ALEX VA PROFESSIONAL SERVICES AGREEMENT

 

This Professional Services Agreement, dated ____________________, is entered into between BSFF, Inc., a

 

California corporation (“Company”), and ________________________________ (“Client”).

RECITALS

  1. Company is in the business of providing marketing services and telephone operator services in the field of real estate investments.
  2. Client wishes to engage the services of Company to provide telephone operator services in the field of real estate investments as outlined in Services.

AGREEMENT

NOW, THEREFORE, the parties agree as follows:

 

  1. TERM: This Agreement will commence on __________________________ (the “Commencement Date”),

        and will continue in effect for _______ Monthly Periods from the Commencement Date.

  1. SERVICES:

Client shall purchase and engage the services of the Company to develop a list of prospects within a territory chosen by client and agreed to by the company.

Direct Mail Marketing: Client Shall purchase and engage the Company on a Month to Month bases to implement a direct mail marketing campaign of no less than $1,500.00 (One Thousand Five Hundred Dollars) per Monthly Period, which represents a campaign of approximately 2,100 mailing pieces per Monthly Period, utilizing lists and strategies which are proprietary to the company. Said Direct Mail must be purchased through YellowLetters.com

Client may elect to invest on additional marketing campaigns either within or outside of the above mentioned minimum YellowLetters.com Direct Mail Marketing Campaign and, client may choose to direct prospect calls to the Dedicated Phone Line assigned to Client’s Account. PER MINUTE LIVE CALL TIME CHARGES WILL APPLY TO ALL LIVE CALL MINUTES USED.

Company shall provide client with a Dedicated Phone Line/Number to which the Client will forward Client’s own marketing phone line to.

Company shall answer telephone calls from the above mentioned marketing campaign to:

  • Collect Caller (the “Caller”) and property information
  • Qualify and or Disqualify Caller
  • Schedule appointments for Qualified Callers
  • Follow up on said callers (via phone) for Client’s benefit, attempting to set new appointments

Company shall answer telephone calls “Live,” Monday through Friday from 8:00 am to 5:00 pm Pacific Standard Time.

After normal working hours, calls and voicemail messages will be systematically captured and will be processed and called back on a critical and high priority manner.

Company shall notify Client via email of each new Caller Contact captured.

Company shall notify Client via email whether the new Caller Contact agreed to an Appointment with Client or Caller Did Not agree to an Appointment or was a Disqualified Caller.

  1. FOLLOW UP EMAIL CAMPAIGN

On qualified Callers which did not make an appointment with Client, Company shall implement a Proprietary Email Follow Up Campaign on all Callers which provided an email address. Said email campaign consists of approximately 28 personalized emails over an approximate 90-day period in an effort to stay in contact with Caller and create further opportunity to schedule new appointments for Client’s benefit. The sender of these emails shall be Alex@1800sell4cash.com

  1. SERVICES NOT INCLUDED:
  • Service Does NOT Include Presenting Offers, Negotiating Offers, Contracting nor Follow Up on Offers or Contracts on Client’s behalf. Only telephone numbers used for marketing to sellers via direct marketing purchased through yellowletters.com may be forwarded.
  • It is the sole responsibility of Client to comply, attend and or cancel or reschedule any appointment set by Company on Client’s behalf.
  • Client shall present offers, negotiate offers, decide to enter into contract with caller or not and follow up with caller if Client choses to.
  • After Caller is Disqualified and or Company creates an appointment on Client’s behalf, Company’s Service Activities shall be considered as completed for each Caller.
  • Client shall verify value by hiring a BPO (Brokers Price Opinion) and or Appraisal on each property. Client shall complete or hire to be completed any and all inspections to verify the condition of the property. Based on Client’s own verification of Value and Condition of the property, Client shall reach a decision to move forward and purchase or decline the purchase.
  1. SERVICE FEE: Client will pay company a monthly Service Fee of $197.00 and said payment shall continue month to month thereafter unless cancelled by client. Client must give a 30 day cancellation notice. Notice to be sent to support@MichaelQuarles.com. The service shall continue monthly unless cancelled by client. Service Fee is non-refundable. Monthly Fee Is Subject to Change.

Per Minute Live Call Time

Per Minute Live Call Time Charges: In addition to the monthly service charge, a $1.00 per minute of Alex Live Call Time charge will apply.

Alex Live Call Time is considered any time an Alex is either live on a call with a prospect caller or any time during a Call Back or Follow Up Call.

Alex Live Call Time minutes will be rounded UP to the next minute. (Example: A call that lasts 61 seconds will be charged as 2 minutes.

Late Payment Penalty: If payments are not paid on the dates they are due a $25 penalty fee will be charged to the student.

  1. SET-UP FEE: Client shall pay a one-time set up fee of 97.00. Set up fee is non-refundable.
  2. POST TERM PERIOD FOR FOLLOW UP: So long as Client is actively enrolled and current on all Monthly Period service fees, Company will follow up on calls from the Marketing Campaign for a period of up to 90 days after the initial Caller Contact was captured.

Upon Service Cancellation or Termination any and all Follow Up activity on behalf of the Client Will Stop and the Company may continue to follow up for its own benefit.

  1. NON-AGENCY RELATIONSHIP: A principal with Company is a Department of Real Estate Licensee. An Agency relationship between Client and Company DOES NOT EXIST. Client should seek advice from their legal counsel prior to agreeing to the terms of this Agreement.
  2. PROPRIETARY AND CONFIDENTIAL INFORMATION: Client acknowledges that all work products are solely owned by the Company. Client also acknowledges that Company will share with Client proprietary and confidential information and strategies developed by Company regarding real estate investment, and may provide Client with proprietary and confidential materials developed by Company.  The information, strategies and materials were developed by Company through the investment of significant time, effort and expense, and the information is a valuable, special and unique asset of Company, which provides Company with a significant competitive advantage.  For purposes of this Agreement, the term “Confidential Information” means any information which is proprietary to Company, which is not generally known to the public, and which Client obtains through direct or indirect contact with Company.  Confidential Information includes, but is not limited to, marketing strategies, contract terms, pricing strategies, know-how, trade secrets and any other information relating to the investment strategies developed by Company, whether such information is provided in written, oral, graphic, pictorial or recorded form.  All information furnished to Client by Company will be considered Confidential Information, unless otherwise so indicated.
  3. NON-DISCLOSURE OF PROPRIETARY AND CONFIDENTIAL INFORMATION: Client will not disclose, and will use his/her best efforts to prevent the unintentional disclosure, of Confidential Information to any third party, unless Company expressly consents in writing to the disclosure. Client’s responsibility to not disclose Confidential Information will continue after the expiration of this Agreement for a period of two (2) years.
  4. BREACH OF CONFIDENTIALITY: If Client breaches, or threatens to breach, his/her duty to maintain the confidentiality of the Confidential Information, then Company will have the following rights and remedies, in addition to any other rights and remedies available to Company at law or in equity:
    • Injunctive Relief/Specific Performance: Client acknowledges and agrees that: (i) the restraints imposed on him/her under this Agreement are no greater than reasonably necessary to preserve and protect Company’s legitimate business interests; (ii) the restraints against disclosure of the Confidential Information will not impose an undue hardship upon Client; and (iii) any disclosure of Confidential Information by Client will be unfair to Company, will cause irreparable injury to Company, and monetary damages will not provide an adequate remedy to Company. Accordingly, Client agrees that Company may, in addition to pursuing any other remedies, obtain such equitable and injunctive relief (including, but not limited to, preliminary and permanent injunctions and specific performance) from any court to prevent Client’s disclosure of Confidential Information, without the necessity of any proof of actual damages without the necessity of obtaining or posting a bond or undertaking.
    • Accounting and Indemnification: If Client fails to maintain the confidentiality of Confidential Information as provided in this Agreement, Company will have the right to require Client (i) to account for and pay over to Company all compensation, profits or other benefits derived or received by Client or by any associated party deriving such benefits as a result of any breach of the duty of confidentiality; and (ii) to indemnify Company against any other losses, damages (including special and consequential damages), costs and expenses, including actual attorney’s fees and court costs, which may be incurred by Company and which result from or arise out of any breach or threatened breach of the duty of confidentiality.
  5. ASSIGNMENT OF IMPROVEMENTS TO CONFIDENTIAL INFORMATION: Client agrees that any enhancements or improvements to the Confidential Information, whether developed by Company or Client, will remain the sole property of Company.  Client agrees that he/she will promptly inform Company of any improvements to the Confidential Information that are developed by Client, and Client hereby assigns to Company all right, title and interest Client may have in any such improvements or enhancements to the Confidential Information.
  6. INDEMNIFICATION: Client will indemnify and hold Company harmless from any liability, damage, or expense arising from any claim asserted by a third party related to the services provided to Client by Company. Client’s obligation will extend to indemnification of Company’s officers, directors, shareholders, employees and agents, and will include indemnity for attorney’s fees and costs incurred in connection with any such third party claim.  This indemnification obligation will survive termination or expiration of this Agreement.
  7. NO WARRANTY: Company does not warrant or guarantee that Client will earn any specific level of profits as a result of the Companying Program.  Real estate investment strategies do not ensure a profit and do not protect against losses in declining markets.  Client should consult his/her own legal counsel, accountant or other professional advisor as to legal, tax and related matters.  Client represents and warrants that that he/she has consulted, or has had the opportunity to consult, his/her legal counsel, accountant or other advisor prior to entering into this Agreement.
  8. NO JOINT VENTURE: This Agreement does not constitute a joint venture, agency relationship, or a partnership of any kind between Client and Company, and none will be implied by the terms of this Agreement.
  9. WAIVER: Any failure by either party to enforce any term of this Agreement will not be considered a waiver of that party’s right to subsequently enforce each and every term of this Agreement.
  10. SECTIONS AND OTHER HEADINGS: The section and other headings contained in this Agreement are for reference purposes only and will not affect the meaning or interpretations of this Agreement.
  11. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: No handwritten or typewritten provisions inserted in this Agreement by either party may be considered valid.
  12. NO ASSIGNMENT: Client may not assign or delegate his/her rights and obligations under this Agreement without the prior written consent of Company.
  13. BINDING ON SUCCESSORS: This Agreement will be binding on and inure to the benefit of Client and Company, and their respective heirs, executors, administrators, legal representatives, successors, and assigns (if Company consents to assignment under Section 17).
  14. LEGAL FEES: In any legal action or proceeding related to this Agreement, the prevailing party will be entitled to recover attorney’s fees and all other costs incurred in such proceeding.
  15. GOVERNING LAW/VENUE: The terms of this Agreement will be governed by the laws of the State of California. This Agreement is entered into in Bakersfield, California. Client understands and acknowledges that most of Company’s services are performed in and provided to Client within the City of Bakersfield or County of Kern.  Client and Company agree that the state or federal courts located in the State of California will have personal jurisdiction over them, and specifically consent and submit to the exclusive jurisdiction of the courts of the State of California located in the County of Kern, or the U.S. District Court for the Eastern District of California, in any litigation related to this Agreement.
  16. AMENDMENT: This Agreement may only be amended or modified by a writing signed by both Client and Company.
  17. SEVERABILITY: If any provision of this Agreement is found to be unenforceable, the provision will be deemed severed from this Agreement, and will in no way affect the validity or enforceability of the remaining provisions of the Agreement.
  18. SURVIVAL OF OBLIGATIONS: Any obligations that accrue prior to the expiration of this Agreement, which remain to be performed after expiration of the Agreement, will survive expiration of this Agreement.
  19. FURTHER ASSURANCES: The parties agree to perform any further acts and to sign and deliver any further documents which may be necessary or appropriate to carry out the purposes of this Agreement.
  20. ENTIRE AGREEMENT: This Agreement contains the entire agreement of the parties, and supersedes any other agreements between the parties, either oral or in writing, relating to the subject matter of this Agreement. No other agreement, statement, or promise relating to the subject matter of this Agreement that is not contained in it will be valid or binding.
  21. COUNTERPARTS: This Agreement may be signed in counterparts, with signatures transmitted electronically. The counterparts and electronically transmitted signatures will be deemed to be one and the same document when each party has signed one such counterpart.

 

COMPANY: BSFF, Inc.                     By: ______________________________________

Date: ________________________         Address:  3400 Unicorn Drive #113 Bakersfield CA 93308

 

CLIENT:   ___________________              By: _________________________________

Date: ______________ Client’s Address:   ________________________________________________________