This AGREEMENT (the "Agreement"), effective the day you accept the following terms, is entered into by and between Full Partner, LLC, an Iowa Limited Liability Company ("Full Partner, LLC") and you and your organization, recognized as the "Affiliate", with reference to the following:
A. Full Partner, LLC is, and has been, actively engaged in the business of Website Development.
B. Affiliate is, and has been, actively engaged in the business of any legal activity and other services relevant to their particular industry . Sites submitted for consideration in the Affiliate program are subject to review, and Full Partner, LLC reserves the right to decline acceptance of any Affiliate it deems inappropriate.
C. Full Partner, LLC and Affiliate desire to affiliate their websites for the sole purpose of increasing the number of online visitors to each site.
NOW, THEREFORE, in furtherance of the Agreement, and in consideration of the promises, mutual representations, warranties, covenants and agreements hereinafter set forth, the parties agree as follows:
1. Marketing Services Provided to Affiliate. Full Partner, LLC agrees to provide the following marketing services to Affiliate within one week of the date of this Agreement:
a. Reciprocal Links. Full Partner, LLC shall include one (1) link on its Affiliate's page which shall advertise Affiliate and link to Affiliate's site. The editorial content of the link shall be within the sole and absolute discretion of Full Partner, LLC.
b. Banners may be accepted based on relevancy and appropriateness. All banners submitted will be reviewed but no guarantee is intended or implied in accepting such banners for inclusion on the Affiliate directory page.
2. Marketing Services Provided to Full Partner, LLC. Affiliate agrees to provide the following marketing services to Full Partner, LLC within one week of the date of accepting this Agreement:
a. Homepage Link. Affiliate shall include at least one (1) text link to www.fullpartner.com, in addition to the required banner, if the Affiliate has an online directory of websites they promote and/or endorse. The size and typeface of the text link shall be comparable to that of the other text links of this nature. The placement of the text link shall be within the sole and absolute discretion of the Affiliate.
b. Banners. Affiliate shall include banners which shall advertise www.fullpartner.com on Affiliate's website. The editorial content and image content of the banners shall be within the sole discretion of Full Partner, LLC.
Gross Sales Commission. Full Partner, LLC shall pay to the Affiliate the rate of 10% of the monthly technology access and hosting fee for each new website. Commission is paid monthly.
4. Tracking System. Full Partner, LLC shall make available to the Affiliate, at all times during this Agreement, a valid username and password to access the Affiliate Program Commission Report. The Affiliate Program Commission Report shall allow the Affiliate to track the customers who have purchased a website package setup after linking to www.fullpartner.com through the Affiliate's website.
5. Term of the Agreement. This Agreement shall commence on the date this Agreement is accepted, and shall continue until terminated by either party.
6. Non-Competition. During the term of this Agreement, the Affiliate agrees that it shall not, without the prior written consent of Full Partner, LLC, directly or indirectly, compete with Full Partner, LLC.
7. Confidential Information. Both parties acknowledge that internal information relating to each other's business affairs constitutes proprietary and confidential information. Each party therefore agrees that it will not, during or after the term of this Agreement, disclose any proprietary or confidential information or any portion thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever. Both parties further agree to hold and protect all proprietary and confidential information and other internal information concerning the business and affairs of one another in every form (e.g. writings, memoranda, books, working papers, letters and electronic data), and upon demand, will deliver said information with all copies thereof.
8. Injunctive Relief and Other Remedies upon Breach by Affiliate. Affiliate acknowledges and agrees that (i) the provisions of this Agreement are reasonable and necessary to protect the legitimate interests of Full Partner, LLC, and (ii) in the event of any breach by the Affilate of any of the Affiliate's covenants and agreements contained herein, Full Partner, LLC would encounter extreme difficulty in attempting to prove the actual amount of damages suffered by it as a result of such breach, Full Partner, LLC would not have an adequate remedy at law in such event and, therefore, in addition to any other remedy it may have at law or in equity in the event of any such breach, Full Partner, LLC shall be entitled to seek and receive specific performance and temporary, preliminary and permanent injunctive relief from violation of any of the provisions of this Agreement from any court of competent jurisdiction without the necessity of proving the amount of any actual damages to it resulting from such breach.
9. Entire Agreement. This Agreement contains the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements.
10. Governing Law, Jurisdiction and Venue. This Agreement shall be governed in all respects by the laws of the the State of Colorado; and, all matters relating to the validity, construction, interpretation and enforcement of this Agreement, whether sounding in equity, contract or in tort, shall be determined in accordance with and under such laws. The parties agree that the State and/or Federal Courts in the State of Colorado shall have exclusive jurisdiction (personal and subject matter) over the parties and all actions, suits and proceedings of any type instituted by the parties, or on their behalf, in connection with this Agreement. The parties also agree that proper venue for all such action, suits and proceedings, shall be only in the State of Colorado.
11. Attorneys Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs, in addition to any other relief to which the prevailing party may be entitled.
12. Severability. It is intended that each section of this Agreement shall be viewed as separate and divisible and in the event that any section or subsection therein shall be held to be invalid, the remaining sections or subsections shall continue to be in full force and effect.
13. Successors and Permitted Assigns. This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors and permitted assigns. Full Partner, LLC expressly reserves the right to assign all of its duties, rights, and benefits under this Agreement to a third party.
14. Modifications; Amendments; Waivers. This Agreement may be modified only by a written instrument duly executed by each party hereto. Any waiver of any term or condition of this Agreement shall be effective only if made in writing and only in the specific instance and for the purpose of which it is given.
15. Headings. The title of this Agreement and the descriptive headings contained herein are for convenience and reference only, do not form a part of this Agreement, and do not in any way modify, interpret, or construe the intentions of the parties to this Agreement.