QMSP Representation Agreement
This Agreement is made between Barons', Inc., with a principal place of business in Mobile, AL, and the MSP signing this document. In consideration of the mutual premises herein contained, Barons', Inc. and Contractor hereby agree as follows:
SECTION 1: ENGAGEMENT Barons', Inc. hereby engages Contractor as an independent contractor to render QuickBooks Technical Support, QuickBooks Consultation, direct sales services, selling Intuit products, in person, online or telephone, to business owners and managers. Contractor shall abide by all federal and state laws regarding solicitation and assumes sole responsibility for any violations thereof. This agreement is based on the following provisions:
1. Barons', Inc. resells products produced by Intuit, and operates under a contract with Intuit.
2. Additionally Barons', Inc. resells QuickBooks related products and services.
3. These products include but are not limited to QuickBooks Enterprise, QuickBooks POS hardware and software, QuickBooks payment solutions (merchant services) , QuickBooks payroll solutions, WorldPay payment solutions, QBox by CoralTree, Bill and Pay solutions, QuickBooks printed products from EI printing, and Carbonite. This list may change at any time.
4. Contractor agrees to promote and sell Intuit products and related products via Barons', Inc. by way of phone, email, in-person, or other applicable introductory Methods. Barons', Inc. agrees to represent contractor and his/her customer to offer products & services as needed.
SECTION 2: TERM This Agreement will become effective when signed by both parties and will remain in effect for one (1) year unless otherwise terminated by the parties as provided in this Agreement. If this Agreement is not terminated in writing at least thirty (30) days prior to its expiration date or any subsequent expiration date, this Agreement shall automatically renew for successive one (1) year terms.
SECTION 3: COMPENSATION In consideration for the services to be performed by Contractor, Barons', Inc. agrees to pay Contractor a commission based on the following: Barons', Inc. will assist in sales lead closing for QuickBooks and related products and services, application and sale processing. In exchange for the lead or introduction, Barons', Inc. will pay Contractor fifty percent (50%) of the sales commissions received from Intuit and other product and service providers on a perpetual basis for the life of the account. Sales commissions will be paid by Barons', Inc. to Contractor by the tenth (10th) day of the month following receipt of the commission from Intuit or other product and service providers. Sales commissions will be paid via direct Deposit (requires form completed), compensation will be posted to your account on the tenth (10th) day of each month or the preceding banking day if the tenth (10th) day falls on a holiday or weekend.
SECTION 4: EXPENSES Contractor shall be responsible for all expenses incurred while performing services under this Agreement. This includes licenses, permits, memberships, automobile and other travel expenses, lodging, meals and entertainment, insurances, taxes and all salaries, expenses and other compensation paid to employees or contract personnel the Contractor hires to complete the work under this Agreement. Contractor will furnish all materials, tools and equipment used to provide the services required by this Agreement.
SECTION 5: STATUS AS AN INDEPENDENT CONTRACTOR Contractor agrees to perform the Services hereunder solely as an independent contractor and understands that Contractor is not an employee for the purposes of any state laws and for federal tax purposes. Contractor shall not be eligible for any benefit programs offered by Barons', Inc. to its employees, including but not limited to workers compensation or medical insurance. Contractor agrees to carry workers compensation insurance for itself and its employees. Should Contractor’s workers compensation policy lapse or Contractor fails to obtain workers compensation insurance, Contractor waives any and all claims to Barons', Inc. for workers compensation insurance or injury. Barons', Inc. reserves the right to terminate this Agreement at anytime for Contractor’s failure to obtain or provide proof of workers compensation insurance. Barons', Inc. shall not be liable for withholding or paying for any local, state or federal taxes, worker's compensation, or unemployment insurance for or on behalf of Contractor or any other person contracted by or employed by Contractor in performing Services under this Agreement. All costs and expenses incurred by Contractor in performing this Agreement shall be the Contractor’s responsibility. Contractor will receive an IRS form 1099 for all compensation paid by Barons', Inc.to Contractor. Contractor shall set its work hours, work days and any other methods needed to fulfill Contractor’s obligations under this Agreement. Nothing in this agreement shall be deemed to create an employee-employer relationship.
SECTION 6: WARRANTIES AND REPRESENTATIONS Contractor represents and warrants that: i) It will promote Barons', Inc. business through various mediums when appropriate to include, but not limited to, Facebook, website search engine optimization, Twitter, & LinkedIn; ii) To provide sales and product training via various mediums to include, but not limited to live and recorded webinars, one on one telephone or live meetings, and printed materials; iii) The Services shall be performed as an independent business in accordance with, and shall not violate, applicable laws, rules or regulations, and standards prevailing in the industry and Contractor shall obtain all permits, licenses or permissions required to comply with such laws, rules or regulations; iv) The sales materials will not contain libelous, injurious, or unlawful material and will not violate or in any way infringe upon the personal or proprietary rights of third parties, including property, contractual, employment, trade secrets, proprietary information, and non-disclosure rights, or any trademark, copyright, or patent, nor will they contain any format, instruction, or information that is inaccurate or injurious to any person, computer system, or machine; v) Contractor shall not hold Barons', Inc. liable for injury or death occurring to Contractor or any of their employees or other assistants in the course of performing this Agreement; vi) Contractor will perform the Services in accordance with the specifications established by Barons', Inc.; vii) Contractor has full power and authority to enter into and perform its obligations under this Agreement; this Agreement is a legal, valid, and binding obligation of Contractor, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors' rights generally and equitable remedies); entering into this Agreement will not violate the Charter or By-laws of Contractor or any material contract to which it is a party. Barons', Inc. represents and warrants that: i) It will allow Contractor to use its name and address as sales office in promotional material. ii) To abide by any and all procedures and restrictions as set forth in its agreements with Intuit and the other providers of QuickBooks related services and products. These guidelines will be attached and considered part of this Agreement. iii) That it has full power and authority to enter into and perform its obligations under this Agreement; this Agreement is a legal, valid, and binding obligation of Barons', Inc., enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors' rights generally and equitable remedies); entering into this Agreement will not violate the Charter or By-laws of Barons', Inc. or any material contract to which it is a party.
SECTION 7: INDEMNIFICATION: Contractor agrees to indemnify and holds harmless Barons', Inc., its subsidiaries, and affiliates, and their officers and employees, from any damages, claims, liabilities, and costs, including reasonable attorney's fees, or losses of any kind or nature whatsoever ("Loss") which may in any way arise from the Services performed by Contractor hereunder, the work of employees of Contractor while performing the Services of Contractor hereunder, or any breach or alleged breach by Contractor of this Agreement, including the warranties set forth herein. Barons, Inc. shall retain control over the defense of, and any resolution or settlement relating to, such Loss. Contractor will cooperate with the Barons', Inc. and provide reasonable assistance in defending any such claim.
SECTION 8: TERMINATION Either party may terminate this agreement without cause upon thirty (30) days written notice to the other party. Barons', Inc. may terminate this agreement for cause without notice if Contractor is not fulfilling its obligations under this Agreement, is found to have committed any criminal offense or engages in any unethical or unprofessional acts.
SECTION 9: DAMAGES AND REMEDIES In the event of termination of this Agreement by Barons', Inc., Barons', Inc. shall have all remedies available to it at law and in equity. Any and all Materials prepared for and/or delivered to the Contractor prior to termination shall remain the property of Barons', Inc. and shall be returned to Barons', Inc. In the event of termination and provided that Contractor is not in material breach of its obligations hereunder, Contractor shall be entitled to keep all monies already paid and Barons', Inc.'s sole obligation shall be to pay Contractor the amount due for Services already acceptably performed and Materials already accepted, pro rata. In no event shall Barons', Inc. be liable for any lost profits or consequential, incidental or special damages. Contractor waives any and all right to injunctive relief in the event of any dispute with Barons', Inc., and Contractor's sole remedy in such a dispute shall be at law. SECTION 9:MEDIATION AND ARBITRATION If a dispute arises under this Agreement, the parties agree to take the dispute to mediation or arbitration prior to filing any action in court. Any mediation or arbitration shall be governed by the rules of the American Arbitration Association before a single arbitrator. Any such mediation or arbitration shall be conducted in Pelsor, Arkansas. The mediator or arbitrator shall be designated by mutual agreement of the parties or, if the parties cannot agree on an arbitrator within ten (10) days after a request for arbitration hereunder, each party shall designate one (1) arbitrator and the arbitrators so designated shall designate a third arbitrator who shall conduct the arbitration. If further court action is necessary to enforce this Agreement, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses in addition to any other relief to which they may be entitled. Further, both parties agree not to make disparaging comments about the other party during the term of this Agreement or for three (3) years after this Agreement is terminated.
SECTION 10: GENERAL TERMS Applicable Law: This Agreement shall be governed and construed in accordance with the laws of the State of Arkansas applicable to contracts made and fully performed therein, and the state and federal courts located in Arkansas shall have exclusive jurisdiction of all suits and proceedings arising out of or in connection with this agreement. Both parties hereby submit to the jurisdiction of said courts for purposes of any such suit or proceeding, and waive any claim that any such forum is an inconvenient forum. Severability: In the event that any part or parts of this Agreement are found to be void, the remaining provisions shall nevertheless be binding with the same effect as though the void parts were deleted. Furthermore, the court finding any part or parts of this agreement to be unenforceable is asked to interpret the remainder of the agreement in such a way as to provide reasonable provisions to replace those voided or unenforceable parts and to further the reasonable expectations and stated desire of the parties to this agreement to enter into a independent contractor agreement. Notices: Any notices to either party under this Agreement shall be in writing and delivered by hand or sent by nationally recognized messenger service, or by registered or certified mail, return receipt requested, to the address set forth above or to such other address as that party may hereafter designate by notice. Notice shall be effective when received, which shall be no greater than one (1) business day after being sent by a nationally recognized messenger service or three days after being sent by mail. Assignment and Delegation: Contractor shall not assign its rights or delegate its duties under this Agreement. Non-Exclusive and Non-Compete: This Agreement is non-exclusive with Contractor. Barons', Inc. may contract with other contractors to perform similar duties in the same territory as covered by this Agreement with Contractor. However, Contractor agrees not to sell competing products for other companies during the term of this Agreement. Further Contractor agrees after termination of this Agreement not to sell similar products in the same territory where Contractor sold the Services for a period of one (1) year. No Partnership: The parties to this Agreement recognize that this Agreement does not create any actual or apparent agency, partnership, franchise, or relationship of employer and employee between the parties. Contractor is not authorized to enter into or commit Barons', Inc. to any agreements, and Contractor shall not represent themselves as the agent or legal representative of Barons', Inc. Waiver: The waiver by either party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation. Entire Agreement: This Agreement represents the entire Agreement between the parties. The Agreement may not be amended, changed, or supplemented in any way except by written Agreement signed by both parties.
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Signed by Brandon Morris
Signed On: June 12, 2020
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Document Name: QMSP Representation Agreement
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