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Lucy, Esq.
Lucy, Esq., Attorney
Category: Business Law
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Experience:  Attorney
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Please look at point F It was explained to me that the language

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Please look at point F It was explained to me that the language refers to situations when a vendor does not pay?

2. Obligations of Sales Partner. Sales Partner’s obligations hereunder are as follows:

(a) Sales Partner shall market to Retail Customers Merchants throughout the United States where Power/Natural Gas Services are available and where the services offered under this agreement Retail are permitted by law.
(b) Sales Partner shall track the expiration dates of the contracts between the Retail Customers and the Sales Partner. CIQ to facilitate the renewal of such contracts when they expire.
(c) Throughout the term hereof, Sales Partner shall deliver to CIQ the identity of potential Customers for the purpose of Customers contracting with CIQ for Energy Platform Consulting Services.
(d) Sales Partner shall provide all pertinent information relating to the Customer and Customer’s Energy Service needs. Such information shall include but not be limited to the most recent 12-month historical usage information as provided by the ISO or electricity distribution company, LOA’s and general customer contact information as may be required by CIQ.
(e) Sales Partner shall present all necessary documents and information to the Customer for the purpose of allowing Customer to receiver energy consulting services.. Sales Partner shall promptly deliver to CIQ all documents executed by the Customer for contracted Platform Energy Services with CIQ.
(f) Sales Partner shall perform all duties listed above in order to receive fees for any renewal, extension, or replacement Customer Agreement. If Sales Partner does not provide such duties thirty (30) days prior to expiration of Customer Agreement, then CIQ shall have the right to pursue the renewal, extension, or replacement Customer Agreement independent of the Sales Partner. In such case Sales Partner will not be entitled to any fees regarding such Customer Agreement.

My name is XXXXX XXXXX I'd be happy to answer your questions today.

Is sales partner defined to include vendors? Or are the vendors the customer?

Is this a situation where the Sales Partner found a customer, the customer did not pay, and now it is being claimed that the Sales Partner violated the agreement?
Customer: replied 3 years ago.

I was told the meaning of the paragraph refers to the case when a vendor has renewed the contract directly with the customer and as a result is not paying our company. In other words my agreement states that I will be paid on all transactions including renewals on an evergreen basis. This language is suppose to prevent a claim for commissions to be paid when the customer signs a new agreement with the same vendor but not through our company. Is there a need to have the language stated more clearly in the agreement?

That language says that the company can seek renewal directly with the vendor if the sales agent hasn't done it within 30 days of the expiration, or if there is anything the Sales Partner was supposed to do and didn't. It doesn't automatically allow the company to renew directly with the vendor. So, a Sales Partner who has fully complied with all of his obligations and prepares the renewal more than 30 days in advance should still be entitled to a commission.

If that's not what it's supposed to say, then more explicit language may be needed.
Customer: replied 3 years ago.

So is the take away that the agreement is fair and reasonable based upon my performance of all of the responsibilities outlined or is the language in point F in need of additional clarity. The renewal has to do with the vendor providing the services to the end user. We are functioning as a broker. if we do not reengage the customer within 30 days of the renewal then the Vendor will engage the customer directly.

It is clear that, if the broker does not re-engage the customer within 30 days, the company providing services can contact them directly, and that the broker has a list of things he is supposed to do to re-engage the customer. It sounds like that's what you want it to say. On its face, it's clear. If there is anything else that the parties want it to say, that would have to be stated.

The agreement is not obviously unfair or unreasonable.
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