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2015 8 7 BCC Agreement
2015 8 7 BCC Agreement
2015 8 7 BCC Agreement
In consideration of the mutual promises hereinafter set forth, the parties hereby agree as
follows:
2. RELATIONSHIP OF PARTIES.
The Representative shall assume full responsibility for its own account to and for all its
employees, if any, under the Internal Revenue Code (and regulations promulgated thereunder),
Social Security Act, Fair Labor Standards Act, state unemployment compensation acts, workers
compensation acts, minimum wage laws and other similar laws, rules and regulations. The
Representative shall comply with all state, provincial, federal and other laws of the United
States as they pertain to the performance of the Representatives obligations under this
Agreement.
The Representative will determine its own working hours as it chooses, and conduct its
activities and those of its employees as it sees fit without supervision or direction from the
Company.
3. NON-LIABILITY OF THE COMPANY.
The Representative covenants and agrees, at its sole cost and expense, to indemnify, save and hold
harmless the Company and its directors, officers, employees, agents and subcontractors from and
against any and all damages, losses, liabilities, obligations, penalties, claims, costs, disbursements or
expenses (including attorneys' and experts' reasonable fees and disbursements) relating to, caused by or
arising out of any claim, demand, litigation, suit, proceeding, judgment or other legal action or award,
by any third party other than the Representative, in connection with (i) the failure of the Representative
to comply with all applicable laws, rules, and/or regulations regarding advertising and selling the
Services; (ii) any warranties granted by the Representative in excess of those warranties authorized by
the Company; (iii) the failure of the Representative to comply with the material terms of this
Agreement; (iv) any grossly negligent or willful act or omission of the Representative; or (v) the use of
any motor vehicle or other equipment or property in connection with the carrying out of the
Representatives obligations under this Agreement, damage to property, or injury or death of persons.
For purposes of this section, the acts and omissions of the Representatives employees, agents and
subcontractors shall be deemed to be those of the Representative. The Company shall not be liable to
the Representative for any loss, claim, expense or damage to the extent caused by, contributed to or
arising out of the acts or omissions of the Representative or third parties. In no event shall the
Companys liability for any such cause of action whatsoever exceed the cost of the product or service
giving rise to the claim, whether based in contract, warranty, indemnity or tort (including negligence
and strict liability) or otherwise. In no event shall the Company be liable for any special, incidental,
consequential or other such indirect damages (including, without limitation, loss of revenues, profits or
opportunities), arising out of the acts or omissions of the Representative or third parties, whether
arising out of or as a result of breach of contract, warranty, tort (including negligence), strict liability or
otherwise.
4. COMMISSIONS.
Subject to the terms and conditions hereinafter contained, the Company shall pay the
Representative for services performed hereunder a commission referred to on Schedule A on
any contracts received from the Representative that are accepted during the term of this
Agreement.
D. Company may, at its sole option, advance, as a loan against future commissions 50% of
first year commissions to Representative upon supplier approval and verification of
energy contracts, based on the estimated first year revenue of such contracts. The
remaining 50% will be paid as a monthly residual after true-up of actual commissions
received by Company against the commissions calculated on estimated revenue. For all
prepaid commissions, Company may charge interest costs for such prepaid
commissions, at a rate of the average Wall Street Journal Prime Rate for each month
plus 3%. Such interest shall be deducted from commissions as part of the true-up
calculation, at such time, only if the Wall Street Journal Prime Rate exceeds 3.25% and
the advances exceeds $3,500. In the event that the actual commission paid for the first
year exceeds the commission actually earned, Company will deduct such shortfall from
other commissions payable to Representative, or collect any shortfall from
Representative if commissions payable are not adequate to repay such shortfall.
E. Representative understands that all electricity and natural gas contracts are subject to
credit approval by the Companys Suppliers before acceptance by suppliers.
F. Representative understands that all new contracts are verified with the customer by the
Company. Any submission of fraudulent contracts by Representative will be
prosecuted to the full extent of the law. Should Company pay Representative advances
on any contracts that are determined to be fraudulent, Representative agrees to pay all
legal fees required to collect such fraudulently obtained advances, which may include
garnishment of wages.
G. In the event that the Company has paid Representative more money than the
commissions actually paid on revenue actually received by the Company, defined
herein as an overpayment, Representative shall repay such overpayment within thirty
(30) days of a written request by the Company, or the Company shall deducts such
overpayment from other commissions due the Representative.
H. Commission payments to Representative shall be made via ACH to their bank account.
The Company reserves the right and the Representative authorizes the Company to
reverse a posted ACH payment that is made in error, provided the Company informs the
Representative in advance of such reversal of payment. In the event that commissions
due for a month are less than $25, such commissions will held and paid at such time that
commissions due exceed $25.
B. Use its best efforts in conducting its activities in selling the Companys products in the
Territory, at the Representatives cost and expense. Territory is defined as states where
electricity and natural gas are deregulated.
C. Not commit or bind the Company to any course of action without specific prior written
approval of the Company.
D. Not commit or bind the Company, or its suppliers, to any contract with any Customer
for any electrical or natural gas supply offering.
E. Not furnish any Customer with warranties or guarantees of any nature that may involve
the responsibility or liability of Company or its suppliers.
F. Not represent any other companies in the business of brokering or supplying Electricity
or Natural Gas for non-residential customers, unless the prior written consent of the
Company is obtained.. Representative may process electricity contracts under 30,000
kWH in annual usage without any restriction.
H. Not guarantee any savings to customers for any time period unless the public utility
price is published for such time period and the Company has approved such guarantee.
J. Provide prospective customer electricity or natural gas utility invoices and signed
Letters of Agency in PDF form via email or via fax.
K. Respond in no more than twenty-four hours to any communication from the Company,
whether via email or telephone, specifically regarding notice that a contracted customer
has switched to a different supplier, in violation of their supplier agreement. The result
of such a switch by the customer would result in a commission charge-back to the
Representative, unless such customer change is resolved by the Representative. In the
event that the Representative does not respond in twenty-four hours and the
Company resolves the customer change directly, Representative shall waive future
commissions from such Customer.
BCC Representative Agreement 8-7-2015 4 Initials:__________
L. Representative shall pay a $99 registration fee upon submitting this signed agreement.
This $99 fee shall be fully refunded, within seven days after the Representative
contracts its first electricity or gas customer. Payment shall be made online at
http://bettercostcontrol.com/payment .
M. Not incorporate a business with any name that could be potentially confused with Better
Cost Control, BCC-Energy, Better Cost Energy, Better Cost Electricity, or any name
that begins with BCC or Better Cost.
N. Representative shall have access to all commission records online, as well as the right to
review the accounting records of the Company, at the Representatives expense, to
ensure that the calculated, paid and accrued commissions are accurate and reflect those
agreed to in Schedule A.
6. NO ADDITIONAL BENEFITS.
A. No fringe benefits of any kind are receivable in connection with the performance of this
Agreement.
C. Representative shall indemnify and save harmless Company from any claims, penalties,
interest and costs that may be made or assessed against Company in respect to such
contributions.
A. It is currently in compliance with all applicable Laws and is not currently, and has not been
subject to or threatened with any written complaint, enforcement action, disciplinary
proceeding or lawsuit by any government entity or private party alleging a violation of a
liability under any Law;
B. It is shall not act in any action that would violate any Law in performing the Services.
C. It shall not act in any manner that could cause Companys reputation or good will to be
impaired;
D. It shall not utilize agents to perform the Services without the prior written consent of
Company, such consent to be granted in Companys sole discretion. Further, if agents are
engaged by Representative to perform the Services with Companys consent, it shall ensure
8. CONFLICT OF INTEREST..
The Representative warrants, both during the term of this Agreement and subsequent to the
term of this Agreement, that the performance of the Services by Representative or by its
employees, agents or subcontractors under this Agreement does not and will not constitute a
conflict of interest with any party to whom Representative, its employees, agents, or
subcontractors provide or have provided Services.
Company reserves the right to accept or reject any and all orders from Customers within the
Territory, and no order shall become final or be binding until accepted by the Companys
suppliers.
Company reserves the right, in its sole discretion, to remove from the Representatives territory
any area in which the Company is held liable for taxes (other than Federal Income or Excise
Taxes) or other charges by reason of the activities of the Representative in such area.
10. CONFIDENTIALITY.
B. All documents or videos provided to Representative, whether via the online web portal
or via email are Company Confidential and shall not be provided to anyone unless
authorized by the Company.
C. Representative acknowledges that irreparable injury will result from the violation of
these Confidentiality terms. Representative expressly agrees that Company, in the event
of any violation of this Section by Representative, shall be entitled, in addition to
damages and any other remedy provided by law, to an injunction or other equitable
remedy respecting such violation or continued violation.
11. TERMINATION.
A. This Agreement may be terminated with or without cause for any reason by either party
upon thirty (30) days written notice. In the event of termination of this Agreement, and
subject to the provisions of Section 11B and 11C below, the Representative, if it is in
compliance with, and only as long as it is in compliance with, all of its obligations
described in this agreement, which obligations shall survive for the purpose of this
clause pertaining to continuing commissions, including but not limited to its obligations
described in Paragraph 5 above, shall be entitled to commissions payable to the
Representative for contracts sold and signed prior to the effective date of termination.
Contracts sold and signed prior to the effective date of termination for these purposes
shall include renewals of contracts that are obtained by Representative, provided such
renewals are obtained at least thirty days before the end of any customers contract
term. Representative shall not receive commissions for renewals of such contracts that
are obtained by Company less than thirty days before the end of a customers contract
term.
B. Notwithstanding the provisions of Section 11A above, in the event that the
Representative violates any of the provisions of this Agreement, or if Representative
becomes insolvent or bankrupt, or makes an assignment for the benefit of creditors, or if
Representative commits fraud or any other wrongful act or unfair trade practice in
relation to this agreement or in any other business dealings, the Company may
immediately terminate this Agreement, and no commissions will be paid after such date
of termination.
C. Upon termination of this Agreement for any reason, the Representative shall, at its own
expense, immediately return to the Company any and all proprietary or confidential
information, data, records, and materials of the Company and any and all sales literature
and information furnished by or relating to the Company. Representative shall
immediately destroy any other versions or copies in its possession or control. Upon
either party's request, a duly authorized corporate officer of the other party shall certify
in writing that such return or destruction has occurred. The terms information, data,
records, materials, literature include all forms of same, including both electronic and
non-electronic forms.
BCC Representative Agreement 8-7-2015 7 Initials:__________
D. The terms of Paragraph 4-F, 10, 11 and 12 shall survive the termination of this
Agreement.
12. NON-SOLICITATION.
B. Representative agrees that the entities that contract with the Company and supply
natural gas and electricity to the Companys customers (Suppliers) in relation to this
Agreement are Business Suppliers of the Company and have business relations with the
Company that are advantageous to the Company. During this Agreement and for a period of
two years after the termination of this Agreement, Representative agrees not to solicit
competitive business from these Suppliers unless such business is processed through the
Company. Competitive business is defined as the sale of products or services listed in Schedule
A.
D. For a period of two years after the termination of this Agreement, Representative agrees
that it will not solicit or hire any employee of the Company.
E. In the event that Representative breaches the terms of this Agreement regarding non-
solicitation Representative will not receive commissions on renewal business that it obtains
with contracted Customers and any commissions due, but unpaid, on all business shall cease.
F. Representative acknowledges that irreparable injury will result from the violation of
these Non-Solicitation terms. Representative expressly agrees that Company, in the event of
any violation of this Section by Representative, shall be entitled, in addition to damages and
any other remedy provided by law, to an injunction or other equitable remedy respecting such
violation or continued violation.
G. The provisions of this Section shall survive the termination or expiration of this
Agreement for two (2) years.
All notices required by this Agreement to be given by either party to the other shall be in
writing, shall be delivered by hand, delivered by courier or by certified mail, postage prepaid
A. The laws of the Commonwealth of Massachusetts shall apply and bind the parties in any
and all questions or disputes arising hereunder, without regard given to the conflict of laws
provisions thereof.
B In the event a dispute arises with respect to any of the provisions herein contained and
the parties are unable to resolve this dispute, then the dispute shall be settled by arbitration in
the City of Boston in accordance with the then current rules of the American Arbitration
Association, and the cost and expenses, [excluding attorneys fees], of such arbitration shall be
paid by the party against whom the arbitrator renders a decision; provided however, that
nothing in this subsection shall be construed as precluding the bringing of an action for
injunctive relief or other equitable relief. Any such action for injunctive relief or other equitable
relief shall be brought in the Commonwealth of Massachusetts, and each party agrees to submit
to the jurisdiction of the courts of the Commonwealth of Massachusetts, and hereby waives any
defense of lack of personal jurisdiction, or any defense related to improper or inconvenient
venue.
This Agreement shall inure to the benefit of the Companys successors and assigns. The
Representative shall not have the right to assign this Agreement, or any part of it, without the
Companys prior written consent, but, in any event, this Agreement shall be binding upon the
successors and assigns of the Representative. For clarity, the estate of the Representative is a
successor.
For all purposes of this Agreement, and with respect to all obligations of the Representative,
the Representative agrees that all such obligations will bind its principals, any successor entity,
and any persons or entities which the Representative or its principal or principals control in
whole or part.
18. SEVERABILITY.
19. MISCELLANEOUS.
This document contains the entire agreement of the parties relating to the subject matter hereof
and supersedes all previous oral and written agreements. There are no agreements,
representations or warranties not set forth herein, and no amendment or modification of this
Agreement shall be valid unless in writing signed by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the day and year
first above written.
By:_________________________ By:_______________________
Signature
Date:________________________ Date:______________________
Phone:_______________________
Email:________________________
COMMISSION SCHEDULE
Representative, in agreement with Company shall determine the Margin to be added to prices
provided for each individual electricity and natural gas contract. A percentage of the Margin shall be
payable to Representative as a commission, as described below.
This commission rate shall be determined by the annual Contract Margin, defined as the number of
mils ($0.001) per kWH for an electricity contract multiplied by the annual kWH usage for the
contracted electric meters listed on a contract or the cents ($0.01) per DTH for gas contracts
multiplied by the annual DTH usage for the gas meters listed on a contract:
In the event that Representative refers new independent sales representatives to the Company that
thereafter sign a Better Cost Control Independent Sales Representative Agreement (hereinafter
referred to as the Referral), the Company shall pay the Representative an override of 10% on all
commissions paid to the Referral, as such commissions are earned.
Should any customer contract submitted by the Referral terminate early or be determined fraudulent,
Representative shall be liable for any unearned commissions received, which shall be deducted from
other commissions payable.
Representative shall have on-line access to the Better Cost Control management system to view all
Referral accounts, their energy usage and commissions earned.
AgreementChecklist
Pleasebesuretodothefollowingwhenyousubmityouragreement:
1. Onthefirstpage,enter
a. Thedayandmonth
b. Yournameorlegalbusinessname
c. Selectthetypeoflegalentityusingthedropdown
d. Yourbusinessaddress
2. Initialeachpage
3. CompletetheinformationintheblanksbeneathREPRESENTATIVE
4. Fillinthesurveyform.
5. FillintheW9form
6. CompletetheACHCreditAuthorizationform,sowecansendpaymenttoyourbankaccount.
a. Includeavoidedcheck
7. IncludeacopyofaphotoID:driverslicense,passportorsimilargovernmentissuedID.
8. Makepaymentofyour$99fee,whichis100%refundablewithyourfirstsubmittedelectricityor
naturalgascontract,onlineathttp://bettercostcontrol.com/payment.
Whenyouscanyourdocuments,pleasescanthemtoasinglePDFfileandemailto
sgarson@bettercostcontrol.com.Oryoucanfaxthepagesto6173323881.
Oncewereceiveyourdocuments,youwillreceiveanemailwithacopyofyourcountersigned
agreementandinformationonhowtoregisteronourportalandstarttheonlinetrainingprocess.
Trainingwillrequiresixtoeighthoursofyourtime,atyourconvenience.Youwillthenneedtoscore
100%onanopenbooktesttobequalifiedtobeginsales.
BetterCostControlistheonlynationalbrokerthatrequiresindependentagentstobeproperlytrained.
Ifyouarenotcomfortablewiththisprocess,weencourageyoutoworkwithadifferentcompany.Ifyou
wanttoworkwiththebest,youneedtoprovethatyouarequalifiedtodoso.
AllofusatBetterCostControllookforwardtotheprospectofworkingwithyouandbuildingyour
energybusiness.
Exempt payee
Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership)
Part II Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding, and
General Instructions Note. If a requester gives you a form other than Form W-9 to request
your TIN, you must use the requesters form if it is substantially similar
Section references are to the Internal Revenue Code unless otherwise to this Form W-9.
noted.
Definition of a U.S. person. For federal tax purposes, you are
Purpose of Form considered a U.S. person if you are:
A person who is required to file an information return with the IRS must An individual who is a U.S. citizen or U.S. resident alien,
obtain your correct taxpayer identification number (TIN) to report, for A partnership, corporation, company, or association created or
example, income paid to you, real estate transactions, mortgage interest organized in the United States or under the laws of the United States,
you paid, acquisition or abandonment of secured property, cancellation An estate (other than a foreign estate), or
of debt, or contributions you made to an IRA.
A domestic trust (as defined in Regulations section 301.7701-7).
Use Form W-9 only if you are a U.S. person (including a resident
alien), to provide your correct TIN to the person requesting it (the Special rules for partnerships. Partnerships that conduct a trade or
requester) and, when applicable, to: business in the United States are generally required to pay a withholding
tax on any foreign partners share of income from such business.
1. Certify that the TIN you are giving is correct (or you are waiting for a Further, in certain cases where a Form W-9 has not been received, a
number to be issued), partnership is required to presume that a partner is a foreign person,
2. Certify that you are not subject to backup withholding, or and pay the withholding tax. Therefore, if you are a U.S. person that is a
3. Claim exemption from backup withholding if you are a U.S. exempt partner in a partnership conducting a trade or business in the United
payee. If applicable, you are also certifying that as a U.S. person, your States, provide Form W-9 to the partnership to establish your U.S.
allocable share of any partnership income from a U.S. trade or business status and avoid withholding on your share of partnership income.
is not subject to the withholding tax on foreign partners share of
effectively connected income.
Cat. No. 10231X Form W-9 (Rev. 12-2011)
ACH Credit Authorization Form
Business to Credit Account
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____________________________________________________
________________________________________________________
Authorized Business Name Authorized Business Phone Number
_________________________ ________________________
Bank Routing Number (9 digits) Bank Account Number Account Type: ____ Business Checking
____ Personal Checking
____ Savings
How to find your Routing and Account Numbers on a check. Please attach a voided check.
Payment Information
Commissions
________________________________________________________________________________________________________________
p
Description/Goods Purchased/Services Rendered
_________________ _________________
_________________ or ____ Open Ended
Payment Date First Payment Date Number of Payments
_________________
$________________ or ____ Variable Amount
Amount of Payment Amount per Payment
Authorization
____ Single Use
I hereby authorize the above named Business to Credit the Bank Account referenced herein, via the Automated Clearing House system,
according to the parameters specified herein
herein. This authority will remain in effect until the payment(s) are completed as specified herein
herein. If a
payment is returned for any reason I acknowledge that I am subject to a rejected item fee of $25 or the maximum amount allowed by law.
____ Until Revoked
I hereby authorize the above named Business to Credit the Bank Account referenced herein, via the Automated Clearing House system. This
authority will remain in effect until revoked in writing by the undersigned account holder. If the payment is returned for any reason I
acknowledge that I am subject to a rejected item fee of $25 or the maximum amount allowed by law.
1. FirstMiddleLastName:________________________________________________________
2. Pleasetellusifyouwillbesellingelectricityandnaturalgas:
a. Fulltime:
b. Parttime:Ifparttime,whatisyourprimaryworkfocus:_______________________
3. Whatsizecompaniesdoyouplanontargeting:
a. Smallbusinesses:
b. Mediumsizebusinesses:
c. Largebusinesses:
4. Whatstateswillyoubesellingin:
a. Massachusetts:
b. RhodeIsland:
c. Connecticut:
d. NewYork:
e. Pennsylvania:
f. NewJersey:
g. Delaware:
h. Maryland:
i. WashingtonD.C.:
j. Texas:
k. Illinois and/or Ohio:
l. NewHampshire:
m. Maine:
n. Other:(naturalgasonly):____________________
5. Describeyoursalesexperience:________________________________________________
__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
6. Whatdoyouthinkisareasonablefirstyearannualincomegoalfromthisbusiness?
a. $25,000:
b. $50,000:
c. $75,000:
d. $100,000:
e. $125,000:
f. $150,000:
g. $175,000:
7. Whatdoyouthinkisareasonablesecondyearannualincomegoalfromthisbusiness?
a. $25,000:
b. $50,000:
c. $75,000:
d. $100,000:
e. $125,000:
f. $150,000:
g. $175,000: