Partner Program Contract Agreement

This is a Non Exclusive Contract Agreement between Background Information Inc, a Florida Corporation DBA: TopDogHR and Background Info USA., located at 9990 Coconut Road, Bonita Springs, FL 34135 and the Affiliate Referral Partner.

Whereas: Background Information Inc. will provide the following to Referring Partner:

1. A twenty-five percent (25%) Commission for all orders placed in the Background Information Inc. background screening system generated from Affiliate Partner customers that are not already a current customer and or already referred to Background Info USA, TopDogHR or Background Information Inc.. Commission will not be paid on certain products as mentioned below in Section 3 Exceptions Paragraph.
2. Co-Branded Landing Page
3. Live Customer Support
4. Free Training for your customers
5. Customer Invoicing
6. Customer Payment Options

1. Appointment and Authority:

Background Information Inc. hereby appoints Referring Partner, and Referring Partner hereby accepts such appointment as Background Information Inc.’s non-exclusive referral representative under the terms and conditions set forth herein. In such capacity, Referring Partner will have the right to promote and discuss with customers those products authorized in advance by Background Information Inc.. Referring Partner shall work at the pleasure of and under the express authority of Background Information Inc.

2. Payment Terms:

Background Information Inc. will pay to Referring Partner the Net Commission share earned by Referring Partner in US Dollars. Net Commission share earned will be paid on the 20th of each month for the previous month activities. Commissions will only be paid on customer accounts that are current with the Background Information Inc. ac-counting system. Referring Partner has an option of direct deposit via electronic check or hard copy check mailed to a physical street address.

3. Exceptions:

The following fees are considered out of pocket fees/pass through fees and will not be part of the Net Commission Share Program: any third party fees such as: on-site inspection fees, court fees, division of motor vehicle fees, employment verification and educational verification fees, vetting fees, taxes and drug screening lab services fees.

4. Payment upon Termination:

Following termination of this agreement, Background Information Inc. shall pay Referring Partner the agreed commissions for any verified qualifying customer who has signed a Background Information Inc. Service Agreement on or before the effective date of termination. Background Information Inc. shall have no obligation to pay commissions to Referring Partner after the effective date of termination.

5. Term:

This agreement shall commence on the agreement effective date and is terminable at will upon either party providing written notice to the other party. Termination of the agreement for any reason shall not affect obligations that have accrued as of the date of termination.

6. Effect of Agreement:

Except as expressly provided in this agreement, all terms and conditions of the agreement shall remain in full force and effect and nothing in this agreement shall be deemed to waive or modify any of the provisions of the agreement. This agreement may be amended only by a written document signed by both parties.

7. Non-Solicitation:

Following the termination of this Agreement, the Referring Partner agrees to not solicit approach or otherwise contact any clients of Background Information Inc. whether directly or indirectly to attempt to secure any type of work for a period of one year. In the event of solicitation of any client by Referring Partner, the Referring Partner agrees to the Jurisdiction of Florida Courts to enforce this provision. Furthermore, Referring Partner agrees that this provision is a reasonable and necessary protection for Background Information Inc. and that any violation would cause substantial harm and irreparable harm to Background Information Inc. and its goodwill. In the event of a breach of this provision, the Referring Partner agrees that in addition to any rights, remedies or damages available to Background Information Inc. at law or in equity, Background Information Inc. shall be entitled to a temporary restraining order, preliminary injunction, and/or a permanent injunction in order to prevent any actual or threatened breach of this Agreement and this provision. This right or remedy shall not be exclusive of any other right or remedy available to Background Information Inc.. If the Referring Partner violates any restrictive covenant contained in this Section and Background Information Inc. brings an action for injunctive or other relief, Background Information Inc. shall not, as a result of the time involved in obtaining the relief, be deprived of the benefit of the full period of the restrictive covenant.

8.Covenant Not to Pursue Business Opportunities:

Referring Partner further covenants and agrees that for the period commencing with the date hereof and ending one (1) year after the termination of his employment with Background Information Inc. for any reason whatsoever, Referring Partner shall not, except as otherwise provided herein, directly or indirectly, whether for or on behalf of himself or any other person or entity, without the prior written consent of Background Information Inc., pursue an actual or potential business opportunity of interest to and which could be pursued by Background Information Inc. which came to the attention of Referring Partner in connection with his association and relationship with Background Information Inc. in which Referring Partner had not previously offered in writing to Background Information Inc. with sufficient advance notice to allow Background Information Inc. to examine and pursue or reject such opportunity; provided, however, that the provisions of this Section shall not apply if Background Information Inc. terminates Referring Partner employment here-under without cause.

9. Liquidated Damages:

In the event of termination or breach of this Agreement by the Referring Partner, Background Information Inc. shall be entitled to damages in the form of non-payment of any accrued commissions owed to the Referring Partner for any referrals made prior to the termination or breach of this Agreement. The remedy described in this or elsewhere in this Agreement is not intended to prevent or preclude Background Information Inc. from seeking a temporary restraining order, preliminary injunction or permanent injunction in order to prevent or restrain any such breach or anticipatory breach by the Referring Partner or by any other persons or entities directly or indirectly action for on behalf of or with the Referring Partner.

10. Dispute:

Should any dispute arise regarding any portion of this Agreement venue for any dispute shall be a state court of competent jurisdiction in Ft. Myers, Lee County, Florida. The prevailing party in any dispute shall be entitled to Attorneys Fees and Costs from the non-prevailing party.

11. Understanding:

The Parties whose signatures appear below have carefully read and fully understand all terms of this Agreement, including all terms related to injunctive relief and non-solicitation of clients, and are entering same freely and voluntarily, and have the authority to bind their respective Companies.

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