc. of unearned commissions paid to AGENT for returned or refunded memberships. As additional security for the payment of any indebtedness under this Agreement, , Inc. shall have a first and prior lien against the compensation due AGENT under this Agreement. , Inc. may change the Commission Schedule attached to this Agreement at any time by providing written, electronic notice to the AGENT. Such changes shall only apply to subsequent membership sales.
COMMISSION ASSIGNMENT
AGENT shall be entitled to assign any or all of its rights and obligations hereunder to any of its subsidiaries, provided that AGENT shall remain fully and personally liable for the performance of all its duties.
END OF AGREEMENT
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