GENERAL MARKETING AGENT AGREEMENT
NETZEE, INC. a Georgia Corporation ("Servicer") and the undersigned ("Agent"), in consideration of their obligations in this Agreement and intending to be legally bound, agree as follows:
1. Definitions: For purposes of this Agreement:
a) "End-User" shall mean, an end-user bank or savings bank that meets the
qualifications and criteria applicable to such offering establishment
by servicer for solicitation by Agent from time to time.
b) "Master Services Agreement" shall mean the contract in the form, and
containing the terms and conditions (including price and payment
terms), established by Servicer from time to time for internet
banking, commercial cash management and telephone banking products or
services ("Services") provided or made available to End-Users.
c) A Master Services Agreement shall be "obtained from an End-User" if,
and only if, the Master Services Agreement has been executed by an
authorized representative of the End-User.
d) "Term" shall mean that period commencing on the date hereof and
lasting for a period of twelve complete months and any subsequent
2. Appointment: Subject to the terms of this Agreement, Servicer engages Agent to solicit End-Users to enter into Master Services Agreements with Servicer for its Services. Agent shall be the exclusive agent to solicit End-Users with respect to their proposed installation and use of the Services in Georgia, North Carolina, South Carolina, Alabama and Tennessee, and shall be a nonexclusive agent in all other locations. Servicer reserves the right to change the terms and conditions of its Master Services Agreement at any time. Servicer agrees to provide thirty (30) days notice to Agent of any substantive changes. Agent represents and warrants to Servicer that it has the authority to enter into this Agreement and to perform its terms fully.
3. Nature of Relationship: Agent agrees not to market, endorse, affirmative promote, or advertise or otherwise solicit End-Users on behalf of, any Services that are the same or similar to or that are competitive with the Services during the Term of this Agreement and for any period for which Servicer pays Agent any sums pursuant to this Agreement. Agent shall be an independent contractor. Nothing in this Agreement shall be construed to create any other relationship. Agent is hereby advised that, as an independent contractor, it has certain responsibilities under the federal and state tax laws.
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4. Responsibilities of Agent: The duties of Agent shall be to:
a) Use its commercially reasonable efforts to solicit End-Users to enter
into Master Services Agreement;
b) Conduct its business so as to maintain and increase the goodwill and
reputation of Servicer;
c) Pay all expenses incurred by Agent in the performance of its duties
under this Agreement, including (1) dues and fees for membership in
any local, state, or national trade association or attendance at
seminars or conventions; (2) local and long-distance transportation
expenses: and (3) expenses in connection with the solicitation of End-
Users and the operation of Agent's business, including telephone,
delivery, entertainment, and promotional expenses; and
d) Use only promotional material mutually agreed upon for purposes of
promotion of the Servicer's business.
5. Limits of Authority: Neither Agent nor Servicer shall, without prior written approval from an authorized representative of the other party, take any of the following actions:
a) Incur any expense or obligation, contractual or otherwise, in the name
of or on behalf of the other party; or
b) Disseminate any printed material regarding the other party or its
business or Servicer's business other than promotional and advertising
material which has been delivered by the other party for such use.
6. Payment of Commissions: Agent shall be compensated by Servicer for its Services by commissions on any Master Services Agreements for End-Users located within Georgia, North Carolina, South Carolina, Alabama and Tennessee and on the basis of commissions earned on any Master Services Agreement for End-Users located elsewhere. Commissions and requirements are set forth in a Commission Schedule attached hereto as Exhibit "A". The payment of any commissions to Agent shall be subject to all of the terms and conditions of this Agreement.
7. Statements: Servicer shall mail Agent a monthly statement showing commissions earned within twenty days after the end of each month. At no time shall Servicer be obligated to reimburse Agent for any expenses unless it agrees to do so in writing. Payment of the amounts reflected in such monthly statement shall be made within ten days after its transmittal.
8. Sales Support: Servicer shall provide sales support to Agent including promotional materials and sales representatives as reasonably required by Agent and agreed to by Servicer.
9. Voluntary Termination: Prior to completion of the initial Term or any renewal Term, either Servicer or Agent may terminate this agreement at any time without cause by giving the other party sixty (60) days prior written notice. The payment of commissions shall continue through the term of any Master Services Agreement entered into pursuant to this Agreement between Servicer and an End-User in the event of any termination provided that a party terminating the Agreement for just cause pursuant to Section 10 may cease all commission payments.
10. Involuntary Termination: Either party may terminate this Agreement immediately, without notice to either party for just cause. A termination shall be deemed "for just cause" if the other party:
a) Breaches any provision of this Agreement which breach is not
reasonably cured within sixty (60) days of written notice thereof by
the non-breaching p