Compensation Agreement for
Privileged Agent from Corporate Groups
 
This Agreement is made by and between Values Tax (“Company”) and you as the agent of Values Tax (“Representative”).
1.
Appointment: Company hereby appoints Representative as its own non-exclusive representative to solicit and perform services set forth in Addendum A.   Representative hereby accepts such appointment upon the terms and conditions set forth herein.
2. New Clients:  Values Tax holds proprietary ownership over the clients that solicited and generated by the Representative.
3. Billing Process:  Total fees for services and products shall be directly billed and collected by the Company. 
4. Sales Policies:   At any time, the fees and terms of sale of services and products shall be set forth by the Company. 
5.
Commission:  All commissions earned by the Representative will be paid on a monthly basis after the fees are collected or return filing is completed whichever is later. Incase commission is earned during last 15 days before the due date for filing will be processed only after April month (once the Tax Schedule is closed). All/Any expenses attributable to the collection of income earned shall be deducted from the net amount on which the commissions shall be calculated. Examples of such expenses are credit card charges, bad debts, collection or attorney charges, sales commissions etc.
6.
Term:  This Agreement shall continue in full force and effect from the date the company accepts representative’s inclusion until the termination date. (“Termination”), as set forth in a written notice given by one party to the other indicating that party’s election to terminate this Agreement.  Such Termination Date shall be at least 1 Month after the date of the giving of such notice of termination.
7.
Warranties:   All Products and services sold by Company pursuant to Representative’s efforts shall be accompanied by Company’s standard warranties.  Representative shall not modify such warranties and shall make no others representations concerning the Products and services other than those warranties or representations furnished in writing by Company.
8.
Trademarks and Trade Names:  Representative agrees that the Company is the exclusive owner of all trademarks and trade names relating to the Products and services that Representative may and shall use such trademarks and trade names for the purpose of advertising and promoting the Products and services for sale except as specifically set forth in this Agreement.
9.
Relationship:  Except as may hereinafter be set forth, Representative and Company are independent contractors and neither is nor shall be considered an agent, employee or legal representative of the other for federal or state tax purposes or for any other purpose whatsoever.   Representative has no express or implied authority to assume or create any obligation or responsibility on behalf of Company or to bind Company in any manner whatsoever.  Likewise, the Company has no express or implied authority to assume or create any obligation or responsibility on behalf of Representative or to bind Representative in any manner whatsoever. 
10.
Indemnification:  Each party hereto shall indemnify, defend and save the other harmless from and against any liability, loss, cost, expense or damage caused by reason of such party’s default under or breach of the Agreement.
11.

The Company’s General Responsibilities: During the term of this Agreement, Company shall:  

  • Actively promote the Alliance and safe of products and services offered by Representative.
  • Provide direct support for the sale and conversion of clients onto the Values Tax service.
  • Provide support for the promotion, training and implementation of the Values Tax products and services offered to clients.
12.

Representative’s General Responsibilities:  During the term of this Agreement or any renewal or extension thereof, Representative shall:

  • Actively promote the sale of Products and/or Services offered by the Company as described in Addendum A.
  • Handle inquiries, quotations and referral of new Clients.
  • Advise and assist Company on matters of sales and promotion of the Products.
  • Allow the Company to attend, present and promote the Values Tax products and Services at seminars, conferences or otherwise sponsored firm event as mutually agreed by both the Company and Representative.
13.
No Assignment:  Neither this Agreement nor any right there under maybe assigned or otherwise transferred by the Representative without the express written consent of the Company.  The Company, however, may assign the Agreement and all of its rights there under to any successor in interest.
14.
Non-Disclosure and Non-Competition:   The parties agree that because of the relationship contemplated by this Agreement, Representative will become aware of certain confidential information regarding Company’s business which, except for the relationship contemplated herein, would not have been available to it.   Accordingly, Representative will not at any time, directly or indirectly, disclose or use for its own benefit or for the benefit of others any Confidential Information (as hereinafter defined) for any reason, except as contemplated by this Agreement.  In particular, Representative shall make no disclosure of any financial information, contractual relationships, sales policies, marketing, sales or technical data, business plans or strategies and any past or contemplated future actions of the Company.  “Confidential Information” shall mean and include all of the foregoing items and any information concerning the Company’s trade secrets which may be disclosed to Representative or become known by it as a consequence of the business relationship between the parties, including but not limited to Clients, principals, contracts, prices, profit margins and non-public technical specifications or trade secrets.

During the term of this Agreement, and for twelve (12) months thereafter, Representative will not, directly or indirectly on behalf of any other person or entity in anyway, whether as an individual proprietor, partner, stockholder, officer, employee, consultant, director, joint venture, investor, lender or in any other capacity, compete with the business then done or intended to be done by the company, including calling upon any Clients of the Company, for the purpose of soliciting or providing to such Client any products or services which are the same as or similar to those provided or intended to be provided by the Company.  For the purpose of this paragraph, Clients of the Company shall include Clients existing upon the termination of this Agreement.  If any restriction set forth in this paragraph is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, of activities or geographic area as to which it may be enforceable, it being understood and agreed that by the execution of this Agreement, the parties hereto regard the restrictions herein as reasonable and compatible with their respective rights.

15.
Construction:  This Agreement shall be construed in accordance with the laws of the State of South Carolina (SC).  Company hereby consents to the jurisdiction of the courts of the State of SC and agrees that any legal action arising out of the Agreement shall be brought in Greer, State of South Carolina.  This Agreement represents the entire agreement between the parties and no provision may be modified or amended except by an instrument in writing executed by both parties hereto.  In the event that any provision or provisions of this Agreement shall be void, unlawful or unenforceable, such provisions shall be deemed stricken from this Agreement, but the Agreement shall not otherwise be affected and the remaining provisions shall remain in full force and effect.
16.
Notices: Any notice required or permitted by this Agreement shall be in writing and may be delivered by personal delivery or by postage prepaid registered or certified mail, return receipt requested.  Notices to Company shall be delivered to or address to it at its principal place of business.  Notices to Representative shall be delivered to Representative at the address set forth herein or to such other address as Representative shall from time to time give written notice of to Company.  Notices shall be deemed given upon the earlier of personal delivery or five (5) days after mailing of the same party.
17.
Compensation for Direct Referral: Those who do not opt to enter details under “refer a friend” program but wish to refer clients to Values Tax by placing electronic links on his/her/their personal/business homepage/blog?  The compensation for such an arrangement would be $ 10 per paid client referred by the representative through using such electronic media/means. The company would have a final say on the source from where the business was generated.
18. Compensation for Representative: The Compensation for the Representative for tax service shall be as allocated below (Representative to enter details for all referred clients on the Values Tax web application as required by “Refer a friend program”).
  • $10    – for Individual Tax Referral*  
  • $20    – for Business Incorporation Referral*  
  • $50    – for Business Tax Referral*  

* Eligible Referral Fee is one that is deemed to be eligible by Values Tax. The above referral fees are based on subject to become paid client condition only.

19. Other Terms & Conditions:
  • All amounts indicated in this document are in legal US Dollars.
  • Referral will be paid only on paid clients generated by the Representative
  • Referral for a month shall be paid on or before 15th of the month following the month for which referral business is generated or tax return is being filed whichever is later.
  • Only referral of new clients will be covered under this program. Very first credit/revenue generated to Values Tax shall be considered for the purposes for compensation payment, compensation shall not accrue on any subsequent receipts from the same client.
  • As part of our ongoing efforts we have not decided to include referral of employees from corporate group with which we have arrangements; however the client referred to us should be a new client and not an existing client of Values Tax and/ or any of its subsidiaries.
  • No Referral Bonus will be paid to referring agent / referrer if he/she receives discount.
  • All referral payouts shall be made only upon realization of cash from newly referred clients.
  • Terms and conditions of the Values Tax referral bonus plan could change at any time. Notice shall be provided at via email, updating on Values Tax site/web application, or via Postal mail.
  • Values Tax reserves the right to determine the nexus between the referred client and the referrer. Values Tax also reserves a right to deny referral bonus/fees to any person if it feels that the spirit behind this policy is abused.