Program Agreement - Time Warner Cable Business Class

7/19/2016
Time Warner Cable Business Class Services
Business Partner Referral Program:
Enrollment Package
Instructions:
All information must be typed with the exception of participants signatures where required.
1) Complete Initial Business Referral Form (Page 2)
a. All fields required
2) Complete Marketing Collaboration Agreement (pages 3-8)
a. Required fields on pages 3 & 7
b. Signature required on page 7
3) Complete W-9
a. Entity information, signature & date required (page 9)
4) Complete New Vendor Information Form
a. All highlighted fields required (pages 10-12)
b. OPTIONAL: If electing to enroll in Direct Deposit, please complete the ACH form on
page 13. Signature required. (page 13)
5) Print Business Partner Referral Program Enrollment Package
6) Physically sign all designated signature fields
a. Marketing Collaboration Agreement (page 7)
b. W-9 (page 9)
c. OPTIONAL: ACH Form (page 13)
7) Scan and email executed Enrollment Package to [email protected]
New business partner registration typically takes 2-4 weeks. Approved partners will receive e-mail
confirmation upon registration completion.
The terms of this agreement, as written, are necessary to ensure a seamless process for
approvals and on-boarding, so please do not edit, mark, or write anywhere in the Agreement
except the areas to complete the form.
1
Initial Business Referral Form
To become a registered Time Warner Cable Business Class (TWCBC) referral partner you are required to provide your
first potential TWCBC customer at the point of application. Please use the fields below to refer your first client to TWCBC.
Referral Guidelines
1. You are eligible for a referral payout only when the business you refer below signs a minimum 12 month service
agreement and installs new Time Warner Cable Business Class Services.
2. If the business you refer installs Time Warner Cable Business Class services, you will be eligible to receive a
referral payment equal to one month of the new recurring revenue. This referral commission will be paid out within
60 days of installation, once your paperwork has been approved.
3. Referrals of businesses owned, operated, or employed by the business partner will not qualify for a commission
payment.
4. Your referral will be routed to you preferred TWCBC Seller as soon as your registration is complete. You will be
able to check the status of the referral listed below once your application has been approved and you activate
your BPRP Portal account.
Initial Referral Information
(Details of First Referred Business)
Business Name:
First Name:
Last Name:
Phone No:
Address:
City:
State
Zip Code:
Email:
Preferred TWCBC
Account Executive:
TIME WARNER CABLE BUSINESS CLASS SERVICES
MARKETING COLLABORATION AGREEMENT
TIME WARNER CABLE BUSINESS CLASS SERVICES
MARKETING COLLABORATION AGREEMENT
This Time
Cable
Business
Class
Services
Marketing
Collaboration
Agreement
(“Agreement”),
effective
TimeWarner
Warner
Cable
Business
Class
Services
Marketing
Collaboration
Agreement
(“Agreement”),
effective
as of ________,
(the “Effective
Date”),
by and
between
(“Company”),
XX/XX
Entity Name
16 20__
as
of ________,
20____
(the “Effective
Date”),
is byisand
between
____________________________________________
This with
Time
Warner
Cable
Business
Class Services Marketing Collaboration
(“Agreement”),
with a principal
place
of business
atof business
, andAgreement
Time Warner
Cable
Address
(“Company”),
a principal
place
at ____________________________________________________________
effective
as ofLLC
________,
20__
(the
“Effective
Date”),
is by and
between
(“Company”),
Enterprises
(“TWC”),
with
a
principal
place
of
business
at
60
Columbus
Circle,
New
York,
NY
10023.
_____________________________________________________________________________ , and Time Warner Cable
with a principal place of business at
, and Time Warner Cable
Enterprises
LLC
with a
principal
place
of business
at
60
Circle, New
York,
10023.
Enterprises
LLC (“TWC”),
(“TWC”),
principal
place
businessthe
at video
60 Columbus
Columbus
New
York, NY
NY
10023.
WHEREAS,
TWC with
is inathe
business
of of
providing
services,Circle,
internet
services,
site
connectivity, and voice
communications services set forth on Exhibit A (the “Services”) to commercial customers in TWC’s operating areas (which is
WHEREAS,
TWC operating
is in the business
of providing
the video
services, internet
services,
sitetoconnectivity,
and voice
defined by
TWC’s internal
procedures
and is subject
to amendment
by TWC
from time
time) (the “Territory”);
communications
services set forth on Exhibit A (the “Services”) to commercial customers in TWC’s operating areas (which is
and
defined by TWC’s internal operating procedures and is subject to amendment by TWC from time to time) (the “Territory”);
and
WHEREAS, TWC desires to expand its commercial customer base to include a greater number of active
commercial customers in the Territory; and
WHEREAS, TWC desires to expand its commercial customer base to include a greater number of active
commercial
customersTWC
in thedesires
Territory;
andCompany’s services on a nonexclusive basis to promote and market the Services
WHEREAS,
to use
to prospective commercial customers within the Territory, and TWC has agreed to compensate Company for such services,
TWC desires to use Company’s services on a nonexclusive basis to promote and market the Services
all as set WHEREAS,
forth in this Agreement.
to prospective commercial customers within the Territory, and TWC has agreed to compensate Company for such services,
all as set NOW,
forth inTHEREFORE,
this Agreement.
intending to be legally bound, TWC and Company agree as follows:
NOW,
THEREFORE,
intending
legally
TWC and Company
agree as follows:
1.
Appointment.
Subjecttotobethe
termsbound,
and conditions
of this Agreement,
TWC hereby appoints Company,
and Company hereby accepts such appointment, as a non-exclusive independent representative for the promotion and
Appointment.
Subject
to the terms
and conditions
of this the
Agreement,
TWC herebySubject
appoints
marketing1.of the Services
to potential
commercial
customers
located within
Territory (“Targets”).
to Company,
the terms
and conditions
Company hereby
accepts suchTWC
appointment,
a non-exclusive
independent
the promotion
and
of this Agreement,
authorizesas
Company,
in and limited
to the representative
Territory, to (a)formarket
and promote
marketing
the Services
potential
customers
located
the Territory
to directly
the terms
Services toofTargets
and (b)torefer
such commercial
Targets to TWC.
Company
haswithin
no authority
to, and(“Targets”).
agrees thatSubject
it will not,
or
and
conditions
this Agreement,
authorizes educational
Company, inprograms
and limited
to the Territory,
to (a) market
and(“MDUs”);
promote
indirectly,
solicitofTargets
that: (i) areTWC
publicly-funded
or entities;
(ii) are multi-dwelling
units
Services
to Targetscustomers;
and (b) refer
TWC.
Companyservices
has no authority
to, and
agrees
that it willherein;
not, directly
or
(iii) are residential
(iv)such
are Targets
existing toTWC
commercial
customers,
except
as provided
(v) are
indirectly,
solicit
Targets that: services,
(i) are publicly-funded
educational
programs
or entities;
(ii) are businesses
multi-dwelling
providers of
communications
whether as private
or common
carriers;
(vi) constitute
thatunits
are (“MDUs”);
owned by
(iii)
are residential
customers;
(iv) are
existing TWC
commercial
customers,
except
as provided
(v) are
Company
or with which
Company
is otherwise
affiliated;
(vii) are services
located outside
of the
Territory;
or (viii) herein;
are purchasing
providers
of communications
services,
whether
as private
common
carriers;
(vi) constitute
businesses
are owned
TWC’s Business
Class National
Teleworker
Service
or anyorother
product
or service
of TWC that
does notthat
constitute
part by
of
Company
or with
Company
is otherwise
affiliated; (vii)
areoflocated
thean
Territory;
or (viii)
are purchasing
the “Services”,
as which
that term
is defined
in this Agreement
(each
Sectionoutside
1(i) – of
1(ix)
“Excluded
Target”).
Excluded
TWC’s
Class National
Teleworker
Service or
productNotwithstanding
or service of TWC
that does
notcontrary
constitute
part of
TargetsBusiness
will be considered
rejected
Targets pursuant
to any
this other
Agreement.
anything
to the
in Section
the
“Services”,
that
termTargets
is defined
Agreement
(each of Section
1(i)customers
– 1(ix) anso“Excluded
Target”).
Excluded
1 (iv),
Companyas
may
solicit
that in
arethis
existing
TWC commercial
services
long as the
solicitation
relates
Targets
be considered
rejected
Targets
to this (“Line
Agreement.
Notwithstanding
to the contrary
in Section
to a line will
of business
(internet,
phone,
cable,pursuant
and ethernet)
of Business”)
that TWCanything
is not currently
providing
to such
1
(iv), Company may solicit Targets that are existing TWC commercial services customers so long as the solicitation relates
customer.
to a line of business (internet, phone, cable, and ethernet) (“Line of Business”) that TWC is not currently providing to such
customer.2.
Company Obligations.
2.
Company
Obligations.
2.1.
Company
will use commercially reasonable efforts to refer, market and promote Services to
Targets and refer such Targets to TWC, in accordance with the terms and conditions of this Agreement. Company (a) will
2.1.
Company
will practices
use commercially
efforts to refer,
market
and promote
to
avoid deceptive, misleading
or unethical
that are orreasonable
might be detrimental
to TWC,
the Services,
or theServices
public; (b)
Targets
and refer
Targets to TWC,
in accordance
thetoterms
conditions
of this
Company
(a) will
will not make
falsesuch
or misleading
representations
with with
regard
TWCand
or the
Services;
(c) Agreement.
will not publish
or employ,
or
avoid
deceptive,
practices
are or might
be detrimental
to TWC,
the Services,
or to
theTWC
public;
(b)
cooperate
in the misleading
publication or unethical
employment
of, anythat
misleading
or deceptive
advertising
material
with regard
or the
will
not make
falsenot
or make
misleading
representations
with regard
to TWC ortotheTargets
Services;
(c) the
will trade
not publish
or employ,
or
Services;
(d) will
representations,
warranties
or guarantees
or to
with respect
to the
cooperate
in the
publication
or employment
any misleading
deceptive advertising
materialdistributed
with regard
TWCor
or that
the
specifications,
features
or capabilities
of theof,Services
that are or
inconsistent
with the literature
bytoTWC,
Services;
will behalf
not make
representations,
warranties
or guarantees
to any
Targets
or to the trade
with or
respect
to that
the
purport to (d)
be on
of TWC
or in TWC’s name;
and (e)
will not make
representation(s),
express
implied,
specifications,
or capabilities
of the
Services
that or
arethat
inconsistent
the literature
distributed
by by
TWC,
or that
Company is anfeatures
employee,
partner or joint
venture
of TWC,
Company with
has any
authority to
bind TWC,
contract
or
purport
to be
on behalf
TWC or records
in TWC’s
and (e)hereunder
will not make
any permit
representation(s),
express
implied,upon
that
otherwise.
Company
willofmaintain
of name;
its activities
and will
TWC to review
suchorrecords
Company
an employee,
partner
jointtoventure
of TWC,
or thatcompliance
Company has
to bind TWC, by contract or
reasonableisprior
written notice
fromor
TWC
determine
Company’s
withany
thisauthority
Agreement.
otherwise. Company will maintain records of its activities hereunder and will permit TWC to review such records upon
reasonable prior written
from TWC
with this
2.2. notice
Company,
at to
its determine
expense, Company’s
will complycompliance
with all local,
stateAgreement.
and federal laws and regulations
applicable to its performance hereunder (including without limitation all laws relating to consumer protection and unfair trade
Company,
at its expense,
will orcomply
all local,
state
and federal
laws and
regulations
practices) and will 2.2.
obtain, renew,
and maintain
any license
permit with
necessary
for the
conduct
of Company’s
business.
applicable to its performance hereunder (including without limitation all laws relating to consumer protection and unfair trade
practices) and will 2.3.
obtain, renew,
and maintain
anyalicense
permit necessary
for the conduct
Company’s
business.
TWC grants
Company
limited,ornonexclusive,
nontransferable
rightofduring
the Term
to use, copy
and distribute in their entirety to Targets any TWC marketing and promotional materials regarding the Services provided by
2.3.
TWC
grants
limited,
nonexclusive,
the Term to(the
use,“TWC
copy
TWC to Company.
Company
shall
not Company
make usea of
TWC’s
trademarks, nontransferable
service marks, right
logosduring
or designations
and
distribute
theirasentirety
to Targets
any TWC
marketing
promotional
materials regarding
Servicestoprovided
by
Marks”),
otherinthan
the same
are included
within
TWC’s and
marketing
and promotional
materialstheprovided
Company,
TWC
Company.
shall not make use of TWC’s trademarks, service marks, logos or designations (the “TWC
withouttoTWC’s
prior Company
written consent.
Marks”), other than as the same are included within TWC’s marketing and promotional materials provided to Company,
without TWC’s prior written consent.
3
3.
Term. This Agreement will commence on the Effective Date and continue for a period of one (1) year (the
“Term”), unless earlier terminated in accordance with Section 11. This Agreement shall continue thereafter on a month-tomonth basis unless terminated upon written notice by one of the parties giving at least thirty (30) days’ prior written notice to
the other party.
4.
Referral Process. Company will introduce TWC sales personnel to Targets and facilitate meetings
between TWC sales personnel and Targets. For each Target that Company is referring to TWC, Company will submit an
electronic Target lead form online as directed by TWC via an online point of interaction between TWC and Company (the
“Portal”). Target referrals that are not submitted via the Portal will not be valid. In addition, Target leads that are submitted
by Company via the Portal may not be considered valid, registered leads unless and until such referral registrations are
approved in writing (which may include electronic notification) by a TWC Sales Manager or Director. If a TWC Sales
Manager or Director electronically approves a Target lead that has been submitted by Company via the Portal, and such
Target is not an Excluded Target (as defined in Section 1, above), then such Target will be considered an “Approved Lead”
and the date the applicable Target lead form was submitted to the Website will be considered the “Lead Effective Date.”
Approved Leads are valid for 180 days from the Lead Effective Date, meaning that if an Approved Lead has not executed an
agreement for Services with TWC for a minimum one (1) year term within 180 days after the Lead Effective Date, (i) no
Referral Fee will be owed with respect to the Target, and (ii) Company must submit a new lead form for the applicable Target
via the Portal if Company would like to be eligible to earn a Referral Fee with respect to that Target. Nothing in this
Agreement will obligate TWC to accept any introduction to a Target, and TWC will retain sole and absolute discretion to
determine whether to negotiate with or enter into a transaction for Services with any Target.
5.
Fee.
5.1.
If any Approved Lead introduced to TWC by Company executes an agreement for a minimum
one (1) year Service term with TWC within one hundred eighty (180) days of the applicable Lead Effective Date, TWC will
pay to Company a one-time referral fee for the applicable Service(s) ordered by such Approved Lead as set forth on Exhibit
A (“Referral Fee”). The parties agree that the Referral Fee will be a payment solely with respect to a particular Approved
Lead, and that such payment will be the sole, exclusive, and final compensation due from TWC to Company with respect to
Company’s referral of each such Approved Lead. The Referral Fees will be due and payable by TWC to Company sixty (60)
days after TWC has installed the applicable Services ordered by the Approved Lead. Notwithstanding the foregoing, if an
Approved Lead that executes a minimum one (1) year Service agreement with TWC disconnects Service(s) within the first
six (6) months after the Service(s) have been installed by TWC, Company will refund to TWC the Referral Fee paid by TWC
to Company with respect to such Approved Lead (or TWC, at its sole option, may set-off such amount of a previously paid
Referral Fee from future Referral Fees owed by TWC to Company).
In no event will TWC pay any Referral Fee to Company hereunder with respect to any Target lead that (i) did not become an
Approved Lead pursuant to Section 4 above prior to such Target lead’s placement of an order for Services with TWC; or (ii)
constitutes an Excluded Target or other TWC-rejected Target. For the avoidance of doubt, this Agreement is intended only
for the referral of new TWC customers and new Lines of Business to existing TWC customers by Company and TWC has no
obligation to pay a Referral Fee based on any renewal or upgrade of an existing agreement between TWC and an existing
TWC customer. Notwithstanding anything to the contrary herein, in the event that more than one person or entity, including,
but not limited to, Company and TWC, is involved in the referral of an Approved Lead that results in an agreement for
Services between such Target and TWC, TWC will generally pay the entire Referral Fee to the person or entity through the
closed sale of an Approved Lead. In certain circumstances, however, TWC may elect in its discretion to apportion the
Referral Fee hereunder between such entities.
5.2.
For avoidance of doubt, and in accordance with the terms of Section 13 below, this Agreement
supersedes all prior agreements between TWC and Company with respect to the promotion, marketing and referral services
provided by Company (“Prior Agreements”).
6.
No Agency. Company is engaged by TWC solely as an independent contractor and not as an agent,
employee, joint venturer, or partner, and has no authority to bind TWC to any third party, by contract or otherwise. Company
will not have, and will not represent that it has, any authority to assume or create any obligation, express or implied, to enter
into any agreements regarding Services, or to make any warranties or representations on behalf of TWC or in TWC’s name.
Company shall not represent itself as a TWC-sponsored agent, re-seller, or alternate channel sales partner. Company
represents that, as of the Effective Date, it is not an existing TWC agent, channel sales partner, TWC employee, or family
member of a TWC employee.
7.
Proprietary Information.
7.1.
TWC may provide Company with certain confidential and proprietary information (“Confidential
Information”). The term Confidential Information shall include, but is not limited to: Customer Information (as defined below),
business plans, marketing plans and procedures, strategies, proposals and budgets, financial information and forecasts,
other information that constitutes proprietary or trade secret information belonging to TWC, and information that is
4
reasonably considered proprietary or confidential, regardless of whether marked as such. Company agrees to hold all such
Confidential Information in the strictest confidence and not to use such Confidential Information for any purpose other than
as is strictly required to perform Company’s services pursuant to this Agreement. Company will not disclose any such
Confidential Information to any third party without the prior written consent of TWC.
7.2.
Without limiting the foregoing and notwithstanding any other provision of this Agreement, and
except to the extent necessary to perform Company’s obligations under this Agreement, Company will not access, gather
and/or retain any data that relates to TWC’s customers (“Customer Information”) and will not take any action, or allow any
third party to take any action, that would enable a third party to access, gather, or retain any such Customer Information for
any purpose. Company acknowledges and agrees that all Customer Information is, as between Company and TWC, the
sole property of TWC and shall be considered TWC’s Confidential Information hereunder (irrespective of the form in which
such information is collected, gathered, or received by Company hereunder and irrespective of whether marked or otherwise
identified as confidential). Company will not use any Customer Information for any purposes except as strictly required for
the provision of Company’s services hereunder, and, specifically, shall not use any Customer Information for soliciting or
referring, or to permit or cause others to solicit or refer, any TWC customer(s) and Targets to subscribe to any non-TWC
services or to promote the sale of any non-TWC product, and Company shall under no circumstance directly or indirectly
reveal any Customer Information to any third party for any reason without TWC’s express advance written consent, which
may be withheld in TWC’s sole discretion for any reason or no reason. Company will provide TWC with immediate written
notice upon Company’s discovery or receipt of notification of any actual, potential, or threatened unauthorized access to,
use, and/or disclosure of any Customer Information in the possession or control of Company or any of its representatives or
otherwise occurring through the provision of services provided by Company hereunder (each a “Security Breach”) and,
except as otherwise directed by TWC, immediately and at its own expense investigate and take all steps to identify, prevent,
and mitigate the effects of any Security Breach. Company will promptly provide to TWC a detailed description of any such
Security Breach, any affected Customer Information, the identity of affected TWC customers, and any other information as
TWC may request concerning the Security Breach, and conduct any recovery necessary and requested by TWC to
remediate the impact of such Security Breach.
7.3.
Company acknowledges that in the event of an actual or threatened breach of this Section 7,
TWC may be irreparably harmed and may not have an adequate monetary remedy, and therefore will be entitled to seek
injunctive or other equitable relief without any requirement to post bond. Such remedy will be in addition to any other
remedies available to TWC at law or in equity.
7.4
The obligations of confidentiality contained herein will not apply to any information that: (a) was or
becomes generally available to the public or otherwise part of the public domain other than through any act or omission of
Company in breach of this Agreement; (b) was disclosed to Company, other than under an obligation of confidentiality, by a
third party who had no obligation to the other party not to disclose such information to others; (c) is independently developed
by Company; or (d) is required to be disclosed under operation of law or governmental process; provided, however, that in
the event Company is required to disclose Confidential Information under operation of law or government process, Company
shall provide TWC with sufficient advance written notice prior to such disclosure and reasonably cooperate with TWC to take
any and all available steps as requested by TWC to object to such disclosure.
8.
Company Representations and Warranties. Company represents and warrants that (a) it has the full
corporate right, power, and authority to enter into and perform its obligations under this Agreement, (b) its execution and
performance of this Agreement does not and will not violate any agreement to which it is a party or by which it is otherwise
bound or any applicable law; (c) it has sufficient technical expertise to enable it to perform its obligations under this
Agreement; and (d) Company has not relied upon any statements or representations by TWC in deciding to enter into this
Agreement. Company also acknowledges and agrees that the following persons and entities are not eligible to perform
services for TWC pursuant to this Agreement: companies owned in whole or in part by, or that have as a principal
stakeholder, a current or former TWC employee, or an immediate family member of a current or former TWC employee
(where “immediate family member” is defined as a spouse, parent, child, sibling, grandparent, or grandchild, and entities
satisfying (i) or (ii) are referred to as “Excluded Entities”). Company represents and warrants that it is not an Excluded Entity.
9.
Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TWC MAKES NO WARRANTY
TO COMPANY WITH RESPECT TO THIS AGREEMENT OR THE SERVICES AND EXPRESSLY DISCLAIMS ALL
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
10.
Indemnification. Company will indemnify, defend and hold harmless TWC and its affiliates, and their
respective officers, directors, employees, agents, members, partners, successors and assigns, from and against any and all
losses, damages, liabilities, claims or lawsuits, including any costs, reasonable attorneys’ fees and all awards and/or
judgments to which the indemnified party may become subject, due to or arising out of (a) any act or omission of Company,
its employees, or agents in promoting or marketing the Services or otherwise performing its obligations hereunder, including
without limitation any willful or negligent acts or omissions of Company, its employees, or agents; (b) any representation or
warranty made by Company, its employees, or agents relating to the Services; or (c) any breach of any of Company’s
representations, warranties, or covenants set forth herein.
5
11.
Termination. This Agreement may be terminated at any time by TWC with or without cause upon thirty
(30) days written notice to Company. Upon termination or expiration of this Agreement, Company will promptly return all
materials containing TWC’s Confidential Information. COMPANY ACKNOWLEDGES AND AGREES THAT TWC WILL NOT
BE LIABLE TO COMPANY FOR DAMAGES OF ANY KIND, INCLUDING INCIDENTAL, INDIRECT, SPECIAL,
EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF GOODWILL, PROSPECTIVE PROFITS, OR
ANTICIPATED INCOME, ON ACCOUNT OF THE TERMINATION OR EXPIRATION OF THIS AGREEMENT IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, WHETHER RELATED TO COMPANY’S EXPENDITURES,
INVESTMENTS, LEASES, COMMITMENTS MADE BY COMPANY, OR ANY OTHER REASON. COMPANY WAIVES ANY
RIGHT IT MAY HAVE TO RECEIVE ANY COMPENSATION OR REPARATIONS UPON TERMINATION OR EXPIRATION
OF THIS AGREEMENT UNDER THE LAW OF THE TERRITORY OR OTHERWISE, OTHER THAN AS EXPRESSLY
PROVIDED IN THIS AGREEMENT. Company acknowledges that (a) Company has no expectation and has received no
assurances that any investment by Company in its performance of this Agreement will be recovered or recouped or that
Company will obtain any anticipated amount of profits by virtue of this Agreement, and (b) Company will not have or acquire
by virtue of this Agreement or otherwise any vested proprietary or other right in the promotion of the Services or in any
"goodwill" created by its efforts hereunder. Sections 5, 7, 8, 9, 10, 11, 12, 13, and 17 of this Agreement will survive any
termination or expiration of this Agreement.
12.
Limitation of Liability. IN NO EVENT WILL TWC BE LIABLE FOR LOST PROFITS OR OTHER
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING FROM OR OTHERWISE
RELATED TO THIS AGREEMENT EVEN IF TWC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN
NO EVENT WILL TWC’S CUMULATIVE LIABILITY HEREUNDER EXCEED THE REFERRAL FEES RECEIVED BY
COMPANY IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE APPLICABLE CLAIM.
13.
Entire Agreement; Modification. This Agreement constitutes the entire agreement between Company
and TWC with respect to the subject matter hereof, and supersedes all prior oral or written agreements and understandings,
if any, relating to the subject matter hereof. This Agreement may not be modified except in writing signed by the parties
hereto.
14.
Assignment and TWC Affiliate Rights. This Agreement will be binding upon and inure to the benefit of
the parties and their respective heirs, legal representatives, successors and permitted assigns. Company may not, without
the prior written consent of TWC, assign, delegate, or otherwise transfer this Agreement or any obligation incurred
hereunder, and any attempt to do so in contravention of this Section 14 will be void and of no force and effect. TWC, at its
option, may exercise any of its rights or remedies under this Agreement, and/or perform any of its duties or obligations
hereunder, by itself or through any TWC Affiliate in conformity with the terms and conditions of this Agreement. For the
purposes of this Section, “TWC Affiliate” means: (i) any of Time Warner Cable Inc. (“TWCI”), Time Warner NY Cable LLC
(“TWNY”), Time Warner Entertainment-Advance/Newhouse Partnership (“TWEAN”); and (ii) any other corporation,
partnership, joint venture, trust, joint stock company or other entity as to which any one or more of TWCI, TWC, TWNY or
TWEAN owns or controls at least twenty-five percent (25%) of the voting securities of such entity.
15.
Notices. Except for notices from TWC to Company pursuant to Section 4 or 5, which may be delivered
electronically, all notices or other communications hereunder will be delivered by personal delivery, nationally recognized
express courier or certified or registered U.S. mail, return receipt requested, and will be deemed given upon receipt at the
addresses set forth above on the first page of this Agreement, or such other address as a party may specify in writing. A
copy of all notices sent to TWC hereunder must be sent to Time Warner Cable Enterprises LLC, Attention: General Counsel,
60 Columbus Circle, New York, NY 10023.
16.
Non-exclusive Relationship. The parties agree that at any time during the Term either Company or TWC
may freely enter into any similar arrangement with any third party.
17.
Miscellaneous. No term or provision contained herein will be deemed waived and no breach excused
unless such waiver or consent is in writing and signed by the parties. If any provision of this Agreement is for any reason
found to be unenforceable by a court of competent jurisdiction, the remainder of this Agreement will continue in full force and
effect unless the omission of such terms would materially alter the overall obligations of the parties as expressed in this
Agreement. No party hereto will be liable to any other party for any failure, delay, or interruption in the performance of any of
the terms or conditions contained in this Agreement due to causes entirely beyond the control of that party, including, without
limiting the generality of the foregoing, strikes, boycotts, labor disputes, embargoes, acts of God, acts of public enemy, acts
of governmental authority, floods, riots, or rebellion. The interpretation, validity, and enforcement of this Agreement, and all
legal actions brought under or in connection with the subject matter of this Agreement, will be governed by the laws of the
State of New York (except that any conflicts-of-law principles of such state that would result in the application of the law of
another jurisdiction will be disregarded). Any legal action brought under or in connection with the subject matter of this
Agreement will be brought only in the United States District Court for the Southern District of New York or, if such court
would not have jurisdiction over the matter, then only in a New York State court sitting in the Borough of Manhattan, City of
New York. Each party submits to the exclusive jurisdiction of these courts and agrees not to commence any legal action
under or in connection with the subject matter of this Agreement in any other court or forum. Each Party waives any
objection to the laying of the venue of any legal action brought under or in connection with the subject matter of this
6
Agreement in the Federal or state courts sitting in the Borough of Manhattan, City of New York, and agrees not to plead or
claim in such courts that any such action has been brought in an inconvenient forum. The parties hereby waive any right to
trial by jury in any court with respect to any contractual, tortious, or statutory claim, counterclaim, or cross-claim against the
other arising out of or connected in any way to this Agreement, because the parties hereto, both of whom are represented by
counsel, believe that the complex commercial and professional aspects of their dealings with one another make a jury
determination neither desirable nor appropriate. Company shall not use TWC’s or TWC Affiliates’ names or logos, or
otherwise issue any publicity releases or make any public statement(s) (including without limitation in the form of news
releases, advertising or solicitation materials, or blog or social media postings) relating to this Agreement or the Services to
be performed hereunder, without the prior written approval of TWC. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which will together constitute one and the same instrument.
The individuals signing below represent, warrant, and covenant to each other, to TWC, and to Company that they
are duly authorized to execute and deliver this Agreement on behalf of the entity for which they have signed.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date.
TIME WARNER CABLE ENTERPRISES LLC
[COMPANY]
By: _____
By (Signature):
Name: __
Name: __
Title: __TWCBC Vice President of Commercial Sales
Title: ___
Date: ___
Date: ___XX/XX/XX
Email Address: _
FORM – TWC Referral Partner Agreement Revised FINAL 01 10 14
7
2/10/2014
EXHIBIT A
SERVICES AND REFERRAL FEE
TWC Services:
Internet Access
Ethernet Services
Video Services
Voice Services (Business Class Phone, SIP, and PRI)
Cloud Services including NaviSite
Notwithstanding the foregoing, the “Services” hereunder do not include, and Company is not permitted to promote or market,
TWC’s Business Class National Teleworker Service. For the avoidance of doubt, in no event shall Company be entitled to a
Referral Fee in connection with TWC’s Business Class National Teleworker Service.
Referral Fee
Subject to the terms of Section 5 of the Agreement and the following paragraph, the Referral Fee will equal 100% of the Monthly
Recurring Charge (MRC) (excluding taxes & surcharges), as defined and charged to the Approved Lead under the applicable
Service agreement entered into between TWC and such Approved Lead.
Notwithstanding the foregoing, in no event shall TWC pay a Referral Fee for any particular Service agreement in excess of $5000
unless such amount has been expressly approved in writing by the TWC Vice President of Sales.
7
8
W-9
Request for Taxpayer
Identification Number and Certification
Form
(Rev. October 2007)
Department of the Treasury
Internal Revenue Service
Give form to the
requester. Do not
send to the IRS.
Print or type
See Specific Instructions on page 2.
Name (as shown on your income tax return)
Business name, if different from above
Check appropriate box:
Individual/Sole proprietor
Corporation
Partnership
Limited liability company. Enter the tax classification (D=disregarded entity, C=corporation, P=partnership)
Other (see instructions)
©
Exempt
payee
©
Address (number, street, and apt. or suite no.)
Requester’s name and address (optional)
Time Warner Shared Services
7800 Crescent Executive Dr
Charlotte, NC 28217
City, state, and ZIP code
List account number(s) here (optional)
Part I
Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid
backup withholding. For individuals, this is your social security number (SSN). However, for a resident
alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is
your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.
Social security number
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose
number to enter.
Employer identification number
Part II
or
Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding, and
3. I am a U.S. citizen or other U.S. person (defined below).
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup
withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply.
For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement
arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must
provide your correct TIN. See the instructions on page 4.
Sign
Here
Signature of
U.S. person ©
Date ©
Definition of a U.S. person. For federal tax purposes, you are
considered a U.S. person if you are:
● An individual who is a U.S. citizen or U.S. resident alien,
● A partnership, corporation, company, or association created or
organized in the United States or under the laws of the United
States,
● An estate (other than a foreign estate), or
● A domestic trust (as defined in Regulations section
301.7701-7).
Special rules for partnerships. Partnerships that conduct a
trade or business in the United States are generally required to
pay a withholding tax on any foreign partners’ share of income
from such business. Further, in certain cases where a Form W-9
has not been received, a partnership is required to presume that
a partner is a foreign person, and pay the withholding tax.
Therefore, if you are a U.S. person that is a partner in a
partnership conducting a trade or business in the United States,
provide Form W-9 to the partnership to establish your U.S.
status and avoid withholding on your share of partnership
income.
The person who gives Form W-9 to the partnership for
purposes of establishing its U.S. status and avoiding withholding
on its allocable share of net income from the partnership
conducting a trade or business in the United States is in the
following cases:
General Instructions
Section references are to the Internal Revenue Code unless
otherwise noted.
Purpose of Form
A person who is required to file an information return with the
IRS must obtain your correct taxpayer identification number (TIN)
to report, for example, income paid to you, real estate
transactions, mortgage interest you paid, acquisition or
abandonment of secured property, cancellation of debt, or
contributions you made to an IRA.
Use Form W-9 only if you are a U.S. person (including a
resident alien), to provide your correct TIN to the person
requesting it (the requester) and, when applicable, to:
1. Certify that the TIN you are giving is correct (or you are
waiting for a number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S.
exempt payee. If applicable, you are also certifying that as a
U.S. person, your allocable share of any partnership income from
a U.S. trade or business is not subject to the withholding tax on
foreign partners’ share of effectively connected income.
Note. If a requester gives you a form other than Form W-9 to
request your TIN, you must use the requester’s form if it is
substantially similar to this Form W-9.
● The U.S. owner of a disregarded entity and not the entity,
Cat. No. 10231X
TX
9
Form
W-9
(Rev. 10-2007)
Page 1 of 3
Revised 10/04/2010
New Vendor Information Form
Region/BU:
Source of Request:
Vendor Information
Vendor Name:
Entity Name should match W9
Vendor Classification:
If Other:
Partner Program
Supplier Type:
Vendor Type:
Brief description of goods to be purchased or services to be received:
TWCBC Business Partner Referral Program
Government Classification:
U.S. Tax Information:
Tax Payer ID:
Tax Payer ID Type:
SSN
All foreign vendors must provide appropriate Form W-8 according to filing status: BEN,ECI,EXP or IMY
Assignment Information
Are your Accounts Receivable assigned to another company?
If yes:
Yes
No
Company Name:
Contact Person:
Email:
Minority Information
Minority Type:
If Other:
Veteran Type:
Small Business:
Certificate # :
% Ownership:
Begin Date:
End Date:
Independent Contractor Information (Must provide physical address)
First Name: _____________________________
Middle Initial: _______
Last Name: _____________________________
Social Security #: _________________
Contract Amount: ________________________
Contract Date: ____________________
Is Independent Contractor Checklist Required?
Yes
No
Received and Approved?
Yes
No
10
Ongoing Contract
New Vendor Information Form
Page 2 of 3
Procurement Options and ACH Information
Does your company accept P-Card (Mastercard)?
Yes
No
Would you like your payments electronically deposited?
Yes
No
(if so please complete PAGE x BELOW)
Payment Terms:
Contact Information
Name:
Title:
Email:
Phone:
Ext:
Fax:
Certificate of Insurance Information
Certificate of Insurance, Applicable
Yes
No
Certificate of Insurance, Received
Yes
No
See Risk Management website for more details
Class Required
Physical Address Information
NO PO BOX
Address 1:
Address 2:
Address 3:
City:
State:
Zip:
Email:
Phone:
Ext:
Fax:
Remit Address Information
Address 1:
Address 2:
Address 3:
City:
State:
Zip:
Email:
Phone:
11
Ext:
Fax:
New Vendor Information Form
Page 3 of 3
Form Approval
Requested By:
TWCBC Account Executive
Reason:
new vendor for TWCBC Partner Program
(If different than Prepared By)
Email Address:
Prepared By:
Date Prepared:
Approved By:
Date Approved:
IMPORTANT: In accordance with the Payment Card Industry Data Security Standard (PCI DSS) Time Warner Cable is required to perform certain due diligence activities as it relates to vendors who will store, process or transmit any customer payment card information (e.g., credit/debit card account numbers, expiration dates, verification codes) on our behalf.
If this vendor will store, process, transmit or destroy any payment card information on behalf of Time Warner Cable, you are responsible for contacting Patty Brandow (Internal Controls Compliance), at [email protected], to discuss the new vendor relationship.
Once approved, please send to Shared Services via e-mail [email protected]. (Forms
will only be accepted from designated approvers).
12
ACH FORM OPTIONAL. REQUIRED IF ENROLLING IN DIRECT DEPOSIT ONLY.
TIME WARNER CABLE
AUTHORIZATION AGREEMENT FOR AUTOMATIC DEPOSITS FOR VENDOR PAYMENTS
(ACH DEBITS/CREDITS)
Please complete the entire form or we will be unable to process your request. We will return the form to you for any
omissions. Time Warner Cable Shared Services Accounts Payable Department will complete those areas shaded in gray. It is
recommended that you verify your ABA routing number and account number with your bank before completing the boxes
below.
Send completed form to:
Attn: Vendor Management
Time Warner Cable Shared Services – Accounts Payable
7800 Crescent Executive Drive
Charlotte, NC 28217
Fax – 704-973-6133
Vendor Name:
Mailing Address:
City:
State:
Zip:
Contact Name (please print):
*required field
Telephone:
Fax:
E-mail (please print):
*required field
Federal TIN #
Circle One:
New ACH
ABA Routing Number
Change to Existing ACH
Stop ACH
Account Number
Type (Circle one)
Checking
Savings
Bank Name
Branch Phone Number
Branch Address
Date of First Cent Test
ACH test setup date and initials
Date completed and initials
After Time Warner Cable receives this completed agreement and when the initial setup of your direct deposit has been completed, a confirmation letter of
the $0.01 test will be sent to the vendor address and contact. Please check the appropriate box on the confirmation letter and return it to Shared Services
Accounts Payable as soon as possible. The completed confirmation letter should be faxed to 704-973-6133. For changes to existing ACH, please allow five
business days for changes to be effective.
I hereby authorize Time Warner Cable to transmit payments to the account indicated above. I also understand that Time Warner Cable has the right to recall
invalid or incorrect payments within five business days of the payment being made. This authority is to remain in full force and effect until Time Warner
Cable has received written notification from us of its termination in such time and in such manner as to afford Time Warner Cable and the Depository
reasonable time to act on it.
I certify that I have the authority to approve ACH transactions and sign this agreement.
Name
Title
Authorized Signature
Date
13
XX/XX/XX