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This Vendor's Agreement (the "Agreement") is executed by and between You; (herein "Vendor"); and MAXICOM CAPITAL PARTNERS, LLC, (herein referred to as "Maxicom" or "Company"). The aforementioned parties are referred to individually as a "Party" and elsewhere herein collectively as the "Parties".
W I T N E S S E T H
WHEREAS, Maxicom is a limited liability company formed under the laws of the State of New York for the purpose of establishing and operating the Platform (as hereinafter defined);
WHEREAS, the Parties are mutually desirous of transacting various business activities in cooperation with one another for their mutual commercial benefit; specifically, Vendor desires to sell its products and/or services (collectively, the "Products") to Introduced Parties (as hereinafter defined) via the Platform; and
NOW THEREFORE, in consideration for the mutual promises, and covenants set forth herein, which the Parties hereto mutually agree, and acknowledge hereby, is good and sufficient consideration, the Parties hereto mutually agree as follows:
1.1 Maxicom operates a business-to-business, referral-based network marketing platform (the "Platform"), which consists of the basic technology of Maxicom's website, all intellectual property associated therewith, all financial and accounting mechanisms therein and any associated software that may be used as the point of interaction or communication among Maxicom, vendors, finders, Introduced Parties (as hereinafter defined) and any other entity.
1.2. For the purposes of this Agreement, a "Maxicom Identification Number" or "MID#" is a unique identification number assigned by Maxicom to Introduced Parties, finders and vendors for the purpose of maintaining an organized and systematic control mechanism for commercial introductions via the Platform.
1.3. During the Term (as hereinafter defined), and subject to the terms and conditions of this Agreement, Maxicom hereby grants Vendor a non-exclusive, perpetual, royalty-free, nontransferable and nonassignable license to use the Platform solely in connection with Vendor's performance of the Obligations (as hereinafter defined) hereunder. Vendor agrees and acknowledges that, as between Vendor and Maxicom, Maxicom owns all right, title and interest in and to the Platform.
1.4 THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE". MAXICOM DOES NOT MAKE ANY REPRESENTATIONS OR GRANT ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND MAXICOM SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, ACCURACY OR COMPLETENESS OF ANY PRODUCT OR SERVICE DESCRIPTIONS ON THE PLATFORM, QUALITY OR WORKMANSHIP OF THE PRODUCTS OF VENDORS UTILIZING THE PLATFORM, THE FINANCIAL STRENGTH OR RELIABILITY OF ANY INTRODUCED PARTY, OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
2.1. During the Term, Vendor agrees to: enlist and remain in the Platform as a vendor of Products under the appropriate categories; offer for sale to Introduced Parties such Products in accordance with the policies and procedures of Maxicom; and such other services as are agreed in writing by the Parties from time to time (collectively, the "Obligations"). Vendor shall make contact with each Introduced Party interested in Vendor's Products within twenty-four (24) hours of introduction via the Platform. Notwithstanding anything to the contrary contained herein, Vendor shall have the right to deny or terminate an engagement with any Introduced Party at any time, for any reason or no reason (each, a "Terminated Engagement").
2.2 Maxicom, via its Platform, will introduce the Vendor to prospective clients (hereinafter, as more fully defined below, "Introduced Parties"), each of whom Maxicom deems to be (i) a viable party for commerce transactions with the Vendor, and (ii) an "accredited business", as defined by the Better Business Bureau in its Code of Business Practices, in an effort to facilitate Transactions (as hereinafter defined) between Vendor and Introduced Party. Notwithstanding the foregoing, nothing herein shall be construed to require Maxicom to provide any services to or on behalf of Vendor or any Introduced Parties other than availing each such party of the right to utilize the Platform.
2.3. For the purposes of this Agreement, an "Introduced Party" is a person or entity that (i) has been issued a Maxicom Identification Number by Maxicom, (ii) has been introduced to Vendor by Maxicom via the Platform or any other means, and (iii) does not have a prior existing business relationship with Vendor, which relationship shall be evidenced in writing. The term "Introduced Party" shall not be construed to include any individual or entity with whom the Vendor has declared, provided written evidence of, a prior existing relationship.
2.4. Vendor agrees not to circumvent, avoid or bypass Maxicom in order to, among other things, avoid payment of proceeds, fees or commissions in connection with or related to contact with Introduced Parties or any Transaction; or to otherwise benefit, either financially or otherwise, from any information supplied to it in connection with or related to contact with Introduced Parties or any Transaction.
2.5. Vendor agrees not to contact any of the Introduced Parties listed on the Platform, unless otherwise instructed to do so, or introduced, by Maxicom.
Compensation of Maxicom
3.1. For the purposes of this Agreement, "Vendor's Gross Revenue," shall mean the total revenue received by Vendor from any Transaction that takes place between Vendor and each Introduced Party. "Transaction" shall mean any commercial transaction consummated by Vendor and an Introduced Party during the Term or after the termination of this Agreement.
3.2. If a Transaction occurs between the Vendor and an Introduced Party, Maxicom shall be paid a commission (the "Commission") by the Vendor in an amount equal to the previously negotiated lead-fee and/or percentage from each Transaction. For the avoidance of doubt, Commission shall be owed by Vendor to Maxicom with respect to each and every Transaction between Vendor and Introduced Party, irrespective of whether this Agreement is terminated.
3.3. Maxicom's Commission shall be payable within thirty (30) days from the date that Vendor has collected Vendor's Gross Revenue in full from an Introduced Party in connection with each Transaction. No Commission shall be payable if any sale, or other related Transaction, is not consummated in its entirety. For the avoidance of doubt, no Commission shall be payable in connection with a Terminated Engagement unless Vendor receives Vendor's Gross Revenue in connection such Terminated Engagement. This Article 3 shall survive the expiration or termination of this Agreement.
4.1. This Agreement shall be effective for a period of ONE (1) year from the date of execution hereof and shall include all Transactions consummated between Vendor and Introduced Party (the "Initial Term"). This Agreement shall automatically renew for successive one (1) year periods (each, a "Renewal Term", and together with the Initial Term, the "Term") unless one party notifies the other in writing party of its intent not to renew within sixty (60) days prior to end of the initial term or any Renewal Term, or in accordance with Section 4.2 below. Regardless of whether this Agreement is terminated, Commissions shall remain due for as long as Transactions are being consummated between Vendor and any Introduced Party, subject to Section 3.3 above.
4.2. Maxicom reserves the right to terminate this agreement, immediately, without prior written notice, at any time given reasonable grounds for termination, including but not limited to:
Vendor's actual or constructive breach of this Agreement.
Vendor gives oral or written notice of its intent to breach this Agreement.
Maxicom deems Vendor to (i) not be a viable party for commerce transaction with certain Introduced Parties and/or (ii) be unwilling to engage in commerce transactions with Introduced Parties.
Vendor's conviction of, guilty plea to, or confession of guilt of, a felony.
Vendor's gross negligence or willful misconduct in its performance of the Obligations hereunder.
Any other reason Maxicom deems Vendor is no longer a viable fit for Maxicom's business purpose.
Right to Audit
5.1. Vendor shall establish and maintain a reasonable accounting system that enables Maxicom to readily identify Vendor's assets, expenses, costs of goods, and use of funds. Maxicom and its authorized affiliates, directors, officers, employees, advisors, attorneys, agents, controlling persons, financing sources or other representatives (hereinafter, "Representatives") shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this Agreement kept by or under the control of the Vendor, its employees, agents, assigns, successors, and subcontractors (collectively, the "Vendor Records"). Such Vendor Records shall include, but shall not be limited to, accounting records; written policies and procedures; ledgers; cancelled checks; deposit slips; bank statements; journals; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; correspondence, and any other documents reasonably necessary for Maxicom to determine whether a Transaction has taken place and the details of such Transaction.
5.2. Vendor shall, at all times during the Term and for a period of seven (7) years after the consummation of each Transaction, maintain the Vendor Records, together with such supporting or underlying documents and materials, and Maxicom shall have the right to examine and/or copy such Vendor Records, in accordance with the terms of this Article 5, in order to verify Vendor's fulfillment of, and compliance with, its obligations under this Agreement. Vendor shall, upon three (3) days written notice from Maxicom to Vendor, whether during or after the Term of this Agreement, and at Vendor's own expense, make such Vendor Records available to Maxicom and/or its representatives for inspection and audit (including copies and extracts of records as required). Such Vendor Records shall be made available to Maxicom during normal business hours at the Vendor's office or place of business. In the event that no such location is available, then the Vendor Records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for Maxicom.
5.3. Vendor shall ensure Maxicom has the audit rights set forth in this Article 5 with Vendor's employees, agents, assigns, successors, and subcontractors, and these audit rights shall be explicitly included in any subcontracts or agreements between the Vendor and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the Vendor's obligations to Maxicom under this Agreement.
5.4. Costs of any audits conducted under this Article 5 shall be borne by Maxicom, except as otherwise set forth in this Section 5.4. If the audit identifies underpayment (of any nature) by Vendor to Maxicom in excess of one‐half of one percent (.5%) of the actual Commission owed, Vendor shall reimburse Maxicom for all costs and fees (including, but not limited to, accountants' fees and attorneys' fees as billed) incurred by Maxicom in connection with the audit. If the audit reveals substantive findings related to fraud, misrepresentation, or non‐performance, Vendor shall, in addition to any other remedies available at law or in equity, reimburse Maxicom for all costs and fees (including, but not limited to, accountants' fees and attorneys' fees as billed) incurred by Maxicom in connection with the audit and any actions or proceedings related to such fraud, misrepresentation and/or nonperformance. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Vendor Records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of Maxicom's findings to Vendor. Maxicom's right to audit pursuant to this Article 5 shall survive the expiration or termination of this Agreement.
Vendor is not an employee of Maxicom, and nothing in this Agreement shall be interpreted or construed to create any employment, partnership, joint venture, or other relationship between Vendor and Maxicom. Vendor will not hold itself out as having, and will not state to any person that Vendor has, any relationship with Maxicom other than as a vendor. Vendor shall have no right or power to find or create any liability or obligation for or in the name of Maxicom or to sign any documents on behalf of Maxicom.
Representations and Warranties of Vendor
Vendor represents and warrants to Maxicom as follows: (i) Vendor's execution, delivery and performance of this Agreement does not and will not conflict with, breach, violate or cause a default under any judgment, order, law, decree or agreement to which Vendor is subject or to which Vendor is a party; (ii) upon the execution and delivery of this Agreement by the Company and Vendor, this Agreement will be a valid and binding obligation of Vendor; and (iii) Vendor has all necessary rights, licenses and permits required to perform the Obligations hereunder.
Covenants of Vendor
Vendor hereby covenants and agrees that (i) the Obligations shall be performed in a professional, high quality and workmanlike manner; (ii) Vendor shall provide accurate and complete descriptions of its Products on the Platform; (iii) Vendor will comply at all times with all applicable Maxicom policies and procedures; (iv) Vendor will not use Maxicom's name, logo and/or trademark in any promotional materials or other communications with third parties without the prior written consent of Maxicom; (v) Vendor shall not use any information, including without limitation any information concerning Introduced Parties, for any other purpose other than in connection with the Obligations; and (vi) Vendor shall obtain and maintain all necessary rights, licenses and permits required to perform the Obligations hereunder.
Unless expressly stated in this Agreement, Vendor shall not use any information, including without limitation, any data that could potentially identify a specific individual directly or indirectly, or any information that can be used to distinguish one person from another and can be used for de-anonymizing anonymous data ("Personal Information"). Vendor further represents and warrants to ensure best efforts and shall promptly incorporate reasonable steps to protect all Personal Information and comply with requirements mandated under applicable data privacy laws and regulations.
10.1. The Parties agree that this Agreement and all provisions hereof shall be binding upon and inure to the benefit of the Parties herein, their respective principals, shareholders, legal representatives, successors, assigns and Representatives.
10.2. Vendor may not assign, delegate or transfer this Agreement nor any rights, interest or obligations created hereunder, except with the express written consent of Maxicom.
Neither Vendor's nor Maxicom's failure to insist at any time upon strict compliance with this Agreement or any of its terms nor any continued course of such conduct on their part shall constitute or be considered a waiver by Vendor or Maxicom of any of their respective rights or privileges under this Agreement. To be effective, waivers must be made in writing and signed by the waiving party. To be effective, waivers must be made in writing and signed by the waiving party.
Legality of Transaction
Vendor agrees to conduct the Transactions in conformity with all applicable state and federal securities laws, rules and regulations and be ultimately responsible for the compliance thereof.
13.1. "Confidential Information" shall mean all information, delivered by or on behalf of Maxicom and/or its Representatives to Vendor and/or its Representatives, whether furnished before or after the date of this Agreement and regardless of the manner or format in which it is furnished, that is not generally known or available to the public and that is used, developed or obtained by the Company or any of its affiliates in connection with their respective businesses, including, but not limited to, correspondence, price lists, compilations, charts, business plans, prospectuses, financial data, financial projections, marketing and business methods, inventions, know-how, research, analyses and reports, computer software and databases, the Platform, contracts, client lists, and documents or records prepared by the Vendor and/or its Representatives to the extent such materials contain, otherwise reflect, or are generated from such Confidential Information. Confidential Information further includes, but is not limited to, all information or material which: (1) gives Maxicom some competitive business advantage, or the opportunity of obtaining that advantage, or the disclosure of which could be detrimental to the interests of Maxicom; (2) is owned by Maxicom or in which Maxicom has an interest; and (3) is either marked "Confidential" or "Proprietary." Confidential Information shall furthermore include, but is not limited to, the following types of information and other information of a similar nature (whether or not reduced to writing): all information related to any and all business relationships, other vendors and/or Introduced Parties, including without limitation, all individual names, contact information and personal information, along with any and financial information, and any other financial references of any and all Introduced Parties. Confidential Information also includes any information described above which Maxicom obtains from another party and which Maxicom treats as proprietary and designates as Confidential, whether or not owned or developed by Maxicom. The term "Confidential Information" does not include information which (i) is or becomes generally available to the public other than as a result of the breach of the terms of this Agreement by the Vendor and/or any of its Representatives, (ii) is or has been independently acquired or developed by the Vendor and/or any of its Representatives without violating any of the terms of this Agreement, (iii) was within the Vendor's and/or any of its Representatives' possession prior to it being furnished to the Vendor and/or any of its Representatives by or on behalf of Maxicom pursuant to the terms hereof, as evidenced by contemporaneous written record, or (iv) is received from a source other than Maxicom and/or any of its Representatives; provided that, in the case of (iii) and (iv) above, the source of such information was not known by the Vendor to be bound by a confidentiality obligation to Maxicom or any other party with respect to such information.
13.2. Vendor agrees that Confidential Information will be used by the Vendor solely for the purpose of performing the Obligations hereunder. Confidential Information will be kept strictly confidential by Vendor. Vendor expressly agrees that no Confidential Information received will be released to any person or business without the express written permission of Maxicom.
13.3. Vendor will use its best efforts to prevent inadvertent or unauthorized disclosure, publication or dissemination of any Confidential Information. Vendor agrees it will not use or disclose, or authorize others to use or disclose, at any time, the Confidential Information. Vendor shall be responsible for any breach of this Agreement by its representatives.
13.4. In the event that Vendor or any of its Representatives receives a demand or request to disclose all or any part of the Confidential Information under the terms of a subpoena or order issued by a court of competent jurisdiction or under a civil investigative demand or similar process, (i) Vendor agrees to promptly notify Maxicom of the existence, terms and circumstances surrounding such a demand or request and (ii) if Vendor and/or its applicable Representative is in the opinion of its counsel compelled to disclose all or a portion of the Confidential Information, Vendor and/or its applicable Representative may disclose that Confidential Information that its counsel advises that it is compelled to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to the Confidential Information that is being so disclosed.
13.5. Nothing in this Agreement shall divest Maxicom of any of its right, title or interest in or to any of its Confidential Information. Within ten (10) days after receiving a request by Maxicom for the return and/or destruction of Confidential Information, Vendor and its Representatives shall, at the option of Maxicom, return or destroy all Confidential Information furnished to Vendor and/or any of its Representatives by or on behalf of Maxicom. Except to the extent a party is advised by counsel that such destruction is prohibited by law, Vendor and its Representatives will also destroy all written material, memoranda, notes, copies, excerpts and other writings or recordings whatsoever prepared by Vendor and/or its Representatives based upon, containing or otherwise reflecting any Confidential Information; provided, however, that neither Vendor nor any of its Representatives shall be obligated to return or destroy Confidential Information to the extent it has been electronically archived by any such party in accordance with its automated security and/or disaster recovery procedures as in effect from time to time; provided further that any such Confidential Information so retained shall remain subject to the confidentiality provisions contained herein for so long as it is retained by Vendor, irrespective of the term of this Agreement. At the request of Maxicom, the return and/or destruction of Confidential Information and related materials in accordance with the foregoing shall be certified to Maxicom in writing executed by an authorized officer of Vendor.
13.6. This Article 13 shall survive the expiration or termination of this Agreement.
14.1. If Vendor breaches, or threatens to commit a breach of any of the provisions of this agreement, then Maxicom will have the following rights and remedies, each of which rights and remedies will be in addition to, and not in lieu of, any other rights and remedies available at law or in equity.
14.2. Vendor agrees that money damages may not be a sufficient remedy for any breach of the terms of this Agreement by the Vendor and/or any of its Representatives, and accordingly, in addition to all other remedies at law or in equity to which Maxicom may be entitled, Maxicom may be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. The existence of any claim or cause of action by Vendor against the Company shall not constitute a defense to the enforcement by the Company of the covenants contained in Section 13 of this Agreement, but such claim or cause of action shall be litigated separately.
14.3. The right and remedy of Maxicom to require the Vendor, in the event of a breach of this Agreement: (1) to account for and pay over to Maxicom all compensation, profits, monies, accruals, increments or other benefits derived or received by Vendor or by any associated party deriving such benefits as a result of any breach of this Agreement; and (2) to indemnify Maxicom against any other losses, damages (including special and consequential damages), costs and expenses, including actual attorney's fees and court costs, which may be incurred by Maxicom and which result from, or arise out of, any breach or threatened breach of this Agreement.
14.4. In the event of circumvention of this Agreement, directly or indirectly, Maxicom shall be entitled to a legal monetary amount equal to the greater of any and all proceeds realized by Vendor, or the maximum amount Maxicom would realize from such a transaction, along with any and all expenses, including but not limited to all attorneys' fees, legal costs and expenses incurred to recover the same.
Any controversy or claim arising out of or relating to this Agreement or the validity, construction or performance of this Agreement or the breach thereof, shall be resolved by arbitration according to the rules and procedures of the American Arbitration Association, as they may be amended. Such rules and procedures are incorporated herein and made a part of this Agreement by reference. The parties agree that they will abide by and perform any award rendered in any such arbitration and that any court having jurisdiction may issue a judgment based upon the award. Moreover, the prevailing party (i.e., the party who, in light of the issues contested or determined in the action or proceeding, was more successful) in such arbitration shall be entitled to have and recover from the non-prevailing party such costs and expenses (including, without limitation, all court costs and attorneys' fees as billed) as the prevailing party may incur in the pursuit or defense. The arbitrators shall decide the dispute in accordance with the substantive law of the state of New York. Arbitration shall take place within the County of New York, State of New York.
Limitation of Liability
THE COMPANY'S LIABILITY TO VENDOR OR ANY OTHER PERSON WITH RESPECT TO ANY CLAIM OF ANY KIND FOR ANY LOSS OR DAMAGE ARISING OUT OF, IN CONNECTION WITH OR RESULTING FROM THIS AGREEMENT WILL NOT EXCEED THE COMMISSION PAYABLE DURING ANY TWELVE MONTH PERIOD DURING THE TERM. THE COMPANY WILL NOT BE LIABLE TO VENDOR OR ANY OTHER PERSON FOR ANTICIPATED PROFITS OR FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.
Vendor shall indemnify and hold the Company and its affiliates and their respective equity holders, managers, members, officers, employees, agents, successors and assigns harmless from and against any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, liabilities, deficiencies, interest, awards, penalties, fines, costs or expenses of whatever kind (including but not limited to attorneys' fees as billed) suffered or incurred by the Company arising out of or resulting from: (i) any breach or inaccuracy of any representation or warranty of Vendor set forth in this Agreement; (ii) any breach of or noncompliance with any covenant or agreement of Vendor set forth in this Agreement; (iii) any dishonest, fraudulent, negligent or criminal act or omission by Vendor; (iv) any and all violations by Vendor of any applicable state and federal laws, rules and regulations, and any business and compliance procedures of the Company; (v) any infringement or misappropriation of any third party rights, including but not limited to intellectual property rights, by Vendor in connection with the Obligations, (vi) Vendor's failure to provide accurate and complete Product descriptions on the Platform, (vii) the quality of workmanship of Vendor's Products, (viii) Vendor's distribution of obscene or offensive materials, and (ix) anything otherwise relating to Vendor's Products and its performance of the Obligations hereunder. This Section 17 shall survive the expiration or termination of this Agreement.
Except as otherwise provided for herein, all notices, consents, demands, and offers required to be given or provided for by the terms and provisions of this Agreement must be in writing and will be considered properly given or made when personally delivered to the Parties hereto, by special courier, or when mailed by certified mail, postage prepaid, return receipt requested, to addresses given on page 1 of this Agreement or as amended hereafter or to such other address as any signatory party hereto shall designate to the other in writing and notify of in accordance herewith.
The Parties hereto warrant, confirm and agree that successors, executives, affiliates or assigns of theirs, parent company, subsidiaries and/or any other affiliated organizations, as applicable, now in existence or hereafter named shall be bound hereto and abide by the terms and conditions of this Agreement.
Interpretation of Terms
The Parties agree that in the event of an ambiguity in or dispute regarding the interpretation of same, the interpretation of this Agreement shall not be resolved by any rule of interpretation which provides for interpretation against the Party who causes the uncertainty to exist or against the draftsman.
The Parties agree that, should any provision of this Agreement be or become invalid by virtue of applicable law(s) or otherwise fail by lack of enforceability, then the Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by provisions to be mutually agreed upon between both Parties, within the spirit and intent of this Agreement. Furthermore, the Parties agree that if any part of this Agreement is contrary to, prohibited by, or deemed invalid under applicable laws or regulations, such provision or portion thereof shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and will become effective and binding upon the parties at such time as all of the signatories hereto have signed a counterpart of this Agreement. All counterparts so executed shall constitute an agreement binding on all of the parties hereto, notwithstanding that all of the parties are not signatory to the same counterpart. The delivery of copies of this Agreement or other documents to be delivered pursuant to this Agreement, including executed signature pages where required, by electronic transmission will constitute effective delivery of this Agreement or such other documents for all purposes.
This Agreement and all other agreements and documents referred herein constitute the entire Agreement between Maxicom and Vendor. All prior and contemporaneous conversations, negotiations, possible and alleged agreements, representations, covenants and warranties concerning the subject matter hereof are superseded by this Agreement.
The Parties agree that neither this Agreement nor any portion or provision hereof may be changed, modified, amended, waived, supplemented, discharged, cancelled or terminated orally or by any course of dealing, or in any manner other than by an agreement in writing, signed by the Parties hereto. Furthermore, no waiver of any term or provision of this agreement or of any default hereunder shall affect either Parties' rights thereafter to enforce such term or provision, or to exercise any right or remedy in the event of any other default, whether or not similar.
The captions of the various sections and paragraphs of this Agreement have been inserted only for the purpose of convenience; such captions are not a part of this Agreement and shall not be deemed in any manner to modify, explain, enlarge or restrict any of the provisions of the Agreement.
By their signature below, the signatories hereof warrant and represent that all of the above statements and representations are made by the Parties with full legal and corporate responsibility, and that the persons executing this Agreement on behalf of the respective Party is fully authorized to do so, all necessary corporate and/or other resolutions having been passed and obtained, and that this Agreement shall be binding upon the same.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of this day.