Wrapmail Partner Program SignUp

*WrapMail Account ID:	Why?
*First Name:
*Last Name:
*Job Title:
*Email Address:
*Phone:

Company Information

*Company Name:
*Address 1:
Address 2:
*City:
*State / Province:
*Country:
*Postal Code:
Website:
Pre-Qualifications questions

*How many clients do you have?
*Which of the following best describes your business?
*Which of the following value added services do you provide?
*How did you hear about the Partner Program?
Please Read and Sign Agreement
BUSINESS PARTNER AGREEMENT

      THIS PARTNER AGREEMENT (this "Agreement") is by and between WrapMail, Inc., a Florida Corporation, (“WRAPMAIL” or “Company”) and _____________________(“REP”), accepting the terms and conditions set forth herein.<br />

PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU ELECT TO ACCEPT THE APPOINTMENT TO BE AN INDEPENDENT RESELLER FOR WRAPMAIL, YOU MUST ACCEPT THIS AGREEMENT ONLINE OR SIGN THE FINAL PAGE OF THIS AGREEMENT AND AGREE TO AND ABIDE BY THE TERMS AND CONDITIONS HEREIN.
WHEREAS WRAPMAIL provides specialty email services (“the Services”) whereby it customizes its customers’ outgoing emails by embedding a frame or “Wrap” which includes the customer’s brand and other marketing and advertising material; and

WHEREAS REP is an individual who desires to market and sell WRAPMAIL’s Services to businesses and others for the compensation set forth herein; and

THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows:

1.  Appointment: WRAPMAIL appoints and accepts REP to be one of its independent sales representatives to market and sell WRAPMAIL services to businesses and others during the term of this Agreement; 

2.  Acceptance of Appointment: REP accepts such appointment and agrees to use its best efforts to sell WRAPMAIL’s Services to reputable and financially-sound businesses, who will click-accept WRAPMAIL’s customer agreement as set forth on the Company’s website, and pay to WRAPMAIL the Fees described therein.

3.  Commissions:  WRAPMAIL shall pay to REP commissions as set forth below:

	a. New Customers:  For each Customer that REP gets to accept WRAPMAIL’s customer agreement, and for which REP is the sole sales contact from WRAPMAIL, WRAPMAIL shall pay to REP a commission of 30% of the “Wrapping Fee” (which fee is described in Section 4(a) of the Customer Agreement) that such Customer actually pays to WRAPMAI for the period described in 3.c.

REP hereby agrees to adopt any and all WrapMail promotions such as making the first free wrap for new clients within 24 hours from signup and send this to the client with a copy to partner@wrapmailinc.com. 

REP further agrees to promote WrapMail on REP’s website and to provide clients Level 1 support (Set-up and Customer Control Panel related issues).


	b. Payment of Commissions:  WRAPMAIL shall pay commission to REP based upon the payments actually received from all of REP’s customers in a given month.  All commission payments shall be paid 30 days after the close of the calendar month (i.e. January’s commission shall be paid at the end of February).  WRAPMAIL shall provide REP with a statement detailing the billing for all of REP’s Customers and the payments received from such Customers for each calendar month.  As a point of clarification, REP shall only be paid commissions on actual payments by customers, not invoiced amounts. Commissions must reach $100.00 before WrapMail issues any checks.

	c. Term of Commissions:  Provided that this Agreement is in effect and REP is an acting sales representative of WRAPMAIL, REP shall be paid commission on each of REP’s Customers for as long as such Customer is a paying customer of WRAPMAIL.  If WRAPMAIL terminates this Agreement, other than for cause, REP’s commission of 30% shall be  paid for a period of five (5) years from the date that the Customer wrapped its first email under its contract or two (2) years from the date of termination, whichever is longer. If REP terminates this Agreement, REP’s commission shall be reduced to 10% for a maximum period of 5 years from the date that the customer wrapped its first email under its contract.
Notwithstanding anything in this Agreement to the contrary, commission payments on all of REP’s Customers, whether current or future, cease immediately if this Agreement is terminated by WRAPMAIL for cause, which is described more fully below.  Commission payments are personal to each REP and can not be sold, pledged, transferred, assigned, or passed by demise, descent or will, and any attempts to do so are null and void.  All commission payments cease on the death of the REP.

	d. No Advances:  Company does not pay advances or draws on commissions.

	e. Expenses:  REP shall assume and pay all costs and expenses incurred in marketing and selling Company’s services.  Company shall not be responsible for any cost or expense of REP unless Company has given prior written approval for such specific expense.

4.  Sales Materials and Restrictions: 

	(a) WRAPMAIL grants REP the right to use the WRAPMAIL name in conjunction with its sales efforts and specifically approves the use of the WRAPMAIL name as part of the name of REP’s company.  REP may use the WRAPMAIL name as long as this Agreement is in effect; upon termination of this Agreement, REP’s right to use the WRAPMAIL name shall cease immediately.

	(b) REP shall use only material provided to REP by Company or information specified for sales use on WRAPMAIL’s website to market the Services.  REP shall provide to customers or potential customers only that information that is published by the Company in sales materials or on the Company’s website.  REP is not authorized to, and is strictly prohibited from, offering special deals or services to potential customers unless REP has the prior written approval of Company.

5. Representations and Warranties:  

	a.    REP represents and warrants as follows:
•	that he/she will act in a professional manner at all times when representing WRAPMAIL, including responding to customer and potential customer messages and inquiries promptly, and responding to Company messages and inquiries promptly;
•	that he/she will not misrepresent any aspect of WRAPMAIL’s business or Services to any person or entity; 
•	that he/she will promptly obtain and transmit to Company information pertaining to the technical needs and requirements of potential customers as is applicable to the Services;
•	that he/she will provide assistance to Company in discussions, preparations of proposals and sample Wraps in conjunction with selling the Services;
•	that he/she will assist Company in obtaining any relevant financial or other information as requested by Company regarding existing and potential customers with whom REP has sold or intends to sell Company’s Services;

b.  WRAPMAIL represents and warrants as follows:
•	that it will provide REP, at no cost, materials relating to the Services for use in marketing the Services; 
•	that it will prepare sample Wraps for potential customers as reasonably requested by REP provided REP has given Company sufficient notice and has provided materials to be used in creating such Wrap; 
•	that it will provide REP with current information as to improvements and upgrades in the Services covered hereunder; and
•	that it will make timely payments of commissions earned as specified herein.

6.  Special Terms regarding Representatives: REP further acknowledges and agrees as follows:

•	that WRAPMAIL does not offer any form of exclusivity to its sales representatives and does not place limitations or restrictions regarding territories or prospective customers on its representatives. Accordingly, representatives are subject to competition from other Company representatives and the Company’s decision as to which representative sold the Services to any specific Customer is binding. Company expressly reserves the right to market and sell its Services through its own employees, other independent representatives and any other legal means.  
•	that REP is an independent contractor, and nothing herein shall be deemed to imply or create a relationship of employment, partnership or joint venture.  REP shall not represent that he/she has the power or authority to enter into any agreements or contractual obligations on behalf of Company unless Company provides a separate letter of authorization authorizing REP to execute an agreement on behalf of Company.

7. Term and Termination: The term of this Agreement shall be one (1) year from the date that REP clicked on the accept button or signed and returned the last page of this Agreement to Company (the "Term") and shall automatically renew at the end of each one (1) year Term unless terminated by one of the parties hereto.

	a. Termination by Either Party. This Agreement may be terminated by either party upon 30 days written notice to the other party.

	b. Termination for Cause: Company may terminate this Agreement immediately, without notice, if:
•	REP  fails  to  comply   with  the  terms  of  this Agreement or breaches this Agreement;
•	REP engages in fraud or misrepresentation in any business context; 
•	REP is convicted of, or pleads guilty to, any criminal act; 
•	REP becomes insolvent, bankrupt or any proceeding by or against REP as a debtor is commenced; or
•	REP sells, markets or refers any product or service determined by the Company, in its sole discretion, to be competitive with WRAPMAIL’s Services and Company will use best efforts to inform REPs in advance of products or services which Company deems to be competitive.

	c. Return of Materials Upon Termination: Upon termination of this Agreement, REP shall immediately return to Company all sales materials, product specs, sample Wraps, originals and copies of all customer wrap material, Company client lists, data sheets, samples, models, technical documents, drawings, blue prints, and other written materials (the "Company Materials") as well as all tangible forms of Confidential Information, as defined below. Company reserves the right to withhold any and all Commissions until the return of all of the Company Materials and Confidential Information reasonably requested herein by Company at the time of termination.  In addition, upon termination of this Agreement, REP shall immediately cease using the WRAPMAIL name and shall remove the WRAPMAIL name from all of its materials.

	d.  REP’s Remedies: Upon termination of this Agreement for whatever reason, Company's sole liability to REP, whether by claim or right in court or otherwise, shall be to pay previously earned but unpaid commissions to REP through the date of termination. In no event shall Company be liable for indirect, incidental, consequential or punitive damages of any kind including but not limited to lost profits (real, anticipatory or otherwise), lost goodwill, damage to reputation, or advertising or other sales costs.

8. Confidentiality and Conflict of Interest  

	a. Confidential Information: REP agrees not to divulge to anyone, or make use of, except in the performance of his/her duties hereunder, any Confidential Information of the Company.  Confidential Information shall generally constitute any information of the Company which is not known publicly, and which includes but is not limited to, all business information regarding customers, prospects, plans, finances, prices, personnel, costs, research and development, as well as all intellectual property and technical information including, but not limited to, programs, software, hardware, methods, designs, protocols, know-how, processes, trade secrets, patents, patent applications, copyrights, trademarks, and the like. This confidentiality obligation shall survive the termination of this Agreement and continue in perpetuity for any information which is not known publicly.

	b. Conflict of Interest:  REP may render service to others in an employee, consulting, agency or representative capacity provided that REP shall not serve or represent any business or organization, or engage in any business on REP’s own behalf which sponsors, produces or sells products or services which compete with or conflict with the Services or WRAPMAIL’s business. 

9.  Governing Law and Dispute Resolution 

	a. Governing Law:  The laws of the State of New York shall govern this Agreement.

	b. Arbitration: Any and all disputes, controversies, claims, or other disagreements arising out of or relating to this Agreement or the actual or alleged breach thereof shall be finally settled through arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be held in Fort Lauderdale, Florida, according to the American Arbitration Association rules applicable to a contract under New York law. Such arbitration shall be conducted in English and will be conducted on confidential basis.

10.  General:

	a. Entire Agreement. This Agreement, including any attachments and amendments hereto, constitutes the entire agreement between the parties and it supersedes and replaces all prior sales or representation agreements between Company and REP. 

	b. Assignment:  REP may not transfer or assign this Agreement and any attempt to do so shall be null and void.

	c. Indemnification:  REP shall indemnify and hold harmless Company from any liability, loss, or damage whatsoever arising out of REP's performance of this Agreement or REP’s breach of this Agreement.

	d. Conduct. REP shall at all times conduct himself or herself in accordance with applicable laws and regulations and shall insure that his/her actions do not violate any regulations to which Company is bound.

	e. Notices. Any notices required by this Agreement shall be provided in writing to the other party at the following addresses:  to Company, at the business address set forth on Company’s then-current website, and to REP, at the most recent address provided by REP to Company.  Notices sent by email with evidence of receipt thereof shall be sufficient.

	f. Subsequent Questions. Although this Agreement attempts to address all situations to be encountered in the relationship of the Company and REP, it is possible that questions will arise which are not adequately answered by this Agreement and, in such cases, the decision of Company shall govern and be binding.

	g. Amendment. This Agreement shall not be amended, modified and/or altered without the express written consent of each party to this Agreement.

      IN WITNESS WHEREOF, the parties hereto have entered into this Agreement on the date set forth below when REP signs and returns this page to Company.
Representative’s Name:	___________________________
Position: ______________________
Signature: _____________________________________
Date: __/__/2008
PLEASE FAX THE SIGNED AGREEMENT TO: (240) 208-4443
Accepted by:

Rolv E. Heggenhougen
CEO, WrapMail, Inc.
I accept all terms and conditions
I don't accept all terms and conditions
* Denotes a Required Field.