This Business Partnership Agreement (herein known as the “Agreement”) is entered into as of the digital date entered in this form and is between LUCID LLC and the signer or signatory in this form (herein known as the “Partner”).
LUCID LLC recognizes and understands that the Partner desires to take on the responsibility of managing and operating a division of LUCID in Partner’s local area (city, town, or state).
The Partner understands LUCID is a Limited Liability Company which is in the business of designing and developing websites, as well as hosting, search engine optimization, social media management, and other related services to its clients/customers.
LUCID LLC and the Partner enter into a contractual relationship under which the Partner will:
• Open a division of LUCID LLC as a home office or as a commercial office,
• Network within their own communities to generate leads,
• Provide web design services to clients/customers,
• Generate a minimum of $6,000 of revenue or more per month for their division after coaching has been completed and the 4-month grace period has passed (as defined below and provided herein).
Practical and Reasonable Best Efforts
During the term of this Agreement, the Partner shall undertake all practical and reasonable best efforts to establish, open and maintain a division of LUCID. The Partner is solely responsible for the costs of any business license required by the state in which the division of LUCID LLC will reside. The Partner may choose to operate LUCID LLC from his/her own home or open an office location within his/her location upon the express written consent of LUCID LLC. If the Partner chooses to open an office location, the Partner will be solely responsible for all the costs associated with renting an office, property or rental insurance, medical insurance, hiring employees, taxes, office expenses and any other expenses that may be incurred in the acquisition of a rental office or commercial property. The Partner understands that LUCID LLC will not be held responsible for any office expenses or any claims of liability originating from the rental property or commercial property.
Commissions and Earnings
The Partner shall be entitled to receive a 65% commission of the profit generated by the Partner’s home or commercial office location(s) less taxes and online transaction fees. The Partner is not entitled to any shares or earnings generated by or through any other division of LUCID LLC, LUCIDDMS.NET or any other of LUCID’s subsidiaries. Commissions will be distributed to the Partner on the first of each month for earnings generated in the previous month.
Resolution of Conflicts Regarding Commissions
LUCID LLC shall not be liable for more than the Partner’s entitled 65% commission, less taxes and online transaction fees.
The parties anticipate that LUCID LLC may disclose Confidential Information to the Partner. For purposes hereof, “Confidential Information” means business or technical information disclosed by LUCID LLC to the Partner, including:
• Information relating to a LUCID LLC’s product or service plans (unless specified on LUCID’s Website),
• Web designs or Web Templates
• Costs incurred by LUCID (unless specified on LUCID’s Website),
• Pricing (unless specified on LUCID’s Website),
• Marketing plans,
• Strategic plans,
• Business plans,
• Business opportunities,
• Research and development,
• Website Builder,
• Customer Relationship Manager,
• Marketing Materials (unless specified on LUCID’s Website),
• Or any other information a person exercising reasonable business judgment would understand to be confidential or proprietary.
Without limiting the foregoing, the terms and conditions of this Agreement is the Confidential Information of LUCID LLC.
Breach of Confidential Information
If a Partner discloses confidential information for any reason, he/she will be subject to the following:
• Legal action,
• Compensation for any losses arising from the disclosure of confidential information,
• Termination of the Partner’s Agreement with LUCID.
From time to time, LUCID LLC will provide the Partner with reasonable quantities of the standard marketing, sales and technical literature that it customarily uses to promote its products and/or services (collectively, “Marketing Materials”). The Partner will use LUCID’s Marketing Materials solely for the purposes of this Agreement. The Partner may not copy, modify, alter, adapt or create derivative works based on LUCID’s Marketing Materials unless contracted by LUCID to do so.
Trademark license from LUCID LLC
Subject to the terms and conditions of this Agreement, LUCID LLC hereby grants to Partner a non-exclusive, non-transferable license, during the term of this Agreement, to use the LUCID LLC trademarks, service marks, and logos (the “LUCID LLC Marks”) solely for the purposes of this Agreement, provided that such use is only of pre-authorized LUCID LLC Marks and in accordance with LUCID LLC’s then-current trademark usage guidelines. The Partner acknowledges and agrees that LUCID LLC owns the LUCID LLC Marks and that any and all goodwill that is created by or that results from Partners use of the LUCID LLC Marks is solely to the benefit of LUCID LLC. A Partners will not contest or aid in the contesting of the validity or ownership of any LUCID LLC Mark or take any action in the derogation of LUCID LLC’s rights therein, including, without limitation, applying to register any trademark, trade name or other designation that is confusingly similar to any LUCID LLC trademarks or materials.
Except as set forth in this Agreement or otherwise expressly agreed to in writing by LUCID LLC, nothing in this Agreement will be deemed to grant or assign to the Partner any ownership rights, license rights, interests and/or shares of any kind.
During the term of this Agreement, the Partner may not engage in web design/development activities for any other companies or businesses. The Partner may not operate as a freelance web designer or developer without the express written consent of LUCID LLC. A Partner who retires from operating a division of LUCID LLC or withdraws from the Partnership Agreement on his/her own accord or has his/her Partnership Agreement terminated by LUCID LLC, may not directly or indirectly pursue or solicit any of LUCID LLC’s clients.
None Compete – White Label Partners
During the term of this Agreement, the White Label Partner may engage in web design/development activities for their own business, however they may not engage in web design/ development services for any other companies or businesses as an employee or as a contractor.
Representations and Warranties
The Partner represents and warrants that:
• He/she is over the age of 18;
• He/she has the necessary authority to enter into this Agreement, to carry out its obligations hereunder;
• He/she will conduct business in a manner that reflects favorably on LUCID LLC, its products and services;
• He/she will make no false or misleading representations with respect to LUCID LLC, its products and services; and
• He/she will make no representations, warranties or guarantees with respect to the specifications, features or capabilities of LUCID LLC’s products and services that are inconsistent with LUCID LLC’s Marketing Materials.
The Partner will indemnify, defend and hold LUCID LLC and its affiliates, and their respective officers, directors, employees, consultants and agents harmless from and against all damages, liabilities, costs, charges and expenses, including reasonable attorneys’ fees, awarded in a final judgment against or paid in settlement by LUCID LLC, arising out of or resulting from any third-party claim based on a breach or alleged breach by Partner of any representation or warranty.
The Partner understands and agrees that LUCID LLC will not be liability for damages of any kind arising out of this Agreement.
Term of Agreement; Survival
The initial term of this Agreement shall commence as of the Effective Date and shall continue for a period of one (1) year, after which this Agreement shall continue automatically from month to month, unless terminated as provided herein. Notwithstanding the forgoing, either party may terminate this Agreement at any time and for any reason (or no reason) by providing thirty (30) days’ advance written notice to the other party.
This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of Alaska, without regard to its conflict of law provisions. Any legal action or proceeding relating to this Agreement shall be brought exclusively in the state or federal courts located in the Anchorage, Alaska. You hereby agree to submit to the jurisdiction of, and agree that this venue is proper in, those courts in any such legal action or proceeding.
The waiver by LUCID LLC of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.
In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
LUCID LLC shall not be liable, by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond the reasonable control of such LUCID LLC, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, economic down turns, and service shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, LUCID LLC will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues and LUCID continues to use reasonable best efforts to resume performance.
Relationship between the Parties
Nothing in this Agreement shall be construed to create a joint venture, employee and employer relationship or agency to agency relationship between the LUCID LLC and the Partner.
No Third-Party Beneficiaries
This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.
The relationship the Partner shall be and shall at all times remain that of independent contractor and not that of employer and employee, franchisor and franchisee, joint ventures. This Agreement does not establish either party as the other party’s agent or representative for any purpose.
The Partner shall provide LUCID LLC’ services on behalf of LUCID LLC. The Partner understands and agrees that he/she shall operate and manage their division of LUCID as directed by LUCID LLC’s policies and procedures, the CEO of LUCID LLC or LUCID LLC’s governing representative.
Policies and Procedures
The Partner agrees to abide by all of the policies and procedures, business sales process, strategic marketing plans, and pricing structures of LUCID LLC. Failure to abide by the policies and procedures, business sales process, strategic marketing plans, and pricing structures of LUCID LLC will result in the termination of the Partner’s Agreement.
Withdrawal/Death of Partner
In the event a Partner withdraws or retires from the partnership for any reason, including death, LUCID LLC may continue to operate the division using the same name. A withdrawing Partner shall be obligated to give a thirty (30) day prior written notice of his/her intention to withdraw or retire and shall be obligated to transfer his/her division to LUCID LLC. No Partner shall transfer his/her division to any other party without the expressed written consent of LUCID LLC. LUCID LLC shall not pay the withdrawing or retiring Partner, or the legal representative of the deceased or disabled Partner, the value of the
A Partner may not create a “Will” that wills a division of LUCID LCC to any person, persons, third-party, corporation or business entity without the express written consent of LUCID.
Termination of Agreement
If this Agreement is terminated by either party for any reason, the Partner agrees to transfer his/her division to LUCID LLC. LUCID LLC reserves the right to continue the operations of a division LUCID or close a division of LUCID if this agreement is terminated.
A Partner may only use the website builder for LUCID business activities. If it is discovered that the website builder is being used for other activities other than LUCID business activities it will result in the immediate termination of this Agreement. The Partner understands and agrees that he/she will not provide access to the website builder to any person(s), company, or business without the express written consent of LUCID LLC.
The Partner agrees to enter all clients/customers into their CRM in a timely manner. The Partner understands and agrees to the use of the Partner’s client information for the purposes of advertising or marketing. The Partner understands and agrees to LUCID using the Partner’s client information for the purpose of conducting surveys.
A Partner may only use the Training Center for LUCID business activities. If it is discovered that the Training Center is being used for other activities other than LUCID business activities it will result in the immediate termination of this Agreement.
A Partner may only use Advertisement(s) for LUCID business activities. If it is discovered that Advertisement(s) are being used for other activities other than LUCID business activities it will result in the immediate termination of this Agreement.
Rights of LUCID
LUCID LLC reserves the right to take over the operations of any division, at any time, for any reason. LUCID LLC reserves the rights to terminate this agreement at any time for any reason. LUCID LLC reserves the rights to monitor and assess the usages of the website builder and the Partner’s customer relationship manager.
A Partner may not sell his/her division of LUCID without the express written consent of LUCID LLC. If a Partner sells his/her division of LUCID without the consent of LUCID LLC, the Partner will be liable for all damages that occur, all lost profit, 35% of the sale of the division, all legal fees, and all other fees or legal penalties that may result from the illegal sale.
A Partner may operate more than one division of LUCID in his/her own state upon the express written consent of LUCID. The Partner understands and agrees that he/she must display a proven track record of success as a Business Partner and that the division(s) he/she operates has consistently met or exceeds LUCID’s financial goal ($6,000 per month) for the Partner.
Online Transaction Fees
The Partner understands that LUCID LLC process online transactions. The client agrees to pay for online transaction fees for processing online orders. The percentages of these charges may vary depending on the payment gateway provider and/or the online transaction fees.
The Partner understand and agrees that he/she must report their earning to the IRS. If it is discovered that a Partner has not reported their earnings to the IRS, that Partner’s Agreement will be immediately terminated by LUCID LLC.
White Label Partners
White Label Partners must provide evidence of a business license before being granted access to the Training Center or any of LUCID LLC’s services or products for resell.
Services or Products
The Partner understands that he/she has the discretion to offer all of the services of LUCID LLC or only specific services. The Partner may not offer the service or products of any competing company or business. These services include, and are not limited to web design, hosting, domain names, email accounts, website security, SEO, SEV, social media management, web maintenance, etc.
Referral of Services
If a Partner does not offer a certain service of LUCID LLC, that Partner must refer that service to LUCID’s corporate division. A Partner may not refer that service to any other person, company or business entity at any time for any reason.
Commissions for Referral of Services
If a Partner refers a client to LUCID LLC and LUCID closes that sale of services, the Partner will be entitled to receive of 35% commission of that sell, less taxes and online transaction fees.
The Partner understands that LUCID LLC does not provide health insurance to Business Partners.
The Partner understands and agrees to promote LUCID LLC on all of his/her social media outlets. The Partner understand and agrees to be solely responsible for the promotion of LUCID LLC on social media sites.
The Partner understands and agrees to develop website for his/her customers using LUCID’s website builder. The Partner may not use any other website builder. The Partner agrees to develop websites for his/her customers within a reasonable amount of time, not exceeding 8 weeks.
The Partner understands that he/she may hire employees and agrees to hire employees at their own expenses. The Partner understands and agrees that LUCID LLC must approve any potential employees. LUCID LLC reserves the right to deny any applicant employment.
Online Payment Gateway
The Partner understands and agrees to use LUCID LLC’s online payment gateway. A Partner may not take cash, checks or other forms of payment outside of LUCID’s online payment gateway.
The Partner understands and agrees to use LUCID LLC’s contracts as presented on LUCID’s Training Center. The Partner agrees that he/she will not modify, change or alter the content of these contracts for any reason, outside of entering the necessary information to complete the contract.
The Partner agrees to allow LUCID LLC access to all information pertaining to the operation of the Partner’s division. This includes, but is not limited to, customer information, contracts, free quotes, employees, rental agreements, bills of sale, etc.
LUCID LLC reserves the right to audit a Partner’s division of LUCID at any time without prior written notice.
The Partner understands and agrees to the monthly sales goal of $6,000. The Partner understands and agrees that if he/she does not meet the monthly sales goal after the 4-month grace period, the Partner’s Agreement may be terminated by LUCID LLC.
The Partner understands that the address and phone number submitted by the Partner will be used and displayed on LUCID's website and any other websites LUCID deems necessary for promotional purposes. The Partner understands that this information will be used strictly for promoting the Partners division.
Failure To Complete
If a Partner fails to complete and launch a website within a time frame that LUCID deems reasonable (based on the scope of the web design project), LUCID reserves the right to take over the project and revoke the Partner’s access to the web design project. If the Partner fails to complete and launch a website within a time frame that LUCID deems reasonable (based on the scope of the web design project), LUCID reserves the right to withhold any or all commissions associated with the web design project.
• Home Office – A Partner may choose to operation a division of LUCID from their own home.
• Commercial Office – A Partner may choose to operate a division of LUCID from a commercial office outside of their own home at their own expense.
• Mandatory Training – Mandatory Training is training that is identified in LUCID’s training center as mandatory.
• Coaching – Is an optional component of the Business Partnership training and is defined as a form of development in which a person called a coach supports the Partner in achieving a specific business goal by providing training and guidance.
• 4 Month Grace Period – The 4-month grace period is the period after the Partner has completed training. This grace period is designed to provide the Partner with the opportunity to network within his/her community and establish relationships that lead to sales opportunities.
• Online Transaction Fees – The online transaction fees refer to a process fee charged to LUCID by PayPal or any other online payment gateway in which LUCID utilizes to process payments online.