Exhibit 10.1
ADMENDMENT No.1
TO MARKETING PARTNER AGREEMENT
This ADMENDED
AGREEMENT (“Amendment”) dated December 9, 2010, amends
the Agreement by and between Smart-Tek Solutions Inc., its wholly
owned subsidiary Smart-Tek Automated Services, Inc., and its
affiliated businesses (hereinafter collectively referred to as the
“Company”) and, Brian Bonar, an individual (hereinafter
referred to as the “Marketing Partner”), dated June 17,
2009.
WHEREAS, Company
is a human resources outsourcing company providing payroll
administration, staff leasing, human resources and/or temporary
services to client accounts; and,
WHEREAS, Marketing
Partner desires to promote the services of Company to potential
clients, and to engage in other marketing efforts to secure clients
for Company; and,
WHEREAS, Company
desires Marketing Partner to introduce prospective clients who may
ultimately be Company’s clients upon execution of a client
services agreement (Marketing Partner Clients); and
WHEREAS, the
parties to this Agreement wish to create and define the scope of an
independent contractor relationship between them;
NOW, THEREFORE, in
consideration of the mutual promises contained in this Agreement,
and for other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties agree as
follows:
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1.
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Marketing Partner will promote
and market the business and services of Company to prospective
clients. Marketing Partner will assist Company's marketing efforts
and the furtherance of its business in general, by performing
certain tasks, including, but not limited to the
following:
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a.
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developing qualified leads that
fit Company’s profile of desirable clients;
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b.
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collecting and submitting
information from prospective clients in order to facilitate Company
making a price quotation;
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c.
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completing and submitting all
submission forms and paperwork Company deems necessary to enroll a
new client with appropriate documentation attached;
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d.
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Company will provide marketing
materials to broker such as brochures, fliers and other promotional
items.
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2.
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Marketing Partner will be
entitled to the following compensation in consideration of
Marketing Partner’s efforts under this Agreement
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a.
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Marketing Partner’s
commission is detailed on Exhibit A and will be paid either in
common stock of Smart-Tek Solutions Inc. (the “Shares”)
or cash monthly and will be based on each submitted client. The
proposed commission structure for each client will be presented to
the Marketing Partner prior to the finalization of any Client
Service Agreement, and each agreed to commission structure will be
added to this agreement as an ongoing Exhibit A. Each month’s
settlement and disbursement to Marketing Partner will be made by
Company no later than the last day of the next following month. No
commission will be paid on any sum billed to a client until
actually collected. Commissions will be offset by any amounts which
a Marketing Partner Client owes the Company.
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b.
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After a client services agreement
is executed by the Company, the Company shall provide to Marketing
Partner a monthly report indicating such remuneration as agreed to
in each Exhibit A of each Marketing Partner Client, as well as the
commission due Marketing Partner. Note will be made in the event
that a Client has not paid any amount invoiced to the
Client.
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3.
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Client lists, business pricing
methodology, the terms of Company’s proposals to prospective
Clients, the terms of Company's contract with each respective
client, the terms of Company’s various insurance and benefit
agreements, sales manuals, policy and procedural manuals mailing
lists, computerized Client and prospective Client data bases, and
internal policy and decision making information are confidential
and are special, unique and valuable assets to Company. Marketing
Partner will maintain the confidentiality of all such information,
and will not ever divulge such information to any person or entity
outside the normal sales process, without the express written
permission of an officer of Company. This promise to maintain
confidentiality of such information shall survive for a period of
two (2) years after the termination of this Agreement.
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a.
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Marketing Partner acknowledges
that Company would not have an adequate remedy at law and would be
irreparably harmed in the event that the provisions of this
paragraph were not performed in accordance with their specific
terms or were otherwise breached. Accordingly, Marketing Partner
agrees that Company shall be entitled to equitable relief including
injunction and specific performance, without the necessity to post
any bond or proving special damages. Seeking equitable relief shall
not be the exclusive remedy of Company for such breach, and Company
may concurrently seek any other relief at law.
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4.
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Marketing Partner shall first
offer to Company all prospects that it develops that are candidates
for the services offered by Company. Company will have the right to
accept or reject any business produced by the Marketing Partner. If
Company rejects a prospect, Marketing Partner will then be free to
refer any prospect rejected by Company to other entities engaged in
competitive business with Company. While Marketing Partner is free
to represent other companies engaged in the same business as
Company, once a prospect offered to Company executes a client
service agreement with Company Marketing Partner will make no
effort, directly or indirectly, to market or move the Client to a
competitor of the Company. This promise shall survive th
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