Sample Business Contracts

Solicitation Partnership Agreement - CHG Allied Inc. and EBG Consulting Inc.

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                       Solicitation Partnership Agreement

     This  Solicitation  Partnership  Agreement,  effectively  dated  August 4,
2003,  is  entered into by and between CHG Allied, Inc., a Delaware corporation
(CHGA,  or  the  "Solicitation  Partner" or "SP"), whose address is 3081 Holcomb
Bridge  Road,  C-2,  Norcross,  GA  30071,  and  EBG  Consulting, Inc., a Nevada
Corporation,  (the  EBG"),  who  address  is 5080 N. 40th Street, #105, Phoenix,
Arizona  85018,  and  Telco  Billing, Inc., a wholly owned subsidiary of YP Net,
Inc.,  both  Nevada  corporations (the "YPNET") whose address is 4840 E. Jasmine
#110,  Mesa,  AZ  85205  with  reference  to  the  following:

     1.  YPNT  is  engaged in the provision of internet yellow pages and access,
pursuant  to which YPNT mails to potential clients a solicitation in the form of
a  solicitation  check,  which, if cashed or deposited, signs that entity up for
Internet  Yellow Page / internet services / telephony services provided by YPNT.

     2.  SP  is  engaged in business as a marketer of access to various types of
medical  practioners,  and  as such maintains accurate lists of its [associates,
member/shareholders/clients, etc. (the "Recipients") which SP regularly mails to
and  believes  would  be  interested  in  and  would benefit from YPNT services.

     3.  EBG  is  engaged in the non-exclusive business of procuring clients for
such services. EBG has introduced the SP to YPNT, and YPNT and SP have agreed as
provided  pursuant  to  the terms of this Solicitation Partnership Agreement, to
include  with  SP's  regular  mailings and or to mail YPNT's client solicitation
material  to  Recipients,  substantially  in the form of "Exhibit A" hereto (the
"Solicitation  Material"),  which  material  included  a solicitation check (the
"Solicitation  Check"),  (collectively  the  Co-Mailing")  which, once cashed or
deposited converts a Recipient to a "Subscriber" by documenting that Recipient's
agreement  to  as  well  as  subscription  for  Internet  Yellow  Page/internet
services/telephony services provided by YPNT, all as more fully set forth in the
Solicitation  Material.

     In consideration of the mutual premises and covenants herein contained, the
parties  hereto  agree  as  follows:

I.  Obligations  of  SP:

     a. the SP agrees to provide YPNT with a database of the intended Recipients
of  the  Co-Mailing,  including  relevant  contact  information so that YPNT can
print,  clear and reconcile cashed solicitations checks in order to identify and
sign up new customers for YPNT services. YPNT will not otherwise use or disclose
such  database  to  third  parties  except  as  required  to  perform its duties
according  to  this  agreement  or as otherwise authorized by the SP in writing.

     b.  SP  may  provide  endorsements  for  the YPNT and or YPNT's service, as
reasonable requested by YPNT, which may or may not be included in any Co-Mailing
at  YPNT's  sole  discretion.

     c.  SP may include the Solicitation Material and endorsement if any in SP's
regular  mailings to Recipients or as a separate mailer as mutually agreed to in

     d. The SP shall bear all costs of mailings ("COM") for Co-Mailing except as
noted  in  section  II  (a)  below.

II.  Obligations  of  YPNT:

     a.  YPNT  shall only be responsible for (i) the payment of all the printing
of Solicitation Material, (ii) the payment of all amounts necessary to clear the
Solicitation  Checks  as  they  are presented, and (iii) any increase in postage
caused by the additional weight of the inclusion of Solicitation Material in the

     b.  YPNT  agrees to provide to the SP, on a monthly basis no later than the
15th  day  of  each month, a written statement (the "Monthly Report") indicating
all Recipients who have cashed and/or presented such YPNT checks for payment and
who  have become subscribers for services of YPNT (hereinafter, a "Subscriber"),
canceled service, received refunds or adjustments from YPNT as well as the funds
collected  by  YPNT  from  Subscribers  during  the  previous  month.

c.     YPNT  agrees  to  pay  the SP on a monthly basis, a total of seventy-five
cents  ($0.75)_____  (the  "Override Fee") per each individual paying Subscriber
who  from which YPNT has collected funds as set forth in the Monthly Report. Any
payments  required  to be made to EBG shall be borne by YPNT and is subject to a
separate  agreement.

d.     YPNT  has  the  right  to  reject  any  database  or  portion  thereof of
Recipients,  as  well  as t6o terminate any relationship with any Subscriber, as
well  as  to  refund  any  amount  to any Subscriber at YPNT's sole and absolute
discretion,  and shall deduct such Override Fees already paid pertaining to such
refund  from the Override Fees then due or that may become due to SP and or EBG.

e.     YPNT shall be required to pay an Override Fee on any funds collected from
a  Subscriber  for  up  to  a  maximum  of  36  months  per  subscriber.

III.  Miscellaneous:

     a.  As between YPNT and the SP, this Solicitation Partnership Agreement may
be  terminated  at  any time by YPNT or the SP, it being acknowledged and agreed
however,  that  such  termination shall not alter or amend the obligation to pay
the  Override  Fee  as  provided  for  in  herein.

     b.  This  agreement  terminates in its entirety sixty (60) months after its
effective  date,  except  as  described  in  number  2.e  above.

     c.  Each  party  hereto  warrants  and  represents  that:

          (i)  They  are  authorized, empowered and able to enter into and fully
perform  the  obligations  hereunder;  and

          (ii) Neither this Agreement nor the fulfillment thereof shall infringe
upon  the  personal  or property rights of any person, firm or corporation;

          (iii)  The services to be rendered hereunder shall not be in violation
of  any  law,  regulation  or  third  party  agreement

     d.  The  following  additional  provisions  shall  apply:

          (i)  This  Agreement  shall be governed by and construed in accordance
with  the laws in force in Arizona and the parties hereby agree to submit to the
courts  located  in  the  County  of  Phoenix,  Arizona.

          (ii)  All  notices and other communication required or permitted to be
given  under  this Agreement shall be in writing and shall be effective (a) when
delivered  personally;  (b)  when  transmitted by electronic facsimile device or
electronic  mail;  (c)  upon  receipt of such notice by Federal Express or other
overnight  delivery services; or (d) upon deposit in the U.S. Mail, certified or
registered  mail, postage prepaid and return receipt requested, addressed to the
other party at its address set forth below, unless by notice a different address
shall  have  been  designated  for  giving  notice  hereunder.

For  YPNT:

                                    Licensee:  YP  Net,  Inc.
                                     Address:  4840  E.  Jasmine  #110
                                        City:  Mesa
                             State/Zip  Code:  AZ,  85205
                                        Attn:  Greg  Crane  -  Director

And  to

                                    Licensee:  Law Offices of Lewis & Rocca, LLP
                                     Address:  40  N.  Central  Ave.
                                        City:  Phoenix
                             State/Zip  Code:  AZ,  85004
                                        Attn:  Randy  Papetti

For  EBG:

                    EBG  Consulting,  Inc.
                    5080  N.  40th  Street,  #105
                    Phoenix,  Arizona  85018
                         Attn:    Brad  Edson

And  to

                    Kelly  Lytton  &  Varm
                    1900  AVE  OF  THE  STARS,  Suite  1450
                    Los  Angeles,  CA  90067


                         Attn:  Bruce  Varm,  Esq.

For  the  SP:

                    CHG  Allied,  Inc.
                    3081  Holcomb  Bridge  Road,  C-2
                    Norcross,  GA  30071
                         Attn:  G  E  Spalding

     (iii) This Agreement contains the entire understanding of the parties. This
Agreement  may  not be changed orally but only by an agreement in writing signed
by  the  party  against  whom  enforcement  of any waiver, change, modification,
amendment,  extension  or  discharge  is  sought.

     (iv)  All parties shall defend, indemnify and hold the other parties, their
licenses  and  assigns  and the directors, officers, employees and agents of the
foregoing,  harmless  from all claims, liabilities, damages and costs (including
reasonable  legal  feels  and  court  costs)  arising form any breach or alleged
breach  by  such party of any representation, warranty or agreement made by such
party  hereunder  or  from  any  use  of  the  materials  supplied by such party

     (v)  All parties warrant to the other that they will not be responsible for
representations, warranties or statements made to other third parties whether as
part  of  this  agreement  or  in  reference  to  the  other  in  any  matter.

     (vi)  Nothing  in  this  agreement  shall be construed as to make any other
party  an  agent  of any other party. The SP acknowledges and agrees that EBG is
not  responsible for, and has no obligation, whether express or implied, for the
performance  of  YPNT  under  this  agreement, including but not limited to, the
payment  by YPNT of the Solicitation Checks, or the payment of the Override Fee.
YPNT  agrees  to indemnify and hold harmless both the SP and EBG from any claims
from any third parties, including any Recipients, relative to any of the matters
covered  by  this Sponsorship Partnership Agreement caused by a direct result of
YPNT's  negligence.

If any provision of this Agreement is determined to be invalid or unenforceable,
the remaining portions hereof shall not be affected thereby and shall be binding
upon  the  parties  hereto  and  shall  be enforceable as though said invalid or
unenforceable  provision  were  not  contained  herein.

     (vii) Any party may terminate this Agreement immediately upon notice in the
event  that  another  party  (a)  makes  a general assignment for the benefit of
creditors, (b) files  a voluntary petition of bankruptcy, suffers or permits the
appointment  of  a  bankruptcy  receiver for its business or assets, (c) becomes
subject  to  any  proceedings  under any bankruptcy or insolvency law where such
proceeding  has not been dismissed within sixty (60) days or (d) has wound up or
liquidated,  voluntarily  or  otherwise.

     (viii)  The parties acknowledge that it will be necessary to provide access
to  confidential  and/or  proprietary information ("Proprietary Information") to
each  other  in connection with this Agreement. Proprietary Information shall be
clearly  identified  or  labeled  as such by the disclosing party at the time of
disclosure.  Each  party  shall  protect  the confidentiality of the Proprietary
Information  of  the  other  party  in  the  same  manner as it protects its own
proprietary  information  of like kind. The parties shall return all Proprietary
Information  of  the other upon the earlier of a request by the disclosing party
or upon termination of the Agreement. Neither party shall reproduce, disclose or
use  the  Proprietary  Information of the other without written authorization of
the  other  except  in  performing  its  obligations  under this Agreement or as
required  by law. The terms and conditions of this Agreement shall be considered
Proprietary  Information and shall not be disclosed by either party to any third
party.  The  limitations  on  reproduction,  disclosure,  or  use of Proprietary
Information  shall not apply to Proprietary Information which (a) was develop3ed
independently  by  the  party receiving it; (b) was lawfully received from other
sources  without  an  obligation  of  confidence;  (c) is published or otherwise
disclosed  to  others  by the disclosing party without restriction, or otherwise
comes  within  the  public  knowledge  or  becomes generally known to the public
without  breach  of  this  Agreement. CHGA's networks of providers, comprising a
part  of CHGA's Proprietary Information, as disclosed to YPNET and EGB from time
to  time  includes,  for EGB and YPNET's befit and use, providers in each of the
States  of the United States and in Puerto Rico. They are national networks, and
thus  the  scope of the restrictions contained in this paragraph are national in
scope,  including  Puerto  Rico. YPNET and EGB agree that these restrictions are
reasonable  as  to  territory  and subject matter addressed give the networks of
providers  and  pricing structure it and its Members will receive as a result of
this  agreement.

     (ix)  All  parties hereto acknowledge that, in the event of a breach of the
provisions  contained  in  either of the two preceding paragraph, the amount and
extent  of  any  resulting  damage to the other party would be difficult, if not
impossible,  to  ascertain.  Accordingly,  the  offended  party  may enforce its
rights  under such paragraph by seeking from any court of competent jurisdiction
an injunction that prohibits the alleged offending party from engaging in any of
the  activities  or  practices which are deemed a breach of such provisions. The
parties  agree  that,  in  any  such proceeding, the offended party shall not be
required  to  establish  any  irreparable  harm  in  order  to  be  entitled  to

injunctive  relief. Upon finding that a party has breached the applicable of the
foregoing two paragraphs of this Agreement, the court shall conclusively presume
that  the  other party has suffered irreparable harm sufficient for the entry of
an  injunction,  and  subsequent  to  such injunction either party may audit the
books  and records of the other party if necessary as part of a determination of
monetary  damages. In the event that an unsupported action is brought hereunder,
the  party  bringing  the  action  is  liable  for payment of the legal costs of
defense  incurred  by  the party improperly charged. The terms of this paragraph
shall  survive  the  termination of this Agreement, regardless of the reason for
such  termination.

     (x)  It  is expressly understood and agreed that, notwithstanding the title
of  this  agreement,  the relationship of each party to each other is that of an
independent  contractor  and  that neither this Agreement nor the services to be
rendered  hereunder  shall  for  any  purpose whatsoever or in any way or manner
create,  expressly  or  by  implication,  any  employer-employee  relationship,
partnership,  joint venture or other relationship other than that of independent
parties  contracting  with each other solely for the purpose of carrying out the
provisions  of  the  Agreement.  Accordingly, each party hereto acknowledges and
agrees that he shall not be entitled to any benefits provided by any other party
to their respective employees or affiliates (including, without limitation, such
items  as  health and disability benefits). In addition, each party hereto shall
have sole and exclusive responsibility for the payment of all federal, state and
local  income  taxes, for all employment and disability insurance and for Social
Security  and  other  similar taxes with respect to any compensation provided by
hereunder.  Each  party further agrees that if such party pays or becomes liable
for  such  taxes or related civil penalties or interest as a result of a failure
another  party  to pay taxes or report same, the party failing to pay such taxes
shall indemnify and hold the party or parties paying such taxes harmless for any
such  liability.  Each  party  hereto  expressly  assumes  and  accepts  all
responsibilities  that  are  imposed  on independent contractors by any statute,
regulation,  rule of law or otherwise. No party hereto is authorized to bind any
other  party  hereto,  or  to incur any obligation or liability on behalf of any
other  party,  except  as  expressly  set  forth  in  writing.

     IN WITNESS WHEREOF, the parties have executed this agreement as of the date
first  above  written.


YP Net, Inc., By                              /s/  DeVal  Johnson,  Director
EBG Consulting Inc., By                       /s/  Stuart  Benson,  President
CHG Allied, Inc., By                          /s/  G  E  Spalding,  CEO