A-CORP™ AGENT AGREEMENT

A-CORP™ 268 RANGEWAY ROAD, N. BILLERICA, MA 01862
TEL: 1-800-700-8062 or FAX: 978-663-0061

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Agreement made effective this______day of_________, ________ by and between ACorp™., a Massachusetts corporation with a usual place of business at 268 Rangeway Road, North Billerica 01862 (ACorp) and____________________, with a usual place of business ______________________________(Agent).

WITNESSETH

A. A-Corp™ is a franchisor of drain and sewer cleaning franchises and has begun marketing its franchises in select geographic areas in the United States, which franchisees operate under the registered trademarks
"Rooter-Man®" and "Rotor-Man".

B. The Agent would like to serve as an agent for ACorp for the period contemplated by the Agreement.

NOW THEREFORE, in consideration of the mutual promises, understandings and agreements contained herein, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Appointment and Territory

Subject to the terms and conditions hereof, ACorp™ hereby authorizes and Agent accepts such authorization to promote the sale of Rooter-Man® franchises in the locations listed in Appendix A ( the "Territory").

2. Franchise and Territory

ACorp reserves the right, without prior notice and without liability, to modify, alter, improve, and change the Franchise or Franchise Agreements, and as well as to discontinue the sales of new franchises at any time. ACorp reserves the right, without prior notice and without liability to modify, alter, or change the boundaries of the Territory.

3. Sales and Acceptance

A. Agent agrees to quote only such prices, terms, and conditions and to make only such representations as to the Franchises as ACorp may from time to time authorize subject to the condition that the solicitation, sale and prices, terms, representations and conditions of such Franchises shall be subject to approval and acceptance by ACorp at its principal place of business in Billerica, Massachusetts.

B. ACorp reserves the right to approve or disapprove, accept or reject, any Franchisee or Franchise Agreement received at its office and no such agreement shall be binding on ACorp until accepted and signed by ACorp. ACorp's right to refuse such agreements shall be unrestricted and ACorp shall not be liable in any manner whatsoever to Agent on account of such refusal.

C. Any proposed agreements shall be forwarded by the Agent to ACorp immediately, together with the initial franchise fee, which the Agent has received from the proposed franchisee. ACorp will then evaluate the proposed franchisee. In the event that the proposed franchisee is not accepted, ACorp will notify the Agent in writing and will return the fee directly to the proposed franchisee.

4. Relationship of the Parties

A. It is expressly agreed between the parties hereto that in all matters relating to this Agreement Agent shall act as a independent contractor. Nothing in this Agreement shall be construed as constituting Agent, nor employees of Agent as employees of ACorp. Agent and employees of Agent shall not be entitled to any of the benefits accorded to employees of ACorp. Agent shall have no authority by virtue of this Agreement to create any obligation, expressed or implied, on behalf of ACorp. to any third party. Agent shall be solely responsible for all its acts and any failure to act of its employees, agents and representatives.

B. All expenses for the operation of Agent's offices and activities shall be borne by Agent who shall be solely responsible for their payment.

C. Agent has no authority to commit ACorp in any matter, cause or undertaking whatever, without the prior consent of ACorp; and similarly, ACorp has no authority to commit agent in any matter, undertaking or cause without the prior written consent of Agent.

D. Agent shall not by reason of its appointment under this Agreement or otherwise be empowered to use the name of ACorp or any trademark of ACorp in its advertising, labels, literature, stationery or in any manner whatsoever; provided, however that while this Agreement remains if full force and effect, Agent shall be entitled to use name and Trademarks to describe itself as a sales Agent of Rooter-Man franchises in the Territory.

5. Agent's Responsibilities

A. To actively and diligently promote the sale of Franchises within the Territory, consistent with good business practice.

B. Agent will indemnify and hold harmless ACorp, its directors, officers, agents, and employees from and against any loss, cost, damage, claim, expense or liability, including reasonable attorney's fees, by reason or arising out of property damage, personal injury or other suit or claim against ACorp resulting from or in connection with actions or failure to act of Agent, its directors, officers, agents or employees.

C. Agent shall provide ACorp with monthly or other reasonable reports, as requested by ACorp, pertaining to potential franchisees, contacts and marketing efforts.

D. Agent shall carry, at Agents own expense, appropriate insurance protecting itself against loss, or liability in regard to its business operations.

E. Agent shall at its sole cost and expense, comply with all the laws, statutes, ordinances and regulations now or hereafter in effect in connection with Franchising and the sale of ACorp Franchises within the Territory including those involving the sale of Franchises through sales Agents.

F. Agent shall not acquire any ownership rights in any trademark owned by ACorp. or in any other of ACorp's proprietary rights.

G. ACorp shall have the right to approve or disapprove, in advance, all advertising ( including participation in trade shows) and all written materials prepared by Agent relating to the sale of Franchises.

H. Agent recognizes that by carrying out the provisions of this Agreement, Agent will be in a position to learn business methods, trade secrets and other proprietary information of ACorp. Agent acknowledges that such trade secrets and business methods, etc., are the exclusive property of ACorp and Agent expressly agrees that it will not disclose, or use, or furnish to any person, firm, or business entity, any Agent trade secrets, business methods, or proprietary information used by ACorp in connection with its business. However, nothing in this section shall be construed to limit the disclosure by Agent of any information necessary or appropriate to the sale of Franchises.

I. Agent agrees that during the term of this Agreement, including all extensions thereof, Agent shall not, directly or indirectly, engage in any business or enterprise which competes in the Agents Territory with the marketing, and selling of draining and sewer cleaning Franchises.

 

6. Responsibilities of A Corp

A. At ACorp¹s cost, ACorp shall provide Agent from time to time any sales literature which, in ACorp¹s sole judgment, may be helpful to Agent in dealing with prospective franchisees. Any written materials and, or sales literature which ACorp may furnish shall at all times remain the property of ACorp and shall be returned to ACorp upon its request and upon expiration or termination of this Agreement.

B. ACorp reserves the right to establish or to change at any time, without notice the price of a Franchise.

 

7. Compensation

Subject to the terms and conditions of this Agreement, Agent shall receive compensation for its services under this Agreement as follows:

A. For each franchise which the Agent sells in the Territory, the Agent shall receive 35% of the initial franchise fee.

 

8. Duration of Agreement and Termination

A. This Agreement shall commence on the day and year first written above, and shall remain in effect until terminated. Either party may terminate this Agreement with or without cause and without liability upon giving of 60 days written notice of termination to the other party. This Agreement shall automatically and without further action terminate at the expiration of the 60 day notice period. Notwithstanding anything to the contrary, in a situation where it is deemed that the Agent is not performing to the standards outlined in this agreement and in the best interest of ACorp, this agreement may be terminated upon 30 days notice.

B. This Agreement shall automatically terminate upon the occurrence of control of Agent changing hands, and in such case, ACorp shall not be required to give the notice.

C. In the event that at any time during the term of this Agreement either party is adjudged bankrupt or shall make an assignment for the benefit of its creditors, or a receiver is appointed for it or for any of its properties or it is adjudged to be insolvent, the other party hereto shall have the right, at its election, to terminate this Agreement effective upon giving of written notice to that effect. In no event may this Agreement be construed as an asset of such party becoming insolvent, bankrupt, making an assignment or trust mortgage for the benefit of creditors or entering into receivership.

D. Upon Termination of this Agreement:

1. Agent shall immediately cease to describe itself as an Agent of ACorp.

2. Agent shall not be entitled to any separation compensation or damage of any kind, except for outstanding and unpaid commission.

3. Agent shall have no proprietary interest in franchisees -or names of potential franchisees developed by Agent in the Territory.

E. Termination of this Agreement shall not relieve Agent from any obligations which by their terms are intended to survive Termination.

 

9. Controlling Law

A. Agent and ACorp agree that the validity, construction and performance of this Agreement shall be governed by the laws of the Commonwealth of Massachusetts.

B. In the event that any singular part of this contract is held to be invalid, all remaining parts remain in force.

 

10. Assignments

This Agreement is not subject to assignment by Agent, either voluntary or by operation of law, without the express written consent of ACorp.

11. Prior Agreements

All understandings, and agreements heretofore made between the parties, hereto are merged into this Agreement. Which alone fully expresses the Agreement of the Parties with respect to its subject and to its subject matter.

12. Waiver

No waiver or modifications of this Agreement shall be valid and enforceable unless set forth in a written agreement signed by both Parties. The failure of either Party to enforce at any time, or for any period of time the provisions of this Agreement, shall not be construed as a waiver of such provisions or the right of such party thereafter to enforce each and every provision.

13. Negotiation and Mediation

The parties agree that any claim or dispute arising out of this agreement shall be resolved by negotiation and mediation. Before the commencement of any mediation the Agent shall submit to the following negotiation process:

A. The Agent shall promptly submit in writing the nature of his grievance with ACorp along with any reasonable suggestions for the dispute¹s possible resolution; and

B. Within 60 days the Agent shall attend a negotiation meeting with ACorp in Boston, Massachusetts or by telephone conference to discuss in detail the dispute and to work towards its possible resolution. If the parties are unable to reach an amicable solution, then the dispute shall be submitted to mediation as follows:

C. The parties agree to participate in at least 6 hours of non-binding mediation conducted under the then-prevailing commercial mediation rules of the American Arbitration Association ("AAA") and initiated at and supervised by the AAA office in Boston, Massachusetts before resorting to arbitration, litigation or some other dispute resolution procedure.

D. The parties agree to split equally the costs of the mediation, including the mediator¹s fees and expenses. The mediation will be confidential and nondiscoverable.

E. The parties¹ obligation to mediate will be deemed to be satisfied when 6 hours of mediation have been completed (whether or not the parties have resolved their differences) or 60 days after a mediation demand has been made if any party fails to appear or participate in good faith in the mediation.

F. Failure to comply with this clause or any other terms of this Agreement shall be enforced by the laws of the State of Massachusetts. Additionally, the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys fees, to be paid by the party against whom enforcement is ordered.

G. Agent and ACorp agree that any action arising out of or relating to this agreement will be brought by the parties only in a Massachusetts state court of Middlesex County, Massachusetts or the United States District Court for the District of Massachusetts in Boston, Massachusetts and ACorp and Agent hereby consent to the jurisdiction of such Courts and further agree to waive any rights or objections to the jurisdiction of venue of any such actions when filed in such courts.

14. Notices

All notices hereunder shall be in writing and shall be deemed to have been duly given when mailed by registered or certified mail, prepaid;