- Introduction: This Agreement is entered into between TheMVPService (MVP) and ____________ (Resort) as of the Effective Date, listed below. Both parties have read and understood this Agreement and agree to the following terms, conditions, and statements of fact:
- Recital: MVP’s goal is to provide resorts with an unprecedented opportunity to realize savings by providing access to vendors willing to offer national account pricing, discounts, and/or special offers.
- Definitions: The parties agree to the following definitions of terms:
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- Buying Program – “Concierge Membership,” MVP’s innovative approach to bringing resorts and vendors together, operated through the website, www.themvpservice.com.
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- Confidential Information – Any and all non-public information concerning MVP, Resort, Vendor Partners, or their clients, employees, or associates. Such information includes, but is not limited to, proprietary information, trade secrets, and intellectual property.
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- Vendor Partners – Those businesses that comprise the “seller” side of MVP’s Concierge Program. Vendor Partners represent a wide array of goods and services providers, including, but not limited to: fixtures/appliances, furnishings, linens/terry, electronics, building materials, housekeeping, landscaping, design, and construction services.
- Duties: The parties agree to the following allocation of responsibilities:
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- MVP will provide Resort with access to any and all national account pricing, discounts, and special offers it has negotiated with Vendor Partners.
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- MVP will maintain its website with frequent updates to maximize ease of use for Resort, however, the ultimate purchase will be made, in most cases, directly through the Member Vendor’s website.
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- MVP will design and distribute a regular e-newsletter featuring ads, news, and offers from Vendor Partners.
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- MVP will use its best efforts to provide quick and efficient customer service to Resort.
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- MVP will not sell or provide Resort contact information to any third parties without the express permission of Resort.
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- Resort will pay an annual membership fee, according to the following schedule:
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- First year Concierge membership = $99
- Subsequent years Concierge membership = $99
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- Membership will be based on one of two billing cycles, depending on the Effective Date. If Effective Date is between January 1 and June 30 of any given year, Resort will be on “Billing Cycle 1”; if Effective Date falls between July 1 and December 31, Resort will be on “Billing Cycle 2.” Resorts on Billing Cycle 1 will pay membership fees by February 1; resorts on Billing Cycle 2 will pay membership fees by August 1, for participation during that calendar year.
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- A 5% late charge will be assessed on all payments over 30 days past due.
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- Resort is under no obligation to make purchases from Member Vendors; however, any and all purchases made by Resort from Member Vendors during the term of this Agreement must be made using the Buying Program. Member Vendors are likewise under no obligation to sell.
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- Resort will pay Vendor Partners directly, and in a prompt and commercially reasonable manner. All sales are subject to Member Vendor’s purchasing requirements and may require financial and/or credit information from Resort.
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- Resort consents to receiving periodic communications from MVP, including, but not limited to: e-newsletters, special offer e-mails, and direct-mail marketing materials. All such communications will come directly from MVP, not third parties, unless agreed to in advance by Resort.
- Rights: The parties agree to the following allocation of benefits:
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- Resort grants MVP a non-exclusive license to use Resort’s name, logo, slogans, and trademarks for the purposes of solicitation of Vendor Partners.
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- MVP has the right, beginning in 2012, to periodically adjust the amount of its membership fees; all such changes will be limited to a 10% increase in any given year.
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- MVP may immediately terminate this contract if Resort fails to pay any Vendor Partners in a prompt and commercially reasonable manner. In the event of such termination, Resort will forfeit any membership fees paid and the right to use the Concierge Membership Program.
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- Either party may terminate this contract, without cause, upon 30 days written notice. In the event that such termination occurs before six months have elapsed in the current billing cycle, Resort will receive a prorated refund of its membership fee.
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- In the event that Resort experiences any difficulties in dealing with Vendor Partners, Resort will have the right to contact MVP for assistance in mediating such disagreements. Resort is strongly encouraged to use MVP as an intermediary in such matters, as avoiding litigation is in all parties’ best interests.
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- Nothing in this Agreement will affect MVP’s right to collect fees and/or commissions from Vendor Partners, based on their participation in the Concierge Membership Program.
- Risk Allocation: The parties agree to the following allocation of risks:
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- Any and all sales made pursuant to the Concierge Buying Program will constitute a contract between Resort and the individual Vendor Partner making the sale. Resort will retain any and all forms of legal recourse afforded by such contracts and the common law. MVP will not bear the ultimate financial responsibility for such purchases.
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- MVP makes no guarantees regarding Vendor Partners claims of price, quality, quantity, or delivery for any purchases made through Vendor Partners.
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- Both parties understand that they are entering into this Agreement as independent contractors, and that nothing in this Agreement is intended to create any employer/employee or principal/agent relationship. Each party assumes full responsibility for its own actions, as well as the actions of its employees; each party bears full responsibility for its own tax obligations.
- Renewal: Unless terminated in writing, this Agreement will automatically renew annually, on the first day of the appropriate billing cycle, for a period of one year. All membership fees will be determined as of the date of renewal; payment will be due within 30 days.
- Exclusivity: During the term of this Agreement, Resort will not join, endorse, or participate in any programs that are in direct competition with the Concierge Membership Program.
- Confidential information: Both parties agree not to divulge any Confidential Information, and to refrain from discussing any Confidential Information, including pricing terms available under the Concierge Membership Program, with any unauthorized third parties. This provision will survive the termination of this Agreement.
- No Assignments: Resort will not assign any of its interests, rights, or obligations under this Agreement to any third parties without the written consent of MVP.
- Choice of Law/Venue/Consent of Jurisdiction: This Agreement will be interpreted and applied using Ohio law. Both parties consent to the courts of Ohio for purposes of jurisdiction and choice of venue.
- Attorney’s Fees: In the event of a lawsuit between the parties, the prevailing party will be entitled to recover, from the losing party, all attorney’s fees and court costs incurred as a result of the lawsuit.
- Severability: If any provision of this Agreement is found to be illegal, invalid, or unenforceable, such provision will not affect the validity or enforceability of the rest of the Agreement.
- Waiver: The waiver of any breach of this Agreement will not affect the parties’ ability to enforce any subsequent breach.
- Authority/Effective Date: The parties warrant that the persons signing below have the authority to enter into this Agreement on behalf of the parties, and intend for the Agreement to take effect as of the date signed by both parties.
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Joseph Takacs Jr. |
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(Date) |
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(Date) |
