270 Legal [Sample Agreements]

ONLINE AUTHORIZED REPRESENTATIVE AGREEMENT

THIS ONLINE AUTHORIZED REPRESENTATIVE AGREEMENT (“Agreement”) is entered into by and between Sprint Solutions Inc. on behalf of itself and its Affiliates that provide products and services (“Sprint”) and InPhonic, Inc, a Delaware corporation (“OAR”).

A. Sprint provides telecommunications goods and services to customers throughout the United States and select United States Territories.

B. OAR is engaged in the business of electronic commerce and direct response marketing through its or its OAR Partners (as defined in Section 1.2 below) web sites on the Internet (the “OAR Websites”).

C. OAR wants to receive compensation to solicit customers to subscribe to the Sprint telecommunications services and to sell products associated with those telecommunications services via its electronic commerce and direct response marketing under the terms and conditions of this Agreement.

The parties therefore agree as follows, with defined terms set forth in Section 18:

1. SCOPE OF AUTHORITY

1.1 Authorization. Sprint grants OAR the non-exclusive right to solicit subscriptions for Sprint Services through the OAR Websites or subcontractor website(s) set forth in Exhibit E and to sell Sprint Products in the United States and select United States Territories, subject to terms and conditions of this Agreement, including the following limitations and restrictions on geographic territory and customer categories:

(A) Non-Exclusive Relationship. Sprint may offer third parties exclusive rights with respect to certain territories or certain customer categories in its sole discretion. Sprint may also solicit Customers using its own sales force or other authorized representatives, including via the Internet. Sprint will determine the number and type of authorized representatives in its sole discretion.

(B) Reserved Accounts. OAR will not solicit or sign up Customers listed on the Reserved Account List posted on the Sprint Indirect Website without Sprint’s prior written consent. OAR must comply with all policies and guidelines with respect to Reserved Account List posted to the Sprint Indirect Website. OAR is responsible for checking the Sprint Indirect Website for updates to the Reserved Accounts List or to the policies and guidelines that apply to Reserved Accounts.

(C) Authorized Territories. Unless Sprint specifically authorizes OAR in writing, OAR will only solicit subscriptions for Customers or sell Sprint Products within the zip codes authorized by Sprint from time to time, as set forth on the Sprint Indirect Website. OAR may have to obtain a separate agreement to sell in some Sprint Affiliate territories, as identified on the zip code list.
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