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Agreement between ISSA and Company

This Agreement made this ____ day of ________ 2020 (“Effective Date”) is made by and between the International Sanitary Supply Association, an Illinois non-profit corporation with its principal place of business at 3300 Dundee Road, Northbrook, IL 60062 (hereinafter “ISSA”), and COMPANY, DESCRIPTION, STREET ADDRESS, CITY, STATE (hereinafter “Company”) (collectively referred to as the “Parties” and each individually as a “Party”).

WHEREAS, ISSA is a non-profit trade association that represents the global commercial cleaning industry, and operates a division known as the Global Biorisk Advisory Council (“GBAC”) that provides education, training, certification and consulting services in the field of biorisk assessment, management, clean up and disposal (the “Services”);


WHEREAS, Company is a distributor of commercial cleaning products and supplies that desires to make certain of the Services available to its customers and prospects; and
WHEREAS, ISSA is interested in expanding the sales of its Services by collaborating with Company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the Parties herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties hereby agree as follows.

Section I

Company Resale of GBAC Fundamentals Online Course

  • ISSA Permission and Support. ISSA grants permission to Company to resell the GBAC Fundamentals Online Course (“Course”), and agrees to provide Course information, pricing, promotional support, and other material as appropriate to help Company market and sell the Course.
  • Company Promotion of Course. Company shall promote the sale of the Course to its customers and prospects (“Clients”) consistent with the pricing and other terms and conditions set forth in Appendix A, which is incorporated by reference into this Agreement. Company agrees to use commercially reasonable efforts in promoting the sale of the Course. The Company will be responsible for its costs and expenses related to promoting, marketing and selling the Course.
  • ISSA Order Fulfillment. ISSA will promptly process all orders it receives as a result of the Company’s promotional efforts through the ISSA Website. ISSA agrees to fulfill Clients’ orders for the Course as quickly as possible and to provide access for launching such program through the ISSA Website.
  • ISSA Sales Support. ISSA agrees to assist, whenever ISSA deems it necessary, in the sale of the Course, and agrees that any sales generated as a result of such effort are subject to this Agreement and the commission schedule included in Appendix A, provided such sales are made and processed through the ISSA website.
  • License. During the term of this Agreement, ISSA grants Company a revocable non-exclusive license to market and distribute its Course; provided, however, that such license does not prohibit either Party from developing, updating, marketing, and selling its content independently of the other. ISSA hereby grants Company a non-exclusive, revocable license to use ISSA’s trademarks, trade names, logos, and designs (“marks”) for the purpose of generating leads for the sale of the Course. ISSA reserves all rights in its marks, including all intellectual property rights therein. The license granted to Company hereunder shall terminate upon the expiration of the term of this Agreement or upon earlier termination of such license to use the marks at ISSA’s sole discretion. In the event of termination of the license hereunder, the Company shall, as soon as practical after such termination but in no event later than ten calendar days after the effective date of such termination, cease using all ISSA’s marks and shall remove all ISSA’s marks from its materials, including its web site, unless such use is otherwise permitted by applicable law and jointly agreed to by the parties hereunder.

Section II

Company Promotion of GBAC STAR™ Facility Accreditation Program

Company, at its expense, shall promote the GBAC STAR™ Facility Accreditation Program (“Program”) to its Clients using commercially reasonable efforts.  In exchange for such referrals, ISSA shall pay to Company a commission based on the registration fees ISSA receives from each Client registered in the Program.  Appendix A, which is hereby incorporated by reference into this Agreement, sets forth the current Program registration fees, commissions, and other terms and conditions that govern the promotion of the Program by Company.

Section III

General Provisions

  • Term. The term of this Agreement shall commence on the Effective Date and continue for a term of one year (“Initial Term”). Such term shall automatically renew for successive one-year terms (“Renewal Term”) unless either Party provides the Other Party with written notice of its intent not to renew at least sixty (60) days prior to the expiration of the Initial Term or any Renewal Term.
  • Termination. This Agreement, any addenda and/or amendments hereto, and/or any services or work to be performed hereunder shall be terminable at any time by either Party, with or without cause, upon providing at least sixty (60) days written notice by one Party to the Other Party.
  • Obligations Upon Termination. Upon termination of this Agreement by either Party, all rights and obligations of the Parties shall cease, except that all financial obligations of the Parties that have accrued prior to the effective date of termination (including, without limitation, all payment obligations under Appendix A of this Agreement) shall survive termination.
  • Audit. Each Party agrees to maintain accurate and complete records of all sales, accounts, invoices, and other such information in its possession related to this Agreement. Such records shall be maintained in accordance with recognized commercial accounting practices and retained during the term of this Agreement and thereafter for a period of three (3) years. Each Party agrees to allow the other Party or its representative to examine and audit, at no charge to the audited Party and upon prior written notification to the audited Party and during its normal business hours, to the extent such information is relevant to this Agreement.
  • Indemnification. Each Party shall indemnify and hold harmless the Other Party and its affiliates, parent entities, officers, directors, and employees from and against all liabilities, losses, costs, expenses (including reasonable attorney’s fees), and damages resulting from any (i) willful misconduct or negligent act or omission of the indemnifying Party; or (ii) violation by the indemnifying Party, its employees, subcontractors, and/or agents of any provincial, municipal, state, or federal laws, rules, or regulations applicable to the performance of the indemnifying Party’s obligations under this Agreement. Indemnification under this provision shall survive termination of this Agreement.
  • Entire Agreement. This Agreement, and any accompanying appendices, duplicates, or copies, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties, preceding the date of this Agreement.
  • Amendments.This Agreement may be amended only by written agreement duly executed by an authorized representative of each Party.
  • Non-Waiver of Rights.Except as stated herein, no failure or delay on the part of either ISSA or Company in exercising any right under this Agreement will operate as a waiver of, or impair, any such right. No single or partial exercise of any such right will preclude any other or further exercise thereof or the exercise of any other right. No waiver of any such right will have effect unless given in a written document signed by the party waiving such right. No waiver of any right will be deemed a waiver of any other right hereunder.
  • Assignment. Neither Party shall assign this Agreement to any person, firm, partnership, corporation, or other entity (including by operation of law, judicial process, or otherwise) without the prior written consent of the non-assigning party, which consent shall not be unreasonably withheld.
  • Governing Law/Jurisdiction. This Agreement shall be construed in accordance with Illinois law without regard to the conflict of laws, rules or principles thereof. Each Party hereby consents to the exclusive jurisdiction and venue of the Illinois State and federal courts.
  • Severability. In the event any portion of this Agreement or any amendments or addenda hereto shall be held illegal, void, or ineffective, the remaining portions hereof shall remain in full force and effect. If any of the terms or conditions of this Agreement is in conflict with any applicable statute or rule of law, then such terms shall be deemed inoperative to the extent that they may conflict therewith and shall be deemed to be modified to conform to such statute or rule of law.
  • Counterparts.This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
  • Headings.The headings contained in this Agreement are for convenience of reference only and shall not affect or alter the meaning or effect of any provision hereof.
  • Force Majeure. If the performance or observance of this Agreement or of any obligation herein is prevented or delayed by reason of an act of God, civil commotion, storm, fire, riots, strikes, legal moratorium, war, acts of terrorism, revolution, or action by government, the Party so affected shall, upon prompt notice of such cause being given to the other party, be excused from such performance or observance, only to the extent of such prevention or during the period of such delay, provided that the Party so affected shall use its best efforts to avoid or remove the cause(s) of non-performance and observance with utmost dispatch.

IN WITNESS WHEREOF, the parties have hereunto executed this Agreement as of the date first set forth above.

By ISSA :

Signature

Print Name

Title

By Company :

Signature

Print Name

Title

APPENDIX A

Resale of Course and Promotion of Program by Company

  • Resale of GBAC Fundamentals Online Course. Company agrees to promote the sale of the GBAC Fundamentals Online Course (“Course”) to its customers and prospects (“Clients”) at prices that are the same as those offered by ISSA. ISSA current prices for the Course are set forth in Section 1(a) below. These prices are subject to change based on ISSA’s sole discretion.
ISSA Course Prices
  Rate
ISSA Member price $150.00/course
 
ISSA Member Quantity discount pricing
1-50 Courses $150.00/course
51-100 Courses 125.00/course
101-250 Courses 100.00/Course
250 + Courses Custom Pricing
ISSA Non-Member price $300.00/course
  • Company’s Commission. For every sale of the Course by Company under this Agreement, ISSA shall pay to Company 5% of the gross revenue received by ISSA from such sale as Company’s commission (“Course Commission”).
  • Tracking of Company Sales of the Course. ISSA shall provide to Company a unique coupon code for purposes of tracking and attributing the sales of the Course to Clients of Company. In executing sales of the Course, Company shall direct its Clients to ISSA’s Website where the Clients will enter the unique coupon code along with their order and payment, and obtain access to the Course.
  • Company Promotion of GBAC STAR™ Facility Accreditation Program. Company, at its expense, shall promote the GBAC STAR™ Facility Accreditation Program (“Program”) to its Clients using commercially reasonable efforts. In exchange for such referrals, ISSA shall pay to Company a commission based on the registration fees ISSA receives from each Client registered in the Program. Clients shall be responsible for payment of all registration fees in the Program based on ISSA’s current fee schedule at the time of registration. The current annual registration fees for the Program are set forth below in Section 2(a). These fees are subject to change at ISSA’s sole discretion.
  • Annual Registration Fees for the Program. Annual registration fees for the Program are set forth below:
  Rate Minimum Maximum
Restaurants US$5 per occupancy/seat $500 -
Hotels $3 per room $500 $15,000
Arenas/Stadiums $0.30 per occupancy/seat $500 $15,000
 
All Other Facilities
Under 25,000 sq ft - (Under 2,322 sqm) $500    
25,000-199,999 sq ft - (2,322-18,580 sqm) $1,000    
200,000-499,999 sq ft - (18,581-46,450 sqm) $2,500    
500,000-799,999 sq ft - (46,451-74,322 sqm) $4,000    
800,000-999,999 sq ft - (74,323-92,902 sqm) $6,000    
1MM to 1,999,999 sq ft - (92,903-185,805 sqm) $10,000    
2MM+ sq ft - (185,806+ sqm) $15,000    

*Multi-site portfolios will be priced individually.  Please inquire.

**An enterprise fee will apply to multi-site portfolios with 20 or more facilities. Please inquire for details.

***Each GBAC STAR facility accreditation will include the appropriate number of individual online certifications in the quoted price

****Additional online GBAC Fundamentals certificates above allowance at $150 each

  • Company’s Commission. If a Client registers in the Program within one year of the referral by Company, ISSA will pay to Company a 5% commission based on gross revenue received by ISSA in the form of registration fees (“Program Commission).
  • Limits on the 5% Commission.
  • Multiple Referrals of the Same Client. In those situations where third parties other than Company also refer the same client to GBAC as does Company, the total amount of commission paid by ISSA shall not exceed 5%. For purposes of illustration only: Assume Company refers Client X to GBAC; and another Third Party also refers Client X to GBAC. GBAC is engaged by Client X within one year of the referral. In this example, ISSA will pay no more than a total of 5% commission to be split by Company and the Third Party. Payment to Company will be reduced by the amount paid to the Third Party so that the total commission paid by ISSA will be 5% of the total gross revenue to be collected over the course of that engagement.
  • Pre-existing Client Relationships. In those situations where ISSA and/or GBAC has a preexisting relationship with a Client referred to GBAC by Company, ISSA will pay to Company a commission based on the mutual agreement of the Parties and which will be less than 5%.
  • Tracking of Client Referrals. ISSA shall provide to Company a unique coupon code for purposes of tracking and attributing the referrals of Clients made by Company. In executing the referral, Company shall direct its Clients to ISSA’s Website where the Clients will enter the unique coupon code along with their order and payment for purposes of obtaining access to the Program.
  • GBAC Fundamentals Online Course. ISSA will provide access to the GBAC Fundamentals Online Course (“Course”) to Clients for an appropriate number of personnel at the Client facilities registered in the Program based on the following schedule:
  Rate
Restaurants 1 per 100 seats
Hotels 1 per 100 rooms
Arenas 1 per $1000 of fee
All Other 1 per $1000 of fee
  • Promotion Company shall use commercially reasonable efforts in promoting the Course and Program to its Clients. ISSA shall provide Company with promotional material and other assistance as appropriate in helping Company promote sales of the Course and Program.
  • Timing of Commission Payment Company. ISSA shall pay to Company the Course Commission and Program Commission referenced in Sections 1 and 2 above (“Total Commission”) on a quarterly basis. Payment of the Total Commission will be made once per quarter by ISSA to Company covering all Course and Program sales activity occurring in the quarter and payable no later than thirty (30) calendar days after the last day of the quarter.
  • Expenses Each Party will be responsible for its own expenses related to the services it performs under this Appendix A.