Question 1 of 2

This Standard Affiliate Agreement (the “Agreement”) is entered into and sets forth the terms of a standard affiliate relationship between Identity Exchange, LLC a Washington S-Corporation (“Identity Exchange”),  AFFILIATE are collectively referred to as the Parties. 

WHEREAS, Identity Exchange is engaged in providing training, events, coaching, licensing, publishing, promoting, and educational products and services to clients globally (collectively referred to herein as Identity Exchange Products”);

WHEREAS, AFFILIATE is in the business of marketing products, programs and/or services to it’s relationships and customer lists during the term of this Agreement; and

WHEREAS, the Parties desire to create an agreement concerning the delivery of marketing and promotion services of Identity Exchange Products by AFFILIATE and any other area expressly set forth under the terms and conditions contained herein.

THEREFORE, the Parties now in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereto agree as follows:

1. The Campaign. 

1. Marketing/Solicitations. Identity Exchange grants AFFILIATE the right to market and promote Identity Exchange Products to applicable leads by events, social media, email marketing, video marketing and other marketing channels (“Marketing Services”), until this Agreement is terminated.  

2. Leads. Identity Exchange shall track leads that come from AFFILIATE’s Campaign and provide payments to AFFILIATE for revenue generated from Campaign as described herein.

3. Use of Trademarks.  Identity Exchange hereby grants AFFILIATE a non-exclusive license to use trademarks and other trade identification associated with the Identity Exchange Products (“Identity Exchange Trademarks”) as specifically set forth in the attached exhibits, in rendering the Marketing Services provided for herein. AFFILIATE must give proper attribution to Identity Exchange, LLC and may not make any representation that you are employed by Identity Exchange or speaking on behalf of Identity Exchange

4. Content.  Identity Exchange hereby grants AFFILIATE a non-exclusive license to use approved information, content, methods, tools, and processes involved or used within the Lead generation (“Content”) in rendering its Marketing Services.

2. Responsibilities of Identity Exchange. 

1. Employee Conduct. Identity Exchange shall be solely responsible for the acts and conduct of its employees in support of AFFILIATE’s rendering of its Marketing Services. 

2. Sales Process.  Identity Exchange shall follow up on customer Leads generated by AFFILIATE and shall be responsible for all of its own costs of delivery of Identity Exchange Products to leads generated from AFFILIATE.

3. Customer Complaints.  Identity Exchange shall, at its sole cost and expense, use its best efforts to resolve Customer questions and complaints.  Identity Exchange shall defend or prosecute lawsuits and other claims made by Customers, related to Identity Exchange products, marketing methods, and presentations and hold AFFILIATE harmless thereon.  

4. Compliance.  Identity Exchange agrees to comply with all applicable state and federal laws and regulations in the sale of its Identity Exchange Products and shall demonstrate compliance with such laws and regulations upon reasonable request from AFFILIATE.

5. Reporting & Sales Tracking.  Identity Exchange agrees to maintain and retain reporting of leads generated from Marketing Services performed AFFILIATE.  Identity Exchange will provide AFFILIATE with a sales report detailing all payments made under this Agreement based on a percentage of Adjusted Gross Revenues.  Adjusted Gross Revenues are Gross Revenues minus chargebacks, refunds, and/or cancellations.  

3. Responsibilities of AFFILIATE. 

1. Promotional Materials.  AFFILIATE shall provide to Identity Exchange, without charge, such promotional, sales, and technical information, literature and brochures, catalog sheets, price lists, order forms, and other information and sales aides needed and/or requested by Identity Exchange.

2. Customer Leads.  AFFILIATE represents to Identity Exchange that it has obtained appropriate permissions to contact the Leads.  

3. Compliance.  AFFILIATE agrees to comply with all applicable state and federal laws and regulations in the sale of its Products and shall demonstrate compliance with such laws and regulations upon reasonable request from Identity Exchange.

4. Company Representations. AFFILIATE agrees all claims and representations made in its lead generation materials are true and accurate and that AFFILIATE has substantiation to support all said claims and representations.  AFFILIATE agrees to release Identity Exchange from any liability arising out of its own misrepresentations.  Furthermore, AFFILIATE agrees its solicitations to the Leads shall not violate any local, state, and/or federal rules, laws, and/or regulations.  AFFILIATE agrees to indemnify and hold Identity Exchange harmless for any regulatory or civil liability based on its representations to the Leads.   

5. Negative Posts.  The Parties agree that it is in their best interests to maintain a positive online reputation for their respective businesses.  They further acknowledge that they are engaged in online reputation management and will continue to do so during the term of this Agreement and the Campaign.  The Parties when needed will assist one another with resources and contacts to improve one another’s online reputation.  

6. Substantiation.  AFFILIATE agrees to provide substantiation for all claims, examples, testimonials intended to be used in the Campaign or any other marketing efforts involving him.  

7. Communication.  AFFILIATE agrees to cooperate with Identity Exchange regarding materials, documentation, substantiation, and responses to effectively conduct services.  For this purpose, AFFILIATE will use reasonable efforts to provide information when requested.

8. Termination of Services.  AFFILIATE agrees to cease and desist all Marketing Services and for the Identity Exchange Products within thirty (30) days from the date of termination of this Agreement as set forth herein.  

1. Ownership of Intellectual Property

1. Each Party acknowledges that nothing contained in this Agreement transfers to the other Party any right, title, or proprietary interest (including without limitation any intellectual property rights) in any trademarks, service marks, trade names, or logos (collectively, “Marks”), trade secrets, know how, inventions, patents (including any applications, extensions, continuations, renewals and re-issues thereof), copyrights, designs and industrial designs) held by such Party prior to the execution of this Agreement (the “Retained IP”). 

Each Party hereby grants to the other Party a non-exclusive, limited, United States, non-transferable, non-sublicensable, royalty-free license to use its Marks solely for the purpose of carrying out such other Party's obligations under this Agreement, including without limitation the marketing and promotional activities contemplated by this Agreement.  Except as provided herein, no other licenses of either Party's Marks are granted or implied under this Agreement. 

Each Party hereby grants to the other party any non-exclusive, limited, non-transferable, non-sub licensable, royalty-free license, either in their possession or required to obtain, to promote this Campaign globally.

Neither Party shall advertise, market, or otherwise disclose to any other Party any information related to the making or terms of this Agreement, nor commercially use the other Party’s name, trademarks, or service marks except as expressly authorized by such Party in writing or as provided herein.

AFFILIATE and Identity Exchange specifically agree that the form, content and design of any/all advertisements and promotional materials designed by one Party and featuring the other Party’s name or Marks shall be subject to the other Party's written approval.

1. All rights or proprietary interests relating to the created marketing and fulfillment materials are owned by Identity Exchange.  These rights include ownership of images of any commercials, marketing materials, online advertisements, and/or website content.  Identity Exchange will retain the rights to the following created in connection with the Campaign: entities, DBA’s or fictional business names, domain names, logos and other design assets, promotional materials, webinars, trainings, videos, and/or scripts used to fulfill the services in the commercial.  Identity Exchange reserves the right to continue to use assets, even after the Campaign is retired, that represent the Campaign including, but not limited to, book covers, product images, website design, images of the experts or personalities, and testimonials to promote their core marketing business.  All proprietary interests stated in Paragraph 2.1 will remain with the owner of the intellectual property.

1. Except as otherwise provided for in this Agreement, no marketing materials, products, or services created as part of the Marketing Services may be used by AFFILIATE or a competing marketing agency engaged by AFFILIATE without Identity Exchange’s written consent.

1. Indemnification.

1. Each Party hereby agrees to indemnify, save and hold the other harmless, or their subsidiaries, affiliates, related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns, and each of them, from and against any and all claims, actions, demands, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys’ fees and expenses), and liabilities of every kind and character whatsoever, which may arise by reason of: (i) any act or omission by a Party or any of his employees or agents; and/or (ii) the inaccuracy or breach of any of a Party’s covenants, representations and warranties made in this Agreement.  This indemnity shall require the payment of costs and expenses as they occur.  The “Non-Offending” Party shall promptly notify the “Offending” Party upon receipt of any claim or legal action referenced in this Article.  The provisions of this Paragraph shall survive any termination or expiration of this Agreement.  The Non-Offending Party may withhold from the Offending Party any payment otherwise due pursuant to this Agreement and offset the full amount of such claim for indemnification against the amount due to the Non-Offending Party. 

2. Payments. 

1. Identity Exchange shall pay AFFILIATE each month, as a commission, ten percent (10%) of the Gross Adjusted Revenue from the sale of Identity Exchange Products to Leads received directly from the Campaign (“Commission Payments”). As used herein, “Gross Adjusted Revenue” shall mean all income received by Identity Exchange from the Leads generated from Affiliate’s Marketing Services.  

2. Identity Exchange will make its best efforts to provide AFFILIATE with monthly sales reports by the 25 of each month commencing after the first 60 days. The AFFILIATE understands that cancellations and processing issues occur that may alter tentative sales numbers. 

3. Term

1. The term of the Agreement is upon execution of this document. Identity Exchange retains the right to a unilateral termination of the agreement. AFFILIATE may terminate in writing. Either Party may terminate immediately for cause. Cause for the purpose of the Agreement is defined as any willful breach of the Agreement. 

2. Once written notice of cancellation is received, AFFILIATE agrees to end media and marketing within 90 days.  Identity Exchange retains the right to continue to sell Back End products and services (i.e., coaching, education, fulfillment events, etc.) to clients for an additional 12 months to offset media, refunds, and other Campaign expenses. 

3. Notwithstanding termination of the Agreement, Identity Exchange shall pay AFFILIATE all royalty and other payments due to him under this Agreement.

4. Expenses, Allocations of Proceeds and Joint Obligations.  Each Party will pay for its own employees or contractors.  

5. Non-Circumvention.  The Parties expressly acknowledge and agree that each other’s relationships with its suppliers, customers, and other service providers are valuable assets and are Confidential Information.  Accordingly, the Parties shall not use each other’s Confidential Information to attempt to knowingly directly or indirectly contact or solicit any Person to which the other has introduced under this Agreement, unless the respective Party is able to prove, clearly and convincingly, the existence of a preexisting business relationship between it and such Person through sufficient commercial documentation.  This prohibition covers solicitations or contact by the Parties, whether on the Party’s own behalf, as an independent contractor, as a consultant, or any other status.  The Parties are expressly prohibited from going after each other’s talent, Gurus, employees, and/or contractors during the term of the relationship and for a period two (2) years after its expiration.

6. Restrictive Covenants

1. Non-Disclosure of Confidential Information.  

1. Disclosures.  During the term of this Agreement and thereafter (a) the recipient shall hold the disclosing Party’s Confidential Information in strict confidence; and (b) the recipient shall not: (i) use the disclosing Party’s Confidential Information for any purpose other than to perform its obligations under this Agreement; (ii) disclosing the disclosing Party’s Confidential Information to any third party (other than to the recipient’s employees or independent contractors who need to know the Confidential Information to perform the recipients obligations under this Agreement and who are bound by a written agreement containing a nondisclosure obligation no less than the requirements of the Parties in this Agreement); or (iii) copy, in whole or in part, the disclosing Party’s Confidential Information, except as authorized in writing by the disclosing Party.  During the term of this Agreement and thereafter, the recipient will be responsible for any unauthorized disclosure or use of the disclosing Party’s Confidential Information by any of its employees or independent contractors and shall indemnify the disclosing Party for any Losses arising out of such unauthorized disclosure or use.  This Section does not apply to information (a) otherwise available in the public domain due to no fault of the recipient; (b) which it can prove it possessed prior to the commencement of this Agreement without a breach of this Agreement or duty of confidentiality to the disclosing Party; or (c) which is available to the disclosing Party from an independent source not under any duty of confidentiality with respect to the information subject to disclosure.

2. Disclosures Allowed by Law.  Each recipient will be relieved of its obligations under this paragraph 7.1.2 if, and to the extent that, disclosure of the disclosing Party’s Confidential Information is required by applicable law, if the recipient, to the extent permitted by applicable law, provides the disclosing Party with prompt written notice of such request or requirement in order to enable the disclosing Party to (a) seek an appropriate protective order or another remedy; (b) consult with the recipient with respect to the disclosing Party taking steps to resist or narrow the scope of such request or legal process; or (c) waive compliance, in whole or in part, with the terms of this Agreement.  The recipient shall ensure that all Confidential Information and other information so disclosed, is accorded confidential treatment and shall furnish only that portion of the Confidential Information that its counsel advises it, is legally required to be disclosed.

3. Return of Copies Upon Termination.  Upon the expiration or earlier termination of this Agreement, or upon the written request of the disclosing Party at any time, the recipient shall deliver to the disclosing Party, all Confidential Information of the disclosing Party in the recipient’s possession and shall not retain any reproductions (in whole or in part) or extracts of any items relating to the disclosing Party’s Confidential Information.  If it is not practical to return or destroy any Confidential Information, the retaining Party shall notify the disclosing Party and assure the continued confidentiality of such data in perpetuity. 

2. Non-Solicitation.

1. Employee Solicitation.  The Parties acknowledge and agree that the other’s relationships with its employees are valuable assets and the Confidential Information of the other.  Accordingly, during the term of this Agreement and for six (6) months thereafter, neither Party shall solicit, recruit, or hire or assist, aid nor cooperate with another Party in soliciting, recruiting or hiring the other’s employees who were materially involved with the performance of this Agreement.  Nothing in this Section, however, will limit either Party’s right to hire any employee of the other who responds to a general solicitation for employment not targeted specifically to such employee or who initiates the request for employment. 

2. Vendor & Client Solicitation.  The Parties acknowledge and agree that the other’s relationship with its existing vendors, suppliers, and clients are valuable assets.  Accordingly, during the term of this Agreement and for the one (1) year thereafter, neither Party shall solicit any of the other Party’s vendors, suppliers, and/or existing clients.  

7. Disputes and Arbitration.

1. The parties desire to resolve disputes arising out of this Agreement without litigation.  Accordingly, except for actions to seek temporary restraining orders or injunctions related to the purposes of this Agreement, or suit to compel compliance with the dispute resolution provision, the parties agree to use the following alternative dispute procedure as their sole remedy with respect to any controversy or claim arising out of or relating to this Agreement or its breach.

2. At the written request of a party, each party will appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any dispute arising under this Agreement.  The parties intend that these negotiations be conducted by non-lawyer, and business representatives.  The location, format, frequency, duration, and conclusion of these discussions shall be left to the discretion of the representatives.  Upon agreement between the parties, the representatives may utilize other alternative dispute resolution procedures such as mediation to assist in the negotiations.  Discussions and correspondence among the representatives for the purposes of these negotiations shall be treated as confidential information developed for the purposes of settlement, exempt from discovery and production, which shall not be admissible in the arbitration described below or in any lawsuit without the concurrence of both parties.  Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration of a lawsuit.

3. If the negotiations do not resolve the dispute within sixty (60) days after the initial written request, the disputes shall be submitted to binding arbitration by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association.  A party may demand such arbitration in accordance with procedures set out in those rules.  Discovery shall be controlled by the arbitrator and shall be permitted to the extent set out in this paragraph.  Each party may submit in writing to a party, and that party shall respond, to a maximum of any combination of thirty-five (35) (none of which may have subplots) of the following: interrogatories, demands to produce documents, and requests for admission.  Each party is also entitled to take the oral deposition of one individual of the other party.  Additional discovery may be permitted upon mutual agreement of the parties.  

4. The parties shall contract with the arbitrator to commence the arbitration hearing within sixty (60) days of the demand for arbitration.  The arbitration shall be held in City or state.  The arbitrator shall control the scheduling so as to process the matter expeditiously.  The parties may submit written briefs.  The parties shall require the arbitrator to rule on the dispute by issuing a written opinion within thirty (30) days after the close of the hearings.  The times specified in this paragraph may be extended upon a showing of good cause.  Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

5. Each party shall bear its own cost of these procedures.  A party seeking discovery shall reimburse to the responding party the costs of production of documents (to include search time and reproduction costs).  The parties shall equally split the fees of the mediation and the arbitration.

8. General

1. Force Majeure.  Neither Party will be responsible, liable for or deemed in breach of this Agreement because of any delay in or failure to perform its obligations under this Agreement (except for payment obligations) to the extent that such delay or failure is due to unanticipated circumstances beyond the reasonable control of the Party claiming the protection of this Section, such as fire, flood, earthquake, or other natural disaster; governmental order; war, riot, or act of terrorism; and labor disputes. 

2. Relationship of Parties.  The Parties to this Agreement are independent entities. 

3. No Third-Party Beneficiaries.  This Agreement is intended for the sole and exclusive benefit of the Parties and is not intended to confer any benefit upon any other Person whatsoever.  Except for the Parties, no other Person has any right to rely upon this Agreement for any purpose whatsoever.  

4. No Waiver.  Any waiver of a provision of this Agreement or of a Party’s right or remedy under this Agreement must be in writing and signed by both Parties to be effective.  

5. Assignment.  Neither Party may not assign its rights or delegate its duties under this Agreement without the other Party’s prior express written consent. 

6. Severability.  If any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be deemed restated to reflect the original intentions of the Parties as nearly as possible in accordance with Applicable Law, and the remaining provisions of this Agreement will be enforced as if this Agreement were entered into without the invalid provision.  

7. Governing Law.  This Agreement is to be construed in accordance with the laws of the State of TN, excluding its conflict of law provisions. 

8. Jurisdiction and Venue. The laws of the State of TN shall govern this Agreement.  Actions in court brought according to the provisions of Paragraph 12 (a) must be brought in the Eighth Judicial District Court of (SULLIVAN) County, State of Tennessee, or in the United States District Court for the District of Tennessee, which courts have jurisdiction over the parties and the subject matter of this Agreement. 

9. Entire Agreement.  This Agreement executed by the authorized representatives of the Parties in connection herewith, all of which are incorporated herein by this reference, contains the entire understanding of the Parties with respect to subject matter and supersedes all prior agreements, negotiations, and understandings between the Parties on the subject matter.  This Agreement cannot be amended, or a provision waived except by a written instrument signed by the authorized representatives of the Parties.

10. Counterparts.  This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together constitute one agreement.

11. Notices.  All notices, reports, and other communications provided for under this Agreement must be in writing and sent to: 

Identity, Exchange, LLC
PO Box 3584
Kingsport, TN 37664  

 

I agree to the terms and conditions of this agreement.