FUZEHUB RESOURCE AGREEMENT
Resource Agreement dated 5 February 2014 between FuzeHub, a New York State not for profit
corporation with a mailing address of 1005 Day Road, Schenectady, New York 12303
("FuzeHub"), and ComTec Solutions of NY LLC a Corporation with an address at 100
Elmgrove Park, Rochester, NY 14624 (the "Resource").
WHEREAS, Resource and FuzeHub wish for Resource to be a member of FuzeHub's referral
and service network on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:
1.
Engagement. Resource is hereby added as a member of the FuzeHub network. As such,
Resource shall:
a. Provide initial information on Resource's personnel, contact information, capabilities,
expertise, and keep all such information timely updated, to ensure accurate matching with
FuzeHub clients;
b. Respond to FuzeHub and any referred client within one business day of being referred or
connected to any clients through FuzeHub;
c. Respond to any FuzeHub requests for information and reporting requirement requests
within one business day;
d. Provide to FuzeHub written notice and updates of interactions with companies that are
connected, referred or introduced to the Resource through FuzeHub or through FuzeHub
events;
e. Attend FuzeHub events, e.g.: Solutions forums, as requested by FuzeHub staff, whether to
meet with matched client, or provide advice per expertise to general clients.
f. Bear all costs related to its performance under this Agreement, comply with all applicable
laws, rules, and regulations in the performance of its obligations under this Agreement, and
not make any representations or warranties with respect to FuzeHub or its clients.
2.
Compensation. Compensation shall be as set forth on Exhibit A.
3. Term. This Agreement shall commence on the date hereof and continue for 12 ( )
months unless terminated earlier by either party (i) for any reason upon ten days written notice (ii)
immediately upon written notice to the other party that such other party is in breach of this
Agreement. Upon termination for any reason by either party, Resource shall immediately pay to
FuzeHub all fees due hereunder and shall have a continuing obligation to pay referral fees for any
project for the Resource, including any project entered into after the termination of this
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Agreement, that results from a referral or other introduction made through FuzeHub and/or
through a FuzeHub event prior to the termination of this Agreement. Upon termination, parties shall
mutually prepare a list of referrals for which the Resource shall owe FuzeHub a referral fee.
4.
a.
O'
Confidentiality.
Both Parties agree that it and all of its relevant employees or contractors will keep
/ confidential all non-public information regarding the disclosing party, its network and any
clients or referrals (the "Confidential Information"). Each Party shall use such information
only for purposes of providing services under this Agreement. Upon the termination of
this Agreement or or the Parties or any client's written request, the each party shall
return all such information. For the avoidance of doubt, anything that is stored on routine
back-up media solely for the purpose of compliance with a document retention policy or
disaster recovery will be subject to destruction in due course rather than immediate return or
destruction pursuant to this Agreement, provide that employees are precluded from accessing
such information in the ordinary course of business prior to destruction. The receiving party
may keep one copy of the disclosing Party’s confidential Information for defense of any claims
arising from this Agreement or relationship arising from same. Notwithstanding the foregoing,
latent data such as deleted files, and other nonlogical data types, such as memory dumps, swap
files, temporary files, printer spool files, and metadata that can only be retrieved by computer
forensics experts and is generally considered inaccessible without the use of specialized tools
and techniques will not be within the requirement for return or destruction of confidential
Information as set forth by this provision.
The Parties obligation of confidentiality shall survive the expiration or termination of this
Agreement. In some cases, either Party may require specific individuals to execute
individual confidentiality agreements on these same terms. If so, that does not limit or reduce
the Parties’ confidentiality obligations hereunder
b. the Parties shall have no confidentiality obligations for information which (i) was in
in their possession at the time of disclosure and without restriction as to
confidentiality; (ii) is or becomes generally available to the public through no breach of this
Agreement or other wrongful act by the Disclosing Party; (iii) is independently developed
by the the party to whom the information has been disclosed without regard to the
confidential information of the disclosing party, any referrals or any clients hereunder; or (iv)
is required by Court order or regulatory authority.
5.
a.
b.
Independent Contractor; Indemnification.
The Resource is an independent contractor for all purposes, and is not an employee,
agent, joint venture partner or partner of FuzeHub.
Resource shall indemnify, defend and hold harmless FuzeHub, its affiliates, officers,
directors, members, managers, employees, agents, independent contractors and other
resources, from and against any and all claims, liabilities, judgments, settlements, losses,
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damages, expenses, and other costs of whatever nature, including, without limitation,
reasonable attorneys' fees and disbursements arising out of, or resulting from, the actions of
Resource.
6.
Miscellaneous.
a. No Assignment. This Agreement is binding upon the parties hereto
and their respective heirs, representatives, successors and permitted assigns. No party may
assign its rights or obligations hereunder without written consent of the other party, which
may be withheld in the other party's sole discretion.
b. Notices. All notices hereunder shall be in writing and shall be made to the parties at their
addresses set forth above.
c. Entire Agreement; This Agreement constitutes the entire understanding and agreement
between the parties hereto with respect to the subject matter hereof, integrates all prior
understandings, agreements and representations with respect thereto, and may not be
altered, amended or modified in any manner except by a written agreement of the parties.
d. No Waiver. The failure of either party to exercise any rights hereunder shall not be
deemed a waiver of such rights.
e. Severability. If any part of this Agreement is held invalid or inoperative, it will be
enforced to the maximum extent permitted by law. The remainder of this Agreement,
disregarding such portion, will nevertheless continue in full force and effect as though such
provision had not been contained herein.
f. Governing Law. This Agreement shall be governed by the laws of the State of New York
without reference to conflicts of law rules. The parties hereby consent to the exclusive venue
and jurisdiction of New York State Supreme Court for the County of Albany for all disputes.
g. Counterparts. This Agreement may be executed electronically and in one or more
counterparts.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first
above written.
FuzeHub
By _
Name:
Title:
Resource
By: _______________________________________
Name:
Title:
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Doc #06-88384.7
Exhibit A
Payment terms:
1.
Upon the execution of this Agreement, the Resource shall pay an initial
application fee in the amount of $ ______ 0.00
2.
In addition, Resource shall pay one of the
FuzeHub and the Resource:
below, as initialed by
A flat fee of $
or
____ Five percent L5 %) of all gross revenues paid to or on
behalf of Resource from or on behalf or by reason of such referral.
This fee shall apply only to any revenues from the initial referral and
not from any subsequent revenues associated with repeat business
or any follow-on activities.
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