REFERRAL ASSOCIATE AGREEMENT
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THIS REFERRAL ASSOCIATE AGREEMENT is made by and between Pocket Lawyer Inc., a California corporation, (the Service Provider, (hereinafter referred to as “PLI”), and the Referral Associate, (hereinafter referred to as “ASSOCIATE”).
WITNESSETH:
A. WHEREAS, PLI has developed, markets and administers certain legal services plans, document reparation services and related business and legal services and products; and
B. WHEREAS, The Pocket Lawyer Document Preparation Service is a division of the Pocket Lawyer Legal Services Plans and is dedicated to providing affordable, self-help document preparation services through a network of independent Referral Associates; and
C. WHEREAS, Referral Associate desires to offer Document Preparation Services and to sell PLI’s services and products;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
1. Extent of Exclusivity. PLI hereby appoints Referral Associate as the non-exclusive distributor of Pocket Lawyer Document Preparation Services and Products.
2. Discounts and Fees. PLI will provide discount services to Referral Associate, and Referral Associate will pay to PLI a non-refundable administration fee as contained in Appendix “A”, herein attached.
3. Referral Associate’s Obligations.
a) Referral Associate, at its own expense, shall establish and maintain adequate facilities and personnel sufficient to accomplish the purpose of this Agreement. Referral Associate further agrees to hold PLI and ita affiliates and assigns harmless from liability NOT directly related to services and products of PLI. b) Referral Associate shall utilize PLI as the sole source for preparing of all documents sold under this Agreement, and agrees to the financial and other terms and conditions contained in Appendix “A”, herein attached.
c) Referral Associate shall display and distribute PLI’s promotional materials and generally assist in advertising and promoting PLI’s services and products.
d) Referral Associate, nor any of its agents, employees, or anyone acting in concert therewith shall in any way modify or change the design of the products. Furthermore, there shall be no attempt to produce the services and products independently of PLI.
e) Referral Associate shall bear the sole responsibility for the collection and payment of any sales, use or other taxes payable in connection with its sale of the Services and Products, unless other arrangements have been agreed to in writing with PLI.
f) Referral Associate must operate in strict compliance with the current “Pocket Lawyer Confidential Referral Associate Manual”.
4. PLI’s Obligations.
a) PLI will prepare all business and legal documents for customers of Referral Associate; the description and cost contained in Appendix “A”, and answer non-legal questions through a toll free support line.
b) PLI will provide Referral Associate, on a consignment basis, advertising and marketing materials, workbooks, instructions and other related materials. These materials shall remain the property of PLI until paid in full, pursuant to Appendix “A”.
c) PLI will provide telephone and Internet support.
d) PLI warrants that it has been granted Federal Trademark protection for the trademark “POCKET LAWYER”, and will keep the registration active.
5. Confidential Information. PLI and Referral Associate will consider the customer’s personal information received
through this program as confidential and will abide by PLI’s privacy policy and use due diligence in the collection
and handling of customer’s information to prevent unauthorized access, and will use the information solely to prepare and file business and legal documents as directed by the customer, except as may be required by law.
Additionally, during the term of this Agreement and any renewal thereof, and after the termination thereof,
Referral Associate will safeguard and treat as confidential all price lists and quotations, technical information and
particulars, and all other information supplied by PLI. PLI shall likewise treat Referral Associate’s financial information, customer lists and other proprietary information as confidential.
6. Trademarks, Labels, Etc. PLI authorizes Referral Associate to use in connection with advertising, promotion and sale of the Services and Products, materials provided by PLI with the mark “The Pocket Lawyer” and such other trademarks and trade names as may be used by PLI in advertising, promoting and sale of the Services and Products. Referral Associate shall have no right, whatsoever, or interest in or claim to any such marks or names, shall not use the same in any manner which might prejudice or adversely affect the validity of such marks or names and shall immediately discontinue the use thereof upon demand of PLI, and in any event, upon termination of this Agreement. Referral Associate shall not remove, cover or obliterate any markings or information placed on the Products as supplied by PLI.
7. Term and Termination. This Agreement shall commence on the first date written and continue in force for one (1) year, unless earlier terminated. This Agreement shall automatically renew and continue in force, unless earlier terminated, for consecutive ONE YEAR periods, on the same terms and conditions, unless changed by a written agreement. Either Party may terminate this voluntary agreement by providing at least thirty (30) days written notice of termination, to the other party. The aforesaid rights of termination are absolute; neither party shall be liable to the other for any loss, damage or indemnity by reason of the exercise of said termination rights and all claims therefore are expressly waived. Each Party agrees to complete any matter pending before Termination.
8. Relationship. It is understood that neither Party is constituted an agent, employee, servant or legal representative of the other for any purposes, whatsoever. Neither Party is granted any express or implied right or authority by the other Party to assume or create any obligations or responsibilities on behalf of or in the name of the other Party, or to bind the Party in any manner or thing.
9. Limitation of Liability. Referral Associate shall bear no liability for the preparation or filing of third-party documents, under the terms of this agreement. PLI will hold harmless Referral Associate from any liability incurred as a result of the direct actions of PLI. Referral Associate is acting only in an administrative capacity by sending and receiving business and legal documents and information, and is not required or authorized to answer legal questions or prepare documents.
10. Governing Law. Document preparation exists solely within the state of California. This agreement shall be governed by the laws of California and any legal action instituted pursuant to this agreement shall be brought in Superior Court of Los Angeles County, Los Angeles, California.
11. Non-Waiver and Amendment. Failure by either party to enforce or take advantage of any provisions hereof shall not constitute a waiver of the right to subsequently enforce or take advantage of such provision. This Agreement, or any of the terms or provisions thereof, may not be changed, amended, waived or modified in any way whatsoever, except by written Agreement executed by the Parties.
IN WITNESS WHEREOF, this Agreement has been executed as of the date signed by REFERRAL ASSOCIATE. Digitally signed by Kenneth Irek, Vice President, Business Development, for Pocket Lawyer Inc.