WHEREAS, Client desires to retain the services of Flatrate-Utilities.com to assist Client in the savings of Client's utilities through Flatrate-Utilities services;
WHEREAS, Flatrate-Utilities.com desires to undertake such assignment for the compensation set forth herein:
NOW THEREFORE, intending to be bound hereby and in consideration of the terms, conditions, covenants, and promises contained herein, the parties hereto do hereby agree as follows:
1. OVERVIEW OF Flatrate-Utilities.COM'S DUTIES
Flatrate-Utilities.com will assist Client with various tasks designed to plan, facilitate and support Client's management and savings requirements on all client utilities.
Flatrate-Utilities.com is directed by Client to immediately commence the implementation of services designed to generate significant savings on utilities for customers.
2. Flatrate-Utilities.COM DUTIES
2.1 To assist client in the following areas
a. Total utility management.
b. Monthly status reporting to Client.
c. Alerts client to new and efficient products that will further enhance savings for clients.
Telephone consultation with Client on strategy for any new program.
3. CLIENT COMMITMENT
Client hereby commits to follow the program prescribed to them by Flatrate-Utilities.com in their personal account.
For Client commitment to utility management service, Flatrate-Utilities.com will be compensated a base fee of $8.00 per month. Any additional services offered by Flatrate-Utilities.com will be charged accordingly.
5. BILLING AND PAYMENT
Client will maintain with Flatrate-Utilities.com a credit card number or bank draft instructions for clients assigned FlatRate. Receipt of payment will be provided to Client monthly. Any insufficient funds will be charged a $20 fee if Flatrate-Utilities cannot collect the funds on due date, or has not been advised of such prior to due date of execution of such.
6. TERM OF AGREEMENT
The Agreement will remain in effect for a period of one year, and is renewable each year thereafter. In consideration of the value-added services, Client agrees that Flatrate-Utilities.com is their exclusive contracted provider of utility management services during the term of this agreement.
7. AUTHORIZED USE OF MATERIALS, CONCEPTS AND PROGRAMS
Client acknowledges that Flatrate-Utilities.com makes various proprietary information and materials available to Client for use only with the Flatrate-Utilities service as described in this Agreement and supplied through Flatrate-Utilities.com. Any other use of information, materials, concepts and or programs obtained by Client from Flatrate-Utilities.com during the term of prior or current agreements with Flatrate-Utilities.com are strictly prohibited unless authorization is given in writing.
8. AUTHORIZED USE OF CLIENT DATA
Flatrate-Utilities.com acknowledges that Client will supply its proprietary data to Flatrate-Utilities.com for use only with the Flatrate-Utilities service as described in this Agreement. Any other use of this data supplied by Client during the term of this Agreement with Flatrate-Utilities.com is strictly prohibited unless Client gives authorization in writing.
9. NO LIABILITY
In no event shall Flatrate-Utilities.com be liable to Client for any special, incidental, or consequential damages (including, but not limited to, lost profits) directly or indirectly arising from the performance of its obligations under this Agreement.
Each party to this Agreement (the "Indemnifying Party") shall defend, indemnify, and hold harmless the other party (the "Indemnified Party"), the Indemnified Party's officers, employees, partners, agents, and affiliates, from and against any claim, loss, cost, expense, and liability, including reasonable attorney's fees, to the extent resulting from any negligent or intentionally wrongful act or omission arising out of the performance of this Agreement. Notwithstanding the preceding, this obligation to indemnify shall not apply to any claim to the extent arising from any negligent or intentional misconduct of the Indemnified Party or of any agent, employee, or licensee of the Indemnified Party.
Client may not assign its benefits under this Agreement (in whole or in part) without the prior written consent of Flatrate-Utilities.com, which consent shall not be unreasonably withheld. Client may assign this Agreement to a subsidiary, affiliate, successor company, or to any partnership in which Client participates.
12. ARBITRATION OF DISPUTES BETWEEN PARTIES
Any dispute or claim in law or equity between Client and Flatrate-Utilities.com arising out of this Agreement or any resulting transaction shall be decided by neutral, binding arbitration. The arbitration shall be conducted in accordance with the rules of the American Arbitration Association (AAA) or Judicial Arbitration and Mediation Services, Ins. (JAMS). The claimant first filing for the arbitration shall make the selection between AAA and JAMS rules. Unless the parties to the arbitration agree otherwise, the arbitration shall be conducted in accordance with the Texas Code of Civil Procedure. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The parties shall have the right to discovery in accordance with Code of Civil Procedure.
All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or 5 days after being deposited in the United States mail, postage prepaid, addressed as follows:
If to "Client":
If to "Flatrate-Utilities.com":
Attn: Mr. William A. Foster, III-President / CEO
4226 Bayglen Ct.
Houston Texas. 77068
Either party may change such addresses from time to time by providing written notice in the manner set forth above.
14. ENTIRE AGREEMENT
This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or other, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. This Agreement was negotiated and jointly prepared by the parties and shall be binding upon and inure to the benefit of heirs, successors and assignees of the parties.
This Agreement may be modified or amended, in whole or in part, only by an amendment in writing signed by both parties.
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
17. ATTORNEYS FEES
In the event of any legal action for breach of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and expenses incurred in connection therewith.
18. WAIVER OF CONTRACTUAL RIGHTS
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
19. GOVERNING LAW; VENUE
This Agreement, and each of its terms, shall be construed under and bound by the laws of the State of Texas. All disputes concerning this Agreement shall be heard in Harris County, Texas.
Flatrate-Utilities.COM William A. Foster, III- President / CEO Authorization to Proceed I agree to the terms in the above proposal and grant authorization to proceed in accordance with these terms.