I am working with a company that is in the promotion of discount services. We have executed an agreement however I am now moving forward with another product from another company is represented by this company my question has to do with reduced commissions when promoting services from another company. The other company agreement is being provided by this company however I have elected to terminate the agreement which I have done by fax and by e-mail.
Please read part one which represents the terms of payment and reduced payments for utilizing another company's card. The other company's card is being provided by the company that i have this agreement with which has been terminated.
See Below Please and then scroll down further to see the notice I had sent, should the paperwork be dated after the termination and should I also seek confirmation in writing from this company or is it satisfactory that the termination closes the current agreement and that the new agreement with outlined commissions will be paid in full?
Reduced Commissions. If Group Endorses a non-USPC discount prescription card, then USPC shall pay Group the “Reduced Commission Amount” as set forth on Schedule “A” for a period of only six months from date of such endorsement, and no commissions thereafter will be due or payable. Should Group terminate this Agreement, other than for endorsing a non-USPC discount prescription card, by providing notice pursuant to Section 7, then, during any period in which commissions are payable to Group, USPC shall pay to Group only the “Reduced Commission Amount” set forth on Schedule “A” for each Paid Claim resulting from a Prescription filled after the earlier of: (i) the date Group provides notice of termination; or (ii) the date Group first Endorsed a non-USPC discount prescription card (in each case, the “Reduction Date”). Should Group replace, or attempt to replace existing business
with a non-USPC discount prescription card, then no further commissions will be due or
payable to Group by USPC. Notwithstanding any of the foregoing, if the number of Paid Claims in any calendar month ending after the Reduction Date is less than the Minimum Monthly Paid Claims, at the sole and absolute discretion of USPC, no further commissions shall be due or payable to Group.
c. Commission Upon Termination. Upon termination of this Agreement (the “Termination Date”), USPC will continue to pay commissions to Group as provided under subsection 5.a or 5.b, as applicable. Notwithstanding the foregoing, no commissions shall be due or payable to Group for Paid Claims resulting from Prescriptions filled on or after the Termination Date if: (i) Group has breached this Agreement; (ii) after the Termination Date, Group has engaged in any marketing or distribution practices
prohibited under Section 3.a; (iii) the number of Paid Claims in any calendar month ending after the Termination Date is less than the Minimum Monthly Paid Claims, or (iv) if Group replaces or attempts to replace existing business with a non-USPC prescription discount card.
6. Independent Contractor. Group is an independent contractor, and USPC shall have no right to direct or control the day-to-day activities of Group in the performance of its obligations hereunder. Neither Group nor USPC shall incur debts, obligations or liabilities on behalf of the other, and nothing in this contract
shall be deemed to create an agency, joint venture
or employment relationship.
7. Termination. Either party may terminate this Agreement at any time by giving the other party at least thirty (30) days’ prior written notice thereof. USPC may terminate this Agreement immediately by notice to Group at any time upon USPC’s sole and absolute determination that Group has breached this Agreement. Upon USPC’s determination that Group has breached this Agreement, USPC may, in its sole and absolute discretion, allow Group up to fifteen (15) days within which to cure such breach. Any such cure period shall begin upon notice to Group of the nature of the breach and the applicable cure period. If any breach is not cured within its applicable cure period, if one is granted, USPC may terminate this Agreement immediately by giving notice to Group at any time. Upon termination, Group shall promptly return any and all materials (including any website) furnished by USPC.
As a follow up with your assistant yesterday I am writing as the Chief Strategic Officer of XYZ company to communicate the termination of the agreement with USPC effective June 1 2012. This measure is to eliminate any miscommunications or understandings about moving forward with other programs marketed/offered/signed agreements through FMC. Inc. to xyz and as a result will not impact the commission structure or payments of other programs that are contracted for.
I signed the letter and dated it and then sent it by fax and by e-mail.