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BOSS |
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OPTIMA |
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Congratulations,
You have been selected to register for a
temporary license, that will allow you to
be issued work by our
company. Please fill out the registration form
below to register with our company .
Upon completion of this registration, simply
press the submit button on the bottom of this
page.
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s
Exsisting Business
Information |
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Boss Optima Work Agreement |
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(Please sign in all of the
yellow
areas) |
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The
function of the Boss Optima
Temporary license
Agreement. This Agreement has 4
functions:
O-
To give our proven compatible
National Partners a path to true
account ownership in our company
once they have worked with us for
one year.
O- To protects the
company known as Boss Optima from
any partner diminishing our
company's reputation, quality
standards or operating standards.
O- To make it extremely easy
for Boss Optima to revoke a
partnership if a Partner is
diminishing our company's
reputation, quality standards or operating standards.
O- To
put us in the boat together ‘long
term” and give you a long term
mindset towards your business with
us. For you to start thinking like a
Boss Optima future owner.
BOSS OPTIMA INC.
Service Department Business
Partnership Agreement
between:
BOSS OPTIMA
Inc., An Arizona
corporation with its principal
office at 1201 S Alma school Road
#10950 Mesa, Arizona 85210
("BOSS OPTIMA"), And
herby referred to as ("Partner"). As
of today
.
Subject to the requirements,
provisions and terms of this
agreement, a territorial temporary
license for the rights to operate as a
subcontracted Service Department Business for Boss
Optima Incorporated is herby
granted to :
Assigned
Territory Subject to the provisions of this
agreement, this temporary license is
issued for the territory
defined as: 35 miles around the
physical address:
This contract defines all
guidelines, terms and provisions for
possession, retention of this
temporary license. This
contractual agreement gives
management of this temporary license
until:
□ The temporary
license is revoked by the National
Headquarters of Boss Optima due to
operating violations or failure to
perform issued services .
Or
□ The temporary license is
revoked by The National Headquarters
of Boss Optima for any violation of
the terms of this contract. This
agreement also defines the
guidelines, terms and conditions the
Partner must adhere to, to retain
this operating agreement and
temporary license.
For the
purposes of this contractual
agreement , here on forward, the
Temporary license manager ,
is referred to as a “Partner”.
INTRODUCTION
SECTION 1. RECITALS AND DEFINITIONS
A. RECITALS
Boss Optima has dedicated time,
skill, effort and money to develop a
high quality business for delivering
a variety of services to customers.
These services include drapery
cleaning, carpet cleaning,
upholstery cleaning, area rug
cleaning, mattress cleaning, tile
cleaning, air duct cleaning, fabric
treatments and other such services
as Boss Optima may specify from time
to time. Boss Optima reserves the
right to operate company owned
Service Department divisions. And
license others to operate Service
Department businesses using
distinctive uniform business
formats, signs, equipment, layouts,
systems, methods, procedures,
designs, and marketing and
advertising standards and formats
(The "BOSS OPTIMA System") and the
Marks (as defined below) all of
which Boss Optima may modify at any
time without consent from any
Partner.
Partner has applied
for a Service Department Business
Temporary license to operate a
business under the Boss Optima
System and Marks (a "Business").
Boss Optima approves applications
relying on all of the
representations made in the
application for the Service
Department Business and the 1 year
trial period mandated initially.
B. DEFINITIONS For purposes
of this Agreement, the terms listed
below have the meanings that follow
them. Other terms used in this
Agreement are defined and construed
in the context in which they occur.
Marks "Marks" are the trademarks,
logos,service marks, website
material,website pictures, website
information,printed material
pictures, trade dress and other
commercial symbols Boss Optima or
Boss Optima's affiliates use or may
acquire to identify the services
offered under the Boss Optima
System, including the mark "BOSS
OPTIMA" or “BOSS SERVICES”.
Marks also include the marketing
terms:
□5 Step Cleaning
□Optima Warranty
□Demo Guarantee
□The Art Of Clean
The Boss
Optima “National Close Out Bay"
means the intranet system maintained
by Boss Optima or its designee for
authorized users, including Partners
who enter into and abide by any
applicable agreement concerning
terms of use, which agreement may be
amended from time to time by Boss
Optima in its discretion.
Service Department Business "The
Service Department Temporary
licensed Business" or “Service
Department Business” is the business
designated for operation pursuant to
this Agreement" The Business” is the
business operated by the partner
pursuant to this Agreement" The
Operating Business Or Temporary
Licensed Business "The Operating
Business” or “Temporary licensed
Business” is the business temporary
licensed for operation pursuant to
this Agreement" Boss Optima System
“Boss Optima System” is the
distinctive uniform business
formats, signs, equipment, layouts,
systems, methods, procedures,
designs, techniques, strategies,
relationship to the Boss Optima
National Headquarters and marketing
and advertising standards and
formats temporary licensed for
operation to this agreement.
Territory “Territory" is the
geographical area described in Page
1 of this Agreement.
1.0 Section 1 Temporary
license Issuer Reserved Rights:
1.1□This temporary operating
license is issued by the National
Headquarters of Boss Optima
otherwise known as Boss Services. Or
Boss Optima Located at 1201 S Alma
school Road, Mesa Arizona 85210.
Boss Optima reserves the right to
stipulate all guidelines, policies,
terms, requirements and clauses
related to the issuing and retention
of this temporary license. Boss
Optima also reserves the right to
modify the terms of this
contract at any time without consent
from any Partner.
1.2□ Grant
Of Temporary License/Term Subject to
the provisions of this Agreement.
Boss Optima grants Partner a Service
Department Business ("the Business")
to operate the Service Department
Business to provide services to
Boss optima customers in the
exclusive territory defined in this
agreement only. And to use the Marks
and Boss Optima System in the
operation of the Service Department
Business until the temporary license
for the Service Department Business
is either converted to an
ownership license for the partner
revoked by the Boss Optima National
Headquarters. Boss Optima may in its
sole discretion determine which
goods and services are included and
performed in the Service Department
Business. Partner may not operate
the Service Department Temporary
licensed Business anywhere outside
of the defined Territory unless
authorized by Boss Optima in
writing in the form of an issued
invoice or work order.
1.3□
Temporary license Issuer Reservation
Of Rights Generally Boss Optima
also expressly reserves the right to
develop and engage in other lines of
business offering and selling goods
or services under the Marks or under
other marks and is not obligated to
make such goods and services part of
the Partners Service Department
Business. Boss Optima further
reserves to itself, its affiliates,
its subsidiaries, and its related
company's the rights to Issue
operating licenses others to open
businesses using the Boss Optima
System and the Marks within the
Territory of this agreement.
1.4□ National Account Issuing
Boss Optima shall have the exclusive
right to contract with any National
Account for provision of National
Account Services regardless of where
the account is headquartered and
regardless of whether PARTNER or any
other Boss Optima Partner has
provided services to the National
Account before Boss Optima entered
into the contract with the National
Account. Should BOSS OPTIMA
establish a contract for the
provision of National Account
Services that include facilities of
the National Account located in
PARTNER'S Territory, Boss Optima
shall offer PARTNER the first option
of providing the services to the
National Account at those facilities
in PARTNER'S Territory at the prices
and subject to the contract
requirements negotiated by BOSS
OPTIMA with the National Account. If
PARTNER accepts the project, unless
otherwise agreed by Boss Optima Boss
Optima will collect all amounts due
from the National Account and remit
to PARTNER the amount due for
services the PARTNER provided to the
National Account, which BOSS OPTIMA
will retain for its own account.
Should PARTNER decline to accept
this option, Boss Optima will have
the unfettered right to fulfill the
contract requirements to the
National Account in the Territory in
any manner it deems suitable in its
1.5□ Branding Design
Specifications Boss Optima will
provide all specifications for all
aspects of the Boss Optima brand
marks, Vehicles, including the color
and use of the Boss Optima logo
decals and printed material. Partner
must ensure that the Boss Optima
Vehicles present a professional
image according to BOSS OPTIMA's
standards.
1.6□ Service
Design Specifications Boss
Optima will provide all
specifications for all aspects of
the Boss Optima service standards,
service specifications, service
procedures and cleaning strategies.
Partners will be consulted as deemed
necessary by Boss Optima to ensure
effective performance of these
operations. Partners are not granted
any authority to redesign, alter or
modify service design
specifications.
2.0 Section
2 Issued Services Definition,
Guidelines And Clauses
2.1□ Under the terms of this
contract, Partner is allowed to only
service customers that are
generated, originated or created by
the Boss Optima National
Headquarters. Under no circumstances
is Partner to perform a service
representing Boss Optima or its
brand without direct customer
origination or generation from the
National Headquarters. Any customer
serviced by the Partner who is not
originated by the Boss Optima
Headquarters will be considered a
“Side job”. Performing side jobs is
a violation of this contract.
Partner is only authorized to
perform services as a Boss Optima
representative for “National
Headquarters Issued customers”.
2.2□ Partner agrees to represent
Boss Optima as a ‘Service Department
Business only”. Absolutely no form
of sales, marketing or promotion for
the creation of new customers is to
ever be performed by the Partner
under any circumstances. This
temporary license grants rights to
perform Boss Optima headquarters
issued work only.
2.3□ In
addition, absolutely no form of
“side jobs” or generated unreported
income from a Boss Optima customer
is ever to occur by the Partner.
2.4□ If a product or service is
ever sold to a Boss Optima Customer
and is not reported on the daily
close out procedure. This will be
considered a violation of this
clause and this contract. And gives
Boss Optima just cause to revoke
Partners temporary license.
2.5□ In the event that there is
cause or evidence to suspect that
this contract clause is violated,
the management of the National
headquarters will use personal
judgment to determine if violation
has occurred. Penalty for violation
of any of the above clauses is : The
Boss Optima National headquarters
will automatically revoke Partners
temporary license. And will reserve
the right to issue the temporary
license to another party with no
compensation due to previous
Partner.
2.6□ Client
Stealing/Infringment Or Sidework
Generation
BOSS
OPTIMA WILL NOT TOLERATE ANY FORM OF
INDIVIDUAL PARTNER MARKETING OR SALE
OF SERVICES TO BOSS OPTIMA CLIENTS.
ANY FORM OF CLIENT STEALING, CLIENT
INFRINGEMENT OR “SIDEJOB” ARRANGING
WILL RESULT IN PARTNER HAVING THEIR
TEMPORARY LICENSE REVOKED. AND AN
AUTOMATIC $1000.00 PENALTY FEE
DEDUCTED FROM THE TEMPORARY LICENSED
HOLDERS MONIES OWED AT THE TIME OF
VIOLATION.
2.7□
Neighbor And Word Of Mouth Clause.
When Partner is performing service
at a customer’s home; in the event a
neighbor or any other person
expresses an interest in one of our
services. That client is considered
a Boss Optima client. Our policy is
that the Partner/Employee call the
office and have a sales person talk
to the client directly. This type a
customer is called a “Referral”.
Partner are paid 50% of the money
out for a generated referral client.
And 60% of any In Home Sales
generated from a referral client.
Partners are not to ever give a
Referral any personal business
Contact information. Violation of
this policy is subject to Partner
having their temporary license
revoked and being fined up to $1000
per infraction. When at a Boss
Optima job, Partner is representing
Boss Optima/Boss Services. Any
contact Partner has with a potential
client who shows interest in service
while at a Boss Optima Customers
premises must be directed to our
sales department. When a customer
refers a neighbor or endorses our
work they are endorsing the Boss
Optima/Boss Services brand. This
must not be compromised or confused
in any way with your personal
business. This clause is strictly
enforced.
2.8□ Client
Stealing Or Side Work Generation
Temporary license Repossession
Process. By signing this agreement
Partner agrees and understands that:
In the event that the management of
Boss Optima National Headquarters is
able to verify that any side jobs,
individual marketing, product sale
or service sale to a Boss Optima
customer has been completed by the
Partner, for any Boss Services
clients. Partner will have their
temporary license immediately
revoked. And Partner agrees to pay a
$1000 penalty or forfeit final 2
paychecks (Whichever is greater) to
Boss Optima. Determination of this
violation will be determined by the
management of Boss Optima only. In
the event the working partnership
between Boss Optima and Partner is
terminated, Partner agrees to never
market or solicit work from Boss
Services Clients. If this clause is
violated by the Partner ,Partner
agrees to pay Boss Services a $1000
penalty fee for each customer who
was solicited. I have read the above
clauses and fully agree to all terms
:
3.0 Section 4 Partner
Basic Operating Requirements
3.1□
Service Fulfillment Guidelines
Required for Temporary license
Retention. By the terms of this
contract, Partner understands that
they are a licensed Boss Optima
“Service Department” in their
defined territory. The Partner
understands that if they are unable
to perform services in their defined
territory for a period of time that
puts economic stress on the National
Headquarters, (this is determined by
the management of the national
headquarters) the National
Headquarters reserves the right to
revoke the Partners operating
temporary license. And will reserve
the right to issue the temporary
license to another party with no
compensation due to the Partner. And
without any required term or time
notice to the Partner.
3.2□
In the event that the Partner is
unable to perform issued services to
issued customers. Boss Optima
headquarters management will use
personal judgment only to determine
if it is is in the best interest of
the National Headquarters to revoke
the Partners temporary license to
ensure the stability and continuity
of the company in that territory.
Again this will be at the discretion
of the management of the National
Headquarters only.
3.3□ As a
Boss Optima Service Department
Business, Partner is required to
provide the following elements to
all customers for all “National
Headquarters Issued Services”
Partner agrees to be solely
responsible provide the following
for every Boss Optima service
performed:
a.) Truckmounted
cleaning unit b.) Fuel c.)
All expenses related to truckmount
and equipment repairs. d.) All
necessary Chemicals and supplies to
perform services. e.) Liability
Insurance with a minimum coverage of
500 thousand dollars. f.)
Computer system with internet access
and a printer for printing work
orders. g.) Full uniform (to
contractually defined dress code)
for all individuals performing
services for Boss Optima customers
in Temporary licensed
holders assigned territory. h.)
All necessary cleaning equipment and
accessories necessary to provide
Boss Optima Services.
3.4□
Partner Job Close Out Requirement.
To ensure the Boss Optima
Internet campaign management and
maximum revenue generation,
Temporary license Holders are
required to close out all Issued
services at the completion of
service using the Boss Optima Cell
Phone Application.
3.5□
Partner Deposit Requirement. To
ensure the Boss Optima Internet
campaign management and maximum
revenue generation, temporary
license holders are required to
deposit all customer collected
monies into a Boss Optima national
bank account by 1pm the day after
service is performed.
3.6□
Partner Redo And Warranty Service
Requirement. Partner is
responsible for performing all redo
and warranty work for services
rendered by the Partner to Boss
Optima customers.(Boss Optima
provides a 30 day service Warranty
to all clients). In the event a
client is so displeased with the
Partners work that another Tech or
cleaning company is requested by the
client. The new Tech/cleaning
company sent receives the Initial
40% commission for the service that
has to be redone. Example: If
Partner performs a service involving
carpet and upholstery. And the
Upholstery has to be redone. The
Redo Tech/ Company is paid 40% of
just the upholstery service.
Partners are not paid for services
that have to be redone by another
Tech or company.
3.7□
Partners Vehicle Magnet/Signage
Agreement And Requirement. Boss
Optima requires vehicle magnets or
signage to be on any service vehicle
being utilized by the Partner when
performing services for Boss Optima
customers. In the event magnets are
lost Partner is liable for magnet
replacement cost. If magnets or
signage become worn or faded due to
normal wear Partner is required to
replace magnets/signage. Penalty for
failure or inability to provide of
any of the above requirements is :
The Boss Optima National
headquarters will reserve the right
to automatically revoke Partners
temporary license. And will reserve
the right to issue the temporary
license to another party with no
compensation due to previous
Partner.
4.0 Section 5
Temporary license Territory
Definition and Provisions
4.1□ Territorial
Temporary licensed Region. This
temporary license grants operating
rights for the territories defined
as : 35 miles around the physical
address:
4.2□ Expanded Region Clause.
Partner is allowed to perform Issued
services in non temporary licensed
regions with written permission From
the Boss Optima National
headquarters as long as the service
is not performed in a territory
Temporary licensed to another party
by Boss Optima. A generated invoice
issued to you by the National
Headquarters is considered written
permission to operate in a non
temporary licensed territory.
Penalty for violation of this clause
is : The Boss Optima National
headquarters will reserve the right
to automatically revoke your
temporary license. And will reserve
the right to issue the temporary
license to another party with no
compensation due to you.
5.0 Section 6
Prohibited Use Of the Boss Optima
Name, Logo Or Brand Characteristics
by Partner.
5.1□
Partner is granted permission to
utilize the Boss Optima logo,
trademarks and brand
characteristics, marketing terms
only with items purchased or issued
through the Boss Optima National
Headquarters or the Boss Optima
website, for the purpose of
performing service for “National
Headquarters issued customers” A
Partner is not allowed to create any
materials with the Boss Optima logo,
name, brand characteristics or any
element of copyrighted website
material. This includes the brand
characteristics “Boss Services” and
any slogan,material or information
used in any Boss Optima advertising
or Sales Dept scripts or websites.
5.2□ In the event that there
is cause or evidence to suspect that
this contract clause is violated,
the management of the National
headquarters will use personal
judgment only to determine if
violation has occurred. Penalty for
violation of any of these clauses is
: The Boss Optima National
headquarters will automatically
revoke Partners temporary license.
And will reserve the right to issue
the temporary license to another
party with no compensation due to
previous Partner.
5.3□ MARKS
AND MANAGERSHIP OF MARKS Boss Optima
has expended time and money to
establish consumer recognition of
and goodwill in the Marks, and must
ensure, for the best interest of all
Partners, proper use of the Marks.
Partner acknowledges that Boss
optima is the manager of the Marks
temporary licensed to Partner by
this Agreement, and that Partners
right to use the Marks is derived
solely from this Agreement. Partner
agrees that usage of the Marks and
any goodwill established from
Partners use shall inure to Boss
optima’s exclusive benefit, and that
this agreement does not confer any
goodwill or other interests in the
Marks upon Partner, other than the
right to operate the Service
Department Business in compliance
with this Agreement. All provisions
of this Agreement applicable to the
Marks shall apply to any other
trademarks, service marks and
commercial symbols which Boss optima
later authorizes temporary licensed
holder to use.
5.4□
LIMITATIONS ON PARTNERS USE OF MARKS
To ensure the consistent use of the
Marks, . Partner agrees to use the
Marks as the sole service marks of
the BUSINESSD BUSINESS unless
otherwise agreed upon by Boss Optima
in writing, provided that . Partner
shall identify himself or herself as
the independent manager of the
TEMPORARY LICENSED BUSINESS in the
manner Boss Optima prescribes.
Partner may not use the Marks as
part of any corporate name or with
any prefix, suffix or other
modifying words, terms, designs or
symbols (other than logos temporary
licensed to . Partner under this
Agreement) or in any modified form
or with any other words or names
affixed, nor may PARTNER use the
Marks in connection with the sale of
any unauthorized product or service.
. Partner agrees to display the
Marks prominently in the manner Boss
Optima prescribes at the BUSINESSD
BUSINESS and in connection with
advertising and marketing materials.
Boss Optima will provide. Partner
with approved advertising and
marketing materials for the
promotion . Partner Boss Optima
business. These materials include a
variety of print advertisements, all
of which have been approved for
PARTNER'S use with the Boss Optima
Marks. . Partner agrees to give the
notices of trademark and service
mark registrations Boss Optima
specifies and to obtain the
fictitious registrations Boss Optima
specifies and obtain the fictitious
or assumed name registrations
possibly required under applicable
law.
5.5□ NOTIFICATION OF
INFRINGEMENTS AND CLAIMS PARTNER
must immediately notify BOSS OPTIMA
of any apparent infringement of the
Marks, or of any challenge to
PARTNER'S use of the Marks, or of
any claim by any person of any
rights in any of the Marks. Boss
Optima has sole discretion to take
appropriate action and Boss Optima
has the right to exclusively control
any litigation or Patent and
Trademark Office or other
administrative proceeding arising
out of any such infringement,
challenge or claim relating to the
Marks. PARTNER agrees to execute the
instruments and documents that Boss
Optima counsel advises to protect
and maintain Boss Optima interests
in the Marks. PARTNER shall render
such assistance, and do such acts
and things as may, in the opinion of
Boss Optima counsel, be deemed
necessary in any litigation or
proceeding instituted to protect
Boss Optima interests in the Marks.
5.6□ MODIFICATION OF MARKS
If Boss Optima decides that the
Service Department Business should
modify or discontinue using any Mark
and/or that the Service Department
Business should use additional or
substitute Marks, PARTNER agrees to
comply with Boss Optima’s directions
within a reasonable time after
PARTNER receives Boss Optima notice.
Boss Optima will reimburse PARTNER
for related reasonable expenditures.
Penalty for violation of any of the
above clauses on this page is : The
Boss Optima National headquarters
will automatically revoke Partners
temporary license. And will reserve
the right to issue a temporary
license to another party with no
compensation due to previous
Partner. In addition Boss Optima
will impose a $1000 penalty for each
infraction.
6.7□SECTION 7
INDEPENDENT CONTRACTOR
RELATIONSHIP
The
parties agree that this Agreement
does not create a fiduciary
relationship between them, that they
are independent contractors, and
that nothing in this Agreement is
intended to make either party a
general or special agent, joint
venture, partner, or employee of the
other for any purpose. BUSINESSE
must be conspicuously identified in
all dealings with third parties,
including customers, suppliers,
independent contractors, public
officials, BUSINESSE personnel and
others, as the manager of the
SERVICE DEPARTMENT BUSINESS under a
business agreement granted by Boss
Optima and must place any other
notices of independent management on
the forms, business cards,
stationery, advertising, and other
materials Boss Optima may
occasionally require. Nothing
contained in this Agreement will
permit or authorize Boss Optima to
direct, limit or otherwise control
BUSINESSE'S professional judgment or
the professional judgment of
BUSINESSE'S employees who provide
professional services at, from or
through the BUSINESS.
6.8□
NO LIABILITY FOR ACTS OF OTHER PARTY
Partner must not employ any of the
Marks in signing any contract,
application for any temporary
license or permit, or in any manner
that may result in liability for
Boss Optima, and Partner must not
use the Marks in any way except as
expressly authorized in this
Agreement. Except as expressly
authorized in writing, neither party
may make any express or implied
agreements, warranties, guarantees
or representations, or incur any
debt in the name of or on behalf of
the other, or represent that their
relationship is other than
franchisor and business. Neither
party is obligated by nor have any
liability under any agreements or
representations made by the other
that are not expressly authorized in
writing. Boss Optima is not
obligated for any damages to any
person or property from the
operation of the Partners business
or the Service Departments business,
whether or not caused by Partners
negligent or willful action or
failure to act.
6.9□ TAXES
Boss Optima will not be liable for
any sales, use, service, occupation,
excise, gross sales, income,
property or other taxes, whether
levied upon Temporary licensed
Holder, the Service Department
Business, or Partners property, or
upon Boss Optima in connection with
the sales made or business conducted
by Partner. Partner will be
responsible for paying all taxes
involved in owning the Service
Department Business. 5.9□
PROPRIETARY INFORMATION AND NON
COMPETING RELATIONSHIP Boss Optima
possesses and will develop and
acquire certain confidential and
proprietary information "Proprietary
Information" and trade secrets
consisting of the following
categories of information: (a) Boss
Optima System business methods,
techniques, specifications,
standards, procedures, and formats;
(b) Boss Optima policies,
procedures, information, concepts,
systems and knowledge of and
experience in business development
and operation, including the
information comprising the Boss
Optima System; (c) marketing
programs for Boss Optima Businesses;
and (d) the Computer System and all
future additions, modifications and
enhancements to the Computer System.
Boss Optima will disclose this
information to PARTNER as necessary
and by providing PARTNER with
guidance and assistance. PARTNER
agrees that PARTNER'S relationship
with Boss Optima does not give
PARTNER the right to use the
Proprietary Information for anything
other than the development and
operation of the TEMPORARY LICENSED
BUSINESS under this Agreement, and
that the use of the Proprietary
Information in any other business
would constitute unfair competition.
PARTNER agrees that the Proprietary
Information belongs to Boss Optima,
may contain trade secrets belonging
to Boss Optima and is disclosed to
PARTNER and authorized for use
solely on the condition that PARTNER
will: (a) not use the Proprietary
Information in any other business or
capacity; (b) maintain the absolute
secrecy and confidentiality of the
Proprietary Information during and
after the term of this Agreement;
(c) not make unauthorized copies of
any portion of the Proprietary
Information disclosed in written
form; and (d) adopt and implement
all reasonable procedures Boss
Optima intermittently prescribe to
prevent unauthorized use or
disclosure of or access to the
proprietary Information.
6.10□ EXCLUSIVE RELATIONSHIP PARTNER
acknowledges and agrees that Boss
Optima would be unable to protect
the proprietary Information against
unauthorized use or disclosure and
would be unable to encourage a free
exchange of ideas and information
among Boss Optima Partners if
managers or operators of Boss Optima
Service Department Businesses and
members of their immediate families
were permitted to use such knowledge
for personal use. PARTNER therefore
agrees that during the term of this
Agreement, except for the Service
Department Business. and other Boss
Optima Businesses operated under
business agreements with Boss
Optima, neither PARTNER nor any of
PARTNER'S shareholders or partners
(in the event PARTNER is a
corporation or partnership), nor any
member of PARTNER'S immediate family
or any member of the immediate
families of any of PARTNER'S
shareholders or partners, shall
without BOSS OPTIMA's prior written
approval: have any direct or
indirect use of any Boss proprietary
Information for personal business
operations not associated with Boss
Optima. Penalty for violation of any
of these clauses is : The Boss
Optima National headquarters will
automatically revoke Partners
temporary license. And will reserve
the right to issue the temporary
license to another party with no
compensation due to previous
Partner. And pursue damages
associated with this infringement
from the Partner.
SECTION 8
8.1□ ASSIGNMENT, TRANSFER AND
ENCUMBRANCE BY BOSS OPTIMA This
Agreement is fully assignable by
BOSS OPTIMA and shall inure to the
benefit of any assignee or other
legal successor to Boss Optima’s
interest under this Agreement,
provided that any such assignee
shall have the experience and
resources to fully perform and take
over Boss Optima’s obligations under
this Agreement.
8.2□
ASSIGNMENT,SALE, TRANSFER AND
ENCUMBRANCE BY PARTNER This
temporary license and agreement is
NOT fully assignable and sellable by
Partner.
8.3□ BOSS OPTIMA
REQUIRED APPROVAL FOR TEMPORARY
LICENSE TRANSFER BY PARTNER.
Partner agrees that any potential
transfer of this Temporary license
to another party, must be approved
and authorized by Boss Optima. This
will require an interview process
with the prospective new manger of
the temporary license and full
endorsement by Boss Optima for
authorization of a temporary license
transfer to be executed. Boss Optima
reserves the right to deny a
temporary license transfer agreement
to any party it does not see
qualified to meet the requirements
of this agreement or Boss Optima’s
quality standards or master
technician experience level. Boss
Optima does not allow Temporary
licenses to be transferred to
party’s who have less than 2 years
experience in professional carpet
cleaning.
8.4□ BOSS OPTIMA
REQUIRED APPROVAL FOR NEW EMPLOYEES
OF PARTNER. Partner agrees that
any potential hiring of employees to
run Boss Optima jobs, requires
approval by the management of Boss
Optima.
8.5□ TEMPORARY
LICENSE FORFEIT WITHOUT SALE
Partners are allowed to simply
forfeit temporary licenses and cease
operations without penalty. Partner
agrees to give Boss Optima a 30 day
notice if Partner decides to simply
forfeit temporary license and cease
operations. This will enable Boss
Optima to service the remaining
clients who are scheduled at the
time without issue. In the event
Partner does not give a 30 day
notice and simply ceases operations.
Partner will be responsible for any
losses incurred by Boss Optima over
the next 30 day period from the time
the last service was performed by
Partner.
SECTION 9
9.0 Standards
of Authorized Services Required By
Partner For Temporary License
Retention. Clauses in this
section of our temporary license
agreement are intended to ensure the
service quality delivered to all
Boss Optima customers is never
diminished, substandard or
jeopardized by a temporary licensed
holders negligence, judgment or poor
operating standards. The Boss Optima
reputation has been built by
consistently providing a high level
of customer service and
professionalism. To continue to
build a quality reputation, Partner
shall give prompt, courteous and
efficient service to the customers.
In all dealings with the customers,
suppliers, Boss Optima and the
public, Partner shall adhere to the
highest standards of honesty,
integrity, professionalism, fair
dealing and ethical conduct Partner
is subject to and may participate in
any evaluation of standards or
quality that Boss Optima may conduct
or sanction for all Boss Optima
Service Department Businesses.
Partner shall participate in and
fully comply with any customer
warranty, guarantee, or customer
satisfaction program Boss optima may
establish from time to time,
including but not limited to the
requirements to advertise, make
known and available to customers all
such programs, and to honor the
terms of all such programs that may
be established by Boss Optima.
Unless otherwise authorized by Boss
Optima , Partner must offer:
□ Drapery cleaning □ Dryer
duct cleaning □ Upholstery
cleaning □ Area rug cleaning.
□ Carpet cleaning □ Tile
cleaning. □ Mattress Cleaning
□ Air Duct cleaning
Boss
Optima may continue to approve or
require certain services to be
offered by the PARTNER to address
changing market conditions or
opportunities. Partner agrees to
offer all new mandatory services as
designated by Boss Optima from time
to time, unless authorized by Boss
Optima to not offer a specific
service. To maintain a high level of
quality service, Partner shall use
only those cleaning methods Boss
Optima approves, including but not
limited to the Truck Mounted hot
water extraction method for carpet
cleaning. If Partner wishes to
provide any products or services
from the Partner that has not been
authorized by Boss Optima, Partner
must make a written request for
authorization, which Boss Optima may
grant or deny. 6.1□ In its sole
discretion. Upon written notice,
Boss Optima may change the mandatory
or authorized products or services.
Partner shall comply with all such
changes made by Boss Optima within
one hundred twenty (120) days from
receipt of Boss Optima‘s written
notice by either offering and
providing the newly required service
or product, or ceasing to offer and
provide any service or product that
Boss Optima removes as an authorized
service or product.
9.2□
Partners are required to operate
their Service Department Business at
a continuous standard that ensures
that a minimum of 80% of Quality
Ratings performed by the National
Headquarters are measured by the
customers as either 9 or 10 rating.
Failure to meet this standard for a
1 month period Would initiate a
Service Quality Violation to be
issued to the Partner.
9.3□
Service Quality Violations may also
be issued for any scenario where
Partner demonstrates Extreme
negligence in cleaning techniques,
cleaning applications, cleaning
products, cleaning procedures or
cleaning strategies, which leads to
a dissatisfied customer or a damaged
item. Extreme negligence is
determined by the judgment of Boss
Optima’s National headquarters
management only. Penalty for Partner
receiving 3 Service Quality
Violations within in an 9 month
period. In the event that 3 Service
Quality Violations are issued in a 9
month period to the Partner. The
Boss Optima National headquarters
reserves the right to automatically
revoke Partners temporary license.
And will reserve the right to issue
the temporary license to another
party with no compensation due to
previous Partner.
9.4□ Our
company considers issuing a customer
a full refund because of poor
quality cleaning results to Be an
extremely rare event, if Boss Optima
quality standards, products,
techniques and strategies are
applied correctly. In the event that
customer refunds are occurring at a
rate of 3 or more per year. Boss
Optima reserves the right to revoke
Partners temporary license. And will
reserve the right to issue the
temporary license to another party
with no compensation due to previous
Partner. Partners Initial___________
Page 9 Boss Optima
SECTION 10
10.0 Image
Route and Brand Requirements For
Temporary License Retention. The
image and brand associated with our
organization is a vital component to
our success. Service department
uniforms, equipment, vehicle
cleanliness, magnets and signage as
well as any item that a customer
would ever be exposed to must adhere
to a “Top tier” image intended to
impress the customer at all times.
The following clauses are intended
to ensure that a Partner does not
diminish, misrepresent or reduce our
company’s image standards
10.1□ Partners are required to
operate their Service Department
Business at a continuous standard
that ensures the following to any
customer purchasing a service from
Boss Optima:
10.2 a□ Uniform
Standards Agreement All
personnel performing services are
fully uniformed at all times while
on duty. Fully uniformed is defined
as:
a. Boss Nike Polo Shirt
(always Tucked in) and clean. b.
Solid black or tan pants or shorts.
(Not ‘cargo style) c. Solid
white socks d. Solid black belt
e. Solid black tennis shoes.
(not boots) f. A boss cap
(Optional) (No other hats or caps
are to be worn other then the
official Boss Optima caps) g.
Shoe Booties while performing carpet
cleaning.
10.3b□ Service
Vehicles are clean and presentable
at all times. Cargo areas clean .
10.3□ Route On Time
Requirement And Defined Negligence.
Partner is required to run on
schedule at over an 85% success rate
during all issued routs. If there is
any potential that the
Partner/Employee will be late to an
issued job Partner is required to
notify the National Headquarters at
least 1 hour before the first
timeslot of the job. Failure to do
this will result in a possible 60%
negligence charge if the job is lost
due to the customer canceling
because we are late. And the
Partner/Employee running late and
not notifying headquarters.
10.4 First Job Timeslot Policy
(Partner is required to arrive at
the first hour of the timeslot on
the first job of the daily route)
Example: if your first job is 8-10
you must arrive at 8a.m. this
creates a necessary time buffer in
case unexpected delays occur during
the route. Helping us stay on time.
If any job is lost on the route due
to the Partner/Employee running late
and it is determined that the
Partner/Employee did not arrive at
the first job at the correct time
the Partner may be assessed
marketing losses by Boss Optima .
10.5 Route Completion
Requirement Partner is required
to complete the entire service route
issued each day. Failure to perform
an issued job without just cause Or
abandonment of an issued job will
result in Partner being held
responsible for 60% of the total job
lost. “Just cause’ is determined by
Boss Optima.
10.6□ BOSS
OPTIMA'S RIGHT TO INSPECT THE
PARTNERS BUSINESS To ensure
quality standards and consistency
within the Boss Optima business
system, and to ensure that Partner
is complying with this Agreement and
the specifications, standards and
operating procedures, Boss Optima
prescribes for the operation of a
Boss Optima Service Department
Business. Boss Optima or Boss
Optima’s agents have the right, at
all reasonable times to:
10.6a) Inspect the equipment, the
service vehicles, furniture,
fixtures, signs, operating materials
and supplies. 10.6b) Observe the
operations of the Temporary licensed
Holder’s business for such
consecutive or intermittent
periods as Boss Optima deems
necessary. 10.6c) Take
photographs, movies or video tapes
of the Business. 10.6d)
Interview any personnel of the
Partner’s business. 10.6e)
Interview any customers of the
Partners business or any potential
client to whom Partner made a
personal marketing presentation.
10.6f) Conduct written or telephonic
customer surveys. Partner agrees to
cooperate fully with Boss optima in
connection with these
inspections, observations, surveys
and interviews. Partner agrees to
present its customers any evaluation
forms Boss Optima may
periodically prescribe and ask them
to participate in any surveys
performed by Boss Optima on
Partner’s behalf.
SECTION 11
11.0 Base
Product Guidelines Required for
Temporary license Retention.
11.1 Boss Optima Approved
Products At this time, BOSS
OPTIMA has no requirements that
Partner purchase any equipment,
chemicals or other supplies from
BOSS OPTIMA. However, BOSS OPTIMA's
reputation and goodwill and the
reputation and goodwill of the BOSS
OPTIMA System and BOSS OPTIMA brand
is based upon, and can only be
maintained by, the satisfaction of
customers who rely on the high
quality of services and products
provided by BOSS OPTIMA Businesses.
Presenting a uniform image to the
public and offering uniform and
consistent high quality services is
an essential element of the BOSS
OPTIMA System, and therefore BOSS
OPTIMA has recommended a certain
supplier of which BOSS OPTIMA will
provide Partner a Purchasing
Temporary license. This supplier
meets BOSS OPTIMA's requirements,
including without limitation,
standards and requirements relating
to reputation, product quality,
prices, consistency, reliability,
financial capability, labor
relations, customer relations, and
safety standards. BOSS OPTIMA
reserves the right to disallow the
use of any product or supply that in
BOSS OPTIMA's sole judgment may:
A.)- Present a safety or health
risk to Partner, Partners employees,
associates or the customers of Boss
Optima. B.) Or may not maintain
the level of quality necessary to
preserve the reputation of Boss
Optima’s Service Department
Businesses.
11.2 Prochem
Partnership (This clause is only
valid if mandated by headquarters).
Boss Optima has formed an
alliance with Prochem to produce a
private label product line
exclusively for our Partners and
National Partners. This product line
has been negotiated to ensure prices
are below what could be purchased
from local suppliers for the benefit
of our Partners. By owning a Boss
Optima Service Department business
and operating Temporary license.
Partner is agreeing to support this
partnership by ensuring the
following products are always
purchased from the Boss Optima
private label product line produced
by Prochem. By supporting this
partnership our Temporary licensed
Managers are forming a co-op
organization which has increased
buying power and leverage in
negotiating future prices.
The mandated products are (Unless
otherwise agreed to) : 11.1
Prochem Ultrapack S7-12 Pre-spray
11.2 All Fiber Rinse (All
carpets must be rinsed with this)
11.3 Ceramic Tile Cleaner 9.6
Natural Stone Tile Cleaner 11.4
Deodorizer 11.5 Drapery Cleaner
11.7 Teflon Advanced Sealer.
11.9- Fine Fabric Shampoo (All
furniture is to be cleaned with
this) 11.8 Red Stain Remover In
the event that a Partner does not
find a specific product to their
liking or satisfaction. Partners are
required to notify the headquarters
of Boss Optima so a discussion forum
can be initiated with all temporary
licensed partners to determine if a
formula change or complete product
change should be requested with
Prochem.
11.3 Specific
Cleaning Requirements
11.3A
All Upholstery is to be cleaned
using Prochem Fine Fabric Shampoo.
(No solution run through hand piece
on first attempt). If further
cleaning is necessary after first
attempt, neutralizer may be run
through hand piece.
11.3b
All Carpet is to be rinsed with a
neutralizer as a final rinse step.
SECTION 12
12.0 Partner
Liability Insurance Requirements
12.1 Liability Agreement
Between Temporary license Issuer And
Partner: By accepting this Boss
Optima Service department Temporary
license, Partner assumes all
liability for insurance coverage on
every service performed for Boss
Optima clients. Furthermore it is
understood that Boss Optima is
strictly the marketing provider for
issued clients and assumes no
responsibility for any damage that
may occur in a customer’s home.
Partner is required to have
liability insurance equal to or
above $500,000.00 in coverage at all
times while performing work for Boss
Optima issued clients.
12.2
Partner Insurance Specifications
At all times during the term of the
Service Department Business, PARTNER
must maintain in force at its sole
expense, insurance policies in such
types and amounts as BOSS OPTIMA
designates in writing from time to
time. BOSS OPTIMA may periodically
increase the type or amount of
insurance coverage required at any
time including excess liability
insurance to reflect inflation,
identification of new risks, changes
in law or standards of liability,
higher damage awards, or other
relevant changes in circumstances.
At any time Boss Optima reserves the
right to demand that: All such
liability insurance policies
utilized by the Partner shall name
BOSS OPTIMA as an additional named
insured and shall provide that BOSS
OPTIMA receive thirty (30) days
prior written notice of any
modification, termination,
expiration or cancellation of any
such policy. PARTNER shall furnish
to BOSS OPTIMA before the
commencement of the BUSINESS and
annually thereafter during the term
of this Agreement certificates of
the required insurance along with
copies of the required insurance
endorsements.
12.3 Partner
Failure To Provide Adequate
Insurance Coverage Clause. If
PARTNER refuses to maintain or
furnish satisfactory evidence of
required insurance coverage, BOSS
OPTIMA at BOSS OPTIMA's option and
in addition to BOSS OPTIMA's other
rights and remedies under this
Agreement, may obtain such insurance
coverage on PARTNER'S behalf.
PARTNER must fully cooperate with
BOSS OPTIMA in BOSS OPTIMA's effort
to obtain such insurance policies.
PARTNER must promptly execute all
forms or instruments required to
obtain or maintain any such
insurance, and PARTNER shall allow
any inspections of the TEMPORARY
LICENSED BUSINESS which are required
to obtain or maintain such
insurance, and PARTNER shall allow
any inspections of the BUSINESSD
BUSINESS which are required to
obtain or maintain such insurance.
PARTNER shall pay to BOSS OPTIMA, on
demand, any costs and premiums BOSS
OPTIMA incurs on PARTNER'S behalf,
whether BOSS OPTIMA incurs such
costs or premiums because PARTNER
failed to maintain required coverage
or to furnish evidence to BOSS
OPTIMA of the existence of such
coverage. Partner’s obligations to
maintain insurance coverage
described in this Agreement will not
be affected in any manner by reason
of any separate insurance BOSS
OPTIMA maintains, nor shall the
maintenance of such insurance
relieve Partner of any obligations
under This agreement. 10.0 Ongoing
Training Boss optima has developed
training and information programs
for the benefit of Partners. This
training is based on Boss Optima’s
experience and is designed to
provide the most up to date
information possible in the areas of
business management, financial
management, human resource
management, computer system
operation, marketing and advertising
techniques to build Partners
business, as well as training in the
areas of customer service and sales
techniques. Additionally, Boss
Optima will provide internet and
telephone training and assistance on
the procedures of carpet, drapery,
upholstery, area rug and air duct
cleaning for Partners and Partners
employees. Additional training and
certification courses may be offered
in various locations from time to
time, to support Partner’s in
success.
12.4 Partners
Employee Training Assistance Offered
By Boss Optima. Boss Optima
offers all Partners “New employee
telephone orientation” and unlimited
telephone cleaning support for
employees of the Partner. This
training is designed to familiarize
any new employees of the Partner
with the systems designed to manage
and run Partners business. This
training is optional and must be
requested by the Partner.
12.5 On Site Employee Training
Option Boss Optima offers a
program to our Partners that allows
them to have new employees attend an
orientation and training program on
site at or National headquarters.
Boss Optima will designate the date
and time that is suitable. Partner
would be responsible for employees
travel and living expenses, and for
compensating Partners agents or
employees for expenses they incur in
connection with attending the
Orientation.
12.6 Refresher
Co Op Training. From time to
time Boss Optima may provide
refresher training to its Partners
and may provide at Boss Optima’s
discretion travel credits to assist
with travel to our headquarters.
13.0 SECTION 13
Operating Assistance
Boss optima will furnish to Partner
such operating assistance as Boss
Optima deems appropriate. Operating
assistance consists of advice and
guidance regarding:
13.1
Improving profitability
13.2
Required procedures to ensure
quality standards and customer
satisfaction.
13.3
Formulating and implementing
advertising and promotional
programs.
13.4 Implementing
programs to sell services.
13.5 Recommended equipment,
fixtures, signs, operating
materials, chemicals, and supplies.
13.6 Utilizing knowledge in
the National Close Out Bay.
13.7 Offering various forms of
refresher training programs and/or
telephone or personal consultations.
13.8 Compliance
With Laws And Good Business
Practices
Partner
shall maintain all required
temporary licenses, permits and
certificates necessary to operate
the Service Department Business.
Partner shall operate the Service
Department Business in compliance
with all applicable laws, ordinances
and regulations, including, without
limitation, laws relating to
environmental practices, labor,
worker's compensation and insurance,
unemployment insurance, and
withholding and payment of federal,
state and local income taxes, social
security taxes and sales taxes, as
well as any other laws pertaining to
the operation of the Partner within
the Territory. All “In Home
Advertising” and promotion by
Partner must be completely factual
and conform to the highest standards
of ethical advertising. Partner must
refrain from any activity or
advertising practice that may be
injurious to Boss Optima, other
Partners, or the goodwill associated
with the Marks.
13.9
In Home Sales Advertising Material
Provided By Boss Optima.
Recognizing the value of In Home
Sales advertising to the growth of
Boss Optima and Its Temporary
licensed holders business. Boss
Optima will provide to Partner from
time to time, specific advertising
and promotional programs and select
creative concepts and materials for
use in connection with marketing
additional services while on the
customer’s premises.
13.9 In Home Sales
Advertising Material Management
Partner understands
that any advertising or marketing
material provided by Boss Optima to
the Partner is owned by Boss Optima
and is not to be used or applied in
any other business application ,
copied, reproduced or utilized for
personal use in any other cleaning
business.
13.10 Boss
Optima Revenue Division
Boss Optima’s business model is
designed to initiate fast growth in
each market, relying on outstanding
quality from the Partner,
outstanding internet campaign
advertising and a highly trained
Sales Department. Boss Optima’s
revenue division follows this
format:
13.10a Partners are paid 40% of
all initial revenue. 13.10b
Approximately 30% of all revenue is
spent on internet campaigns.
13.10c Approximately 20% is spent
on the National Sales Departments
Sales Reps. 13.10d
Approximately 10% is spent operating
the National Headquarters.
13.10e Services must be paid in
full by the customer for revenue to
be paid to Partner.
13.11
Boss Optima In Home Sales Revenue
Division With Partner. Boss Optima’s
In Home Sales revenue division with
the
Partner is as follows: 13.11a
Partners are paid 50% of all In home
sales revenue paid in full.
13.12 Boss Optima
Referral Revenue Division With
Partner Any service
initiated and priced by a Partner
and requiring a future appointment
to complete is considered a
“Referral” Boss Optima’s Referral
Sales revenue division with the
Partner is as follows: 13.12a
Partners are paid 50% of all In home
sales revenue paid in full.
11.0 SECTION 15
By signing below
Whose principal address
is:
is
herby referred to as ("Partner").
Agrees to accept this Service
Department Business temporary
license and agree to all terms and
provisions of this agreement.
I have read the above
Section 15
and agree to all terms.
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