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Eportfolio4 Partnership
Eportfolio4 Partnership
Attached are my revisions to your letter agreement with distributors of Pedro’s Products.
Pursuant to your desire to limit your liability under partnership law, I added a provision that
stated the discount, though tied to your profits, is simply a payment to the distributors as
independent contractors. This will negate the presumption of partnership that would arise
otherwise. Additionally, I edited the language to reflect that the relationship is an authorized
distributorship, rather than a partnership. Finally, with respect to your business cards, I would
recommend including a disclaimer that notes that the authorized distributor does not represent
Pedro’s Products in any capacity and merely sells those products. This should also reduce
potential liability that might arise from authorized distributors that purport to conduct business
on your behalf. Please feel free to reach out if you have any concerns.
Regards,
Jake
LETTER AGREEMENT
This letter constitutes the whole agreement between you and Pedro’s Products
(“Pedro’s”). By signing this Letter Agreement with Pedro’s, you are entitled to
receiveparticipate in the Pedro’s Partner benefits a discount as an authorized
distributor pursuant to the following terms of participation.
The Authorized DistributorPartner Rate is equal to the retail price shown for
a product on the Pedro’s website, reduced by the authorized distributor
discountPartner Profit Share. The Authorized distributor discount Partner Profit
Share equals 30% of Pedro’s retail profit. (Pedro’s retail profit is equal to the
difference between the price of the product, as listed on Pedro’s website, and Pedro’s
cost for that product.) For example, if a product is listed on Pedro’s Product’s
website for a retail price of $30, and Pedro’s costs is $10, then Pedro’s retail profit
is $20. The authorized distributor discountPartner Profit Share on $20 is $6 (which
is 30% of $20). Therefore, authorized distributorsPedro’s Partners would pay $24
for the product, rather than $30 for the product. All calculations of Pedro’s retail
profit and the authorized distributor discountPartner Profit Share shall be done by
Pedro’s in Pedro’s sole and absolute discretion. This discount is payment for your
services as an independent contractor in the distribution of Pedro’s Products.
The cost of any product purchased from Pedro’s website will be deducted
from the Payment Amount. The Payment Amount may be increased by you at any
time but it must always exceed the amount of any products you purchase from
Pedro’s website. If the Payment Amount is ever less than $10,000, the amount must
be increased to $25,000, or you will not receive the authorized distributor discount
Partner Profit Share. Furthermore, the Payment is NON-REFUNDABLE. It may be
applied to purchases from Pedro’s website, but it may never be repaid.
Pedro’s will also provide you with Business cards identifying you as one of
Pedro’s authorized distributorsPartners.
[Other provisions in the Letter Agreement omitted from the excerpt include
rights, requirements, reporting, and termination provisions.]
Miscellaneous Provisions:
Welcome! I am so glad you are partnering with us, and we are excited to call
you one of Pedro’s authorized distributorsPartners.
Pedro,
Pedro’s Products, Owner
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