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1. Network Membership

Vendor is accepted as an IMPRESE Preferred Partner for the selected service categories and zones. Membership is non-transferable.

2. Exclusive Territory

IMPRESE will route all eligible client service requests in the Partner's assigned zone and category exclusively to Partner for the duration of this agreement. IMPRESE does not guarantee a specific number of referrals but commits to Partner as the first and exclusive contact for all qualifying requests in their zone. IMPRESE reserves the right to adjust zone boundaries with 30 days written notice. Zone assignments are made at IMPRESE's sole discretion and are subject to availability.

3. Mutual 90-Day Performance Commitment

IMPRESE commits to routing a minimum of 1 qualified client referral per category per zone to Partner during each 90-day term. If IMPRESE fails to deliver the minimum referral commitment in any 90-day period, Partner may terminate this agreement immediately without penalty and with no commission obligation for that period.

Partner commits to respond to all IMPRESE referrals within 24 hours, maintain agreed service standards, and honor preferred pricing for the full 90-day term. If Partner fails to meet these standards on two or more occasions in a single term, IMPRESE may reassign the zone to another provider with 7 days written notice.

Commission obligations survive termination. For any client referred by IMPRESE during the active agreement period, Partner agrees to remit the applicable commission on all work collected from that client for a period of 12 months following the date of termination, regardless of which party initiated the cancellation.

Either party may renew for successive 90-day terms by mutual written confirmation via email. Neither party is obligated to renew. Both parties agree to a quarterly performance review to assess referral volume, service quality, and zone activity.

4. Service Standards

Partner agrees to respond to IMPRESE referrals within 24 hours, maintain professional conduct with IMPRESE clients, and represent the IMPRESE brand with the same quality standards applied to their own clients.

5. Preferred Pricing

Partner agrees to offer IMPRESE clients competitive preferred pricing. Specific rates will be negotiated separately and documented in a Partner Rate Schedule. Partner may not charge IMPRESE clients rates above their standard retail rates.

6. Direct Client Billing & Commission

Partner invoices and collects payment directly from clients for all IMPRESE-referred work. IMPRESE is not responsible for client payment. Upon collection, Partner remits a commission to IMPRESE within 15 days based on the following schedule:

90-Day Onboarding Period: 0% (free)

After 90 days, based on monthly collected volume from IMPRESE referrals:

• $0 – $5,000 collected  →  10%
• $5,001 – $10,000 collected  →  8%
• $10,001 – $20,000 collected  →  6%
• $20,001+ collected  →  5%

Partner self-reports monthly collected volume. IMPRESE reserves the right to audit referral activity on a quarterly basis.

7. No Direct Solicitation

Partner agrees not to directly solicit, market to, or enter into independent service agreements with IMPRESE clients for a period of 12 months following the last referral made by IMPRESE. Any violation of this clause entitles IMPRESE to liquidated damages equal to 25% of the total invoiced amount for any work performed in violation.

9. Most Favored Client Pricing

Partner agrees that the pricing offered to IMPRESE-referred clients shall be no less favorable than the lowest rate offered by Partner to any comparable client for the same or similar services during the term of this agreement ("Most Favored Pricing"). If Partner reduces rates for any client — whether through promotion, loyalty discount, or negotiated agreement — that same or lower rate shall be made available to all active IMPRESE-referred clients upon request.

Partner shall not establish separate pricing structures, hidden fees, or service tiers for IMPRESE-referred clients that result in a net cost higher than rates offered to Partner's direct or third-party clients. Any violation of this clause shall be deemed a material breach and entitles IMPRESE to immediate zone reassignment and recovery of any commission overpayments resulting from the inflated pricing.

10. Governing Law & Venue

This agreement is governed by the laws of the State of Florida. Any disputes shall be resolved in the courts of Sarasota County, Florida. Electronic acceptance constitutes a valid and binding agreement under applicable e-signature law (E-SIGN Act / UETA).