Reseller Partner Agreement

1.1 The relationship between the parties shall at all times be that of independent contractors. No employment, partnership or joint venture relationship is formed by this Reseller Agreement and at no time may the Reseller position itself as affiliated to guHRoo, except as an independent reseller or independent sales agent. In view of this independent relationship the Reseller shall not enter into any agreements on behalf of guHRoo, shall make no warranty either expressed or implied on behalf of guHRoo and shall not incur any expenses on behalf of guHRoo.

guHRoo appoints Reseller as an authorized reseller for purposes of finding new potential clients, educating them on the benefits of guHRoo’s Services, and moving them through a sales process. Such Reseller authorization is limited to the geographic areas where guHRoo has the ability to provide the Services.

1.2 Reseller has no authority, without the prior written consent of guHRoo, to bind guHRoo to any contract, representation, understanding, act or deed concerning guHRoo, the Services, or any other service or product offered by guHRoo that is outside the scope of this Agreement. Reseller shall make no representations or warranties concerning the Services or Reseller’s agency relationship with guHRoo, unless such warranty or representation is authorized in writing by guHRoo. In addition, Reseller shall not make any representations or warranties concerning prices, terms or delivery, performance of the Services, terms of payment, or conditions of sales except to the extent such representations are authorized in writing by guHRoo.

1.3 This reseller agreement does not grant exclusive rights to the Reseller to act as reseller on behalf of guHRoo and the Reseller shall have no rights under any other agreements entered into by guHRoo with other Resellers. guHRoo may appoint other resellers and sales representatives for the Services within any territory that Reseller does business.

2.1 Throughout the term of this Agreement, Reseller shall use reasonable efforts to endorse and promote guHRoo and its services, as well as to identify and sell new potential customers (including, but not limited to, business acquaintances, customers, clients, and associates) the Services of guHRoo. Reseller shall adhere to and comply with any prevailing practices and procedures that relate to the sales process of clients for the use of the Services.

2.2 Reseller agrees to run their sales process in accordance with the training and information provided by the guHRoo team and act in only an ethical manner at all times.

2.3 Subject to and in addition to the conditions of Section 3 herein, Reseller shall be entitled to compensation hereunder only for those clients with whom Reseller has run the sales process and introduced the Services.

2.4 Reseller agrees that, for each potential client whom guHRoo’s Services are sold to under this Agreement, the Reseller has the authority to bind the agreement with guHRoo on behalf of the potential customer, has disclosed the potential receipt of fees under this Agreement to the potential customer, and has no conflict of interest with the potential customer or with guHRoo in receipt of such payment. Reseller represents that neither it nor, to its knowledge, any director, officer, shareholder, partner or member of it, is an affiliate of guHRoo.

The terms and conditions of the reseller agreement will be set aside if the Reseller is a party to an employee agreement or employment guidelines that preclude providing leads or referrals for a Lead Finder Fee or Reseller Commission or is prohibited from receiving referral fees by law or otherwise.

3.1 So long as this Agreement is in effect, Reseller may receive from guHRoo a reseller commission for a client who was sold guHRoo’s Services by Reseller within 6 months of being logged as an Opportunity in the partner portal by Reseller. In order for Reseller to receive the reseller commission,

1. Reseller must have completed the approved Reseller lead form or have the Lead approved in the CRM by a guHRoo representative.
2. The potential client must not already be a guHRoo client or an Active Lead/Prospect (defined below) and must not have already (previously) been referred by another Reseller partner within the last six months.

A guHRoo “Active Lead/Prospect” shall mean any organization which is already in guHRoo’s prospect spreadsheet or CRM database and has been contacted in the last 3 months by a guHRoo sales representative (or authorized partner) and has indicated a desire to learn more about guHRoo in preparation for a purchase decision.

Reseller must also have complied with the requirements of section two of this document to qualify to receive the Reseller Commissions, most specifically promotion of guHRoo to the potential new client, as well as running the sales process independent of guHRoo support.  (Note: Providing a lead without completing the sales process may qualify for a “Lead” finder’s fee, covered under a separate agreement)

3.2 guHRoo will inform the Reseller within 10 days of the date of opportunity or lead submission, if the prospect/ opportunity is ineligible for a Reseller Commission.

4.1 The Reseller Commission shall be calculated as a percentage of revenue or discount on the Services sold by the Reseller as a direct result of the Reseller’s business development efforts. This includes ongoing Processing Fees for Services. Processing Fees include ongoing Fees for services such as Payroll Processing, Timekeeping, HR Support Services, and Consulting. Fees for items such as Delivery, W2’s, and Implementation are not included in Processing Fees.

4.2 ERG shall be obligated to pay the Commission to Reseller for a specific new client if, and only if, the following conditions are satisfied:

4.2.1 The Services have been paid for.  As defined below, Commissions will be paid as customer payments are received.

4.2.2 The Reseller meets the qualifications of Section Three

4.3 Commission payments will be made in accordance with South Carolina and Federal payroll tax guidelines for an independent contractor.  Resellers will receive a 1099 tax form at the end of each year if they take commission in lieu of discounted rates for their Clients.  Resellers shall bear sole responsibility for payment of taxes owed by Reseller on the Commission.

4.4 Commission payments equaling more than $25 will be paid monthly within 10 days of payment by the customer to guHRoo. If the total Commission is less than $25 per month, the Commission will be paid quarterly. Commission payments will be made as incremental payments are received from the customer.

4.6 In the event that the new Client was referred to guHRoo from more than one authorized guHRoo Reseller, guHRoo will pay the Commission to the Reseller who met the Reseller Eligibility Requirements of Section 3.

5.1 All documents, data files, information and other materials made available to Reseller in connection with this Agreement, including without limitation all information regarding services, guHRoo clients (including those customers and potential customers referred to guHRoo by Reseller), marketing data, business plans, and technical information (collectively “Confidential Information”) shall be deemed to have been furnished to Reseller in confidence and shall remain the exclusive property of guHRoo both during the term of this Agreement and after this Agreement is terminated or expired. Reseller shall treat as trade secrets and keep in strict confidence all Confidential Information it acquires from guHRoo at any time or develops for or on behalf of guHRoo, and Reseller will not at any time during the terms of this agreement or thereafter use such Confidential Information for its own benefit or disclose or permit any of its employees, agents, or representatives to disclose such Confidential Information to any person or entity without a written consent from guHRoo.

5.2 guHRoo shall retain full ownership of all Referred Clients that Reseller refers to guHRoo or sells new Services to under this Agreement, including all information relating to such Referred Clients.

6.1 Reseller agrees that guHRoo retains ownership rights in and to certain intellectual property, including without limitation any guHRoo trademark, service mark, trade dress, advertising, any associated goodwill, whether presently existing or later developed (collectively “Intellectual Property”). Reseller agrees to sign any document as reasonably required to effect recording or protection of any such property.

6.2 If approved in writing in advance by guHRoo, Reseller may use advertising that is associated with any Intellectual Property. Reseller may use such advertising materials only upon the terms and conditions stated by guHRoo from time to time. Reseller may not modify or delete any Intellectual Property it uses without the written consent of guHRoo.

7.1 The term of this Agreement shall begin on the commencement date and continue for a twelve month period from this date. Agreements can be extended by mutual agreement of the parties.

At any time, either party may terminate this Agreement upon providing the other party thirty (30) days advanced written notice. The agreement will renew for 12-month Renewal Periods following the end of the Initial Term unless terminated by either party with 30 days written notice prior to period end. Upon termination by either party all outstanding referral fees due to the Referrer at that time shall be settled in full within thirty (30) days.

7.2 guHRoo shall be responsible for paying any and all Commissions owed to Reseller under this Agreement only for those Reseller Clients that are signed up for guHRoo Services before the effective termination date of this Agreement.     Remuneration claims are waived unless made in writing to guHRoo within sixty (60) days of which such remuneration would have been payable.

7.3 The provisions of Sections 5.1. 5.2, 6.1, 8.1, 8.2, 8.3 and 8.5 shall survive termination of this Agreement.

8.1 Unless guHRoo notifies Reseller otherwise, guHRoo disclaims all warranties with regard to services rendered under this Agreement, including all implied warranties of merchantability and fitness for a particular purpose. Reseller shall extend no warranties or guarantees without the pre-approval of guHRoo, orally or in writing, in the name of guHRoo or which would bind guHRoo with respect to the performance, design, quality, merchantability, or fitness for a particular purpose of the Service. Neither guHRoo nor its affiliates, subsidiaries, suppliers, or parent corporations shall be liable to Reseller or any third party for special, consequential, incidental, indirect, tort or cover damages, including, without limitation, damages resulting from the use or inability to use the services, delay of delivery and implementation, or loss of profits, data, business or goodwill, whether or not such party has been advised or is aware of the possibility of such damages. guHRoo’s liability for all claims of any kind arising out of or relating to this Agreement shall be limited solely to money damages and shall not exceed the amount of commissions due Referrer.

8.2 No failure of either party to pursue any remedy resulting from a breach in this Agreement by the other party shall be construed as a waiver of that breach, nor as a waiver of any subsequent or other breach or relinquishment of any rights hereunder unless such waiver is signed and in writing.

8.3 In the event any provision of this Agreement shall be invalid, illegal or unenforceable in any respect, such a provision shall be considered separate and severable from the remaining provisions of this Agreement, and the validity, legality or enforceability of any of the remaining provisions of this Agreement shall not be affected of impaired by such provision in any way.

8.4 This Agreement shall not be assigned by Referrer, in whole or in part, without the express written consent of guHRoo.

8.5 This Agreement shall be construed in accordance with the laws of the state of South Carolina, and shall be treated as a South Carolina contract.

8.6 This Agreement shall be interpreted in accordance with the plain meaning of its terms and not strictly for or against either of the parties for any reason, including the fact that either party was responsible for the drafting of this agreement. In the event of any dispute with respect to this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees and other costs and expenses incurred in resolving such dispute.

8.7 All notices required under this Agreement shall be directed to the addresses indicated below, and such addresses shall be deemed to be the most recent address of the addressee and shall remain so until written notice of a change of address is provided to the other party by the party whose address has changed:

If to guHRoo:
Matt R. Vaadi
CEO
Executive Resource Group, LLC
1204 Lexington Ave, Suite 2A

Irmo, SC 29063

If to Referrer: Sent to Name and Address completed on Form

8.8 This agreement constitutes the whole agreement between the parties and supersedes and cancels any and all previous agreements, understandings or negotiations, whether oral or written, between the Parties relating to the subject matter of this agreement. Any alteration to this agreement must be in writing and signed by both parties.

If you have any questions about this Agreement, you can reach us at 803-575-0710 or support@guhroo.co