SAMPLE AGREEMENT: ADVERTISING CONSULTANTS WORLDWIDE INC. MARKETING AGREEMENT EXHIBIT A A-1 Client Name: A-2 Toll Free Number(s): 1-8xx-xxx-xxxx A-3 Exclusive area of use of the toll free number(s): All area codes in the United States of America A-4 Toll Free Number also known as: 1-800-XXX-XXXX A-5 Monthly Charge $20.00 per month for the first three months (this has been repaid) and $XX.00 per month thereafter. A-6 Per minute charge: 6.5 cents A-7 Starting date: A-8 Today’s date is: A-9 The local number that you want your toll free calls to ring to: xxx-xxx-xxxx You must sign below and complete and sign the attached Agreement. Also, please complete the credit card information as requested in the Agreement. I hereby agree to the terms of the attached Agreement with the terms and conditions as stated above. By: _____________________________ ________________________ Signed Print Name MARKETING AGREEMENT This Marketing Agreement (hereinafter referred to as the “Agreement") is made and entered into by and between ADVERTISING CONSULTANTS WORLDWIDE INC. (hereinafter referred to as "PROVIDER") and _________________ (Phone:xxx-xxx- xxxx & email ________________) (hereinafter referred to as "Client"). RECITALS WHEREAS PROVIDER possesses the rights of control and portability (including, but not limited to, the right to select the interexchange carrier furnishing toll-free service) for the toll number(s) as per Exhibit A at A-2; and WHEREAS CLIENT acknowledges and accepts that PROVIDER possesses all rights of ownership, control and portability (including but not limited to the right to select the interexchange carrier furnishing toll-free service) for the toll free telephone number(s) in Exhibit A at A-2; and WHEREAS CLIENT desires to acquire from PROVIDER the right to the limited use of the number(s) in Exhibit A at A-2 in marketing CLIENT’S’ services and products within the limited geographical area as stated in Exhibit A at A-3, and this Agreement is not binding on PROVIDER unless and until PROVIDER accepts and signs this contract upon the following terms and conditions; NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements herein contained, the parties mutually agree as follows: I. Exclusive Geographical Coverage CLIENT acknowledges and agrees that there may not be any other business using the toll free number in Exhibit A at A-2 in the same geographical area. CLIENT also acknowledges and agrees that the Agreement will apply to the exclusive use in the geographical area of the state(s) as per Exhibit A at A-3. CLIENT acknowledges and agrees that this Agreement shall apply only to calls originating in the telephone area code and prefixes, or geographical area listed below (hereinafter sometimes referred to as "CLIENT’S Marketing Area"). PROVIDER will provide to CLIENT access to PROVIDER’S number for use by and for CLIENT’S business on an exclusive basis within the geographical telephone area (as stated below in "XII. Additional Terms/Provisions sub chapter D ) to which this Agreement applies, however CLIENT acknowledges and agrees that other businesses, in the same or different industries, may use the toll free number in any other state. Exclusivity is strictly limited to the states as indicated on Exhibit A at A-3. II. Acknowledgments A. CLIENT acknowledges, understands and agrees that the limited use of toll free numbers granted herein by PROVIDER to CLIENT shall include the limited right of CLIENT to identify toll free number as stated in Exhibit A at A-4 in CLIENT’S marketing and advertisement programs to facilitate recognition and recollection of PROVIDER’S toll free telephone number. CLIENT further acknowledges covenants and agrees that CLIENT will not acquire any proprietary rights to the use of the vanity number or words as stated in Exhibit A at A-4 other than as set forth within this agreement. B. CLIENT understands, acknowledges and agrees that PROVIDER may permit access to or use of the PROVIDER’S toll free telephone number to other persons and/or entities conducting related business in areas outside the geographical area to which this Agreement applies. C. CLIENT hereby releases and forever discharges PROVIDER, it’s owners, stockholders, members, employees, agents and representatives from any and all liabilities, claims, causes of action or administrative or other proceeding of whatever kind or nature arising out of or related to interruptions of service whereby PROVIDER is unable to provide CLIENT use of or access to PROVIDER’S toll free telephone number as a result of matters or circumstances beyond the exclusive control of PROVIDER, including but not limited to power outages, area code or numeric routing changes, zip code changes, unavailability of phone service, acts of nature and/or God, labor disputes, legal rulings or orders, enactment of statutes or regulations, etc. D. CLIENT expressly and unequivocally assumes any and all risks related to, arising out of, or attendant to any interruptions or termination of service, including but not limited to rulings by any government body, or a Court of competent jurisdiction, whereby PROVIDER is unable to provide CLIENT use of or access to PROVIDER’S toll free telephone number. E. CLIENT understands, acknowledges and agrees that PROVIDER neither warrants promises or guarantees that the toll free numbers, at A-2 and A-4, is or will forever be free from lawsuits or claims about trademarks issues. CLIENT understands, acknowledges and agrees that prior to entering this agreement the CLIENT has exercised its full due diligence in researching any trademark infringement issues that could arise from the use of toll free numbers. CLIENT expressly and unequivocally assumes any and all risks related to, arising out of, or attendant to any lawsuits or out-of- court settlements of trademark infringement. CLIENT hereby releases and forever discharges PROVIDER, its owners, stockholders, members, employees, agents and representatives from any and all liabilities, claims, and causes of action or administrative or other proceeding of whatever kind or nature arising out of lawsuits or out-of-court settlements of trademark infringement. III. Payment and Fees A. Monthly Fee: CLIENT shall pay PROVIDER a monthly fee by VISA , MASTERCARD, Discover or American Express Credit card number ___________________________________________ Expiry date ________ CVV Code ________ (3 number code on back of card) Name of cardholder ______________________________________________ Billing address ____________________________________________________ for the right to receive telephone calls to PROVIDER’S number originating in the geographical area specified. B. Usage Billing: CLIENT agrees to automatic charge of his credit card at the rate charged as stated in Exhibit A for the monthly fee and usage rate. C. Late Fees: In the event of a monthly or automatic payment that does not go through, the monthly fee shall be paid in full by CLIENT to PROVIDER no later than five (5) days after the initial attempt of automatic payment. Any payments received by PROVIDER more than five (5) days after the initial attempt of payment shall be subject to a late charge. Any other payment due under this agreement and not paid by client for more than (5) days after the due date shall also be subject to a late charge. Late charges shall be equal to five percent (5%) of the total past due balance. Also, if any monthly statement is not paid in full by CLIENT to PROVIDER within ten (10) days of its the initial attempt or automatic payment attempt, CLIENT shall be in default under this agreement, and service as described herein can be suspended. Such suspension shall be preceded by a five (5) day notice to correct the default. If CLIENT fails to correct the default within said five days, this Agreement shall terminate without further notice, notwithstanding any other provision herein to the contrary. Notice shall be sufficient emailed to CLIENT at the email address provided at the end of this document. Client agrees that in the event of the Client’s e-mail address changing, it will be the client’s responsibility to inform the PROVIDER of the change via an email to this affect to the PROVIDER. IV. Representations by CLIENT CLIENT represents and warrants that CLIENT does not have and shall not assert any rights of portability, including but not limited to the right to select the primary interexchange carrier furnishing Toll-Free service access or control (i.e. the right to determine termination points or issue any orders to long distance vendors) with respect to PROVIDER’S number. V. Representations by PROVIDER PROVIDER represents and CLIENT acknowledges and agrees that the selection of PROVIDER’S long distance carrier, and exclusive control, including, but not limited to the right of portability and the right to select the interexchange carrier furnishing the Toll- Free service access of PROVIDER’S number belongs to and is controlled exclusively by PROVIDER. VI. Termination/Suspension of Services A. If CLIENT fails to comply with any term, condition, warranty or representation within this Agreement this Agreement shall terminate. B. In no event shall PROVIDER’S exercise of its discretion not to terminate this Agreement for failure of CLIENT to comply with any term, condition, warranty or representation of this Agreement constitute a waiver of PROVIDER’S rights hereunder to terminate this Agreement at the sole discretion of PROVIDER. C. Taxes and miscellaneous costs – Any increase of applicable sales, use, excise, public utility or other taxes, fees or regulatory costs, including without limitation E911- related fees or costs, or charges imposed on PROVIDER as a result of providing the Service (“TAXES”) will be added to clients invoice or if required by law. Additionally, PROVIDER may impose any actual increase in per minutes costs charged to PROVIDER and a recovery fee in order to recover costs associating with regulatory compliance by PROVIDER. Such a fee is not a tax. VII. Limitation of Liability A. CLIENT acknowledges that a change in any statute, rule and/or policy from the Federal Communications Commission ("FCC") or any governing body, or an interpretation of any existing statute, rule and/or policy of the FCC") or any governing body, could result in a finding that a provision or provisions of this Agreement is or are illegal, invalid, void, or that the entire Agreement is illegal, invalid or void; CLIENT agrees that in the event of any of the foregoing, CLIENT’S sole and exclusive remedy shall be CLIENT’S right to a refund of any advanced monthly service fees for which CLIENT has not received service. B. PROVIDER makes no warranties, express or implied, including but not limited to, any warranty of merchantability or fitness for a particular purpose of use. In no event shall PROVIDER be liable to client or any other person or entity for indirect, consequential, punitive or special damages, including but not limited to lost revenues or profits, failure features, even if PROVIDER has been advised of the possibility thereof. VIII. Benefit and Burden This Agreement shall bind and inure to the benefit of the parties hereto and their legatees, distributees, estates, executors, administrators, personal representatives, successors and assigns and all other legal representatives, but no assignment by CLIENT, voluntary or by operation of law shall be binding upon PROVIDER, without the prior written consent of PROVIDER, at PROVIDERs sold discretion and for any reason. IX. Regulatory Matters Should a governmental or court ruling be rendered which would have the effect of vesting Toll-Free number portability rights to the number listed herein to any party other than PROVIDER, PROVIDER may, at its option, immediately terminate this Agreement. In the event of a termination under this paragraph, PROVIDER may immediately cease performance hereunder and may retain any initial Fee and Monthly Fee paid by CLIENT, in such event, PROVIDER shall return to CLIENT the Deposit after deducting any outstanding unpaid billings or other charges to CLIENT, whether by PROVIDER or its primary interexchange carrier. X. Miscellaneous Provisions A. This Agreement is hereby deemed by the parties to have been entered into in Broward County, state of Florida. This Agreement shall be solely construed and interpreted under the laws of the State of Florida (without giving effect to its choice of law provisions), and applicable provisions of Federal law. Venue in any action to enforce any term or condition of this Agreement shall be only in the County of Broward, State of Florida. By executing this Agreement, each party hereto willingly and intentionally agrees to be subject to the personal jurisdiction of any and all courts of law located in Broward County, State of Florida. B. This Agreement may be executed in more than one part by the parties hereto, each of which shall be deemed an original, and which together shall constitute one and the same agreement. Notice required by the terms of this Agreement shall be directed to the address for each party as shown below. A faxed signed document shall be a valid and a binding contract. XI. Duration and Renewal This Agreement shall be effective on the date of acceptance by PROVIDER and automatically renew for additional one (1) month terms, unless CLIENT provides notice of termination through email no less than thirty (30) days prior to expiration of this Agreement. CLIENT ALWAYS HAS THE RIGHT TO RENEW UNLESS client is in default. XII. Additional Terms/Provisions A. In the event PROVIDER selects and contracts with a primary interexchange carrier other than MCLEODUSA, CLIENT agrees to be bound by and shall comply with any and all changes in the terms and conditions of this Agreement as shall be required by its successor. B. The relation between the parties hereto is that of independent contractors, and nothing herein contained shall be construed to create the relations of partners or any other relationship creating vicarious liability, notwithstanding anything contained herein to the contrary. C. CLIENT agrees that it will perform its services in a manner consistent with sound business practices; that all work will be performed in keeping with ANSI standards; and that in deference to PROVIDER’S other CLIENT’S who are using PROVIDER’S toll free telephone number, CLIENT agrees that it will perform its services in an ethical manner and will refrain from any conduct which would be harmful or damaging to the integrity and image associated with the term toll free phone number. D. The CLIENT’S Marketing area is for the number is limited to the areas as stated on Exhibit A at A-3. E. The number shall be used only for ANY LEGAL PURPOSE. F. The CLIENT agrees for PROVIDER to charge on CLIENT’S Credit Card (directly) for any amounts due on a MONTHLY basis. Customer agrees that PROVIDER may request credit information from third parties and authorizes the release of such information as part of this agreement at any time during or prior to this agreement. PROVIDER may at any time discontinue service and terminate this agreement or require customer to deposit funds as security without incurring any liability for any of the following reasons: a. Non-payment by client of any sum due to PROVIDER for service for more than (20) days after date of invoice for such service. b. If client provides false or misleading Customer credit, billing or other information. c. The filing of any voluntary or involuntary Petition in the bankruptcy court which names client as the debtor d. If PROVIDER is ordered or requested to terminate service by a governmental entity, agency or court. e. If PROVIDER detects fraudulent use of its services. Client is responsible for payment of all charges for services furnished to client. This responsibility is not changed by virtue of any use, misuse, or abuse of client’s service, systems, equipment or facilities undertaken or caused by third parties, including without limitation clients employees XIII. Fees Shared Usage Charge starting as stated on Exhibit A at A-7 in the amount as stated on Exhibit A at A-5 plus Per Minute Rate as stated at A-6. Both parties have executed this Agreement on the date stated on Exhibit A at A-8. PROVIDER may increase the rates, monthly recurring and other charges in this Agreement after one year from the signing date at Exhibit A at A-7, but only to the extent of the lesser of five percent per year or the rate of inflation known as the consumer price index as reported by the government or other federal agency. Exhibit A at A-9 shows the TERMINATION NUMBER, where you want your calls to go. Length of Offer: CLIENT understands and agrees that the toll free numbers are licensed on a "first come, first serve" basis, and at PROVIDER’S sole discretion so, therefore this contract to license shall be valid only after acceptance by PROVIDER. Client also agrees that they have no rights, implied or not implied, to the toll free numbers in this agreement in the event the offer is not accepted by PROVIDER within Twenty Four hours. PLEASE SIGN HERE THAT you agree to all the terms in this agreement and Exhibit A & that you represent that you have the full power to bind the client to the terms of this agreement: _____________________________________ ____________________________ Signed Print Name Your Address _________________________________________________________ City/State/Zip _________________________________________________________ Email Address ___________________________________________________ WHEN SIGNED above by client AND signed below by the President of Advertising Consultants Worldwide Inc this is a valid agreement: _____________________________________________________________________ BY: Advertising Consultants Worldwide Inc.