AGREEMENT made by and between SalesNexus, LLC., a Texas  corporation ("SalesNexus"), and "Affiliate."
 WHEREAS, SalesNexus is the developer, proprietor and service provider of SalesNexus(the "Product") which is more fully described at www.SalesNexus.com; and
WHEREAS, SalesNexus is willing to allow Affiliate to advertise and market the Product, subject to the conditions herein set forth; and
WHEREAS, Affiliate is willing to advertise and market the Product, subject to the conditions herein set forth; and
WHEREAS, Affiliate has developed over the years substantial expertise in marketing, goodwill and a list of customers, which it considers an asset of great value and which it shall use in its methods of distribution, marketing and sales.

NOW, THEREFORE, in consideration of the above and other valuable consideration, the parties hereby agree as follows:

ARTICLE I.
LICENSE
1.1.  Effective as of the date of this Agreement, SalesNexus grants to Affiliate the non-exclusive, non-divisible, non-transferable right to advertise and market and Affiliate hereby accepts and undertakes to exercise reasonable diligence in marketing the Product using its expertise, goodwill and customer lists.
1.2.  SalesNexus' grant to Affiliate of the license to market the Product will be only for so long as this Agreement remains in effect.  If this Agreement is terminated for any reason whatsoever, Affiliate shall stop marketing the Product.
1.3.  Nothing in this Agreement shall be construed to create the relationship of employer and employee between the parties hereto.  Affiliate shall at all times be deemed to be an independent contractor.

ARTICLE II.
DUTIES AND COMPENSATION
2.1.  Affiliate agrees to apply its marketing efforts by promoting the Product to its customers and prospects through various efforts, including but not limited to: e-mail messages, teleseminars, direct mail campaigns, fax broadcasts, website(s), seminars, blogs, and social media tools.
2.2.  SalesNexus agrees to maintain, service and support the Product on a daily basis by providing professional hosting, maintenance and support services to customers generated through Affiliate's efforts.  All services will be provided in a reasonable and timely manner.
2.3.  SalesNexus shall process all Product orders generated by Affiliate and shall undertake all administrative functions in connection with the sale of the Product.  SalesNexus shall also deliver the Product to customers and provide implementation and training services.
2.4.  SalesNexus agrees to compensate Affiliate by paying the agreed upon referral commission of 25% of initial sale price per referred lead by Affiliate that SalesNexus closes.
2.5. SalesNexus agrees to compensate Premium Affiliates by paying 10% of any renewal subscriptions for referred lead by Affiliate. Affiliate is deemed a Premium Affiliate and eligible for this on-going commission as long as Affiliate has referred a minimum of 5 new paying customers to SalesNexus in the prior 12 months.
2.6.  Compensation payable pursuant to this Agreement shall be paid by SalesNexus to Affiliate at the address indicated by Affiliate when submitting the Affiliate registration form on SalesNexus’ website.  All commissions earned during a monthly period will be paid out on the last day of the subsequent month.  SalesNexus reserves the right to delay issuance of commission checks until the balanced owed Affiliate reaches $100.00.
2.7.  SalesNexus shall keep accurate records regarding the revenues generated from Sales of the Product under this Agreement, as well as the quantity of the Product sold through such sales.  SalesNexus shall provide monthly reporting to Affiliate of revenues generated through Affiliate's efforts.
2.8.  Any custom work or paid support services beyond the normal subscription fees performed by SalesNexus for customers of Affiliate's Sales will be non-commissionable.  All such revenues will be retained by SalesNexus.

ARTICLE III.
MARKETING MATERIALS
3.1.  Affiliate may advertise and market the Product in any manner which it, in its sole discretion deems appropriate except that Affiliate shall comply with all laws in effect, and prior to the use of any marketing materials created by Affiliate, Affiliate shall furnish copies of said materials to SalesNexus for its approval which approval will not be unreasonably withheld.  Any marketing materials created solely by SalesNexus or created jointly by SalesNexus and Affiliate may be used by SalesNexus in its own marketing.
3.2.  Affiliate will permit duly authorized representatives of SalesNexus to review with Affiliate at reasonable times, the methods in which the Affiliate advertises, markets the Product and Affiliate shall, upon request of SalesNexus, submit to SalesNexus or to its duly authorized representatives, samples of its advertising and marketing materials to be used in the course of rendering the services for the purpose of ascertaining or determining compliance with this Agreement.

ARTICLE IV.
 USE OF AFFILIATE'S CUSTOMER LIST AND EXPERTISE
4.1.  Any customer lists, expertise or other information of a technical or business nature (the "Confidential Information") disclosed hereunder by Affiliate to SalesNexus with respect to the services performed is acknowledged and agreed to be disclosed on a confidential basis and is not to be disclosed to anyone outside SalesNexus’ organization without the express authorization of Affiliate unless the Confidential Information has been made generally available to the trade.  Furthermore, disclosure of the customer list shall not give SalesNexus any rights of ownership in the customer list.  SalesNexus cannot use Affiliate's list for any purpose, unless authorized by Affiliate.

ARTICLE V.
 TERM & TERMINATION
5.1  Except as otherwise provided herein, this Agreement shall remain in full force and effect for a period of one (1) year, and shall automatically renew each year on the anniversary date hereof.  Notwithstanding the foregoing, this Agreement may be terminated by either party at any time without cause upon thirty (30) days written notice.  If terminated, all compensation from Sales of the Product will be due to Affiliate.
5.2  In the event that either party fails to comply with any provision of this Agreement, the other party may terminate this Agreement by giving written notice to the defaulting party; but if the defaulting party shall correct such default to the reasonable satisfaction of the non-defaulting party within ten (10) days of the delivery of such notice, the notice shall be of no further force or effect and this Agreement shall not be terminated by such Notice.

ARTICLE VI.
 WARRANTIES AND INDEMITY
6.1.  Neither party makes any warranties with respect to the use, sale or other transfer of the Product by the other party.  In no event will Affiliate be liable for direct, indirect, special, incidental, or consequential damages that are in any way related to the Product.  Affiliate specifically disclaims any express or implied warranty, including warranties of fitness for purpose and merchantability.  Affiliate assumes no liability to SalesNexus or third parties with respect to the services rendered by Affiliate, and SalesNexus will indemnify and hold harmless Affiliate against any and all claims, actions, suits, and liabilities against Affiliate involving Product.  However, to the extent such claims are based on the method of marketing employed by Affiliate, Affiliate shall indemnify and hold SalesNexus harmless from any claims, actions, suits, liabilities, including reasonable costs of defense and attorneys' fees arising therefrom.

ARTICLE VII.
OWNERSHIP RIGHTS
7.1  SalesNexus retains ownership of its brand and the services, processes and technology that make comprise the Product.  The Agreement and Affiliates efforts as a part of the Agreement shall in no way infer ownership of SalesNexus brands or Products to Affiliate.  Likewise, this Agreement shall in no way infer ownership rights of Affiliates contacts, marketing materials or customer list to SalesNexus.

ARTICLE VIII.
CONSULTATION AND COOPERATIVE EFFORTS
8.1.  Affiliate may from time to time request SalesNexus to permit technically qualified representatives of Affiliate to confer with or visit the offices of SalesNexus for the purpose of consulting with SalesNexus and studying the methods and techniques related to the use of the Product.  SalesNexus will honor such reasonable requests to the extent as may be consistent with other demands on its facilities and on the time of its employees, it being mutually agreed that the extent to which SalesNexus shall comply with such requests made by Affiliate shall be left to the sole discretion of SalesNexus.
8.2.  SalesNexus may from time to time request Affiliate to permit technically qualified representatives of SalesNexus to confer with or visit the offices of Affiliate for the purpose of consulting with Affiliate and studying the methods and techniques related to the marketing of the Product.  Affiliate will honor such reasonable requests to the extent as may be consistent with other demands on its facilities and on the time of its employees, it being mutually agreed that the extent to which Affiliate shall comply with such requests made by SalesNexus shall be left to the sole discretion of Affiliate.

ARTICLE IX.
GENERAL PROVISIONS
9.1.  Entire Agreement.  This instrument contains the entire agreement of the parties.  It may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.
9.2.  Severability.  The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
9.3.  Choice Of Law And Venue.  The venue for any dispute regarding this Agreement shall be the Harris County, State of Texas, United States.

©SalesNexus, LLC. 2009  All Rights Reserved

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