1. DESCRIPTION OF SERVICES. Certified Luxury Builders Network, LLC. will provide to Recipient the services described in the attached Exhibit (collectively, the "Services").
2. PAYMENT. Payment shall be made to Provider in regular payments on a per monthly basis until completion of the program or termination of this Agreement.
The provider has the option to treat failure to pay as a material breach of this Contract and may cancel this Contract if remedies are not reached within 30 days after notified.
3. TERM. This Contract may be terminated by either party upon 30 days' prior written notice to the other party. An email notice by one party will suffice.
4. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the "Work Product") developed in whole or in part by Provider in connection with the Services will be the exclusive property of Provider. Upon request, the Recipient will execute all documents necessary to confirm or perfect the exclusive ownership of the Provider to the Work Product.
5. CONFIDENTIALITY. Provider and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Provider, or divulge, disclose, or communicate in any manner, any information that is proprietary to Recipient. Provider and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. Any oral or written waiver by Recipient of these confidentiality obligations which allows Provider to disclose Recipient's confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.
6. WARRANTY. Provider shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in Provider's community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to Provider on similar projects.
7. FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates. Each party agrees to mutually indemnify and hold harmless the other party against any losses associated with or as a result of a breach of contract.
8. DISPUTE RESOLUTION. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the Alternative Dispute Resolution (ADR) procedure.
Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction.
9. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
10. AMENDMENT. This Contract may be modified or amended in writing by mutual agreement between the parties if the writing is signed by the party obligated under the amendment.
11. GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of Florida.
12. NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
13. ASSIGNMENT. Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.
The Mastery program includes a bi-monthly (1) hour conference call with your team and Trusted Advisor & topic experts, off-line activities, complete systems, process documents, and support material. The program covers (4) critical Focus Areas of your business. The sequence of the Focus Areas covered, and timing of the program is tailored to each member’s business needs.
The first month of the program will be focused on collaborating with the Member and Management Team to learn and implement the CLB Operating System. This system helps our members get organized, define their trajectory, and accelerate. Within the framework, members will refine their current business strategy, expanding on the 1-Year Plan developed during the 30-Day Experience.
FOCUS AREA-1 Business Management Best Practices
FOCUS AREA-2 Brand - Sales - Marketing
FOCUS AREA-3 Operations - HR
FOCUS AREA-4 Finance - Accounting - Taxes - Audits
Both parties agree to the following terms and guidelines:
Member agrees to share photos of projects built by Member and other business information while an active network member with CLB and all other active Network members. The use of images, information, and all services provided by CLB and other CLB Network members is available to all active members following CLB Network, LLC. Membership Guidelines.
All active Members shall have use of CLB services listed and CLB brand images.
Member’s licensing agreement is terminated at such time that active membership ceases. Guidelines are listed below with specific damages for failure to comply with all terms. Member ceases to be active if they have failed to pay their monthly membership fee, or if they have been notified by CLB of cancellation of their membership.
Upon cancellation, Member agrees to remove, or delete, or allow CLB to cancel all services provided, remove, or delete from Member website and profiles all digital information, graphics, and photos, as well as all social network profiles, including, but not limited to Houzz.com and LinkedIn.com. CLB shall have the right to cancel and remove all subscription services from the possession and use by Member.
Member agrees to hold harmless CLB from any and all business decisions implemented on behalf of or by Member. Member is an independent business entity and not a subsidiary or franchise of CLB. Specific Damages: If Member has canceled and fails to comply with the above terms, Member shall owe CLB the regular monthly fees for membership and subscription for each month, or part of a month, that they fail to comply with the terms of this agreement.
CLB and its members, agree to stop all use of images and information provided by the former Member. Any images or references used in materials printed prior to a Member cancellation may be continued to be used but may not be used for reprint.
Member is the owner of any images or information they provide to CLB to share with CLB Network, LLC. CLB is not responsible for any images, processes, systems, or consultation that members purchase through contractors introduced by CLB Network, LLC. or its members.
CLB Finance
AGREEMENT FOR FINANCIAL OUTSOURCING SERVICES
This Agreement for Financial Outsourcing Services (the “Agreement”) is made this October 21st, 2019 (the “Effective Date”) by and between Certified Luxury Builders Network (“CLBN”) and its “Client”.
General CLBN offers services outlined in the scope of work and services below and they may be similar to those of an internal accounting and finance department. The client desires to have CLBN provide such services for Client.
The scope of services associated with this agreement are outlined in the Addendum attached herein. The parties hereby agree that unless terminated pursuant to other provisions of this agreement, CLBN shall provide such services to Client under the terms of this Agreement. The methods employed by CLBN to accomplish the Client’s objectives shall be mutually agreed upon and shall be adequate to maintain records required in the ordinary course of the Client’s business. Such methods shall be documented in writing and the authorized signatures of each party shall indicate agreement.
Services Not Included CLBN is not a registered Certified Public Accounting Firm and will not provide services ordinarily provided by that profession including attest functions and income tax preparation. In addition, Client understands that CLBN is not serving in the capacity of Chief Financial Officer of Client and does not assume any liabilities that would reasonably be associated with that level of position. Client acknowledges and agrees that financial statements prepared by CLBN will be provided to third parties only after adequate notice is given to CLBN for proper preparation. CLBN recognizes that Client routinely shares its monthly financial statements with third parties. CLBN consents to provide said statements for this purpose. In the event Client wishes to distribute financial statements prepared by CLBN to third parties, CLBN will compile such financial statements in accordance with professional and ethical standards and will issue a compilation report thereon after it has received adequate notice and all necessary information from Client. A compilation is limited to presenting, in generally accepted financial statement format, information that is the representation of Client. CLBN will not issue an opinion or any other form of assurance on those financial statements.
Fees associated with this agreement have been outlined in scope of work and services.
Termination Either party without cause may terminate this agreement with written notice subject to the following terms and conditions. CLBN agrees that if it terminates the agreement, it will continue to provide services from the date of notice for forty-five (45) days so long as all fees are currently paid as scheduled. Client agrees that if it terminates the agreement, it will continue to pay CLBN regularly scheduled fees from the date of notice for a period of forty-five (45) days whether it chooses to have CLBN continue performing such services or not. If Client is unable to pay its scheduled fees to CLBN, all services provided by CLBN can be terminated immediately and Client agrees that notice is waived. If in the future Client decides to switch to a different system Client agrees to pay any license fees or other costs related to the transfer. Client agrees that all fees in arrears will be paid as soon as funds are available even if services have been terminated.
Authority Granted to CLBN Client shall grant to CLBN the authority to record transactions, reconcile accounts, prepare and send out checks (with a signature stamp) and prepare financial statements. Such authority shall not include the right to hire or fire Client’s personnel or to sign income and employment tax returns. Approval for preparing and sending checks is done by Client via return receipt of a Bills Register from an approver designated by Client. All management decisions made in the regular course of business shall rest with Client. All decisions, including employment issues, related to CLBN’s operations shall rest with CLBN.
Recruitment of CLBN Employees If Client chooses to employ any current or former employees of CLBN whose last day at CLBN was within twelve (12) months of the first date of hire at Client, Client agrees to pay CLBN a recruiting and training fee equal 50% of the average annual salary of the subject employee calculated using the average monthly salary of the last six months salary paid to the employee while at CLBN times twelve (12). For example, if the subject employee was earning $3,200 per month on average for the last six months of employment, then the fee paid from Client to CLBN would be 50% x $3,200 x 12 or $19,200.
Recruitment of Client Employees If CLBN chooses to employ any current or former employees of Client whose last day at Client was within twelve (12) months of the first date of hire at CLBN, CLBN agrees to pay Client a recruiting and training fee equal 50% to the average annual salary of the subject employee calculated using the average monthly salary of the last six months salary paid to the employee while at Client times twelve (12). For example, if the subject employee was earning $3,200 per month on average for the last six months of employment, then the fee paid from CLBN to Client would be 50% x $3,200 x 12 or $19,200.
Legal Matters CLBN will make every reasonable effort to ensure that accounting entries are accurate, but Client understands that mistakes can be made in the same way that a traditional employee can make mistakes. Accordingly, Client agrees that CLBN’s liability will not be greater than the liability of an ordinary employee of Client.
CLBN requires that it be limited to having “read-only” access to any bank, investment or other financial accounts as well as payroll. Client is responsible for working with its respective financial institutions or other providers to ensure that it only provides access to CLBN for purposes of reading information and nothing more.
Since CLBN has no authority to determine which of Client’s creditors are paid, and when they are paid, CLBN and its employees will not be “responsible persons” with regard to the collection and payment of federal and state payroll taxes.
CLBN uses commercially reasonable practices, including password protection, security profiles and firewalls, to ensure that Client data is disclosed only to CLBN and Client authorized users. However, Client acknowledges that there can be no guarantees of protection from data loss or theft and CLBN and its service provider(s) cannot, and do not warrant or guarantee that third parties cannot or will not intercept or modify client data.
CLBN agrees to store certain Client data on its premises and agrees to use commercially reasonable practices, including backup practices, to host the data with no unplanned interruptions of service and no loss of Client data. However, CLBN cannot warrant that such events will not occur. In the event of any loss or damage to the data CLBN agrees to use reasonable efforts to provide Client with the most recent backup of the system or data.
CLBN agrees to maintain the accounting software package and supporting network infrastructure that exist within the premises of CLBN. This will require periodic updates to be performed, during which time access to Client’s accounting records may be unavailable. CLBN will use reasonable best efforts to inform Client prior to proceeding with said updates. Client agrees that this is acceptable. Client also agrees that CLBN is not responsible for loss of access to accounting records due to failures of third-party equipment or services.
In the event the Internal Revenue Service or any state taxing authority examines Client’s income tax returns, or if the company or its owners become involved in litigation, CLBN may be required to provide financial information to the IRS, state or third parties. In such event, CLBN will notify Client immediately upon the receipt of any subpoena or request for information. CLBN will not disclose any financial information without prior consent from Client unless compelled to by force of law. CLBN will have to respond to any subpoena or court order in a timely manner as required by law.
All documents separate and apart from the Agreement used in determining the responsibilities of both Client and CLBN shall be considered addenda to the Agreement when properly executed by both parties. Addenda to the Agreement shall not supersede any provision of the Agreement unless expressly stated in such addenda.
Each party represents to the other that it is a valid legal entity and in good standing under the laws of the state of its incorporation or residence. Each party represents that it has all the requisite legal power and authority to execute, deliver and perform its obligations under this agreement; that the execution delivery and performance of this agreement has been duly authorized; that this agreement is enforceable in accordance with its terms; that no approval, authorization or consent of any governmental or regulatory authorities is required to be obtained or made in order for it to enter into and perform its obligations under this agreement. The laws of the State of Arkansas shall govern this agreement.
Client agrees that any dispute that may arise regarding the meaning, performance or enforcement of this agreement will, prior to resorting to litigation, be submitted to mediation and that the parties will engage in the mediation process in good faith once a written request to mediate has been given by any party to the agreement. Any mediation initiated as a result of this engagement shall be administered within the county of Collier, FL by an appointed mediator, according to its mediation rules, and any ensuing litigation shall be conducted within said county, according to Florida law. The results of any such mediation shall be binding only upon agreement of each party to be bound. The costs of any mediation proceeding shall be shared equally by the participating parties.
Except as expressly provided herein, CLBN hereby excludes all warranties, whether express or implied by operation of law, course of dealing, trade usage, representation statements, or otherwise including, but not limited to any implied warranty of merchantability or fitness for a particular purpose.
Accounting and Bookkeeping Weekly:
• Bank account reconciliations
• Record credit card activity and reconciliation
• Accounts payable
• Bill payment
• Bank account reconciliations
• Record credit card activity and reconciliation
• Accounts payable
• Bill payment
Monthly:
• Controller review of accounting
• Accountant review of bookkeeping
• Monthly journal entries and accruals
• General ledger maintenance
• Depreciation and fixed assets
• Formal monthly closing of the books, properly accrued, expenses matched
• Financial statements prepared, reviewed and sent by the 25th of each month
• Hosting QuickBooks Enterprise
Additional costs:
• Hosting costs for one user is included. $75/user/month for any additional user.
This includes cloud hosting costs, support, maintenance and future upgrades to QuickBooks
• The annual cost of labor (accounting and finance) adjustment (estimated not to exceed 4% per year)
• Any additional time spent out of scope billed at $125/hour
Our fees outlined above are based on the following assumptions:
• Tasks and responsibilities needed to be covered by Client staff (including, but not limited to):
• CLBN requires a limited level of clerical support from Client, usually less than 5 - 10 % of a full-time equivalent person
• CLBN and Client will work together to successfully develop and implement processes, procedures and policies that allow for maximum efficiency and scalability while preserving compliance and quality
• CLBN to get direct access to Client personnel as needed in order to get information, resolve issues and get answers to questions
• Client will provide CLBN with timely bank statements, preferably on-line
• CLBN does not field any calls from customers or others seeking any form of customer support
• Client agrees that any access provided be “read-only” access such that CLBN has authority only to read information
• Timely receipt of all information needed to complete our scope of work. CLBN will be responsible for establishing deadlines that provide a reasonable amount of time to complete our scope of work
• Final financials provided by the 25th of each month. This is dependent upon getting all information from Client as required by CLBN and agreed upon by Client.
• Other activities requested that CLBN can perform for Client would be billable at an hourly rate by labor type
• Client will provide coding assistance on bills.
