How to Draft a Marketing Position Agreement/Contract

SOFTWARE MARKETING &

SELLING SERVICE AGREEMENT

BETWEEN

________________________________________

AND

_______________________________________

March 7, 2020

THIS SOFTWARE MARKETING AND SELLING SERVICE AGREEMENT (HEREINAFTER KNOWN AS” AGREEMENT”) IS ENTERED INTO ON THIS 7-DAY MARCH, 2020

BETWEEN

ADEAYO GROUP LIMITED, an ICT Solution Provider Incorporated under the laws of Nigeria and having its registered office at NO 23 OLORUNLOGBON STREET, Anthony Village, Lagos – Nigeria {hereinafter called “OWNER” which expression shall where the context so admits include its successors in title and assigns} of the one part

AND

ADEOLA A. ADELAKUN a sales consultant {engaged in marketing and selling of software} having its address located at Adelas Management and Educational Solutions (AMES), Ibadan, Oyo State, Nigeria {hereinafter called “THE PROMOTER” which expression shall where the context so admits include its successors-in-title and assigns} of the first part.

“THE OWNER and the PROMOTER shall where the context admits be jointly referred to as “Parties” and individually as “Party”.

BACKGROUND

WHEREAS:

The OWNER owns, develops, and supports a SOFTWARE SOLUTION (hereinafter known as the NORAKLE, ACADASUITE, EVANGEL, ETC.), cloud base solutions that integrate: website development and management system, a business management system, Biometric\Time attendance management system, a chat-room system, a shopping management system; and provides access to premium business contents; – all as a one-stop-shop solution to businesses, agencies, institutions, and other corporate firms. The objective is to digitalize all static and functional parts of the business system and sector.
The PROMOTER is seeking to market and sell the SOFTWARE SOLUTIONS
The OWNER is willing to accept the engagement upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein set forth, the Parties hereby agree as follows:

DEFINITIONS & INTERPRETATION
- In this agreement, unless the context otherwise requires, the following expressions shall have the following meanings:

Agreement: this means this Marketing and Selling Service Agreement, including supplements or schedules as may be attached hereto and incorporated by reference.

Breach: means non-performance of an obligation set out hereunder, or a misrepresentation of facts which entitles a Party to terminate the Agreement and sue for damages.

Confidential Information: includes written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information;

Intellectual Property: means all intellectual property used in the development of the product, including all copyrights, patents, trade secrets, proprietary rights, and other intellectual property rights, including the right to grant a license in the form hereof;

Product: means the software program developed by the OWNER under this Agreement by the Specifications, other documentation, and any other ancillary materials to be developed by the OWNER pursuant hereto; shall also mean the Owner product (NORAKLE, ACADASUITE, EVANGEL, etc.);

Solution: means software and\or interchangeably used to mean or represent technologies and\or applications.

Clients: means (paid and nor paying) subscribers of any of the products (NORAKLE, ACADASUITE, EVANGEL) as assigned or signed up by the OWNER;

IN THIS AGREEMENT
- Unless the context otherwise requires, words in the singular shall include the plural and vice versa;
- A reference to a Party shall include the Party’s successors, permitted representatives and assigns,
- Reference to “writing” or “written” shall include fax and e-mail;
- Unless the context otherwise requires, a reference to a clause or schedule is a clause of or schedule to the agreement;
- Any words follow the term “including” or” include” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms;
- A reference to a person shall include a reference to an individual, firm, or company (whether or not having a separate legal personality) and that person’s legal and personal representatives; successors, and assigns.
- A reference to clients, shall mean (paying and non-paying) customers and subscribers to the owner’s product; the clients, their details, and data are exclusively reserved of the OWNER;
SCOPE OF SERVICE
- In consideration of the mutual representations made by each party, and subject to the payment agreed to be made by the OWNER to the PROMOTER, the OWNER hereby engages the services of the PROMOTER for the marketing and selling of the product.
- The parties shall work together in a joint effort to accomplish the tasks and objectives outlined in the product specifications.
TERM: this Agreement shall commence on the date it is executed and shall continue until a full performance by both parties, or until earlier terminated by one party under the terms of this agreement. Otherwise, this agreement would remain effective.
PRESENTATION AND WARRANTIES
- The PROMOTER represents and warrants as follows:
  - That this Agreement constitutes a valid and binding obligation on it;
  - That entry into and performance by it will not breach any statutory or regulatory provision in force;
  - That it has obtained the necessary board approval permitting it to enter into the Agreement;
  - That the selling of the product will not infringe on any copyright, patent, trade secret, or other intellectual interest of a third party;
  - That the selling of the OWNER’S PRODUCT shall be its commitment and investment into the OWNER’s solution but for a profit share of 25% plus a bonus if any base price as scheduled for the product licensing;

Earnings: Commission Bonus

Commission: 25% on each product sold

Bonus: You are eligible to get extra payment when the following market target is met.

MONTHLY TARGET BONUS

Products up to or equal to #300,000 N40,000

Products up to or equal to #500,000 N95,000

Products up to or equal to #1,000,000 N200,000

Greater than #1,000,000 20%

Accept that the base price of the PRODUCT to clients shall be the exclusive reserved and perpetual rights of the OWNER;
That it shall provide a bank account to the OWNER where the due payment would be remitted from time to time;
That it accepts to collect a profit share of 25% of the base price for the license fees from the OWNER, while the other 75% is retained by the OWNER on every product sold by the promoter;
That it shall make full payment into the owner’s account upon receiving payment from the client before deployment;
That the client shall not hold the owner responsible for not deploying a product where the promoter receives payment and refuse to pay the same to the owner;

6.0.0 The OWNER represents and warrants as follows:

6.1.1 That it shall deploy, train and support any of the products sold to the client

6.1.2 It shall pay the sums due to the PROMOTER promptly and without delay;

7.0 SUPPORT AND MAINTENANCE: any support and maintenance services shall be contracted under a separate agreement between the parties.

8.0 GRANT LICENSES

8.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our promotional materials solely by the terms of this Agreement and (ii) solely in connection with such materials. to use our logos. trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Norak Sales Consultant. You agree that all uses of the Licensed Materials will be on behalf of the owner and the goodwill associated therewith will inure to the sole benefit of the owner.

9.0 OBLIGATIONS OF THE PARTIES

9.1 The PROMOTER shall:

9.1.1 Use all reasonable efforts to perform the Activities;

9.1.2 Continue to exert all reasonable efforts throughout any negotiations concerning any contracts or Licenses with Clients that may result from the Activities

9.1.3 Refer to the other Party any information that may affect or assist in the sale, licensing, or marketing of the product, including without limitation Client information

9.1.4 Not enter into an agreement, contract, or License with a Client about the sale or license of the Products or any product similar to the products within the Territory during the Term without the written consent of the other Party; and

9.2 The OWNER shall:

9.2.1 Promptly comply with its obligations to Clients, including the supply and maintenance of the Products to Customers by the License;

9.2.2 Setup within 7 working days, after it has received the purchase order, client’s record, and any other documentation or information requested or required for the solution to be adequately deployed for the end user.

9.2.3 Information regarding enhancements, upgrades, or new releases of the Product;

9.2.4 Customer incident cases, and resolution, to help partners manage the customer relationship better

9.2.5 Information regarding existing education and training courses relating to the use of the Products;

9.2.6 Documentation, and Promotional documentation as available to the Owner, in adequate quantities for distribution to Clients.