THIS PROFESSIONAL SERVICES AGREEMENT (the “Agreement”), dated July 1, 2020, between Paramount Advertising & Lead Solutions of 2134 S. Wolf Road, Des Plaines, Illinois 60018 (the “Contractor”) and Hawkinson Nissan of 5513 Miller Cir Dr., Matteson, IL 60443 (the “Client”).

WHEREAS the Contractor is engaged in the business of providing professional services in the field of Advertising and Lead Generation in the State of Illinois and elsewhere; and

WHEREAS the Client desires to avail itself of these professional services of the Contractor from time to time in connection with the Client’s business activities and the Contractor desires to enter into this Agreement with the Client.

NOW THEREFORE in consideration of the mutual promises and agreements contained in this
Agreement, and other good and valuable consideration, the parties agree as follows:

 

1. OBJECT: The Contractor shall furnish to the Client his, her or its professional services in accordance with the details and specifications as identified on Schedule “A” attached hereto (such Schedule constituting integral terms of the Agreement). The Contractor shall perform such professional services at all times in accordance with the commonly accepted standards of the Contractor’s profession, trade or craft and in full compliance with the statutes, laws, ordinances and regulations governing the Contractor’s profession, trade, craft or business from a work location situated in Illinois.

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2.  INDEPENDENT CONTRACTOR: The Contractor shall have the sole authority to dictate direction of the work covered by this Agreement and shall be responsible for the manner in which the said work is done, for the method employed in doing the same and for all acts and things done in the performance of the Contractor’s obligations hereunder, except for departing from the Contractor’s normal practices which may be requested by the Client from time to time. Nothing contained in this Agreement and the relationship created between the parties hereby shall, directly, or indirectly, constitute the Contractor as an agent or an employee of the Client and further, nothing herein shall operate or be construed to relieve the Contractor of any duties or obligations imposed upon it as an independent contractor.

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3. TAXES: The Contractor shall be responsible to withhold or deduct premiums, taxes, or levies as the case may be as required under Federal and State law and the Contractor shall be responsible to withhold and remit any deductions for taxes, levies or contributions imposed by any authority with respect to both the remuneration paid under this Agreement and the work incidental thereto.

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4. CONTRACTOR’S FEE: The Client shall pay the Contractor for his, her or its services a fee of (Direct Dial 65 Show Package $9,500.00 plus BDC Support Package @ $4,200.00 total $13,700.00). (The “Fee”), payable upon receipt of Contractor’s invoice

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5. TERM: This Agreement shall be deemed to have come into force and effect on July 1, 2020, shall continue to the end of show commitment per schedule (the “Term”). These dates may be delayed upon the written consent of both parties. Nothing in this paragraph
shall be construed as affecting the rights of the parties to terminate this Agreement at an earlier date in accordance with sections in this Agreement pertaining to termination

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6. TERMINATION FOR CAUSE

A. If either party to this Agreement is in breach of any of its obligations under this Agreement, the other party may give a notice in writing of the breach to the defaulting party and request the latter to remedy it. If the party in breach fails to remedy the breach within thirty (30) days after the date of written notice, then this Agreement may be terminated immediately by written notice of termination given by the complaining party.

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B. The Client may terminate this Agreement by written notice to take effect immediately upon receipt of the notice by the Contractor if:

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​​(i) the Contractor is in breach of the provisions contained herein relating to the secrecy of confidential matters of this Agreement; or

 

(ii) the Contractor becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or a receiver is appointed of its business; or a voluntary or involuntary petition in bankruptcy is filed or proceeding for the re-organization or winding-up of the Contractor’s business is instituted; or

 

(iii) the Contractor attempts to assign or cede an interest in this Agreement without the prior consent of the Client; or

 

(iv) if the Contractor comes under the direct or indirect control of any company or person who does not control it at the date of execution of this Agreement; or

 

(v) if the Contractor is grossly negligent in carrying out its duties hereunder; or

 

(vi) if the Contractor becomes unable to discharge his or her duties by reason of mental or physical illness or disease for a period of two (2) consecutive months or more, or should he or she become permanently disabled and unable to fulfill his or her duties and the Contractor does not find a replacement professional who is completely satisfactory to the Client in its sole discretion or

 

(vii) if the Contractor or the Contractor’s employees are engaged in any fraudulentor illegal activity.

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​​C. The provisions of this section shall not in any way restrict the rights of either party hereto to terminate this Agreement pursuant to any other paragraph in this Agreement.

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 7. EARLY TERMINATION WITHOUT CAUSE

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​A. The Client may terminate this Agreement for any reason by giving thirty (30) days’ written notice of the Client’s intent to terminate. For termination to be effective the Client must pay, prior to the date of termination, all outstanding invoices, fees and reimbursements, if applicable, due for payment. Additionally, if applicable, Client must pay, prior to the date of termination, a prorated share of all fees due and owing 
is made on an hourly basis or either based upon time spent if the payment of fees work completed if the payment structure is a flat-fee agreement.

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B. The Contractor may terminate this Agreement for any reason by giving thirty (30) days’ written notice of the Contractor’s intent to terminate. For termination to be effective the Contractor must provide to the Client twenty (20) days prior to the date of termination all outstanding invoices and requests for reimbursements, if applicable, then due for payment and a schedule of work that will be performed and completed by the termination date. Contractor agrees, if the Contractor initiates termination of the Agreement pursuant to this paragraph, that all unpaid fees due on the date of termination will be paid on a prorated basis calculated based upon time spent if the payment of fees is made on an hourly basis or work completed if the payment structure is a flat-fee agreement.

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​8. ASSIGNMENT: It is expressly agreed that this Agreement shall not be assigned or transferred, in whole or in part, by either of the parties hereto without the prior express written consent of the other Party.

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9. CONFIDENTIAL INFORMATION

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​A. The Contractor acknowledges that during the performance of the services described herein the Contractor may come in contact with, be exposed to or come into possession with, information that is deemed to be confidential, private, and proprietary or otherwise secret to the Client and that is not general known to the general public. The Contractor expressly agrees that the Contractor will keep any such information confidential and will not divulge such information to any persons or entities unless the Client gives its express written permission to do so and such divulging of information is necessary to perform the services that are the subject of this Agreement. Further, except as may be necessary in the performance of the services described within this Agreement, the Contractor shall not at any time or in any manner make or cause to be made any copies, pictures, duplicates, facsimiles or other reproductions or recordings of any type, or any abstracts or summaries of any reports, studies, memoranda, correspondence, manuals, records, plans or other written, printed or otherwise recorded material of the Client, or which relate in any manner to the present or prospective business of the Client. The Contractor shall have no interest in any of this material and agrees to surrender any and all of the material which may be in its possession to the Client immediately upon the request of the Client.

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B. The Contractor shall not at any time except under legal process divulge any matters relating to the business of the Client or any customers or agents of the Client which may become known to it by reason of its services hereunder and shall be true to the Client in all dealings and transactions relating to the services contemplated by this Agreement. Furthermore, the Contractor shall not use at any time (whether during the continuance of this Agreement or after its termination) for its own benefit or purposes or for the benefit or purposes of any other person, firm, corporation, association or other business entity, any trade secrets, business development programs, or plans belonging to or relating to the affairs of the Client, including knowledge relating to customers, clients, or employees of Clients.

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10. NOTICES: Wherever in this Agreement it shall be required or permitted that notice be given or served by either party to or on the other, the notice shall be in writing and shall be delivered personally to the party to whom it is given or sent by prepaid, registered mail, addressed as follows:

 

to the Contractor at:

Paramount Advertising & Lead Solutions

2134 S. Wolf Road

Des Plaines, Illinois 60018

Email: ddini@paramountals.com

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To the Client at:

Hawkinson Nissan

5513 Miller Cir Dr.

 

Matteson, IL 60443

Email: dpatuto@hawkinsonnissankia.com

from time to time by either party by notice as above provided.transmission. This address and/or facsimile numbers or email addresses may be changed case of mail and two hours after the time of transmission in the case of facsimile or email and each such notice shall be deemed given three (3) business days after mailing in the.

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11. INTERPRETATION

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A. This Agreement constitutes all of the agreements between the Contractor and Client pertaining to the subject matter of it and supersedes all prior agreements, undertakings, negotiations and discussions, whether oral or written, of the parties to it and there are no warranties, representations or other agreements between the parties to it in connection with the subject-matter of it except as specifically set forth or referred to in this Agreement. No supplementation, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the party hereto to be bound thereby. No waiver of any other provisions of this Agreement shall be deemed or shall constitute a continuing waiver unless expressly provided.

B. Headings are not to be considered part of this Agreement, and are included solely for convenience of reference and are not intended to be full or accurate descriptions of the contents of any section.

C. In this Agreement, words importing the singular number include the plural and vice versa, words importing the masculine gender include the feminine and neuter genders; and words importing persons include individuals, and proprietors, corporations, partnerships, trusts and unincorporated associations.

D. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois.

E. The invalidity or unenforceability of any provision of this Agreement or any covenant in it shall not affect the validity or enforceability of any other provision or covenant in it and the invalid provision or covenant shall be deemed to be severed.

12. TIME BEING OF THE ESSENCE

A. Time shall be deemed to be of the essence of this Agreement; provided from time to time for completing any work, which has been or is likely to be delayed by reason of force majeure or other cause beyond the reasonable control of the Contractor, shall be extended by a period equal to the length of the delay so caused, provided that prompt notice in writing of the occurrence causing of likely to cause such delay is given to the Client.

B. The Client shall advise the Contractor in writing of any occurrence causing or likely to cause delays in the completion of its responsibilities under this Agreement.

13. TITLE TO WORK BEING PERFORMED: Upon payment being made in accordance with the terms of this Agreement, all title, rights and interest in all printed materials and other physical media, containing designs, symbols, inventions and reports performed, created or written in accordance with this Agreement shall vest in and enure to the benefit of the Client, it being understood that such vesting of title shall not constitute acceptance by the Client of such work in conformity with the specification or requirements of the Agreement. Without restricting the generality of the foregoing, the right of publication of any research paper or study performed under this Agreement shall vest solely in the Client upon payment as aforesaid, and any person desiring to publish any such research or study, in whole or in part, shall first obtain the written permission of the Client.

14. GENERAL: This Agreement shall enure to the benefit of and be binding on the parties hereto and their respective heirs, executors, administrators, successors and assigns.

IN WITNESS WHEREOF the parties have hereunto set their respective hands and seals as at
the date written above.

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CONTRACTOR: Paramount Advertising & Lead Solutions

Per:

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Name: David Dini

Title: CEO/President

I have authority to bind the Company.

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CLIENT:

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Per:

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Name:

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Title:

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I have authority to bind the Company

 

 

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SCHEDULE “A”

SPECIFIED SERVICES OF THE CONTRACTOR

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Our service provides each Dealership a "Full Service Direct Contact Program" in which we place calls to current and previous clients of Dealership(s), for the express purpose of bringing them back to the Dealership. The appointment(s) set with the intent of customer in the market to purchase another vehicle, new or used. Our service also includes a Customer Service component which addresses any client issues that may arise during our contact. We provide detail reporting to the Dealership(s) of all activity that occurs in connection with the clients contacts. The reporting is done via "_________________", the equity mining software, "______________", the dealers CRM system and a physical recap monthly report.

 

The Direct Dial Package you have selected for this campaign brings 65 prospects to your showroom. We assume a 30% show variance of non-reached customers. In addition, you have selected our BDC Support Package which covers 200 leads.

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SAFEGUARDS AGREEMENT

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This Safeguards Agreement is entered into by and between Hawkinson Nissan and Paramount Advertising, this 1st day of July, 2020.

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WHEREAS, Dealer and Service Provider are parties to that agreement dated July 1, 2020 (the "Agreement"); and

WHEREAS, Dealer is subject to the FTC Safeguards Rule, which became effective May 23, 2003; and

WHEREAS, the Safeguards Rule requires Dealer to ensure the security of Customer Information (as that term is defined in 16 CFR 3 l 4.2(b)) which may be provided to Service Provider.

NOW, THEREFORE, in consideration of the premises, the parties' desire to continue their course of dealing and the parties' mutual intent to comply with the Safeguards Rule, the parties agree as follows:

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1. Service Provider represents and warrants that it shall implement and maintain such safeguards as are necessary to protect the Customer Information provided by Dealer from unauthorized disclosure or use, using all reasonable means, or as Dealer may from time to time require. Service Provider shall, at Dealer's request, provide a written description of the safeguards it employs hereunder.

2. Service Provider shall inform Dealer of any known unauthorized access to or use of Customer Information within five days of the discovery of such access or use, and shall permit the Dealer or its representatives to review its safeguards from time to time without additional compensation.

3. Service Provider shall indemnify and hold Dealer harmless from any suits, complaints or causes of action of any kind arising out of or relating to Service Provider's failure to protect the Customer Information provided by Dealer to Service Provider.

4. All other terms of the Agreement shall remain in full force and effect.

 

DEALER

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SERVICE PROVIDER

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