RESELLER AGREEMENT TERMS AND CONDITIONS

WHEREAS, Tele-Watch is a division of GILL Solutions Management, Inc, a limited liability company organized for the purpose of providing communication management services to clients all over the world;

WHEREAS, Tele-Watch wishes to engage certain organizations and individuals possessing knowledge of certain market places;

WHEREAS, the Reseller has been approved by Tele-Watch, and desires to be authorized as a Tele-Watch Reseller in accordance to the terms and conditions of this Agreement.

WHEREAS, Tele-Watch desires to engage the services of Reseller to provide such experience for the benefit of Tele-Watch;

NOW THEREFORE, in consideration of the mutual promises and covenants herein set forth the parties hereto agree as follows:


  • Definitions.
  • "Reseller" a person or company granted the non-exclusive right to re-sell Tele-Watch Products and Services as an Independent contractor. "Reseller" does not imply any ownership, share, or benefit in Tele-Watch, or its affiliates of any kind.
  • "Client" means a subscriber to the Tele-Watch Services.
    • A.  "Tele-Watch Reseller" is an individual who has entered into this mutually beneficial relationship to sell Tele-Watch Services on behalf of Tele-Watch.
    • B.  "Reseller Income" is calculated on all moneys received from a Client secured by the Reseller for Tele-Watch Services. Reseller Income is paid in accordance with Paragraph five (5) and at the rates outlined in Schedule "D".
    • C.  "Sales Literature" means sales and promotional material, product information sheets, terms and conditions, and related material, respecting Products and Services, and such other material as may be necessary, appropriate or convenient, in Tele-Watch sole judgment, to enable the Reseller to sell Products and Services, including, without limitation, all material bearing Tele-Watch logos, trademarks, and all order and sales agreement forms, work orders, letters of authorization, credit applications, etc., used by Tele-Watch from time to time, all of which shall be either provided by Tele-Watch to the Reseller or have received Tele-Watch prior written approval.
    • D.  "Services" means those Products and Services which the Reseller’s have been authorized to sell as identified in Schedule "C". Services may be amended from time to time, at the discretion of Tele-Watch. Written notice of any amendments or additions to Schedule "C" must be provided to Reseller at least one business (1) day prior to that amendment taking effect. In order to avoid Reseller selling any products or services to Clients that are not offered by Tele-Watch, Reseller shall immediately cease selling any product or service upon its receipt of a cancellation notice from Tele-Watch relating to that product or service.
    • E.  "Retail Price" is the price actually charged to Client by the Reseller for Services.
      • Engagement. Tele-Watch hereby engages Reseller as an independent contractor and Reseller hereby accepts such engagement, on the terms and conditions hereinafter set forth. Reseller shall perform the services under this Agreement as an independent contractor and shall not be an employee of Tele-Watch. Reseller shall not be entitled to nor receive any benefits normally provided to Tele-Watch employees, including, but not limited to, vacation, sick leave, medical and life insurance, or participation in pension and profit sharing plans. Except as otherwise provided herein:
        • A.  Reseller shall have no authority to act for or on behalf of Tele-Watch, except as outlined otherwise in this Agreement;
        • B.  Reseller shall not represent itself or its organization as having any relationship with Tele-Watch other than that of an Independent Authorized Tele-Watch Reseller for the limited purposes of described herein;
        • C.  Reseller shall not have, nor shall it hold itself out as having, the power to make contracts in the name of or binding on Tele-Watch, nor shall it have the power to pledge credit or extend credit in the name of Tele-Watch or its affiliates;
        • D.  Reseller shall not make any representations or in any way misrepresent Tele-Watch or its Services;
        • E.  Reseller will require all of its employees, Resellers and independent contractors to comply with all the terms and conditions of this Agreement;
        • F.  Tele-Watch will incur no obligation to employees, Resellers, or others that the Reseller uses to attract Clients; and
        • G.  Tele-Watch shall incur no responsibility for, or obligation to, employees, Resellers, independent contractors or other parties utilized by the Reseller in performing the Reseller Services. Such person(s) or parties shall at all times remain employees, Resellers, or independent contractors (whichever is applicable) of the Reseller.
          • Term. Subject to the provisions herein, this Agreement shall be in force and effect from the date this Agreement is entered into as set forth in the reseller agreement for one (1) year after such date (“Termination Date”). This Agreement shall be automatically renewed in subsequent years for additional one (1) year terms providing no notice of termination is given pursuant to the notification provisions herein within sixty (60) days of the effective Termination Date. Sections 8 and 13 shall survive the termination of this Agreement until the obligations, warranties, indemnities and covenants therein expire.
  • Description of Services. During the term of this Agreement, Reseller shall perform the following services ("Reseller Services"):
    • A.  "Reseller agrees to exercise commercially reasonable efforts to promote, solicit and/or introduce Tele-Watch Services to prospective Clients. Reseller shall use commercially reasonable effort to successfully close any prospective transaction.
    • B.  "Reseller, in coordination with Tele-Watch whenever reasonably appropriate, agrees to provide on-going Client support and service to Clients to whom the Reseller has sold Services. Such on-going support and service includes, but is not limited to the following: promptly responding to, or referring to Tele-Watch, Client inquiries about the Services and related issues, and promptly resolving or assisting to resolve, or referring to Tele-Watch, Client issues or complaints.
    • C.  "Reseller shall follow-up with Clients to whom they have sold Services, at least four times per calendar year, to ensure Client satisfaction and to determine whether additional Services are required.
    • D.  "The Reseller shall place all orders for the Services using Tele-Watch standard sales agreement form(s) included in the Sales Literature, or as otherwise specified in writing by Tele-Watch, and in accordance with the procedures established by Tele-Watch from time to time. The Reseller shall ensure that all sales agreement forms are signed by Clients, and that all required attachments are provided to Clients. The Reseller’s failure to do so constitutes a breach of this Agreement and Tele-Watch may, in its sole discretion, decide to withhold the payment of all Reseller Income relating to that particular Client until all sales agreement forms and required attachments are signed and provided to the Client. All documentation respecting orders for Services, including any sales agreement forms signed by Clients shall be delivered to Tele-Watch within two (2) business days from execution in the manner designated by Tele-Watch from time to time. If original signed agreement(s) are retained by the Reseller, as agreed to by Tele-Watch, they must be stored for a minimum of one (1) year beyond the agreement period and remain accessible to Tele-Watch if for any reason they are so requested. The Reseller agrees that it shall advise Clients of Tele-Watch right to reject any order, in its sole discretion and for any reason, including but not limited to credit-worthiness of the Client, and that Tele-Watch shall not be bound to provide Services and shall have no other obligation in connection therewith, prior to its acceptance of such order. The Client shall also be advised that acceptance of the sales agreement with the Client shall occur when such agreement has been signed both by an authorized representative of the Client and by a representative of Tele-Watch authorized from time to time by a Tele-Watch executive.
    • E.  "The Reseller shall promptly notify Tele-Watch of any complaints related to the implementation or operation of the Services, as well as of any possible new requirements or enhancements to the Services, of which it becomes aware, and vice versa.
    • F.  "The Reseller shall promptly notify Tele-Watch of relevant competitive intelligence or any changes in market conditions relative to the Services, of which it becomes aware
  • Compensation. Resellers shall be compensated according to Schedule "D" under the following conditions;
    • G.  Reseller Income becomes owed to the Reseller upon receipt of payments from Clients assigned or sold service to by the Reseller. Payments to Reseller are made on a monthly schedule. All payments will be made by Electronic Funds Transfer (EFT) and will be made within five (5) business days following the last day of the month. Payments are due only on client whom have made payments and are received by Tele-Watch.
    • H.  Reseller Income is the positive difference of the selling price and the wholesale price at time of sale. The minimum price services may be sold for are wholesale prices available to the Reseller at the time of sale. Orders submitted for pricing below wholesale will be declined.
    • I.  The Reseller is not eligible for Reseller Income on any Service that the Reseller is not authorized to sell as per Schedule "C". Any disputes regarding the Reseller’s authorization to sell a Service will be resolved by Tele-Watch.
    • J.  There a Client’s payment for services becomes non-negotiable and where the Reseller Income has already been paid to the Reseller, the Reseller shall refund to Tele-Watch all such Reseller Income within five (days) following the end of the month upon notification from Tele-Watch. At its discretion, Tele-Watch reserves its rights granted by Paragraph 7 herein.
  • No Exclusive Arrangement. Reseller acknowledges that Tele-Watch may enter into additional agreements to provide similar Services with Reseller’s competitors. Tele-Watch does not offer any exclusive arrangement herein to Reseller and retains the right to admit additional Resellers or offer the Services on its own behalf. However, Tele-Watch will ensure that each Reseller’s sales efforts are protected through enforcing Schedule "B" Conflict Guidelines.
  • Right to Offset. Tele-Watch reserves the right to offset any amounts owed by the Reseller to Tele-Watch from any payment due Reseller, including but not limited to Reseller Income.
  • Indemnification.
    • K.  Reseller agrees to indemnify, defend, and hold Tele-Watch, its Resellers, directors, officers, shareholders, employees, representatives, dealers, Resellers and assignees harmless against any claim of liability by a third party for negligent and/or wrongful acts performed by the Reseller, its Resellers, directors, officers, shareholders, employees, representatives, dealers, and Resellers. This Paragraph 8 shall survive the expiration or termination of this Agreement.
    • L.  Tele-Watch shall indemnify and hold harmless Reseller from Loss arising from (i) any action brought by any governmental agency, court or private person relating to Tele-Watch’s violation of any privacy legislation; and (ii) product liability actions brought against Reseller solely involving defective manufacture or design or execution of Services. This indemnity does not include, and Tele-Watch will not indemnify Reseller against a liability action arising from practices or representations by Reseller to any distributor, dealer, or Client or to the trade that are false, misleading, incomplete, fraudulent, untrue, contrary to Tele-Watch’s published sale policies or this Agreement.
  • Intellectual Property.
    • A.  Intellectual property covered under this Agreement includes, but is not limited to any patents, copyrights, trademarks and trade secrets, trade names, business names, logos, service marks, and brands related directly or indirectly to Tele-Watch Products and Services.
    • B.  The Reseller shall sell and market the Services under the trade names, business names, logos, service marks, brands and trademarks indicated by Tele-Watch. The Reseller agrees not to display, use, or infringe on any intellectual property rights of Tele-Watch or its affiliates, including but not limited to, their trade names, business names, logos, service marks, brands or trademarks. Reseller further agrees that it shall not permit the same to be displayed or used by third parties, other than in connection with the sale, distribution or promotion of the Services, and in accordance with this Agreement. Reseller further agrees that it shall not use any part of any Tele-Watch or its affiliates’ trade names, business names, logos, service marks, brands or trademarks as part of its own name, service marks, brands or trademarks, or in any other manner, without the prior written consent of Tele-Watch, said consent to be withheld at the sole discretion of Tele-Watch. The Reseller acknowledges that it acquires no rights to trade names, business names, logos, service marks, brands and trademarks goodwill, trademarks, copyrights or other forms of intellectual or commercial property of Tele-Watch or its affiliates, that all such property is proprietary to Tele-Watch or its affiliates, and that nothing in this Agreement constitutes the grant of a general license to use such property. Reseller agrees that any use of Tele-Watch intellectual property shall be strictly limited to a restricted license to use the intellectual property for Tele-Watch benefit.
    • C.  Reseller agrees to transfer all ownership rights in any intellectual property developed under this Agreement to Tele-Watch in consideration of $1.00 received this day. Upon termination of this Agreement, any and all rights or privileges of the Reseller to use Tele-Watch or its affiliates, trade names, service marks, brands or trademarks and to designate itself as an independent contractor of Tele-Watch shall expire, and the Reseller shall immediately discontinue the use of Tele-Watch or its affiliates’ business names, logos, service marks, brands and trademarks.
  • Use of Tele-Watch Materials.
    • A.  Both parties shall consult to determine the advertising and promotional activity which shall be engaged in by the Reseller in conjunction with the Reseller’s Services.
    • B.  Tele-Watch shall supply to Reseller sales and marketing materials on an as-needed basis and at Tele-Watch sole discretion.
    • C.  Reseller agrees to comply with all advertising guidelines established by Tele-Watch from time to time. All advertising and promotional material proposed by the Reseller shall be subject to written approval by Tele-Watch prior to use.
    • D.  Reseller shall not use any promotional material or advertising, other than Sales Literature, without Tele-Watch prior, written consent. However, once Tele-Watch approves the use of a particular promotional material or advertising, that promotional material or advertising shall become Sales Literature for the purposes of this Agreement.
    • E.  Reseller shall use only the most current versions of Sales Literature provided by Tele-Watch, and shall consult with Tele-Watch from time to time to ensure that all Sales Literature in use is current. All Sales Literature furnished by Tele-Watch is, and shall remain, the exclusive property of Tele-Watch. The Reseller shall use the Sales Literature only as provided herein, and exclusively for the benefit of selling Tele-Watch services.
  • Qualifications. Reseller agrees and represents that he, she or it currently possesses and will continue to maintain a basic competency in the areas of sales communications, business experience, and computer training. Reseller agrees that he, she or it possesses and will continue to maintain the necessary tools to perform the functions herein.
  • Disparagement. Reseller agrees that he, she or it will not make any disparaging remarks directly or indirectly relating to Tele-Watch to any third parties during the term of this Agreement. Likewise, he, she or it will act and dress in a respectful manner when performing all Services herein.
  • Termination.
    • A.  Without Cause. With a minimum of sixty (60) days notice, Tele-Watch may terminate this Agreement for any reason by the delivery of written notice of termination setting forth the effective date and the reasons therefore, if any.
    • B.  With Cause. In the event that the Reseller is in breach of any component of this Agreement or any one of the reasons set forth below which is not rectified to Tele-Watch satisfaction within ten (10) business days , Tele-Watch may terminate this Agreement "for cause" in which the termination shall be effective immediately. The reasons are:
      • "For cause" which shall be defined as any of the following, as determined in the reasonable opinion of Tele-Watch:
      • Reseller commits an act of fraud, embezzlement or misappropriation of funds or property of Tele-Watch or any of its clients;
      • Reseller habitually neglects the duties to be performed by him, her or it under this Agreement;
        • A.  Reseller engages in any conduct that is dishonest or damages the reputation of Tele-Watch;
        • B.  Reseller violates a Tele-Watch policy that stipulates termination;
        • C.  Any action by Reseller that could reasonably lead to criminal or civil conviction, sanction, or judgment under federal, state, or local workplace harassment or discrimination laws;
        • D.  Reseller’s abuse of or addiction to alcohol or controlled substances which interferes with the performance of Reseller’s duties to Tele-Watch;
        • E.  Reseller enters into liquidation proceedings (whether voluntary or compulsory), or becomes subject to or submits to any law for the relief of insolvent debtors, or if a trustee, receiver, manager, receiver and manager or person with similar status or powers is appointed in respect of any of its assets, or if a petition in bankruptcy is filed against the Reseller, or if the Reseller commits an act of bankruptcy or admits that it is insolvent, or if the Reseller makes a general assignment for the benefit of creditors or seeks relief under the provisions of any bankruptcy, insolvency or creditors’ arrangements law now or hereafter in force;
        • F.  Any change in the ownership or management of the Reseller without the prior, written consent of Tele-Watch, said consent not to be unreasonably withheld. (However, any shareholder of Reseller may transfer ownership of its shares to a holding company or trust, or issue non-voting shares in its capital for the purposes of tax restructuring without violating this subsection);
        • G.  Any assignment of this Agreement without the prior, written consent of Tele-Watch;
        • H.  Reseller’s breach of any of the terms and conditions of this Agreement, including those Schedules incorporated herein, following not less than five (5) business days notice, in writing, of Tele-Watch intent to terminate Reseller’s Agreement therefore and, then, only if Reseller continues to so refuse and except that Tele-Watch shall not be required to provide such notice more than once in cases of repeated acts or omissions; provided the termination shall not be for “cause” if the performance or services requested by Tele-Watch would be illegal or unethical and Reseller promptly notifies Tele-Watch, in writing, or his, her or its belief that the performance of the requested services would be illegal or unethical; or
        • I.  For causes not attributable to Tele-Watch or any event of force majeure as provided in Paragraph 37 hereof. In such cases and at Tele-Watch sole option, the Reseller may be given an opportunity to cure and if such breach is not remedied within thirty (30) calendar days of notification by Tele-Watch to the Reseller, then the Agreement is terminated immediately without any further notification.
        • J.  Reseller fails to renew it’s annual reseller membership and/or fails to fulfill payment requirement of its reseller membership.
    • C.  Obligations of Reseller. Upon the termination or expiration of this Agreement, the Reseller shall immediately cease to identify itself as an Authorized Tele-Watch Reseller of Tele-Watch Services. The Reseller shall take immediate steps to assign to Tele-Watch or its nominee, or discontinue, as Tele-Watch elects, all telephone numbers listed in any telephone directory listing which identifies the Reseller as an Authorized Tele-Watch Reseller for Tele-Watch Services.
    • D.  Upon termination or expiration of this Agreement, the parties shall each abide by and uphold any and all rights or obligations accrued or existing as of the date of termination or expiration, including the payment by Tele-Watch of Reseller Income earned by the Reseller prior to the date of termination or expiration.
  • Compensation after Termination.
    • K.  With Cause. Upon termination “with cause” as noted in Section 13 (B), Tele-Watch will cease to compensate the Reseller immediately and will have no further obligation to compensate the Reseller for any Client monies received.
    • L.  Without Cause. Upon termination, Tele-Watch will continue to compensate the Reseller for a period of 12 months on all agreements in place at time of termination with the Reseller. Upon expiration of any Client agreements initiated by the Reseller, Tele-Watch will have no further obligation to compensate the Reseller for any Client monies received.
  • Expenses. Without Tele-Watch prior, written consent and notwithstanding anything to the contrary contained in this Agreement, all travel, lodging, vehicle, office, food, training, certification, and any and all other expenses shall be covered by Reseller. Tele-Watch reserves the right to request, without limitation, any supporting documentation regarding any request for reimbursement.
  • Publicity. Tele-Watch may include Reseller’s biographical information related to relevant experience and credentials in Tele-Watch materials and announcements made publicly. The materials and announcements may include, but are not limited to, Tele-Watch business plan, promotional materials, and materials provided to state and federal regulatory bodies.
  • Restrictive Covenants.
    • A.  Definitions. The terms set forth below have the following meanings (such meanings to be both the singular and plural forms, except where otherwise expressly indicated):
      • "Affiliate" means any person that directly or indirectly controls, is controlled by, and/or is under common control with Tele-Watch.
      • "Person" means any individual, sole proprietorship, Reseller, joint venture, limited liability company, trust, unincorporated organization, corporation, institution, public benefit corporation, entity, or government instrumentality, division, agency, body, or department.
      • "Termination Date" means the date of the receipt of the Notice of Termination by Reseller or by Tele-Watch.
      • "Territory" means North America.
    • B.  Covenants Against Competition. Tele-Watch and Reseller acknowledge that (1) Tele-Watch business is conducted throughout the world; (2) the covenants contained in this Paragraph 17 are essential elements of this Agreement and that, but for such covenants, Tele-Watch would not have entered into this Agreement; (3) Reseller’s work pursuant to this Agreement has given and will give Reseller access to trade secrets of and confidential information concerning Tele-Watch; (4) the agreements and covenants contained in this Agreement are essential to protect the business and goodwill of Tele-Watch; and (5) Reseller has a means to support Reseller and Reseller’s dependents other than by engaging in Tele-Watch business and the provisions of this Agreement will not impair such ability. Reseller also acknowledges and agrees that the restrictions imposed on Reseller by this Paragraph 17, and the purposes for such restrictions, are reasonable and are designed to protect the goodwill, trade secrets, confidential and proprietary business information, and the continued success of Tele-Watch and are reasonably necessary to protect the Tele-Watch relationships with its employees, customers, suppliers, and licensors without unduly restricting Reseller. Accordingly, Reseller covenants and agrees as follows:
      • Confidential Information, Personal Relationships. Reseller acknowledges that Tele-Watch has a legitimate and continuing proprietary interest in the protection of confidential information of it and its Affiliates and that, prior to the date hereof, Tele-Watch has invested substantial sums, and Tele-Watch will continue to invest substantial sums, to develop, maintain, and protect confidential information. Reseller agrees that, during and after the Term of this Agreement, Reseller shall, and shall cause its Affiliates to, keep secret and retain in strictest confidence, and shall not use or disclose to any Person for Reseller’s benefit or the benefit of others, any proprietary, confidential, or secret knowledge, data, or matters, whether transmitted in writing, orally, visually, or otherwise, used in, associated with, or related to Tele-Watch, its Affiliates, the current or anticipated business of Tele-Watch or its Affiliates, the research, development, design, and marketing activities of Tele-Watch or its Affiliates, and those of any party granting rights to Tele-Watch or that has been identified to Reseller, either orally or in writing, together with analyses or documents that contain or otherwise reflect such matters, including know-how, technology, financial information, trade secrets, customer lists, names or identities, details of vendor, licensor, client or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition plans, new personnel acquisition plans, methods of manufacture, drawings, specifications, personnel data, processes, formulas, designs and design projects, computer programs, inventions and research projects of Tele-Watch, its Affiliates, or any other entity that may hereafter become an Affiliate thereof, unless otherwise in the public domain other than as a result of disclosure by Reseller or Reseller’s Affiliates. Without limiting the foregoing, Reseller acknowledges and agrees that the Confidential Information consists of trade secrets and confidential and proprietary business information of Tele-Watch and is subject to the protection of any applicable trade secrets act. Confidential Information also includes Clients’ personal information as defined in the federal Personal Information Protection and Electronic Documents Act, as amended. Personal information of Tele-Watch Clients is protected under Tele-Watch Privacy Policy, as amended from time to time by Tele-Watch. The Reseller agrees to abide by both the Personal Information Protection and Electronic Documents Act, as amended, and Tele-Watch Privacy Policy, which is available at www.tele-watch.com/privacy-policy/, which may be amended from time to time in Tele-Watch sole discretion and without further notice to the Reseller. The Reseller’s obligations pursuant to this Paragraph 17(B)(i) shall continue, notwithstanding the termination of this Agreement.
      • Property of Tele-Watch. All memoranda, notes, lists, records, engineering drawings, technical specifications, and related documents and other documents or papers (and all copies thereof) relating to Tele-Watch, Tele-Watch business, any of Tele-Watch Affiliates, any entity that might thereafter become an Affiliate thereof or the business of such Affiliates, including such items stored in computer memories, microfiche, or by any other means, made or compiled by or on behalf of Reseller during the course of Reseller’s Agreement with Tele-Watch, or made available to Reseller during the course of Reseller’s agreement with Tele-Watch after the date hereof relating to Tele-Watch, its Affiliates, or its successors or assigns or any entity that may hereafter become an Affiliate thereof, shall be the property of Tele-Watch, and shall be delivered to Tele-Watch promptly upon the termination of Reseller’s Agreement with Tele-Watch or at any other time upon request by Tele-Watch.
      • Employees of Tele-Watch and its Affiliates. During the Term of this Agreement and for a period of one-year following Termination of this Agreement, Reseller shall not, directly or indirectly, hire or solicit, or cause others to hire or solicit, for employment or consulting services by any Person other than Tele-Watch or any Affiliate or successor thereof, any employee of Tele-Watch, its Affiliates, or their respective successors or assigns, or any person who was an employee of any of such parties at any time within the one-year period immediately prior to the date on which such hiring would take place, or encourage any such employee to leave such employee’s employment.
    • C.  Rights and Remedies upon Breach. If Reseller fails to perform his, her or its obligations under this Agreement, or threatens to commit a breach of any of the provisions contained in these Restrictive Covenants, Tele-Watch shall have the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to Tele-Watch under law or in equity:
      • Arbitration. To bring the matter to arbitration pursuant to Paragraph 39.
      • Specific Performance. The right and remedy to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to Tele-Watch and that money damages would not provide an adequate remedy to Tele-Watch.
      • Accounting. The right and remedy to require Reseller to account for and pay over to Tele-Watch all compensation, profits, moneys, accruals, increments, or other benefits derived or received by Reseller as the result of any action constituting a breach of the Restrictive Covenants.
      • Tolling. If Reseller engages in any business in violation of the covenants set forth in this Agreement, the running of the periods of limitation referred to in this Paragraph 17 shall be tolled until such violation shall cease and shall begin to run again only when Reseller is in compliance with the provisions of such covenant, whether voluntarily or pursuant to an order of a court.
    • D.  Severability of Covenants. Reseller acknowledges and agrees that the Restrictive Covenants are reasonable and valid in duration and geographical scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect without regard to the invalid portions.
    • E.  Blue-Pencilling. If any court determines that any of the Restrictive Covenants, or any part thereof, is unenforceable because of the duration or geographical or other scope of such provision, such court shall have the power to reduce the duration or scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.
    • F.  Enforceability in Jurisdictions. Tele-Watch and Reseller intend to and hereby confer jurisdiction to enforce the Restrictive Covenants on the courts of Ontario and any other jurisdiction within the geographical scope of such Restrictive Covenants when any breach or threatened breach of any of the Restrictive Covenants has occurred. If the courts of any one or more of such jurisdictions hold the Restrictive Covenants unenforceable by reason of the breadth of such scope or otherwise, it is the intention of Tele-Watch and Reseller that such determination not bar or in any way affect the right of Tele-Watch to the relief provided above in the courts of any other jurisdiction within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdictions, such Restrictive Covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants.
  • Approval of Transactions. Tele-Watch may, in its own discretion, deny approval of Sales Transactions originated by Reseller. Such reasons for denial may include, but are not limited to, poor credit of purchaser, limitations on Tele-Watch ability to provide Services, or reputation of the potential client.
  • Disclaimer of Reseller or Agency. Tele-Watch and Reseller agree no Reseller or agency authority shall be created by this Agreement.
  • Communication with Customers. Tele-Watch reserves the right to communicate with prospective and existing customers, without prior notification to Reseller, in order to determine whether Reseller’s actions are consistent with the high standards necessary to preserve the reputation and good will associated with Tele-Watch. Additionally, Reseller agrees to respond to all customer inquiries in a timely manner.
  • Procurement of Business Licenses. Reseller shall obtain and cover the costs of any and/or all business licenses, registrations, permits and certifications required for them to lawfully sell Tele-Watch Services. Documentation evidencing such compliance shall be made available to Tele-Watch upon request.
  • Sales Procedure. Reseller acknowledges that Tele-Watch may formulate and modify from time to time certain sales procedures that enumerate the process by which Sales Transactions shall be completed. Reseller agrees that all reasonable procedures shall be followed.
  • Marketing.
    • A.  Tele-Watch reserves the right to conduct its own marketing throughout the world.
    • B.  Notwithstanding the foregoing, Reseller may do marketing campaigns, at their own cost and discretion; to the extent such marketing is consistent with the enhancement and preservation of Tele-Watch standards for its trademark, intellectual property, reputation, and goodwill. Tele-Watch shall approve all marketing efforts prior to their commencement, with such approval not being unreasonably withheld.
    • C.  Tele-Watch shall cooperate with the Reseller to promote the sale of the Services and to provide marketing, sales, Client and technical support consistent with the provisions of this Agreement. Tele-Watch shall provide additional training, programming, technical and sales assistance to assist the Reseller in the promotion of the Services.
    • D.  Tele-Watch shall furnish the Reseller with appropriate Sales Literature as may be necessary, proper or convenient, at Tele-Watch sole discretion, to enable the Reseller to perform its duties under this Agreement. Tele-Watch shall provide such other documentation, at its discretion, together with revisions and updates as available, in connection with the Services, including documentation related to any enhancements available or applicable to the Services.
  • Confidentiality. Reseller acknowledges that Reseller will have access to proprietary confidential information and records or trade secrets of Tele-Watch (collectively, the “confidential information”) during the term of this Agreement. Unless authorized in writing by Tele-Watch, Reseller agrees not to disclose, directly or indirectly, Confidential Information other than to persons with a legitimate business reason to know. Confidential Information shall not include (a) information published or disseminated by Tele-Watch without restrictions to persons other than to Reseller; and/or (b) information identified in writing by Tele-Watch as not being Confidential Information.
    • A.  The Reseller agrees to abide by both the Personal Information Protection and Electronic Documents Act, as amended, and Tele-Watch Privacy Policy, which is available at www.tele-watch.com/privacy-policy/, which may be amended from time to time in Tele-Watch sole discretion and without further notice of amendments to the Reseller.
    • B.  The Reseller’s obligations pursuant to this Paragraph 24 shall continue, notwithstanding the expiration or termination of this Agreement.
  • Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and if sent by registered or certified mail, transmitted by facsimile, transmitted by electronic mail, or delivered personally in the case of Tele-Watch, to :

    Tele-Watch
    Northview Commerce Court
    4-1434 Chemong Rd,
    Peterborough, ON, K9J 2R9
    Attn: Director, Tele-Watch Reseller Program

    Facsimile: (705) 760-9568
    Electronic Mail: legal@gillsolutions.com

    Any notice so given shall be deemed to have been received on the date on which it was delivered in person or by electronic mail, or if transmitted by facsimile, on the date it was transmitted (or, if transmission is after 5 p.m. in the receiving party’s time zone, the next business day), or if sent by registered mail, on the fifth (5th) business day thereafter. Either party may change its address for purposes of receipt of any such communication by giving ten (10) days' prior written notice of such change to the other party in the manner prescribed above.
  • Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario, Canada.
  • Successors and Assigns. This Agreement shall inures to the benefit of and be binding upon the parties hereto, their successors, heirs, and personal representatives. This Agreement shall not be assignable by the Reseller without the prior, written consent of a Tele-Watch regional vice president or his/her designee, which consent may not be unreasonably withheld.
  • Terms. Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the person or entity may in the context require.
  • Counterparts. This Agreement may be executed contemporaneously in two or more counterparts, each of which shall be deemed an original and all of which, when taken together, constitute one and the same document. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.
  • Specific Performance. The parties recognize that irreparable injury will result from a breach of any provision of this Agreement and that money damages will be inadequate to fully remedy the injury. Accordingly, in the event of a breach or threatened breach of one or more of the provisions of this Agreement, any party who may be injured (in addition to any other remedies which may be available to that party) shall be entitled to one or more preliminary or permanent orders (i) restraining and enjoining any act which would constitute a breach or (ii) compelling the performance of any obligation which, if not performed, would constitute a breach.
  • Non-waiver. No delay, waiver, omission or forbearance on the part of Tele-Watch to exercise any option, duty or power arising out of any breach or default by Reseller, or any other Reseller, of any of the terms, provisions, or covenants contained herein, or to enforce any such right, option or power against Reseller, or as to subsequent breach or default by Reseller, shall constitute a waiver by Tele-Watch thereof.
  • Compliance with Laws.
    • A.  Both parties shall comply with all federal, state and local laws, statutes, rules, regulations and ordinances in any way related to this Agreement or the performance herein.
    • B.  Reseller agrees to conduct its Services in a professional, ethical, lawful and businesslike manner, in compliance with and in adherence to, all applicable laws, regulations, regulatory decisions, orders or pronouncements, consistent with the highest standards of fair trade, fair competition and business ethics, and in accordance with Tele-Watch Code of Ethics (attached and incorporated herein as Schedule A), Tele-Watch sales, installation and operational policies and procedures (including the Reseller Conflict Guidelines attached and incorporated herein as Schedule B), and Tele-Watch Client Privacy Policy (available at www.tele-watch.com/privacy-policy/). Tele-Watch reserves the right to amend the foregoing documents at any time and without further notice to Reseller.
  • Severability. If any provision of this Agreement is declared invalid, illegal or incapable of being enforced by any court of competent jurisdiction for any reason whatsoever, all of the remaining provisions of this Agreement shall nevertheless continue in full force and effect and no provision shall be deemed dependent upon any other provision unless otherwise provided herein. The arguably invalid or unenforceable provision shall be interpreted, if possible, so as to render it enforceable on a limited or reasonable basis.
  • Headings. The headings and captions throughout this Agreement are for convenience and reference only, and the words contained in such captions shall be in no way held or deemed to define, limit, describe, explain, modify, amplify or add to the interpretation, construction or meaning of any provision of this Agreement.
  • Attorneys’ Fees. Tele-Watch shall be entitled to reasonable attorneys’ fees, costs, and expenses incurred as a result of the Reseller’s breach herein.
  • No Franchise. Nothing in this Agreement should be construed as offering the Reseller a franchise and/or any franchise rights.
  • Force Majeure. Neither party will be responsible for any failure or delay in the performance of all or any part of this Agreement caused by acts of God and nature, intervention of government, war or threat of war, acts of terrorism, conditions similar to war, sanctions, blockades, embargoes, strikes, lockouts or other causes or circumstances which cannot reasonably be prevented by the party whose performance is delayed. However, the party so affected shall use commercially reasonable efforts to promptly give written notice to the other party whenever such contingency or other act becomes reasonably foreseeable, and shall use commercially reasonable efforts to overcome the effects of the contingency as promptly as possible, and shall promptly give written notice to the other party of the cessation of such contingency. Neither party shall be required to resolve a strike, lockout or other labor problem in a manner which it alone does not, in the party’s sole discretion, deem reasonably proper and advisable. This Paragraph shall not apply to the obligation to make payment of Reseller Income for Services rendered.
  • Integration. This Agreement constitutes the entire, full and complete Agreement between the parties hereto concerning the subject matter hereof, and supersedes all prior agreements between the parties. No amendment, change or variance from this Agreement shall be binding on the parties hereto unless mutually agreed to by the parties, and executed by themselves or their authorized officers or Resellers in writing.
  • Arbitration. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be settled by arbitration. The number of arbitrators shall be one (1) if all parties to the dispute agree on the arbitrator. If there is a disagreement on selection of a sole arbitrator, the number of arbitrators then shall be three (3), with the arbitrators to be appointed in accordance with the Rules from a panel of arbitrators in Toronto, Ontario. The place of arbitration shall be Toronto, Ontario or such other place as the parties to the dispute shall agree in writing. The arbitration proceedings shall be conducted in the English language, and the arbitral award shall be rendered in writing in the English language and shall state the reasons for the award. Judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof, and shall be binding on the parties hereto. The costs of arbitration, including reasonable legal fees and costs, shall be borne by either or both of the parties in whatever proportion as the arbitrator or arbitrators may award.
  • Miscellaneous.
    • A.  Except as stated herein, neither party shall be liable for special, indirect or consequential damages of any kind suffered by the other party including, without limitation, lost profits or anticipated sales commitments incurred in connection with this Agreement, even if such damages were foreseeable or resulted from a fundamental breach of this Agreement.
    • B.  Time shall be of the essence of this Agreement.
    • C.  The parties hereto confirm that they wish this Agreement to be written in English only.


SCHEDULE A

Tele-Watch Code of Ethics for Authorized Resellers

  • All Tele-Watch’ Reseller sales staff, management and staff must clearly identify themselves as Authorized Resellers for Tele-Watch. The Clients must, at all times, be aware that they are dealing with an Independent Consultant Authorized Reseller for Tele-Watch and not Tele-Watch directly.
  • All of the Reseller’s written information, literature, documents, etc. must reinforce item 1.
  • Outside sales representatives of the Reseller should dress and be groomed appropriately (i.e., business attire, clean, neat appearance) when visiting Client or potential Client's premises.
  • Tele-Watch Reseller Conflict Guidelines must be followed (refer to Schedule "B").
  • Except for materials provided to the Reseller by Tele-Watch, any and all literature used by the Reseller must be pre-approved in writing by Tele-Watch.
  • Any Client-initiated request to speak to "Tele-Watch" directly must be forwarded immediately to Tele-Watch.
  • All of the Reseller’s staff should conduct themselves in a professional manner at all times, whether dealing with Clients or with Tele-Watch.
  • Reseller shall not engage in any conduct that is dishonest or damages the reputation of Tele-Watch;
  • Reseller shall ensure that none of its shareholders or directors permit the abuse of alcohol or controlled substances in a way that materially interferes with the performance of Reseller’s duties to Tele-Watch; and
  • Reseller shall continually carry on business (save for vacations and leaves of absence for individual employees, shareholders and directors, and occasional office closures for holidays), and shall not cease to do so without providing notice to Tele-Watch.


SCHEDULE B

Conflict Guidelines


Purpose:

  • Eliminate confusion in the marketplace and protect the Tele-Watch name;
  • Eliminate duplication of efforts and ensure that Tele-Watch has the most efficient coverage as possible;
  • Reallocate management efforts spent solving conflicts to increasing sales efforts; and
  • Establish a fair set of rules to eliminate frustration and ill feelings between Tele-Watch Authorized Resellers.

Rules:

  • It is the responsibility of the Reseller to establish at first contact that the Client is not already dealing with Tele-Watch either directly or through another Reseller. For example, the opening question should be, "Who are your existing providers for communication management software?
  • In a case where the prospect has been dealing with Tele-Watch or a Tele-Watch Reseller, within 30 days, and/or the Client is anticipating further contact or follow-up, or the Client is already a Tele-Watch Client, the rule is as follows: FIRST IN STAYS IN, LAST IN BACKS OUT.
  • In the event of any conflict, Tele-Watch, in its sole discretion, shall use information available to it, including without limitation reports generated through its authorized Resellers funnel management booking and forecasting tool, to determine the timing of first contact with a Client. Should a dispute arise between such entities and/or individuals, Tele-Watch, in its own discretion shall determine to what extent, if any, the compensation enumerated herein should be distributed among other parties.
  • Any breach of the rules will not be tolerated.
  • The above rules apply to all conflicts, i.e., Reseller vs. Reseller and Reseller vs. Tele-Watch direct sales staff.


SCHEDULE C

Reseller Products and Services Authorized to Re-Sell

  • Access to and use of Tele-Watch’s proprietary reporting and management software.


SCHEDULE D

Reseller Compensation


All payments made to the Reseller are based on amounts collected from each client and are paid as per the Reseller agreement. Payments equal the difference between the sold price collected and the wholesale price.


Package Mobile Units Monthly Wholesale
Basic 50 99 60
Plus 150 199 120
Premium 500 299 180
Max Unlimited 499 300


Auditing Services Add-On One Time Quarterly Audit Monthly Audit
Retail Mobile $35.00 $12.00 $5.00
Wholesale Mobile $20.00 $7.00 $3.00
Retail Telecom/Data $199.00 $99.00 $49.00
Wholesale - Telecom/Data $120.00 $60.00 $30.00

* Fee Frequency equals Audit Frequency
* * Charge is per unit/location

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