This Contractor Agreement (henceforth referred to as “Contractor”) is to obtain,
upon terms and conditions set forth below, a right to The EverRest Group’s programs,
training and assistance (henceforth referred to as “EverRest”).
The Equipment Distributor (henceforth referred to as “Distributor”) has the license
rights to the territory, and the right to offer “EverRest” to selected Contractors
in the licensed territory.
1. Grant of License.
Upon execution by The EverRest Group and the Contractor listed on this agreement,
Contractor will be granted a non-transferable right to use “EverRest” in areas
licensed by the equipment Distributor.
2. Term.
This license will begin on the date The EverRest Group and the Contractor execute
this agreement and will remain in effect until terminated by either the Contractor,
Distributor, or The EverRest Group.
The Contractor understands and hereby acknowledges that The EverRest Group, and the
Distributor, have made no representations or warranties, either expressed or implied,
concerning the Contractor’s performance.
3. Confidential Information. The EverRest Group is the sole and
exclusive owner of “EverRest,” and the Contractor is only obtaining a license
to use “EverRest” in the conduct of the Contractor’s business, and for only as
long as this agreement is in effect. The Contractor will not, directly or indirectly,
use “EverRest” other than authorized uses in the course of this agreement.
The Contractor understands that they are prohibited and will refrain from using
“EverRest,” except under and during the term of this Agreement. The Contractor
understands that the provisions of this paragraph survive expiration or
termination of this agreement.
4. Termination.
If this agreement is terminated by either party, the Contractor’s use of
“EverRest” and territory rights will terminate immediately.
5. Severability.
If any part of this agreement is held to be illegal, invalid, or unenforceable by
a court of competent jurisdiction, then the remainder of this agreement shall
nevertheless remain in effect.
6. Indemnification.
The Contractor will indemnify and hold The EverRest Group, and Distributor, harmless
from any claims asserted or proceedings commenced against The EverRest Group, or
Distributor, as a result of this agreement.
7. Independent Contractor.
The Contractor acknowledges that its relationship to The EverRest Group is solely as
a licensee and independent contractor; that Contractor is not The EverRest Group’s
employee, agent or partner; that The EverRest Group has no fiduciary obligation to
the Contractor; and that no franchise relationship is created by this agreement.
8. Miscellaneous.
This agreement shall be governed by, construed and enforced in accordance
with the laws in Alabama.
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