AGENT VENDOR RESEARCH AGREEMENT

This Agent Vendor Research Agreement (“Agreement”) is entered into as of

Effective Date

by and between:

Name (Client)

address


and

Chris Nunez (Agent), an individual with its principal place of business at 25170 Roland Lane, Punta Gorda FL 33955

WHEREAS, the Client desires to engage the Agent to perform certain research services as described herein; and
WHEREAS, the Agent agrees to provide such services under the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. Scope of Services
1.1 Services. The Agent shall perform the research services described in Exhibit A attached hereto (“Services”). The Agent shall perform the Services in a professional and workmanlike manner, adhering to industry standards and applicable laws.
1.2 Independent Contractor. The Agent is an independent contractor and not an employee, partner, or joint venturer of the Client. The Agent shall have no authority to bind the Client or incur any obligations on its behalf.

2. Compensation
2.1 Payment. The Client shall pay the Agent the fees specified in Exhibit A for the Services rendered. Payment shall be made within 30 days of receipt of a valid invoice from the Agent.
2.2 Expenses. Unless otherwise agreed in writing, the Agent shall be solely responsible for all expenses incurred in performing the Services

3. Confidentiality
3.1 Confidential Information. The Agent acknowledges that during the performance of the Services, it may have access to confidential information of the Client, including but not limited to trade secrets, business plans, financial data, and proprietary research (“Confidential Information”).
3.2 Non-Disclosure. The Agent agrees not to disclose, use, or reproduce any Confidential Information except as necessary to perform the Services. The Agent shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care.
3.3 Return of Materials. Upon termination of this Agreement or at the Client’s request, the Agent shall promptly return or destroy all Confidential Information and any copies thereof.

4. Intellectual Property
4.1 Ownership. All work product, data, reports, and other deliverables created by the Agent in connection with the Services (“Work Product”) shall be the sole property of the Client. The Agent assigns to the Client all rights, title, and interest in the Work Product, including any intellectual property rights.
4.2 Agent Materials. If the Agent incorporates any pre-existing materials owned by the Agent (“Agent Materials”) into the Work Product, the Agent grants the Client a perpetual, non-exclusive, royalty-free license to use such Agent Materials in connection with the Work Product.

5. Liability and Indemnification
5.1 Limitation of Liability. To the fullest extent permitted by law, the Client shall not be liable to the Agent for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, arising out of or relating to this Agreement, even if the Client has been advised of the possibility of such damages.
5.2 Agent Indemnification. The Agent agrees to indemnify, defend, and hold harmless the Client, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) The Agent’s performance of the Services, including any negligent or willful acts or omissions; (b) Any breach of this Agreement by the Agent; (c) Any violation of applicable laws or regulations by the Agent; or (d) Any claim that the Work Product or Agent Materials infringe on the intellectual property rights of a third party.
5.3 Client Indemnification. The Client agrees to indemnify, defend, and hold harmless the Agent from and against any claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of or relating to the Client’s misuse of the Work Product, provided such claim does not arise from the Agent’s negligence or breach of this Agreement.

6. Representations and Warranties
6.1 Agent Warranties. The Agent represents and warrants that: (a) It has the authority and expertise to perform the Services; (b) The Services and Work Product will not infringe upon the intellectual property rights of any third party; (c) The Services will be performed in compliance with all applicable laws and regulations.
6.2 No Other Warranties. Except as expressly set forth herein, the Agent makes no warranties, express or implied, regarding the Services or Work Product.

7. Insurance
The Agent shall maintain, at its own expense, adequate general liability and professional liability insurance to cover its performance under this Agreement. Upon request, the Agent shall provide the Client with proof of such insurance.

8. Term and Termination
8.1 Term. This Agreement shall commence on the Effective Date and continue until the project is completed to the Client’s satisfaction, unless terminated earlier as provided herein.
8.2 Termination for Convenience. Either party may terminate this Agreement upon 30 days written notice to the other party.
8.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within 15 days of receiving written notice thereof.
8.4 Effect of Termination. Upon termination, the Agent shall cease performing the Services and deliver all Work Product to the Client. The Client shall pay the Agent for Services satisfactorily completed prior to termination.

9. Governing Law and Dispute Resolution
9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Florida / Charlotte County, without regard to its conflict of law principles.
9.2 Dispute Resolution. Any disputes arising under this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association or mediation. The prevailing party in any dispute shall be entitled to recover reasonable attorneys’ fees and costs.

10. Miscellaneous
10.1 Entire Agreement. This Agreement, including any exhibits, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, whether written or oral.
10.2 Amendments. This Agreement may only be amended in writing signed by both parties.
10.3 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
10.4 Assignment. The Agent may not assign this Agreement or delegate its obligations without the prior written consent of the Client.
10.5 Notices. All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

CLIENT
By: ___________________________
Name:
Title:
Date:

AGENT
By: ___________________________
Name:
Title:
Date:

Exhibit A: Scope of Services and Compensation

1. Description of Services:

Using AI search software the Agent will perform research to find and rate local vendors that meet the Client’s project requirements.

2. Compensation:

The Client shall pay the Agent a 2% fee of the total project amount if accepted by the Client by an accepted vendor of the research.

3. Timeline:

The research project will not last more than 90 days.