Affiliate Terms & Conditions - Kaplan Transportation

Affiliate Terms and Conditions

Contractor will start an independent contractor relationship with BCI as a 1099 Vendor/consultant.

Contractor will be compensated at price agreed upon.Payments will be made once job is completed and customer is satisfied.

Contractor agrees that all clients attained through the marketing efforts of BCI or any referrals are to be clients of BCI, and not clients of Contractor. The Contractor agrees that all clients (including the actual client and any customer thereof to which the goods or services are provided) introduced by BCI to Contractor are clients of BCI. Contractor shall not, directly or indirectly, as an executive, employee, corporation, limited liability company, partnership or any other legal entity, consultant, agent, principal, partner, more than 1% shareholder or member, officer, director, or in any other individual or representative capacity, engage or participate in any business that sells, solicits or attempts to sell any products or services to such clients during the term of this agreement and for a two (2) year period after the termination of this agreement, without the prior written consent of BCI. Because of the difficulty of measuring economic losses to BCI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to BCI for which it would have no other adequate remedy, Contractor agrees that the foregoing covenant may be enforced by BCI in the event of breach, in addition to, but not in lieu of, any other available remedies, by injunctions and restraining orders and other equitable remedies. It is agreed by the parties that this covenant imposes a reasonable restraint on Contractor.

Contractor agrees to indemnify and hold harmless BCI and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on the services that Contractor provides to clients referred to it by BCI. Contractor shall obtain, at Contractor’s expense, and keep in effect during the term of this contract, All required insurance that your state requires. and the Contractor’s coverage will be primary in the event of a loss. As evidence of the insurance coverage required by this contract, the contractor shall furnish a Certificate of Insurance to BCI. The certificate will specify and document all insurance-related provisions within this contract. A renewal certificate will be sent to BCI 10 days prior to coverage expiration.

The Contractor acknowledges this Agreement is fair and reasonable and is necessary to protect the interests of BCI, and that its strict enforcement will not prevent Contractor from earning a livelihood.

Should BCI bring an action in any court of competent jurisdiction to enforce any of the provisions hereof, and prevail in any aspect of such action, the Contractor agrees to pay reasonable attorneys’ fees, deposition and transcriptions costs, court costs and any other costs reasonably incurred by BCI by reason of such action.

This Agreement may be assigned by BCI in the event of a bona fide sale or transfer of ownership or control of BCI to another person, firm or corporation.

This Agreement shall be binding upon all and shall inure to the benefit of the parties and their respective legal representatives, successors and assigns.

The validity, enforceability and interpretation of this Agreement shall be determined and governed by the laws of the State of Maryland and, where applicable by virtue of preemption, under laws of United States of America. Both parties hereby consent to personal jurisdiction and venue in the courts of the Courts of the State of Maryland or in any federal court located in Maryland if any such suit is brought under the terms of or relating to this Agreement.

In the event that any of the provisions of this Agreement, or any application thereof, is declared to be invalid, illegal, unenforceable, inoperative, or of no effect by any court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions of this Agreement, and any other application thereof, shall continue to apply with full force and effect and shall not in any way be affected or impaired thereby. This Agreement shall be interpreted independently, and enforced independently, from any other agreements among the parties including, without limitation, the Stock Purchase Agreement.

This Agreement constitutes the full and complete understanding of the parties and supersedes all prior agreements. Any agreements hereafter made shall be ineffective to change, modify, add or discharge, in whole or in part, obligations and duties under this Agreement, unless such agreement is in writing and signed by the parties or such party’s duly authorized representative. No obligations, agreement or understanding shall be implied from any of the terms and provisions of the Agreement, all obligations, agreements and understandings with respect to the subject matter of the Agreement having been expressly set forth in it. A waiver by either party of any breach or default shall not constitute a waiver or any subsequent breach or default.

A party’s failure to seek redress for violation of or to insist upon the strict performance of any provision of this Agreement will not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.

Whenever the context so requires, the use of the masculine gender shall be deemed to include all genders and the use of the singular shall be deemed in include the plural.

The undersigned parties each acknowledge that in negotiating and reviewing this Agreement they have received advice from counsel of their choosing and that they received and considered the opinions and recommendations of such counsel in entering into this Agreement.

This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which will constitute one and the same agreement.