Phones for Good is a division of Movement Wireless Inc. The document below is expected to provide clarity of the relationship between each Phones for Good partner and Movement Wireless Inc.
MOVEMENT WIRELESS SALES AGREEMENT
Henceforth in this agreement "Registering Organization" will refer to any given organization or company that is (or has) registered to be included in the Wireless Sales program offered by Movement Wireless Inc. or one of its cause related affinity sales sites. The name, address and contact information for each Registering Organization will be captured as part of the registration process, and is legally used to represent each given organization.
This Wireless Sales Agreement (the "Agreement") is made and entered into by and between Movement Wireless ("Movement", a Nevada corporation and Registering Organization), as of the date the Registering Organization registers it's organization and agrees to the terms of this agreement (the "Effective Date").
Agreement
A. Movement Wireless Inc. is a pioneer in cause related marketing. Movement partners with cause related companies, organizations and non-profits. Movement Wireless Inc. owns and operates private and co-branded websites selling wireless phones and wireless service plans with the mission of sharing profits with organizations to help support their specific causes. Movement Wireless Inc. works with and through a number of Partner companies to help fulfill products and services, process payments, activate phones, provide customer services, etc. For the purpose of this document, Movement Wireless Inc. and its Partners will collectively be considered "Movement".
B. Registering Organization and MOVEMENT desire to establish a relationship to jointly promote Registering Organization's causes and programs where Movement will pay Registering Organization commission per Exhibit A (please see below).
In consideration for the mutual covenants and agreements contained in this Agreement, the parties hereby agree as follows:
1. Movement Wireless Sales Program.
(a) Movement shall develop, own, update, and operate a co-branded wireless web site (the "Co-Branded Site") on the behalf of a general cause, which Registering Organization can benefit from. Registering Organization and Movement will jointly develop a sales and marketing program (the "Movement Wireless Sales Program") in which Movement will pay Registering Organization commission per Exhibit A and Registering Organization will use commissions as they see fit to support their cause's efforts.
2. Use of Commissions. Movement pays commissions to Registering Organization and partners, but has no insight or legal responsibility for how or what manner these funds are used. The responsibility for how the funds are used is the sole responsibility of each Registering Organization.
3. Marketing and Promotion. Registering Organization shall actively promote the Co-Branded Site to members, supporters and their friends and families.
4. Records. Movement shall maintain complete and accurate records pertaining to the conduct and transactions of the Movement Wireless Sales Program, which shall, at reasonable times and upon request, be made available for review by Registering Organization.
5. Confidential Information. Both Parties acknowledge that they may come into possession of or become acquainted with certain Proprietary Information (as hereinafter defined) of the other party. The term "Proprietary Information" shall mean all information of a private, secret or confidential nature including but not limited to, information, whether written or oral, related to the disclosing party's business, business relationships or financial affairs, whether or not marked or otherwise designated as "confidential" or "proprietary" or with a similar legend indicating its proprietary nature. This information shall be treated as Proprietary Information and not shared with any other parties.
6. Further Assurances. The parties agree to cooperate with one another in good faith to promptly take such further actions as may be necessary or appropriate to implement and execute the Program, including the preparation and execution of such other agreements, attestations or other documents or instruments as may be necessary or appropriate to carry out the transactions contemplated in this Agreement.
7. Term and Termination.
(a) The term of this Agreement shall commence on the Effective Date, and, can be terminated at any time by either party within 30 days of written notice.
(b) Movement Wireless reserves the right to terminate this agreement at any time for inactivity within a given 180 day period without written notice to the Registering Organization.
8. Limitation of Damages and Warranties. OTHER THAN AS A RESULT OF ITS FRAUD OR ITS INTENTIONAL MISREPRESENTATION, IN NO EVENT SHALL ONE PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY MAKES ANY WARRANTY, EITHER EXPRESS OR IMPLIED, TO THE OTHER PARTY EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NO WARRANTIES ARISING FROM TRADE, CUSTOM, OR USAGE, HAVE BEEN MADE BY EITHER PARTY TO THE OTHER. THE WARRANTIES, IF ANY, DESCRIBED IN THIS AGREEMENT ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES (WRITTEN, ORAL, STATUTORY, OR IMPLIED) AND ALL WARRANTIES, OTHER THAN AS SPECIFICALLY SET FORTH HEREIN, ARE HEREBY RELEASED AND WAIVED BY BOTH PARTIES HERETO.
9. Independent Contractor Status. The parties to this Agreement are independent contractors. Movement shall not represent that it is authorized to enter into any agreement on behalf of Registering Organization. Nothing herein shall create a partnership, joint venture, agency or other association between the parties. Movement shall be solely responsible for payment of all compensation, taxes and benefits owed to its employees, including payment of employment-related taxes and Workers' Compensation Insurance.
10. Compliance with Laws. Each party agrees to comply with all local, state, and federal laws and regulations applicable to its performance under this Agreement.
11. Indemnity. Each party agrees to defend, indemnify and hold the other party harmless against all claims (including reasonable attorney's fees) resulting from or arising out of the indemnifying party's breach of this Agreement, other failure to perform its obligations under this Agreement, negligence, misconduct, or any material inaccuracy of any representation or warranty by that party set forth in this Agreement; provided, however, that such indemnity shall be conditioned upon the party seeking indemnification giving the other party prompt written notice of any claim and sole control of the defense of such claim. The obligations set forth in this paragraph shall survive the expiration or any termination of this Agreement, with respect to any claim, until the statute of limitations applicable to such claim has expired.
12. Notices. Any notice provided for hereunder shall be in writing and shall be delivered via email or fax to the address and number below. For information that must be physically mailed or certified, please request a physical mailing address by sending an email or fax to the address or number below and one will be provided for you.
Email: info@movementwireless.com
Fax : (800)763-3096
13. Governing Law; Entire Agreement; Severability. This Agreement shall governed by the laws of the State of Nevada. This Agreement, represents the entire agreement by and between the Parties except as otherwise provided in this Agreement, and it may not be changed except by written amendment duly executed by all parties. If any provision of this Agreement shall, for any reason, be held to violate any applicable law, and so much of the Agreement is held to be unenforceable, then the invalidity of such a specific provision in this Agreement shall not be held to invalidate any other provisions in this Agreement, which other provisions shall remain in full force and effect unless removal of the invalid provisions destroys the legitimate purposes of this Agreement, in which event this Agreement shall be cancelled. By accepting the terms of this agreement during the registration process, Registering Organization agrees with the terms of this Movement Wireless Sales Agreement.
EXHIBIT A
COMMISSION SCHEDULE
Movement agrees to pay Registering Organization the following Commissions in accordance with this Agreement. All Commissions are paid in United States currency, and are paid to the name of Registering Organization at Registering Organization's address. Movement shall make payment by the forth-fifth (45th) day following the last day of each calendar quarter in which such commissions accrued. Movement will not make payments for amounts due less than $100.00. Amounts due of less than $100.00 will roll forward into future quarters and be paid after the $100.00 threshold is met. Movement reserves and right to change the commission structure at any time, upon notifying its partners.
Commissions shall accrue in a given fiscal quarter upon the happening of the following three (3) events:
(a) the fulfillment by MOVEMENT of a purchase order for Private Label Products;
(b) the collection by MOVEMENT of the purchase price of the Private Label Products ordered by a Private Label Products Customer; and
(c) the collection by MOVEMENT of any amounts due from Suppliers as a direct result of the Final Sale of the Private Label Products to Private Label Customers.
New Post-Paid Lines of Wireless Service
For the Final Sale of each Standard Post-Paid New Line of Activation Unit:
- $40.00 for each single line unit (first phone on each plan, excluding contract extensions or upgrades)
OR
- $50.00 for each Family/Shared Plan (plan with between 2 or more lines, excluding contract extensions or upgrades)
Contract Extensions or Upgrades are paid $20.00 for each Contract, regardless of number of lines on the contract.
Completion of the registration process implies that Registering Organization is in agreement with the terms and conditions of the relationship as stated above.