ESA Partner Program
Terms and Conditions
Please review our most recent Terms and Conditons.
Energy Security Agency Tow Organziation Service Agreement
The parties agree as follows:
l. Term. This Agreement upon the terms and conditions contained herein will commence on the Effective Date and shall continue until terminated by either party pursuant to Section 3. The period during which the parties are subject to this Agreement is referred to as the “Term”.
2. Duties: The Company or Individual will perform all duties, responsibilities, and functions of towing and recovery in a diligent, professional, efficient, and ethical manner and shall comply with ESA’s policies and procedures and directives in all material respects when participating in a service session call.
3. Compensation. All forms of compensation below may be subject to applicable withholding and shall be in accordance with ESA’s payment policies.
(a) During the Term, ESA shall pay Company or Individual at the rate of One Hundred, Fifty Dollars and 00/100 (USD) ($150.00) per each completed session call that is successfully recovered by ESA upon monetary receipt from the responsible party of the invoice billed for the session.
(b) It is understood that if the session call is not qualified for submission of payment to the responsible party and/or no monetary recovery is made from the responsible party, there shall be no payment for that session call made by the Company or Individual.
(c) ESA shall maintain timely and complete records of Company’s or Individual’s session calls, as directed by ESA.
4. Double Recovery. Under no circumstances shall the Company or Individual engage in the practice of double recovery by billing or invoicing an Insurance Company for the same professional and contractual services provided to the Company or Individual by Energy Security Agency.
5. Termination of Agreement. Either party may terminate this Agreement at any time, for any reason. The Term will end as of the date that either party gives notice of termination. After termination, ESA will pay the Company or Individual unpaid compensation accrued through the date of termination. The Company or Individual shall not be entitled to receive any further compensation from ESA under this Agreement.
6 Confidential, Proprietary Information and Non Disclosure Obligations.
The Company or Individual acknowledges that they may have access to materials and information that constitute valuable, confidential, and proprietary information of ESA, including, without limitation, ESA’ operations and training materials; computer software; code; trade secrets; information, knowledge, and know-how not generally known to the general public pertaining to ESA’s business, business opportunities, customers, contacts and contract terms, products, services, pricing, standards, specifications, systems, procedures, and techniques; profits, revenues, and financial information; marketing plans; strategic plans; and such other information or material as ESA may designate as confidential and/or proprietary from time to time (collectively, “Confidential and Proprietary Information”); provided, Confidential and Proprietary Information will not include any information that (i) was publicly known at the time of disclosure to Employee; (ii) becomes publicly known or available thereafter other than by any means in violation of this Agreement or any other duty owed to ESA by any person or entity; or (iii) is lawfully disclosed to Employee by a third party who is under no obligation to maintain the confidentiality of such information. During the Term and at all times thereafter, Employee shall not, directly or indirectly, use, misuse, misappropriate, disclose, or make known, without the prior written approval of ESA, to any party, firm, corporation, association or other entity, any such Confidential and Proprietary Information for any reason or purpose whatsoever, except as may be required in the course of Employee’s performance of Employee’s duties hereunder.
7. Cooperation. During the Term and thereafter, the Company or Individual shall cooperate with ESA in any internal investigation or administrative, regulatory, or judicial proceeding as reasonably requested by ESA. In the event ESA requires cooperation in accordance with this section, ESA shall reimburse solely for reasonable travel expenses (including lodging and meals), upon submission of receipts.
8. Non-Disparagement. The Company or Individual states that they will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning ESA or any of its employees, officers, and existing and prospective customers, suppliers, investors, and other associated third parties.
9. Limitation of Liability. Towing Company or Individual acknowledges that the recommendations of ESA are not absolute or failsafe, and that ESA is not itself legally obligating itself to Company or Individual, or the towed vehicle owner, or in any way during the towing process or to the delivery point for the towed vehicle. Company or Individual affirms that it has sufficient liability and commercial coverage insurance in force for this purpose. UNDER NO CIRCUMSTANCES WILL ESA BE LIABLE TO THE COMPANY OR INDIVIDUAL FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM THIS AGREEMENT.
10. Notices. All notices under this Agreement shall be in writing and shall be deemed given: (i) when delivered personally by hand (with written confirmation of receipt); (ii) when emailed (with reply confirmation); or (iii) one business day following the day sent by overnight courier (with written confirmation of receipt), in each case at the following addresses and emails:
If to ESA:
Energy Security Agency Inc.
Attn: Dalan Zartman, Chief Operations Officer
6509 Streamside Dr.
Galena, OH 43021
If by email (must be sent to all of the following):
Dalan Zartman, COO firstname.lastname@example.org
John Groeber, Counsel email@example.com
Darlene Chandler, Corp.Secretary firstname.lastname@example.org
11. Governing Law. This Agreement, for all purposes, will be construed in accordance with the laws of the State of Ohio without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in Columbus, Ohio. The parties hereby irrevocably submit to the jurisdiction of such courts and waive the defense of an inconvenient venue to the maintenance of any such action or proceeding in such venue.