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ASSOCIATE AGREEMENT

 

AGREEMENT between Complus Inc. ("COMPLUS") an Illinois Corporation with its principal place of business at 9500 S. Vanderpoel Ave., Chicago, Illinois 60643-1228 and

("Associate") ---- ______________________________________

Address --------- ______________________________________

----- ______________________________________

----- _______________________ ____ _________

Telephone - _____-_____-_________ ..Social Security # - ______-____-________

 

PARTIES - COMPLUS is engaged in the business of providing the services of professional accountants to manage and operate accounting systems for Clients which may not be large enough to justify employing highly skilled, full-time accounting personnel. COMPLUS engages Associates as independent contractors to perform such services. An Associate is an individual who represents by training and experience a capability of providing those services.

OBTAINING THE ENGAGEMENT - Associate agrees to consider accepting a potential engagement to perform the services of a professional accountant when offered by COMPLUS upon the terms and conditions in this Agreement. COMPLUS shall inform Associate of a potential engagement by telephone at which time Associate will be told the location and type of business of the potential Client. In accepting an inquiry, Associate shall agree to:

A. Arrange to meet and thereafter meet with potential Client;

B. Identify the services required by the potential Client; and

C. Report the results of all contacts with potential Clients to COMPLUS on the same day of any aforementioned meeting.

ASSIGNMENTS - In performing services for a Client, Associate shall be guided by Client needs to determine the appropriate tasks to be performed. A typical assignment for an Associate is to act as the Controller, Accounting Manager or Chief Financial Officer for a Client. Another typical assignment is to assist another Associate to complete a complex project of short duration. Typical tasks involve training and supervision of clerical personnel and performing complex accounting and system analyses. Client will provide sufficient computer equipment and software for accounting work to be performed efficiently.

Associate will not prepare Federal or State income tax returns for a COMPLUS Client. Since COMPLUS works for management, it is not "independent" as defined by Generally Accepted Auditing Standards published by the American Institute of Certified Public Accountants. Under no circumstances will COMPLUS or Associate express an "audit opinion" as to conformity of financial statements with Generally Accepted Accounting Principles. All work products are confidential and intended for the internal use of Client's management only. No authority is granted to Client or Associate to release any work product in such a manner as to attribute responsibility for its content to anyone but Client management.

COMPENSATION - COMPLUS divides 90% of the revenue paid by COMPLUS Clients between the associate who performs the work and the associate who found the Client. In year-one of service the working Associate earns 2/3 of the gross receipts, in year-two - 75%, and thereafter - 85%. The Associate who found the client earns the difference between the amount paid to the working Associate and 90% of the gross receipts. The working Associate shall be responsible for reporting billings and collecting and forwarding payment from Client to COMPLUS (or reporting non-payment to COMPLUS). COMPLUS shall transmit Associates' compensation after a reasonable period of time has elapsed to allow for collection of Client's remittance. Associate understands that the engagement of his time under this Agreement is on an independent contractor and part-time basis. As an independent contractor, Associate will not receive paid sick leave, paid vacation time, or any fringe benefits of any sort from COMPLUS.

PROFESSIONAL RESPONSIBILITY - Nothing in this Agreement or in the relationship with a Client shall be construed to interfere with Associate's responsibility to render services in accordance with independent and professional judgement. Associate shall perform in accordance with generally accepted practices and principles of the accounting profession. Associate shall determine the methods and systems to be employed to carry out an assignment. Any differences between Associate and Client as to Associate's professional responsibility or the methods or systems to be employed to carry out an assignment shall be reported to COMPLUS as soon as possible. Associate shall fully cooperate with and be respectful of Client's management, bookkeeping, accounting and financial personnel or other professionals and staff. It is understood that Associate shall continue on an assignment only with the consent of Client.

RELATIONSHIP BETWEEN THE PARTIES - Associate is an independent contractor and shall owe no duty to COMPLUS except to abide by the terms of this Agreement and to use best efforts and highest skills in performing an assignment. The Parties agree that Associate shall not be considered as having an employee status with either COMPLUS or Client.

NON-AUTHORITY TO COMMIT COMPLUS - Associate is not an employee or agent of COMPLUS. Associate acknowledges and agrees that he has no authority to bind COMPLUS or to make oral or written representations which might tend to create any legal obligations on behalf of COMPLUS.

PROFESSIONAL OBLIGATION TO CLIENT - Associate will hold in a fiduciary capacity and will not reveal, communicate or divulge during the period of relationship to Client or thereafter any information, knowledge or data about Client to any person, firm or corporation, other than authorized by Client.

CONFIDENTIALITY OF CLIENT'S BUSINESS AND SYSTEMS - Associate acknowledges, that during the course of his performance, information of a confidential nature concerning Client's trade secrets, (including its unique business methods, processes, operating techniques, "know how" and customer and supplier information) which has been developed by Client through substantial expenditures of skill, time, effort and money, may be learned by Associate. Associate acknowledges and agrees that such trade secrets and confidential information are important and unique property of Client, of such value and nature as to make it reasonable and necessary for the protection of Client's business interests that Associate agrees to hold such trade secrets and confidential information in complete confidence and not reveal them to anyone.

PROFESSIONAL OBLIGATION TO COMPLUS - Associate will hold in a fiduciary capacity and will not reveal, communicate or divulge during the period of relationship to COMPLUS or thereafter any information, knowledge or data about COMPLUS to any person, firm or corporation, other than authorized by COMPLUS.

CONFIDENTIALITY OF COMPLUS' BUSINESS AND SYSTEMS - Associate acknowledges, that during the course of his performance, information of a confidential nature concerning COMPLUS' trade secrets, (including its unique business methods, processes, operating techniques, "know how" and customer and supplier information) which has been developed by COMPLUS through substantial expenditures of skill, time, effort and money, may be learned by Associate. Associate acknowledges and agrees that such trade secrets and confidential information are important and unique property of COMPLUS of such value and nature as to make it reasonable and necessary for the protection of COMPLUS' business interests that Associate agrees to hold such trade secrets and confidential information in complete confidence and not reveal them to anyone.

TAXES, LICENSES AND PROFESSIONAL MEMBERSHIP - As an independent contractor it is Associate's obligation to file all required federal, state or local tax returns applicable to the share of Client fees received from COMPLUS. Associate shall maintain any licenses necessary to satisfy all requirements for performance under this Agreement.

PROPERTY OF CLIENT - Associate acknowledges and agrees that all memoranda, notes, records, papers, other documents, other objects and copies thereof which relate to Client's operations or business, some of which may have been collected or prepared by Associate, and all associated objects in any way obtained by Associate shall be Client's property. This shall include, but is not limited to, documents and objects concerning any process or method of operation used, developed, investigated or considered by Associate or Client. Associate shall not, without Client's permission, copy or duplicate any documents or objects nor remove them from Client's facilities nor use any information concerning them, except for Client's use and benefit, either during or after Associate's engagement. Associate shall deliver to Client, at any time when required, all such memoranda, notes, records, papers, other documents, other objects and copies thereof together with a written certification of compliance.

PROPERTY OF COMPLUS - Associate acknowledges and agrees that all memoranda, notes, records, papers, other documents, other objects and copies thereof which relate to COMPLUS' operations or business, some of which may have been collected or prepared by Associate, and all associated objects in any way obtained by Associate shall be COMPLUS' property. This shall include, but is not limited to, documents and objects concerning any process or method of operation used, developed, investigated or considered by Associate or COMPLUS. Associate shall not, without COMPLUS' permission, copy or duplicate any documents or objects nor remove them from COMPLUS' facilities nor use any information concerning them, except for COMPLUS' use and benefit, either during or after Associate's engagement. Associate shall deliver to COMPLUS, at any time when required, all such memoranda, notes, records, papers, other documents, other objects and copies thereof together with a written certification of compliance.

PERFORMANCE GUIDELINES - COMPLUS has presently in force, and may in the future expand performance guidelines concerning, but not limited to, Associate's conduct, ethics, or work standards. The parties agree that these performance guidelines in no way substantially direct, limit or restrict Associates independence of thought or action regarding service to Clients and thereby do not affect Associate's independent contractor status. Associate acknowledges and agrees with these performance guidelines which require that the Associate shall not:

A. Receive any money directly from a Client. Checks from Clients shall be made payable to COMPLUS. Acceptance of any check payable to Associate without permission from COMPLUS in advance shall be considered a fraudulent conversion and subject Associate to immediate termination of this Agreement by COMPLUS.

B. Undertake any activity where there is even the appearance of conflict of interest representing a Client or COMPLUS.

C. Commit any penal offense.

D. Engage in any act of professional misconduct.

E. Fail to attend to or perform services for a Client.

F. Engage in any practice which is inconsistent with ordinary, reasonable, common sense rules of business or personal conduct.

Associate understands that violation of these or other performance guidelines that may from time-to-time be in force may result in consequences adverse to Associate, up to and including immediate termination of the this Agreement by COMPLUS, for even a first offense.

UNILATERAL TERMINATION WITHOUT CAUSE - This Agreement shall continue in force until it is terminated. This Agreement may be terminated by COMPLUS without requirement for giving any reason by giving notice to Associate in accordance with notice procedures and withdrawing Client engagements in an orderly manner over up to a 30-day period. This agreement may be terminated by Associate without requirement for giving any reason by giving notice in accordance with notice procedures, by refusing any new Client engagements and by completing commitments for services for up to 30 days to current Clients. Notice by either party of its desire to revise compensation rates is not by itself notice of termination of this agreement. No matter for what reason the agreement is terminated COMPLUS will pay Associate for all his/her work for which Client pays under the terms of this Agreement.

RESTRICTIONS ON COMPETITIVE BEHAVIOR - Associate shall not during the term of this agreement and for a period of two (2) years following its termination solicit business from any Client of COMPLUS (whether or not Associate was introduced) or to any prospective client to which Associate was introduced while this Agreement was in force, whether or not Associate was ever paid for performing services for the aforementioned firms, without prior written consent of COMPLUS. Except for clients of Associate acquired before this agreement was reached and disclosed to COMPLUS, Associate agrees not to engage in the business of professional business controllership services, in competition with COMPLUS, by himself or in association with any other firm or individual within an area bounded by a circle with a radius of 75 miles from its center at the intersection of State and Madison Streets in downtown Chicago, Illinois during the term of this agreement and for a period of two (2) years following termination of this agreement. Associate acknowledges and agrees that a breach of any portion of this covenant will result in irreparable and continuing damage to COMPLUS for which there will be no adequate remedy at law. In the event of any such breach COMPLUS shall be entitled to injunctive and such other and further relief including damages as may be proper.

LIQUIDATED DAMAGES - The Parties acknowledge and agree that if Associate were to terminate this Agreement to become an employee, agent or independent contractor of any Client of COMPLUS or to be so hired while this agreement is in force or within a period of two (2) years after termination of this agreement, such engagement would be detrimental to COMPLUS. Associate further agrees and understands that it would be impossible to ascertain or estimate the entire or exact loss, damage or injury which COMPLUS may sustain by reason of such unauthorized engagement. Associate therefore agrees to pay COMPLUS liquidated damages in the amount of $7,500 as compensation for the injury to COMPLUS in the event Associate directly or indirectly offers and commences services to a Client or prospective Client of COMPLUS. If a Client hires Associate, Client is obligated to pay the $7,500 Liquidated Damages for hiring Associate under the terms of its agreement with COMPLUS; therefore, in such case COMPLUS agrees not to pursue collection from Associate unless all legal efforts to collect the $7,500 from the Client-employer have been unsuccessful for at least one year. In the case of breach of this Agreement, COMPLUS shall not be precluded from choosing, prioritizing, exercising or waiving this or any other rights it may have in law or equity.

OTHER BUSINESS ACTIVITIES OF ASSOCIATE - Associate acknowledges and agrees that a primary purpose for affiliating with COMPLUS is to get work as a part-time controller or accounting system manager with firms for which Associate had not worked before. Associate is permitted to maintain any working relationships established before affiliating with COMPLUS. Associate is permitted and encouraged to seek and undertake (with disclosure to COMPLUS) controllership, accounting system management, or other work with any firm which is not a present or prospective client of COMPLUS. Associate is permitted to accept assignments of a temporary nature offered by firms other than COMPLUS provided that such work is not in conflict with the business interests of COMPLUS. Associate acknowledges and agrees that he will disclose any past, present or prospective working relationships and to avoid any relationships which might conflict with the interests of COMPLUS or Associate's ability to perform services under the terms of this Agreement.

ARBITRATION OF DISPUTES - Any dispute or disputes between the Parties arising out of and under this Agreement which cannot be settled by more amicable means shall be submitted to the American Arbitration Association. Arbitration shall be held in Chicago, Illinois, unless the parties otherwise mutually agree. The arbitration proceedings shall be conducted in accordance with the rules of the American Arbitration which are then in effect. The decision of the Arbitrator shall be final, binding on all Parties. Judgment may be entered upon the award in any State or Federal Court. A copy of this clause shall be sufficient authority to enter judgment. The prevailing party shall be entitled to reimbursement of reasonable attorney fees by the non-prevailing party.

WAIVER OF BREACH - The waiver by either Party of any breach by the other of a provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. To be valid a waiver must be in writing and signed by the Party who is excusing the breach. No waiver of any provision of or default under this Agreement shall affect each Party's right to enforce such provision or to exercise any right or remedy in the event of any other default, whether or not similar.

NOTICE - Any notice given under this Agreement shall be sufficient if in writing and sent with delivery confirmed by fax, messenger, or certified or registered prepaid mail to COMPLUS or Associate at their respective addresses set forth in the introductory paragraph of this Agreement or to such other address as they from time to time designate.

SITUS - This agreement is being accepted in the State of Illinois and shall be construed and enforced in accordance with the laws of the State of Illinois. The parties accept jurisdiction and situs in Chicago, Illinois.

ENTIRE AGREEMENT - This is the entire Agreement and understanding between the Parties. No amendment, modification or alteration of any of the terms and conditions shall be binding unless reduced to writing and signed by both Parties.

DIVISIBILITY - The invalidity or unenforceability of any provisions shall in no way affect the validity or enforceability of any other provision.

HEADINGS - Paragraph headings are inserted for convenience only and shall not constitute a part of the Agreement.

EFFECTIVE DATE - This agreement shall become effective on the date below written.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of

____________________, 200__.

  

Associate Name (Signed) .. __________________________________

Associate Name (Printed) .. __________________________________

 

COMPLUS INC.

By:_____________________________

Adrian W. Hollander, President

 

 

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