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(generic template - you will be asked to agree to a specific contract when you sign up) PARTIES This comarketing agreement is made between Anonymizer, Inc., a California corporation having its principal place of business at 8415 La Mesa Blvd., Suite 3, La Mesa, California 91941, referred to as ANONYMIZER, and {comarketer name}, whose address is {comarketer address}, referred to as MARKETER. RECITALS A. ANONYMIZER is engaged in providing anonymous access to Internet services and providing other products and services as defined in this agreement. B. MARKETER desires to market ANONYMIZER's services. In consideration of the premises and mutual covenants set forth in this agreement, it is agreed by and between ANONYMIZER and MARKETER: II. CONSIDERATION MARKETER agrees to use its best efforts to market ANONYMIZER's services and ANONYMIZER agrees to pay MARKETER commissions as specified below on all sales made by MARKETER. III. TERM The term of this agreement shall be from {signup date}, through {1 year from the date}. MARKETER shall have an option to annually renew this agreement at the end of that time. Notice of the exercise of such option shall be given to ANONYMIZER in writing not less than thirty (30) days prior to the expiration date of this agreement. In this connection, if MARKETER has met its quota as set forth in this agreement, such renewal for 1 year shall be deemed automatic unless MARKETER notifies ANONYMIZER in writing of its intention not to renew the agreement. IV. COMMISSIONS MARKETER shall receive a commission of 15.00 percent on all sales made. Such commission shall be based on the retail selling price of the first periodic payment made by all customers signing up for a service from ANONYMIZER, but will not include a percentage of setup fees. Commissions shall be paid out at the end of any month when more than $100.00 (usd) is owed to MARKETER. Commission payments shall be issued in U.S. dollars. V. MARKETER'S RESTRICTIONS MARKETER agrees not to sell, directly or indirectly, any other similar products or services without the express prior written consent of ANONYMIZER. MARKETER accepts the above license to sell such product and agrees to devote its best efforts to making such sales in accordance with this agreement. VI. INDEMNIFICATION This agreement does not make MARKETER the agent or legal representative of ANONYMIZER for any purpose whatsoever. MARKETER is not granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of ANONYMIZER or to bind ANONYMIZER in any manner or thing whatsoever either by ANONYMIZER's acts or the acts of ANONYMIZER's agents, employees or attorneys. MARKETER covenants and agrees to indemnify ANONYMIZER for any and all claims of judgments arising from actions of MARKETER or MARKETER's agents, employees, or attorneys that create an obligation on part of ANONYMIZER other than as set forth in this agreement. This covenant does not negate or modify any implied warranties of merchantability or fitness of purpose. VII. TERMINATION This agreement shall continue in force and govern all transactions and relations between the parties until cancelled or terminated. Either party may cancel or terminate this agreement with cause, including any breach of the provisions of this agreement, provided the party desiring to terminate and cancel the agreement gives to the other notice of at least 30 days prior to the effective date of such cancellation, such notice to be given by written notice at the address set forth above. Any bona fide order accepted by ANONYMIZER shall not in any way be affected by such cancellation or termination. VIII. SOLE CONTRACT It is declared by both parties that there are no oral or other agreements or understandings between them affecting this agreement or relating to the selling of the product specified. IX. SALE TO ANONYMIZER OR SUBSIDIARIES ANONYMIZER reserves the right to sell its products to any and all departments and subsidiaries of ANONYMIZER without compensation or commission to MARKETER. X. ACCEPTANCE OF ORDERS All orders received by ANONYMIZER are subject to acceptance by ANONYMIZER, and ANONYMIZER agrees that it will endeavor to fill the orders as promptly as practicable; however, all orders, whether a delivery date is specified or not, shall be subject to delays in manufacture or in delivery due to any cause beyond the reasonable control of ANONYMIZER. MARKETER expressly releases ANONYMIZER from any liability or loss arising from the failure of ANONYMIZER to fill any orders of MARKETER because of causes beyond the control of ANONYMIZER. XI. ADVERTISING MARKETER agrees to utilize its best efforts in the sale of ANONYMIZER's products. MARKETER shall pay all of its own expenses including all expenses of sales personnel and sales organization. XII. PERSONAL CONTRACT This agreement constitutes a personal contract and MARKETER shall not transfer or assign the agreement or any part of the agreement without ANONYMIZER's consent being first obtained in writing. XIII. WAIVER Failure of either party at any time to require performance by the other party of any provision of this agreement shall in no way affect the full right to require such performance at any time thereafter. The waiver of either party agreed to any provision of this agreement shall not be taken or held to be a waiver of any succeeding breach of such provisions or as a waiver of the provision itself. XIV. APPLICABLE LAW This agreement shall be interpreted, construed, and governed by the laws of the State of California. Executed on the World Wide Web address of {current web address}, on {signup date}. |
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Copyright ©1998 Anonymizer Inc.