Business Development Program Agreement 

This Business Development Program Agreement (“Agreement”) is a binding agreement between 9676899 Canada Inc. (“Marwah Business Development”) and you (“Business Development Associate” or “Associate”), (collectively, the “Parties”) as of the date that this agreement is accepted by checking the acceptance box (“Effective Date”).

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS LIABILITY LIMITS AND OTHER CLAUSES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND IT'S AGENTS TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AGENTS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT PARTICIPATE IN THE PROGRAM. BY ENTERING INTO THIS AGREEMENT, YOU REPRESENT THAT YOU ARE AT LEAST THE AGE OF MAJORITY IN YOUR STATE OR PROVINCE COUNTRY OF RESIDENCE, OR THAT YOU ARE THE AGE OF MAJORITY IN YOUR STATE OR PROVINCE OR COUNTRY OF RESIDENCE AND YOU HAVE GIVEN US YOUR CONSENT TO ALLOW ANY OF YOUR MINOR DEPENDENTS TO USE THE PROGRAM.

 

DEFINITIONS

For the purpose of this agreement:

“Client” means a person and/or entity that has entered into an engagement letter for services (“Engagement Letter”) with Marwah Business Development, or an affiliate company, and has paid its fees as per the Engagement Agreement.

“Reward” means the reward amount to which an Associate is entitled to pursuant to the Marwah Business Development Program.

“Confidential Information” means any and all information disclosed by the disclosing Party to the recipient Party pursuant to this Agreement relating to its products, services, customers, marketing, research and development, business and finances, including all technical information, data, documentation, code, prototypes and copies thereof, which is either explicitly marked or noted at the time of disclosure as confidential or which a reasonable party would deem to be non-public and confidential having regard to the circumstances surrounding disclosure.  Confidential Information shall not include information which a recipient Party can establish to have: (i) become publicly known through no action on the recipient's part; (ii) been lawfully known by the recipient prior to receipt; (iii) been independently developed by the recipient without reference to any information received from the disclosing Party; or (iv) been approved for public release by the written authorization of the disclosing Party. Specific information received shall not be deemed to fall within the exceptions to Confidential Information set forth above merely because it is embraced by general information within the exception.

“Marwah Business Development Program” or “Program” means, collectively, the Associate program, policies, benefits, and obligations governing Marwah Business Development Marketing Program, as set forth in this Agreement.

“Marwah Business Development Platform” means the proprietary application and/or links offered by Marwah Business Development from time to time through which Associate may bring in and track Clients.  

“Marwah Business Development Marks” means all trademarks, trade name, service marks, service names and logos used by Marwah Business Development at any time.

 

1. PURPOSE

1.1     Marwah Business Development, or it’s affiliate firm, provides certain services, as advertised on their website from time to time. Associate will be able to provide Marwah Business Development with prospective clients and this Agreement will govern the terms and conditions of this Marwah Business Development Program.

 

2. PROGRAM ENROLLMENT

2.1     Application. Associates will be required to complete an application, upon completing this application, Marwah Business Development will make reasonable efforts to review the application within seven (7) days and will notify the applicant of acceptance or rejection to the Program via email, or through the Marwah Business Development Platform.  Marwah Business Development reserves the right to reject any application in its sole discretion.

2.2     Acceptance. When and only when Marwah Business Development has accepted the applicant into the Program and the applicant has received notification of acceptance into the Program, the terms and conditions of this Agreement are accepted by the applicant, from here on out referred to as the Associate.  

2.3     Acceptance and participation into the Program does not constitute acceptance and participation into Marwah Business Development’s other marketing programs, nor make the Associate an employee of Marwah Business Development or any of it’s affiliate companies.

 

3. LEAD SUBMISSION RULES

3.1     Associates’ Leads. Associate’s Leads are solely leads that apply for Marwah Business Development Services using one of the Associate’s links that was created in their Marwah Business Development dashboard or provided to Associate by Marwah Business Development. Marwah Business Development will only pay out Reward to Associates in the Program for Associate Leads that become paying Clients for Services, and will not pay for referred leads solely entering into the Marwah Business Development database.

3.2     Invalid Leads; Rejection. An Associate Lead is not considered valid if they are a pre-existing Marwah Business Development Client, or if it’s affiliates, or involved in Marwah Business Development’s active sales process, and therefore Associate will not receive credit for said Associate Lead. The Program uses last touch attribution for Associate Leads, meaning if a lead visits Marwah Business Development through multiple Associate links, the conversion credit and any related Rewards will go to the Associate’s link that was used on the final visit before the conversion. Marwah Business Development has the right to reject an Associate Lead at it’s sole discretion.

3.2     Lead expiration. If an Associate Lead takes no action with Marwah Business Development within 30 days of their initial submission, Associate is no longer eligible to receive attribution for that Associate Lead.

 

4. REWARDS AND PAYMENT

4.1     Rewards.  Associate shall be eligible for Reward payments as set forth in Schedule “A”; so long as:

1. the Associate Lead has entered into an Engagement Letter with Marwah Business Development for the Service; and
2. Marwah Business Development has received the payment from the Associate Lead, from here on out referred to as the Client, which may be paid in instalments, depending on Marwah Business Development’s arrangement with the applicable Client.  

Rewards to Associate will be paid on a pro rata basis based on the frequency of the Client’s payments to Marwah Business Development. Rewards payable on additional or subsequent years, if any, are contingent on receipt by Marwah Business Development of those subsequent fees.  

4.2     Reward Calculations; Payments. Rewards are payable only on fees for the Service brought in by the Associate.  All other fees charged by Marwah Business Development are not eligible for Rewards, including, without limitation, fees for support, additional services, rewards, or transactional fees.  All Rewards will be made available to Associate on a quarterly basis, immediately after Marwah Business Development is in receipt of fees.  All calculations by Marwah Business Development shall be considered final, absent manifest error.

4.3     Reward payments are made quarterly to your Paypal account.  You don't need to have a business account, a standard Paypal account is acceptable. You are responsible for setting up such account to collect Reward payment. Marwah Business Development reserves the right to change method of payment from time to time and you agree to comply with such changes and set up payment accounts with these platforms as and when required.

4.3     Entitlement to Reward.  Associate’s entitlement to Rewards, if any, shall be solely determined by Marwah Business Development, acting reasonably and in good faith. To be eligible to receive Rewards under this Agreement, Associate must have:

1. agreed to the terms of this Agreement;
2. completed all steps necessary to create an Associate account in the Marwah Business Development Platform; and
3. have a valid and up-to-date payment method in the Marwah Business Development Platform.

4.4     Taxes.  Associate is responsible for calculating and paying any and all taxes related to the Rewards paid by Marwah Business Development to Associate pursuant to this Agreement, including, without limitation, all federal, provincial, state, local or other governmental taxes, income and withholding taxes.

 

5. PROPRIETARY RIGHTS

5.1     No Rights to Intellectual Property Rights. Associate acknowledges that all Intellectual Property Rights and the goodwill associated therewith belong exclusively to Marwah Business Development.  Associate shall not acquire any right, title or ownership in the Intellectual Property Rights.  

5.2     Protection of Intellectual Property Rights.  Associate agrees not to remove, modify or deface any Marwah Business Development Marks from any marketing materials provided by Marwah Business Development. Associate shall comply with all Marwah Business Development instructions and guidance relating to the form and manner in which the Marwah Business Development Marks may be used including updating all materials from time to time.

 

Marwah Business Development will notify Associate via the Marwah Business Development Platform of any updates to logo, branding, images etc. and Associate will have 30 days to update any Marwah Business Development Marks on their site, or anywhere else they may be using them.

 

5.3     Use of Trademark. During the term of this Agreement, in the event that Marwah Business Development makes the Marwah Business Development trademark available to Associate, Associate may use the Marwah Business Development trademark so long as the usage follows the requirements listed  in this section. Associate must:

1. only use the exact images of the Marwah Business Development trademark that are explicitly made available to Associate, without altering them in any way;
2. only use the Marwah Business Development trademarks in connection with the Program and this Agreement;
3. immediately comply to any Marwah Business Development employee requests that Associate discontinues use.

Associate must not:

1. use the Marwah Business Development trademark in a misleading or disparaging way;
2. use the Marwah Business Development trademark in a way that implies Marwah Business Development endorses, sponsors or approves of Associate’s services or products; or
3. use the Marwah Business Development trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

 

6. ASSOCIATE REPRESENTATIONS AND WARRANTIES

6.1     Pay-per-click restrictions (“PPC”). Unless Marwah Business Development first gives Associate written permission, Associate agrees to abide by the following restrictions:

Associate may not bid on any of Marwah Business Development’s Restricted terms (defined below) for search or content-based campaigns on Google, Bing, Yahoo, Capterra, Facebook or any other such networks.

 

1. “Restricted” is any of the following terms: Marwah Business Development, Marwah Law Professional Corporation, marwahlaw.com, https://marwahlaw.com coupon, Marwah Business Development discount code, Marwah Business Development discount, Marwah Business Development promo code, Marwah Business Development sale, Marwah Business Development promo, Marwah Business Development sales, Marwah Business Development deals. Associate may not use these restricted terms, including any changes or misspellings above, in sequence with any other keywords.
2. Associate may not use these Restricted terms as title, ad copy, display name or display URL. Associate may not use any of these Restricted List part of a domain or subdomain for our website.
3. Associate may not direct links from any PPC advertisement to their site or use redirects that get the same result. Associate Leads should be directed to a genuine page on Associate’s website.
4. If Associate automates their PPC campaigns, it is solely Associate’s responsibility to exclude the terms of Marwah Business Development’s trademark from marketing and related adword activities.

6.2     Marketing Efforts. Associate shall use commercially reasonable efforts to market and sell (by referrals to Marwah Business Development) the service to potential Clients.  Associate shall not engage in any misleading or deceptive marketing practices.  Associate is responsible for any and all costs incurred by Associate in its marketing activities related to this Agreement.  The sole compensation for Associate’s efforts pursuant to this Agreement shall be the Rewards set out in Schedule A of this Agreement. Associates may not use their own Associate Link to purchase Marwah Business Development products for themselves.

6.3     Compliance with Laws.  Associate shall comply with all applicable laws, rules, regulations and best practices relating to its activities in furtherance of this Agreement, including, without limitation to, all anti-spam laws, privacy laws and data protection laws.  

6.4     Confidentiality; Non-Disclosure.  Associate acknowledges and agrees that they will not:

1. make use of any Marwah Business Development Confidential Information except to carry out  activities under this Agreement; or
2. in any way disclose any Confidential Information to any person or entity, other than its own personnel to the extent necessary to carry out this Agreement and only to those of its personnel who have agreed to be bound by confidentiality obligations substantially similar to those of Associate set out in this Agreement.  

Associate agrees to use reasonable efforts and no less than industry standard to protect the Confidential Information.  

6.5     Marwah Business Development Marks. Marwah Business Development hereby grants to Associate a non-exclusive, non-transferable, non-assignable right and license to use, copy, display and advertise the Marwah Business Development’s name and the Marwah Business Development Marks during the term of this Agreement for the purpose of carrying out Associate’s activities under this Agreement.

6.6     Non-Disparagement.  During the term of this Agreement and for one (1) year thereafter, Associate shall not make any disparaging statement, either orally or in writing, regarding Marwah Business Development, any of its shareholders, directors, officers, employees or Associates or the Service.

 

7. WARRANTY AND DISCLAIMER

7.1    NO WARRANTIES. NOTWITHSTANDING ANY OTHER TERM OF THIS AGREEMENT TO THE CONTRARY, MARWAH BUSINESS DEVELOPMENT PROVIDES NO WARRANTY OR INDEMNITY REGARDING THE SERVICE OR ITS PERFORMANCE. MARWAH BUSINESS DEVELOPMENT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INDEMNITIES, COVENANTS AND CONDITIONS, ORAL OR WRITTEN, EXPRESS, IMPLIED, WHETHER ARISING UNDER CUSTOM, COMMON LAW OR STATUTE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MARWAH BUSINESS DEVELOPMENT GIVES NO WARRANTY THAT THIS ARRANGEMENT WILL RESULT IN A CERTAIN LEVEL OF SALES, REWARDS OR FINANCIAL BENEFIT TO THE ASSOCIATE.  

 

8. INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1     INDEMNIFICATION. Associate will indemnify, defend and hold Marwah Business Development, and it's affiliates, including Marwah Law Professional Corporation, harmless, at Associate’s own expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against Marwah Business Development (and our officers, directors, employees, Associates, service providers, licensors, and Associates) by a third party not Associate with Marwah Business Development to the extent that such Action is based upon or arises out of:

1. Associate’s participation in the Program,
2. our use of the prospect data you provided Marwah Business Development,
3. Associate’s noncompliance with or breach of this Agreement,
4. Associate’s use of the Marwah Business Development Platform or
5. Associate’s use of the Marwah Business Development Marks.

Marwah Business Development will: notify Associate in writing within thirty (30) days of becoming aware of any such claim; give Associate sole control of the defense or settlement of such a claim; and provide Associate (at Associate’s expense) with any and all information and assistance reasonably requested by Associate to handle the defense or settlement of the claim. Associate may not accept any settlement that:

1. imposes an obligation on Marwah Business Development;
2. requires Marwah Business Development to make an admission; or
3. imposes liability not covered by these indemnifications or places restrictions on Marwah Business Development without Marwah Business Development’s prior written consent.

8.2    LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN, MARWAH BUSINESS DEVELOPMENT’S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT AND THE SERVICE WILL NOT IN ANY EVENT EXCEED THE TOTAL OF ALL REWARD AMOUNTS PAID BY MARWAH BUSINESS DEVELOPMENT TO ASSOCIATE DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS REFERRED TO IN THIS PARAGRAPH SHALL APPLY TO ALL INDEMNITY OBLIGATIONS, ACTS OR OMISSIONS OF MARWAH BUSINESS DEVELOPMENT, AND REGARDLESS OF THE FORM OF ANY ACTION, WHETHER PURSUANT TO STATUTE, CONTRACT, TORT, EQUITY OR ANY OTHER FORM OF ACTION.

8.3     LOST PROFITS, CONSEQUENTIAL DAMAGES. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY LOST REVENUE OR LOST PROFITS OR FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR SPECIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.

 

9. TERMINATION

9.1     Termination This Agreement may be terminated at any time by: (a) either Party upon thirty (30) days written notice to the other Party or (b) by Marwah Business Development immediately upon notice if Associate breaches any provision of this Agreement. If Marwah Business Development terminates the Agreement, payment obligations of the Agreement shall survive for a period of one (1) month after termination of the Agreement; provided that Associate is only entitled to Reward for new Clients which it has referred to Marwah Business Development prior to the effective date of termination of the Agreement.

 

10. MISCELLANEOUS PROVISIONS

10.1    Assignment.  Without the prior written consent of Marwah Business Development, Associate may not assign this Agreement or any of its rights or obligations hereunder.  

10.2    Entire Agreement, Amendment.  This Agreement contains the entire understanding of the parties hereto on the subject matter hereof and supersedes any previous agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof.  No amendment or modification of this Agreement shall be effective or binding unless agreed to in writing by both parties.

10.3    Notices. Notice to Associate will be sent to the email provided in the Marwah Business Development Platform and/or by email to Associate to the email address provided to Marwah Business Development.  Notice will be effective when given. Notice to Marwah Business Development must be given by email to management@marwahlaw.com  and will be effective when received.

10.4    Force Majeure.  Except for confidentiality obligations, neither Party shall be liable for any delay or failure to perform its obligations in this Agreement directly attributable to circumstances beyond its reasonable control.

10.5    Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.  The Parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario for any legal proceedings arising out of this Agreement or the performance of the obligations hereunder.  

 

Schedule A

 

Reward Structure	Reward Amount	Reward Length of Time
Agent or Agent will be entitled to the following for Reward from referred Client’s.	15% of the Client’s fee, only for Services brought in by Agent.	Reward applies to only the first year of Services paid for by Client.