E-Sign IC Agreement

Owners/Members/Partners (if Independent Contractor is a corporation, limited liability company or partnership) (“Owners”)

This INDEPENDENT SALES CONTRACTOR AGREEMENT (“Agreement”) is made and entered into on the date set forth below by and between ENJOY THE CITY NORTH, INC. (DBA SaveAround), a Corporation having its principal place of business at 5 Pine Camp Rd., Binghamton, NY 13904 (hereinafter “The Company”), and the “Independent Contractor” named above, with an office or residence address set forth above (hereinafter “IC”). This AGREEMENT supersedes all other agreements both oral and written between The Company and IC, including any prior IC agreements.

RECITALS
WHEREAS, The Company is in the business of producing and creating discount coupon books and discount cards, the business of selling services related to discount coupon books and discount cards, and the business of producing, creating and selling services relating to items branded by The Company that provide for discounts on food, retail sales, recreation, services and entertainment ("SaveAround Product"); WHEREAS, The Company desires to retain the services of IC as an independent sales and marketing representative to provide independent sales and marketing services on the terms and conditions herein; and WHEREAS, IC desires to provide such independent sales and marketing services for The Company in accordance with the terms and conditions described herein.

IC SERVICES:

1. IC shall solicit and obtain the agreement of merchants (Merchant Acquisition) within the Market Area to advertise and provide coupon offers within SaveAround Product in accordance with the criteria as may be established by The Company from time to time.
   
   
2. IC shall sell SaveAround Product in the Market Area in accordance with any and all sales and marketing criteria and/or guidelines as may be established by The Company from time to time. IC shall be fully responsible for its own taxes and all necessary licenses and insurance without exception.
   
   
3. IC shall solicit and obtain the agreement of fundraising groups within the Market Area to sell SaveAround Product in accordance with the criteria as may be established by The Company from time to time.
   
   
4. All fundraising groups must sell SaveAround Product at the price set by The Company for the fundraising group’s particular market unless The Company approves a different price in writing.
   

The undersigned certifies that the information disclosed in the Contractor Information section above is true and correct. The undersigned further certifies that he/she has reviewed and understands the terms and conditions of this Agreement as set forth above, as well as the Additional Terms and Conditions on the following pages, which are fully incorporated herein.

The undersigned represents that he/she has the authority to execute this AGREEMENT on behalf of the IC so designated above and to legally bind such IC.

Additional Terms & Conditions:
IC and The Company agree as follows:

1. Engagement. The Company hereby engages IC as a non-exclusive independent sales and marketing representative of its products and services and IC hereby agrees to use its best efforts to perform the services required under the Agreement. Nothing herein shall in any way be interpreted as prohibiting The Company from performing other business activities in the Market Area(s), which business activities may include, but shall not be limited to, providing discount offers through the sale of premium products, the sale of loyalty products or the maintenance of an Internet website. It is recognized and acknowledged that the merchant contracts and/or the fundraising contracts secured by IC for The Company (“Merchant Acquisition”) are the property of, and shall be in the name of, of The Company and may be used by The Company in other business activities at the sole discretion of The Company.
   
   
2. Independent Status. IC agrees and acknowledges that it is an IC and it shall have no ownership in The Company or authority whatsoever to bind The Company in any matter whatsoever unless set forth herein this agreement. IC shall be paid strictly on a commission basis as more particularly set forth herein. IC shall work whatever days and hours it deems appropriate to complete its obligations hereunder. The Company will not look after or be responsible for the collection or payment of any federal, state or local taxes or assessments arising out of this contract relationship. IC acknowledges that it is not eligible to participate in any of The Company's benefit plans or be otherwise treated by The Company as its employee. IC shall provide its own vehicles, facilities and supplies necessary for the performance of its obligations hereunder and shall insure same in its own name. The Company shall not reimburse IC for expenses which it incurs for travel or otherwise in performance of its duties hereunder.
   
   
3. Market Area(s). IC will sell SaveAround Product in the Market Area(s) designated in the Agreement. The Company may retain other persons or entities to perform the services contracted for herein. IC agrees not to perform any services outside of the Market Area(s) or do anything to interfere with The Company's business prospects or the business prospects of its other ICs outside of the Market Area(s).
   
   
4. Business Structure, Information and Insurance. IC hereby represents and warrants that the information on Page 1 of this Agreement is true and correct in all respects. IC has auto insurance in place if using an automobile in performing services in conjunction with this Agreement. IC represents and agrees that its auto insurance policy is valid and in full force and effect and it, or a similar policy, will be maintained at all times during the term of this Agreement.
   
   
5. Compensation.
   1. For its services rendered hereunder, IC will be paid a commission of 20% of Net Sales for the sale of SaveAround Product within the Market Area(s) as long as SaveAround Product is sold as a result of IC services. Full payment of commission for fundraising sales is contingent upon completion and Close-Out of the fundraiser no later than ninety (90) days after the first shipment of books to the fundraiser. “Close-Out” is defined as (a) a zero balance due to SaveAround with (b) unsold books having been returned to The Company.
      
      
   2. For its services rendered hereunder, IC will be paid a commission of 14% of Net Sales for the sale of a SaveAround Supplementary Product program, as long as the program is sold as a result of IC services.
      
      
   3. Group Close-Out after June 30, 2025 on Coupon Books with an expiration date of December 31, 2025, commission payment shall be 0% of Net Sales.
      
      
   As used herein, “Net Sales” shall mean the amount of money paid to The Company pursuant to fundraising agreements procured by the IC plus the amount of money paid to The Company as a result of retail sales procured by the IC. For example, a $25.00 coupon book is sold by a fundraising group entitled to retain 50% of the sales price for that book. The IC is entitled to a commission on this sale in the amount of $2.50 ($25.00 - $12.50 (50% group profit) = $12.50 (net paid to The Company) x 20% (IC’s commission rate) = $2.50 (IC commission earned).
   
   The Company reserves the sole right to rescind commission depreciation in the case of certain fundraising groups that exhibit lifecycles beyond 90 days. In such cases, the standard commission schedule of 20% of Net Sales shall apply.
   
   For its services of Merchant Acquisition, IC will be paid a commission rate as provided for and described within the Merchant Acquisition Commission schedule, as modified from time to time in the sole discretion of The Company, a copy of which will be made available to IC upon request.
   
   The Company will pay any commission due to the IC bi-weekly or monthly. Any subsequent refunds or credits will be adjusted for in the next month's commission payment, or if none is due to IC, then The Company shall invoice the IC for any overpaid commission which shall be paid to The Company within 15 days of being invoiced for the overpayment. The Company may in its discretion, but it is under no obligation to do so, allow IC to be paid a draw against its future commissions. No payment or course of payment of such draws shall be construed as creating any obligation on the part of The Company to continue making such payments. The Company may require IC to repay any draw not yet earned upon 15 days notice. Any overpaid draw shall be immediately due upon termination of this Agreement. Any amounts due to The Company by IC which are not paid when due shall accrue interest on the overdue amount at the lesser of eighteen percent (18%) per annum or the maximum interest rate allowable under applicable law.
   
   
6. Payment For Product Procedures. IC acknowledges that it is bound by the terms of sale and selling price of the SaveAround Product as established and amended from time to time by The Company. IC shall remit any monies collected upon the sale of SaveAroundProduct to the office of The Company by 5:00 p.m. on Friday of each week or at such other time as established by The Company. IC agrees that all payments will be made payable to "SaveAround" and that IC will not commingle or combine its assets with such payments at any time or in any way. IC shall indemnify, defend and hold The Company harmless from any losses incurred as a result of funds not remitted or not properly remitted to The Company.
   
   
7. Performance and Indemnification. IC shall determine where, when and how to perform its duties, consistent with this Agreement. IC shall supervise itself and its contractors, agents and employees in performing duties under this Agreement. IC shall be solely responsible for its acts and the acts of its contractors, agents and employees and any liability created by its or their negligent or intentional acts and shall indemnify, defend and hold The Company harmless from such negligence or intentional acts. IC hereby indemnifies The Company from any claims by or against The Company by IC or any of the contractors, agents and employees of IC or arising out of or in connection with performance hereunder, including any claims for wages, benefits, withholdings or taxes.
   
   
8. Return of Product. IC shall be conclusively deemed to be in unlawful possession of SaveAround Product or monies due therefor if (a) IC provides The Company with any fictitious, false or fraudulent information, or if (b) IC refuses to return any SaveAround Product or monies due therefor to The Company within 24 hours following the earlier of (i) termination of this Agreement or (ii) demand upon IC by The Company, in accordance with the notice provisions hereof. Under such circumstances The Company shall have the right to take such action as is necessary to protect its interests and recover the SaveAround Product and monies unlawfully in the possession of IC. IC hereby releases and discharges The Company from any and all claims, suits or demands of any and every kind or nature whatsoever, including any claims, suits or demands premised upon false arrest, false imprisonment, false detention, defamation of character, assault, malicious prosecution, trespass or invasion of civil rights, that arise out of or relate to any action taken by the Company to affect the return of SaveAround Product or monies due therefor, which actions may include, but under no circumstances shall be limited to, self help or obtaining the issuance of a warrant for the arrest of IC or any person unlawfully in possession of SaveAround Product or monies due therefore. Furthermore, IC will be responsible for any and all expenses (including reasonable attorneys fees and court costs) incurred by The Company in connection with the collection of SaveAround Product and/or monies due therefor, which are deemed unlawfully in the possession of IC under the terms of this Agreement.
   
   
9. Responsibility for Product. IC shall be responsible and liable to The Company for all SaveAround Product that the Company supplies to IC, and any proceeds that IC collects from the sale of SaveAround Product. IC shall be responsible for providing safekeeping and/or insurance necessary to protect SaveAround Product or proceeds collected therefrom theft or casualty. Accordingly, IC will pay to The Company upon demand the wholesale sales price of any SaveAround Product unaccounted for or unpaid for by IC.
   
   
10. Business Regulation. IC shall be responsible for ascertaining the existence of any law, rules or regulations of duly constituted governmental authorities applicable to its activities and shall be solely responsible for obtaining any and all licenses, registrations or other approvals required by law in connection with the services to be rendered hereunder.
    
    
11. Non-Solicitation. Consultant shall remain free to provide services for other businesses during the term of this Agreement provided. However, Consultant agrees that during the term of this agreement and for a one (1) year period following termination it shall not, for any reason whatsoever, except on behalf of The Company or any affiliate of The Company for himself/herself/itself, or on behalf of -or in conjunction with- any other person, partnership, corporation, limited liability company or business of whatever nature, directly or indirectly, employ, recruit, or solicit any officer, employee, director, shareholder, owner, partner, member, joint venture, or any other legitimate business interest or any of its respective affiliates where The Company is engaged in business at the time of termination and the Consultant has performed work for The Company. This shall include all locations in which The Company has other consultants performing services similar to the services provided by Consultant which The Company or any of its affiliates conducts business. Consultant and its Owners shall indemnify The Company for any loss, costs or expenses including reasonable attorney's fees incurred by The Company as a result of any breach of this Non-Solicitation Agreement. If Consultant or any of its Owners breach, or threaten to commit a breach of, this provision (the " Non-Solicitation Agreement"), The Company shall have the following rights and remedies, each of which shall be independent of the other and severally enforceable, and all of which together shall be in addition to, and not in lieu of, any other rights and remedies available to The Company under law or in equity:
    
    
    1. The right and remedy to have the Non-Solicitation Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to The Company and that money damages will not provide adequate remedy to The Company;
       
       
    2. The right and remedy to require Consultant and its Owners to account for and pay over to The Company all compensation, profits, monies, accruals, increments or other benefits derived or received by it and/or them, as the result of any transactions constituting a breach of the Non-Solicitation Agreement , and Consultant and its Owners shall account for and pay over such benefits to The Company; or
       
       
    3. Terminate any payments to be made to Consultant under this Agreement or any other agreements between The Company and Consultant or its Owners.The parties acknowledge that the terms of the Non-Solicitation Agreement are fair and reasonable as of the date of this Agreement. However, in light of the possibility of changed conditions or differing interpretation by a court of what is fair and reasonable, the parties stipulate as follows:
       
       
       1. If any one or more of the terms, provisions, or restrictions of this Non-Solicitation Agreement shall be determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions and restrictions of such Section shall remain in full force and effect and shall in no way be affected, impaired or invalidated; and
          
          
       2. If any one or more of the provisions of the Non-Solicitation Agreement shall for any reason be determined by a court of competent jurisdiction to be unenforceable because such provision is excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting or reducing it, so as to be enforceable to the extent compatible to then applicable law. Consultant and its Owners recognize that The Company would not have retained the services of Consultant unless this Non-Solicitation Agreement was included in this Agreement in order to protect The Company and to preserve the value of its business and that this Non-Solicitation Agreement is an integral part of this Agreement.
    
    
    
12. Vehicular Laws and Insurance. At all times during which this Agreement is in effect, IC shall comply with any and all motor vehicle operating laws and insurance laws that are in effect in the Market Area, and IC shall cause all of its contractors, agents and employees to comply with any and all motor vehicle operating laws and insurance laws in effect in the Market Area(s). IC agrees that, upon request, it shall provide The Company with proof of motor vehicle insurance that complies with the law of the state in which IC is located. Upon expiration of said motor vehicle insurance, IC agrees to provide evidence of renewal or substitute insurance upon request. If IC has employees, IC represents and warrants that it has workers compensation insurance with statutory limits as required by the laws of the state(s) in which such employees are employed.
    
    
13. Term and Termination. This Agreement shall be effective as of the date hereof, and shall continue until June 30, 2025 unless terminated as provided in this Agreement. The parties anticipate that prior to the end of the initial period they shall enter into discussions for the consideration of a renewal of this Agreement for one year beginning on July 1 and ending on the next succeeding June 30. Notwithstanding anything to the contrary herein, this Agreement may be terminated immediately by The Company upon the occurrence of any of the following:
    
    
    1. Breach of any of the provisions, representations, warranties or covenants contained herein;
    2. Voluntary or involuntary bankruptcy of IC or any of its Owners;
    3. Use of any illegal, unethical or immoral practices in connection with services hereunder by IC or its employees, agents or ICs;
    4. The forgery of any merchant's signature or the failure to obtain proper authorization for any merchant contract by IC or its employees, agents or ICs;
    5. Misappropriation or misplacement of SaveAround Product or proceeds there from;
    6. Failure to pay to The Company any amounts due under this Agreement;
    7. Lapse of any required insurance coverage;
    8. Operation outside of Market Area(s) or interference with the conduct of business by The Company or any of its other ICs;
    9. Misappropriation or unauthorized use of The Company's intellectual property;
    10. Conviction of any crime by IC or any of its owners;
    11. The sale, merger or other transfer of The Company;
    12. Lack of productivity and/or sales;
    13. Misappropriation of, or failure to provide The Company with the correct status of, existing customers in IC’s Market Area(s); or
    14. Non-compliance with any federal or state Labor or Employment Laws governing the IC in the state(s) in which it operates.
    
    As a condition of this Agreement, IC is required to authorize The Company to conduct a background investigation and hereby authorizes The Company to perform such an investigation. IC hereby agrees to execute any other document required by law to allow The Company to carry out such investigation. Engagement of IC’s services is conditioned on passing the background investigation, as determined by The Company in its sole discretion. Where the background investigation reveals a criminal history, history of drug or alcohol use, unstable work history, and/or convictions for motor vehicle offenses, this Agreement may be terminated by The Company. Where the IC is required to be licensed, or insurable under The Company’s insurance carrier(s), as a condition of continued engagement of services, and the IC loses the required license or becomes uninsurable, this Agreement may be terminated by The Company
    
    
14. Invalidity. Any portion of this Agreement determined in a court of law to be invalid shall not nullify the remainder of the Agreement as valid and in force.
    
    
15. Confidentiality. IC acknowledges that it will be exposed to The Company's proprietary information concerning, among other matters, its systems, procedures, manuals, reports, customer lists, participating merchant lists, financial information, business plans, prospects and opportunities, contract terms and other information disclosed or obtained directly or indirectly to IC as a consequence of its relationship with The Company (“Confidential Information”). IC specifically agrees that it will not at any time, in any fashion, form or manner, either directly or indirectly, divulge, disclose or communicate to any person, firm or corporation in any manner whatsoever, any Confidential Information. This prohibition shall survive the term of this Agreement and shall be perpetual for all time. It is further agreed that should IC breach or threaten to breach such prohibition on disclosure the potential for damage to The Company is significant. Accordingly, it is hereby agreed that The Company will be entitled to injunctive relief, including a temporary restraining order without notice, to prohibit IC from any breach of such obligations. Such injunctive relief shall be in addition to any and all other remedies permitted under law or equity.
    
    
16. Intellectual Property, Public Statements, Merchant Contracts and Customer Information. The name of "SaveAround," including all variations thereof, along with all logos, trademarks, trade names, service marks, or other items of intellectual property used by The Company shall at all times remain the property of The Company. IC shall not use any such items without the prior approval of The Company. On all letterhead, business cards or other literature used by IC, it shall conspicuously state that IC is an "Independent Sales and Marketing Representative." IC shall never state or imply that it is anything other than an independent sales and marketing representative for The Company. Any and all contracts obtained by IC from merchants agreeing to provide products or services shall be the property of The Company and IC shall have no right to transfer, assign, amend or change any such contracts or the provisions thereof. The customer list compiled for The Company by IC along with all information obtained by IC regarding potential customers shall be the property of The Company.
    
    
17. Notices. Except as otherwise provided herein, any notice required or desired to be given under this Agreement shall be deemed given and sufficient if in writing and: (a) if to The Company, sent by registered certified mail to the address of The Company as set forth in this Agreement or such other address as The Company may in writing designate or (b) if to IC, delivered personally or sent by registered or certified mail to the address of IC as set forth in this Agreement or to such address as IC may hereinafter designate in writing.
    
    
18. Entire Agreement. This Agreement constitutes and contains the entire agreement and understanding between the parties hereto and the subject matter hereof, and supersedes any and all previous agreements, memoranda or other understandings of the parties hereto pertaining to the subject matter hereof. No amendments or variations of the terms and conditions of this Agreement shall be valid unless in writing and signed by both of the parties hereto.
    
    
19. Applicable Law and Venue. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of New York, without regard to choice of law principles. This Agreement is deemed to have been drafted jointly by The Company and IC and any rule pertaining to the construction of contracts resolving ambiguities against the drafting party is therefore inapplicable to the interpretation or construction of this Agreement. The exclusive venue and jurisdiction for any action arising out of or relating in any way to this Agreement shall be the Supreme Court of New York, Broome County (the “Court”). The Parties waive any objection to the in personam jurisdiction, forum, venue or convenience of the Court (or the courts of the State of New York) in any action arising out of or relating in any way to this Agreement.
    
    
20. Waiver. The waiver by The Company of a breach of any provision of the Agreement by IC shall not operate or be construed as a waiver of any subsequent breach by IC. No waiver shall be valid unless in writing and signed by an authorized officer of The Company.
    
    
21. Binding Nature. This Agreement shall be binding upon and insure to the benefit of the respective parties hereto and their executors, administrators, heirs, personal representatives, successors and assigns.
    
    
22. Personal Guaranty. All of the Owners hereby fully and unconditionally guarantee the full performance of IC's obligations hereunder including any payment obligations it may have to The Company and any and all expenses incurred by The Company (including reasonable attorneys' fees and expenses) Each such Owner also agrees to be personally bound by the non-compete, restrictive covenant, and confidentiality provisions of § 11 and 15 of this Agreement. If there is more than one Owner, then their obligations shall be joint and several.