Seller Phone Fax
Street Address City State Zip
Owner General Manager
Tax ID # Franchise Labor Rate/Hour
Company Type (Corp., Sole Proprietorship, Partnership) Servicing Agent
Servicing General Agency Agent #
THIS AGREEMENT, effective this __________ day of _______________, 20_____, is between: Prizm Administrative
Solutions, Inc. and Prizm Administrative Services of Wisconsin, Inc., both at 1099 18th Street, Suite 350, Denver, CO.
80202, fax # (303) 467-8504 (collectively, the “Administrator”), and
(“Seller”) to sell Total Service Protection as well as any other program that Administrator agrees
to allow Seller to offer in the future during the term of this Agreement.
WHEREAS, Seller desires to sell the Service Agreements;
WHEREAS, Administrator markets vehicle service agreements (“Service Agreements”) and administers claims on the
Service Agreements; and
NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the parties agree as follows:
1) Seller Obligations
a. Seller shall sell Service Agreements in accordance with the programs, underwriting rules, coverages, and regulations
provided by Administrator. Administrator may revise these programs, coverages, rules, and regulations at any time and
Seller shall be automatically subject to such revisions. Administrator shall not have any liability or administrative
obligations for Service Agreements sold in violation of this Agreement. Seller shall account for all numbered Service
Agreements provided by Administrator. Seller has no authority to modify, waive, or discharge any terms or conditions
of the Service Agreements. Seller has no authority to incur any liability on behalf of Administrator, or to make
representations about Service Agreement coverage not contained in the Service Agreement.
b. Seller shall not sell a Service Agreement on any vehicle that is not in good mechanical condition. No part covered by
the Service Agreement shall be in need of repair or maintenance at the time the Service Agreement is sold. If
Administrator pays a claim for which Seller is liable, Seller shall reimburse Administrator within thirty (30) days of
receiving written notice from Administrator.
c. For each Service Agreement sold, Seller shall collect the Net Cost shown on the rate chart provided by the
Administrator. Administrator may change the rates at any time and Seller is responsible for collecting the rates on the
chart in effect at the time of sale. Seller shall remit the Net Cost, and a copy of the Service Agreement, within fifteen
(15) days after the end of the month in which the Service Agreement was sold. Administrator reserves the right to
refuse to accept any Service Agreement not submitted in a timely manner by Seller. In the event of a discrepancy in the
amount remitted, any additional money owed to Administrator will be due immediately upon Seller’s receipt of notice
from Administrator. Until payment is made to Administrator, Seller shall hold the Net Cost in a fiduciary capacity for
Administrator, under conditions satisfactory to Administrator. Failure to remit Net Cost after receiving notice from
Administrator shall be a material breach of this Agreement. Seller may sell Service Agreements for any amount over
the Net Cost.
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d. If a Service Agreement is cancelled, Administrator will calculate the cancellation refund in accordance with the terms
of the Service Agreement. Seller shall promptly pay the cancellation refund, including the Seller portion, to the
purchaser or other party as directed by Administrator. Seller shall pay Administrator a cancellation fee of fifty dollars
($50.00) for each cancelled Service Agreement, regardless of the reason for cancellation, and Administrator may, in its
sole discretion, deduct the cancellation fee from the pro-rata portion of the Net Cost to be refunded.
e. Seller shall contact Administrator for prior authorization before making any repairs under a Service Agreement.
Seller is responsible for collecting any deductible, and for collecting any amount owed to Seller for repairs or services
not covered by the Service Agreement.
f. Seller shall submit to Administrator all claims for reimbursement within thirty (30) days after completion of repairs.
Seller must submit claim documents, repair orders, and all necessary maintenance records. Claim forms and repair
orders must be properly completed and signed.
Claims not submitted to Administrator within thirty (30) days after completion of repairs will not be honored and Seller
assumes full responsibility for the costs of such claims. Claims submitted without proper documentation will not be
honored and Seller assumes full responsibility for the costs of such claims.
g. Seller unconditionally guarantees covered repairs made by Seller against defects in workmanship and materials,
under normal use, for at least ninety (90) days or four thousand (4,000) miles, whichever comes first.
h. If Administrator rejects a Service Agreement that was improperly written, Seller shall correct the Service Agreement,
or issue a new one,
and resubmit it to Administrator. If a Service Agreement cannot be corrected in accordance with Administrator’s
requirements, Seller will promptly make a refund to the purchaser or lien holder.
i. Seller shall hold harmless and indemnify Administrator and its officers, directors, agents, affiliates and employees
against any and all claims, actions, demands, liabilities, costs and expenses, of any kind, including reasonable attorney
fees, arising out of or resulting from: (i) any wrongful or negligent act by Seller, its employees, agents, or contractors,
including failure to remit Net Cost; (ii) any claim arising out of or related to a Service Agreement, except to the extent
the claim directly relates to Administrator’s failure to perform its obligations hereunder; or (iii) Seller’s failure to
comply with applicable procedures, underwriting rules, laws, or regulations.
j. Minimum production required is an average of five (5) Service Agreements per month during any six (6) month
period, beginning ninety (90) days after the effective date of this Agreement. In the event that Seller fails to meet this
minimum production requirement, Administrator, in its sole discretion, may terminate this Agreement at any time upon
notice to Seller. Administrator may change the minimum production requirements at any time and Seller shall
automatically be subject to such new requirements.
2) Administrator Obligations
a. Administrator shall furnish Seller with Service Agreement forms and other supplies necessary to sell Service
Agreements. Materials provided by Administrator are Administrator’s property and shall be promptly returned to
Administrator if this Agreement is terminated, or upon demand.
b. Administrator shall investigate, process, and adjust claims on Service Agreements in accordance with claims
procedures and will pay covered claims that are properly submitted. Administrator will only pay for repair costs the
Administrator authorized. Administrator shall not be liable for repair costs or expenses: (i) not covered by an approved
Service Agreement; (ii) resulting from the Seller’s failure to perform repairs in a good workmanlike manner; (iii) to
correct conditions existing, or which may reasonably be assumed to have existed, when the vehicle was sold; and
(iv) covered by a manufacturer’s warranty, a Seller’s or repairer’s guarantee, or another Service Agreement or similar
agreement. Such unauthorized repair costs or expenses are solely the Seller’s responsibility.
c. Administrator will use parts and labor manuals (e.g., Motors, Mitchell, Chilton, All Data, Price Mark) to determine
and authorize repair times and part prices. When appropriate, Administrator will use manuals Seller identifies in the
comments section of this Agreement.
d. Administrator will pay Seller a shop labor rate of $__________ per hour. Administrator must agree in writing prior
to any increase. Any request for an increase should be submitted in writing. The labor rate for franchised Sellers
cannot exceed the average rate in the Seller’s area. Administrator will pay for sublet work at Seller’s actual cost plus
ten percent (10%), except complete or total sublet repairs, which will be reimbursed at Seller’s actual cost plus one half
(1/2) hour of Seller’s labor rate or forty dollars ($40.00), whichever is less. If Seller’s labor rate is higher than the
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average rate in Seller’s area, Administrator may change the rate, consistent with the average rate in the Seller’s area,
upon thirty (30) days written notice to Seller.
e. Administrator shall hold harmless and indemnify Seller against any and all claims, actions, demands, liabilities, costs
and expenses, of any kind, including reasonable attorney fees, arising out of or resulting from: (i) any wrongful or
negligent act by Administrator; or (ii) any action
alleging that a claim was improperly denied, provided the claim is not based, in whole or in part, on any wrongful or
negligent conduct of Seller, its employees, agents or contractors.
a. Either party may terminate this Agreement for any reason upon thirty (30) days prior written notice. Either party may
terminate this Agreement immediately in the event of a material breach, fraud, or bankruptcy and termination shall be
effective upon written notice by the non-terminating party. Cancellation of this Agreement shall not alter Administrator
or Seller’s obligations on Service Agreements in force on the date of cancellation.
b. In the event that Seller has not sold any Service Agreements in a six (6) month period, Administrator, at its sole
discretion, may terminate this Agreement at any time upon written notice to the Seller.
Entire Agreement - This Agreement contains the entire agreement of all parties and supersedes all previous
Agreements between the parties. Unless otherwise stated herein, all changes must be made in writing. Failure to
enforce any provision of this Agreement shall not constitute a waiver of the provision. Any waiver must be in writing
and signed by the waiving party.
Amendments - This Agreement may be amended, changed, modified, terminated, or discharged in whole or in part, at
the sole discretion of the Administrator.
Binding Agreement - This Agreement shall be binding upon and inure to the benefit of the parties hereunder and their
respective successors and assigns.
Severable Provisions - If any provision of this Agreement shall be found to be invalid by any United States
administrative agency or court of competent jurisdiction, such finding shall not affect the remaining provisions of this
Agreement and all other provisions shall remain in full force and effect.
Access - Administrator shall have access, during business hours and upon five (5) days notice, to all of Seller’s books
and records relating to the business covered by this Agreement.
Governing Law - This Agreement shall be interpreted and enforced in accordance with the laws of the state of
Colorado. If any provision of the
Agreement is held invalid under the laws of any state, such provision shall be deemed not to be part of this Agreement
in that state, without affecting the enforceability of the rest of the Agreement.
Assignment - This Agreement shall not be assigned by either party hereto without the prior written consent of the other
party. Seller may not assign this Agreement, or delegate its obligations hereunder, without the prior written consent of
Administrator. Notwithstanding the foregoing, Administrator may assign this Agreement at any time without consent
to: (i) a parent, subsidiary or affiliate; (ii) in connection with a merger, acquisition, reorganization or consolidation; or
(iii) in connection with the sale of Administrator’s corporate stock or assets.
Relationship - This is a commercial contract between business entities and does not create a relationship of principal
and agent, employer and employee, or joint venturers.
Counterparts - This Agreement may be executed in two (2) or more separate counterparts, each of which shall be
deemed an original hereof, but all of which shall constitute one and the same instrument.
Waiver - No delay or omissions by any party to exercise any right or power arising upon any noncompliance or default
by any other party with respect to any of the terms of this Agreement shall impair any such right or power or be
construed as a waiver thereof. A waiver by any of the parties hereto of the fulfillment of any of the covenants,
conditions, or agreements to be performed by any other shall not be construed to be a waiver of any other breach hereof
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or of any other covenant, condition, or agreement herein contained. All remedies provided for in this Agreement shall
be cumulative in addition to and not in lieu of any other remedies available to any party at law, in equity, or otherwise.
Force Majeure - Seller and Administrator shall be excused from performance hereunder for any period when either is
prevented from performing
any services to be provided hereunder, in whole or in part, as a result of an act of God, fire, war, civil disturbance, court
order, insurance department regulatory order, law dispute, or other cause beyond its reasonable control, and such
nonperformance shall not be a ground for termination hereof or assertion of default hereunder. In the event either party
hereto shall be excused from performance under this provision, said party shall use its best efforts to provide, directly or
indirectly, to the extent practicable, alternative and equivalent fulfillment of its obligation hereunder.
Section Headings - The headings set forth herein are for reference purposes only and shall not in any way affect the
meaning or interpretation of this Agreement.
Oversight - If non-payment of any amounts due within the time specified or failure to comply with any of the other
terms of the Agreement is shown to be unintentional and the result of oversight or misunderstanding on the part of either
party hereto, this Agreement will not be considered abrogated thereby, but both parties to this Agreement will be
restored to the position they would have occupied had no such oversight or misunderstanding occurred.
Arbitration - Any controversy or claim arising out of or relating to the terms of this Agreement or the breach thereof
shall be settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration
Association. Arbitration shall be conducted in the county and state in which Administrator’s principal offices are
Approvals, Consents, etc. – Unless otherwise stated in this Agreement, in any instance where agreement, approval
acceptance or consent of any party is required by any provision of this Agreement, such action shall not be unreasonably
delayed or withheld.
Currency - All liabilities and payments of monies due hereunder shall be affected and expressed in currency of the
United States of America.
DISCLAIMER - PRIZM ADMINISTRATIVE SOLUTIONS, INC. DOES NOT OFFER NOR PROVIDE
LEGAL OR TAX ADVICE. IT IS SUGGESTED THAT SELLER SEEKS SUCH ADVICE FROM AN
In witness whereof, the parties have caused this Agreement to be executed
this __________ day of ____________________, 20_____
Prizm Administrative Solutions, Inc.
________________________________________________ Prizm Administrative Services of Wisconsin, Inc.
(print or type legal name of business)
(signature of owner or authorized officer) (signature)
(print or type name) (print or type name)
(print or type title) (print or type title)
If Agreement is for a group of businesses, please list each legal name and address below:
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