Company Agreement

Official Referral List Company Agreement

This agreement is made and entered into by and between PHASE ONE MARKETING, LLC, a Colorado Limited Liability Company (referred to in this agreement as “Patrick Mattingley’s Exclusive Contractor Referral List”) and company applying for membership to Patrick Mattingley’s Exclusive Contractor Referral List web site(s) (referred to in this agreement as “Company”) for the purpose of listing “Company” on Patrick Mattingley’s Exclusive Contractor Referral List websites and any additional products and or services as outlined in Company Application.

This agreement is considered as a total agreement, in summary as follows:

Membership Summary
Definitions
Term
Background Checks
Agreements
On-Line Support of Patrick Mattingley’s Exclusive Contractor Referral Lists Advertising Campaign
Category Limitations
Company Webpage Listing
Payments/Responsibility
Confidentiality/Non Disclosure
Model Release
Indemnity
Termination
Excuse for Failure to Publish
Entire Agreement
Transfer of Rights
Customer Service Pledge
Arbitration Agreement
Patrick Mattingley’s Exclusive Contractor Referral List Member Logo Use
“Exhibit A – Company Data Sheet”
Customer References
Membership Summary:
Company Name:

Company understands they are purchasing the service area regardless of how those boundaries are identified. This is the service area that will be used on the internet.

1. Definitions
“Company” refers to the name of company wishing to maintain a membership with Patrick Mattingley’s Exclusive Contractor Referral List web sites and is licensed and insured by a city or county in their respective geographical region (if required) or by the State(s) in which company operates (if required) and hereby certifies license and insurance is active and valid at the time of the electronic submittal of this application.
Company is established and holds all local and state permits and licenses required for the formal performance of the service(s) in which company is applying for and wishes to be listed as a member on the Patrick Mattingley’s Exclusive Contractor Referral List web site(s).

2. Term
The term of this agreement shall be a period of one year from start date. Company will have first right of renewal for consecutive years.

3. Background Checks
Company agrees to a formal background check on owners and/or managers on an annual basis which includes; verification of social security numbers, licenses, insurances, BBB, and references, civil and criminal checks, and periodic reviews. Company also agrees, at no cost to Company, to list Phase One Marketing, LLC as a Certificate Holder on their insurance policies.

4. Agreements
Company agrees to guarantee all work performed, settle all consumer disputes and provide priority service to Patrick Mattingley’s Exclusive Contractor Referral List users.

5. On-Line Support of Patrick Mattingley’s Exclusive Contractor Referral List Advertising Campaign
Patrick Mattingley’s Exclusive Contractor Referral List will create and support an exclusive website service free to consumers where Company will be listed and searched by consumers. Consumers can search by each service, state and region. Patrick Mattingley’s Exclusive Contractor Referral List will also perform additional marketing support for each level of membership as specifically indicated on Membership Package Details for Platinum Members, Gold Members, and Silver
Members.

6. Category Limitations
There will be no more than three (3) companies listed per any one service per geographic protected area. If during this term it is determined through consumer demand that a specific category is not being serviced adequately then Company will be contacted and limitation levels may increase to a maximum of six (six) companies. Contractors in their respective category(s) and region will be notified 60 days in advance.

7. Company Listing
Company will be provided one (1) listing on one Patrick Mattingley’s Exclusive Contractor Referral List website unless otherwise indicated in writing on an accompanying addendum. Company will provide the following for the construction of their listing: personalized description of their particular services, Company information including but not limited to owner or manager, address, phone number, email address, and company website address. Company is responsible for
providing all information conveyed on their listing.

8a. Payments/Responsibility
Company will pay Phase One Marketing, LLC. according to the payment terms based upon the membership type chosen. All payments will be due and charged every 30 days for Pay Per Lead Memberships, every 365 days for Flat Fee Memberships and within 10 days of payment by property owner for Commission Memberships. If payments are not received at the time when they are due, Patrick Mattingley’s Exclusive Contractor Referral List will suspend Company’s profile without any liability for Patrick Mattingley’s Exclusive Contractor Referral List, until all back payments are made. Additionally, Company acknowledges and agrees that any bill not paid when due, even when Patrick Mattingley’s Exclusive Contractor Referral List has suspended the advertising, will not release Company’s liability for unpaid balance, unless terminated according to section 12 of this agreement.

8b. Responsibility
Patrick Mattingley’s Exclusive Contractor Referral List, and/or vendors for Patrick Mattingley’s Exclusive Contractor Referral List, other involved companies, and/or their agents, assume no responsibility for any damages which might occur due to temporary damage or failure to the website or for providing proper routing due to temporary failure or programming. Any notice will be cured after receipt of notice from Company and equal credit will be applied.

9. Confidentiality/Non Disclose
Company understands and acknowledges that Confidential Information has been developed or obtained by Patrick Mattingley’s Exclusive Contractor Referral List by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of Patrick Mattingley’s Exclusive Contractor Referral List which provides Patrick Mattingley’s Exclusive Contractor Referral List with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the disclosure of the Confidential Information, Company agrees to hold in confidence and not to disclose the Confidential Information to any person or Entity without the prior written consent of Patrick Mattingley’s Exclusive Contractor Referral List. Confidential Information includes without limitation: conversations, business agreements, records and plans, customer lists and records, products, pricing structure and other proprietary information revealed through Patrick Mattingley’s Exclusive Contractor Referral List subsidiary companies (AllAboutDriveways.com, Allaboutparkinglots.com, PatiosAndWalkways.com, AllAboutPoolDecks.com and others) Unauthorized Disclosure of Information. If it appears that Company has disclosed (or has threatened to disclose) Confidential Information in violation of this agreement, Patrick Mattingley’s Exclusive Contractor Referral List shall be entitled to an injunction to restrain Company from disclosing, in whole or in part, the Confidential Information. Company shall also be liable for any loss of profits, billing and/or remedies that resulted in disclosure of confidential information by Company.

10. Model Release
I (the Company) hereby assign to Patrick Mattingley’s Exclusive Contractor Referral List, its vendors all rights to web components, needed that are owned by me. I hereby authorize reproduction, copyright, exhibition, broadcast and/or other distribution of said items as long as needed for this agreement.

11. Indemnity
Company will indemnify, protect, defend and hold harmless Patrick Mattingley’s Exclusive Contractor Referral List, its parent, subsidiaries and affiliated corporations, and its and their respective directors, officers, employees and agents, from and against any and all claims, liabilities, losses, damages, injuries, demands, actions, causes of action, suits, proceedings, judgments and expenses, including reasonable attorneys’ fees, court costs and other legal expenses whether or not suit is filed including, without limitation, those costs incurred at the trial and appellate levels and in any bankruptcy, reorganization, insolvency or other similar proceedings, and other legal expenses (collectively “claims”) arising from or connected with (i) any breach by Company of any provision hereof of the inaccuracy or any warranty or representation made by Company herein; (ii) any act or omission to act by Company directly or indirectly related to their performance of this agreement constituting negligence or reckless or willful misconduct; (iii) material contributed by Company to the promotion of the Patrick Mattingley’s Exclusive Contractor Referral List Advertising Campaign. Additionally, Company warrants that he/she is a member in good standing in the community and shall notify Patrick Mattingley’s Exclusive Contractor Referral List immediately in writing if status changes during the duration of this contract.

12. Termination
Company has the right to terminate this agreement by requesting a 14 day advance cancellation in writing. Patrick Mattingley’s Exclusive Contractor Referral List reserves the right to terminate this agreement at any time, effective upon the Company’s receipt of termination notice. Patrick Mattingley’s Exclusive Contractor Referral List retains the right to perform a Company background check. Patrick Mattingley’s Exclusive Contractor Referral List shall give Company written notice of cancellation before cancellation is to be effective and without prejudice to any other legal rights to which Patrick Mattingley’s Exclusive Contractor Referral List may be entitled, upon the occurrence of any one or more of the following:

a. Upon the failure of Company to pay any fee submitted under this agreement.
b. Any of the representation or warranties made by Company proving to be untrue or inaccurate in any material respect.
c. Any material breach of this agreement and a reasonable time to cure such breach.

Termination of this agreement shall not relieve Company from its obligation to perform up to the effective date of such termination or to perform such obligations as may survive termination. If payments attributable to periods after the termination of this agreement have been made before the termination of this agreement, the party receiving such payments shall refund the payments so attributable promptly after the termination of this agreement. If payments attributable to periods before the termination remain unpaid upon the termination of this agreement, the party required to make such payments shall do promptly after the termination of this agreement. Nothing in this section shall limit the rights otherwise available to a party arising from the breach of the provisions hereof.

13. Excuse for Failure to Publish
Patrick Mattingley’s Exclusive Contractor Referral List vendor(s) and all other involved companies shall not be responsible or liable for any damages to Company by reason of a failure due to: any labor disputes, strike, war, terrorist act, riot, insurrection, civil commotion fire, flood, accident, storm, power failure or communication system failure, or any act of God, or any other cause beyond the control of the Patrick Mattingley’s Exclusive Contractor Referral List or its vendors.

14. Entire Agreement
This agreement contains the entire agreement of the parties. No representations were made or relied upon by either party, other than those expressly set forth herein or in a separate signed Addendum. No agent, employee, or other representative of either party is empowered to alter any of the terms of this agreement, unless done in writing and signed by an authorized party of the respective parties hereto.

15. Transfer of Rights
Under no circumstance is Company allowed to transfer or assign in any form his/her contractual rights and obligations with Patrick Mattingley’s Exclusive Contractor Referral List unless mutually agreed upon.

16. Customer Service Pledge
Customer satisfaction is a direct reflection of your effectiveness as an organization. Company “agrees and pledges” to:

A) It is understood that on occasion a company may need to sub-contract their workload to other contractors or companies. However, Company will make a reasonable effort as to not sub-contract workload out to other companies, and as such, will not act as a marketing company for other companies representing themselves as the Company that will perform the actual services. Company will perform at least 70% of workload “In house”.

B) Company will clearly state in writing on company agreements to all customers:

New installations:

1) Thicknesses: Specific average thicknesses of:
a) Average compacted thickness of base materials
b) Average compacted thickness of hot mix asphalt, newly installed and finished concrete, newly installed concrete overlays, gravel or crushed stone.
c) Specific concrete psi,
d) Steel reinforcements per average square foot
e) Controlled joints per average square foot

2) Area: Square footage.
a) All area and square footage measured as accurately as possible.

3) Application of herbicides/sterilizer and inhibitors

Repair and maintenance:

1) Sealing:
a) To be mixed by meeting or exceeding manufacturer specifications and not at any time diluted below manufacturers specifications.
b) To be applied by meeting or exceeding manufacturers specifications and not at any time applied below manufacturers specifications.

1) Patching and repairs:
a) Average compacted thickness of hot mix asphalt, average finished thickness of newly installed and finished concrete and base materials for permeable pavers and gravel.
b) Crack sealing materials to be used and applied per manufacturers specifications and not at any time applied below manufacturers specifications.

4) Deliver an exceptional customer experience, including but not limited to: prompt, courteous, and professional service, meet or exceed manufacturer specifications, honor your promises and meet your commitments, acknowledging and thanking customers, and soliciting customer feedback to continually improve your services and or products.

17. Arbitration Agreement
Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial [or other] Arbitration Rules. (a) Mediation Preceding Arbitration: If a dispute arises out of or relates to this contract, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the
American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules.

19. Patrick Mattingley’s Exclusive Contractor Referral List Membership Websites Logo Use
Under no circumstance is Company allowed to use any form of the Patrick Mattingley’s Exclusive Contractor Referral List name and or membership websites logo in any advertising, other than the Official Registered Company Logo provided by Patrick Mattingley’s Exclusive Contractor Referral List. Company will install at their own cost the “Official Member Logo(s)” on their company website with a link to their respective page(s) on Patrick Mattingley’s Exclusive Contractor Referral List website(s). Patrick Mattingley’s Exclusive Contractor Referral List will provide member logo to Company and Patrick Mattingley’s Exclusive Contractor Referral List will host member logo. Company understands that they cannot copy, alter or host “Official Member Logo(s)”.

IN WITNESS WHEREOF, for adequate consideration and intending to be legally bound, the parties hereto have caused this Agreement to be electronically submitted by their duly authorized representatives.

I UNDERSTAND ANY MARKETING AND/OR ADVERTISING IS NOT A SCIENCE; THAT IT IS A CREATIVE PROCESS WITH ASSOCIATED RISKS, AND THAT THERE ARE NO GUARANTEES OR WARRANTIES (EXPRESSED OR IMPLIED BY Phase One Marketing, LLC OR ITS AFFILIATES AS TO THE NUMBER OF CALLS, WEB HITS, LEADS OR INCOME TO THIS PROGRAM AND/OR ROI, NOR WILL THIS BE A REASON TO REQUEST A REFUND.