Terms and Conditions
Business Development Agent
- Business Development Agent shall introduce MCPc Inc. ("MCPc") to prospects but will not have authority to offer or sell the Services to any prospect.
- If allowed by law, applicable Business Development fee payment will only be paid to Agent if MCPc’s Head of Business Development approved the introduction as a new business opportunity for MCPc. MCPc will pay the fee only after the value to be paid to the Business Development Agent exceeds two hundred ($200) dollars.
- The prices, terms, and conditions under which MCPc offers or sells any Services shall be determined by MCPc in its sole discretion. MCPc shall have the authority to control all discussions and negotiations regarding any proposed or actual offering or sale of services. Nothing in this Agreement shall obligate MCPc to actually offer or sell any services or consummate any transaction with any prospect. MCPc may terminate any negotiations or discussions at any time and has the right not to proceed with any sale of services without any liability or obligation to pay compensation to Business Development Agent.
- Business Development Agent shall defend, indemnify, and hold harmless MCPc and it's affiliates, and any of its directors, officers, and shareholders, against any and all losses, damages, liabilities, deficiencies, claims, actions, judgements, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, fees and the cost of encorcing any right to indemnification under this Agreement, arising out or resulting from any claim of a third party related to its obligations under this Agreement.
- Independent Contractor. Business Development Agent is an independent contractor of MCPc, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between Business Development Agent and MCPc for any purpose. Business Development Agent has no authority (and shall not hold itself out as having authority) to bind MCPc and Business Development Agent shall not make any agreement or representations on MCPc's behalf without MCPc's prior written consent. Without limiting the above, Business Development Agent will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by MCPc to its employees, and MCPc will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on Business Development Agent's behalf. Business Development Agent shall be responsible for, and shall indemnify MCPc against, all such taxes or contributions, including penalties and interest. Business Development Agent shall be solely responsible for all costs or expenses that it may incur in the performance of its activities under this Agreement. Any persons employed or engaged by Business Development Agent in connection with the performance of Business Development Agent’s obligations hereunder shall be Business Development Agent's employees or contractors and Business Development Agent shall be fully responsible for them and indemnify MCPc against any claims made by or on behalf of any such employees or contractors.
- Confidentiality. All non-public, confidential, or proprietary information of MCPc, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, prospect lists, pricing, discounts, and rebates, disclosed by MCPc to Business Development Agent, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential," in connection with this Agreement, as well as the terms and conditions and the existence of this Agreement, is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by MCPc in writing. Upon MCPc's request, Business Development Agent shall promptly return all documents and other materials received from MCPc. MCPc shall be entitled to injunctive relief for any violation of this Section 5. This section shall not apply to information that is: (a) in the public domain; (b) known to the Business Development Agent at the time of disclosure; or (c) rightfully obtained by the Business Development Agent on a non-confidential basis from a third party.
- Publicity and Announcements. Business Development Agent and MCPc shall not (orally or in writing) publicly disclose or issue any press or make any other public statement, or otherwise communicate with the media, concerning the existence of this Agreement or the subject matter hereof, without the prior written approval of the other party, except to the extent that Business Development Agent or MCPc is required to make any public disclosure or filing with respect to the subject matter of this Agreement by applicable law.
- This agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of the State of Ohio, without regard to the conflict of laws provisions of such State. Any legal suit, action or proceeding arising out of or relating to this Agreement must be instituted in the federal courts of the United States of America or the courts of the State of Ohio in each case located in the City of Cleveland and County of Cuyahoga and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
- This agreement, and each of the terms and provisions hereof, may only be amended, modified, waived, or supplemented by MCPc.
- If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.