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Retainer Agreement Terms



In this Agreement, the party who is contracting to receive services shall be referred to as “Client”, and Access Autos, LLC who will be providing the services shall be referred to as “Consultant”. Consultant has a background in automotive sales consulting and is willing to provide services to Client based on this background. Client remains responsible for all of their decisions.
Client desires to have services provided by Consultant.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES Beginning on the day Client pays upfront Service Retainer fee to Consultant, Consultant will provide the following services (collectively, the “Services”):
Assist Client as they seek to purchase a new vehicle from a franchise car dealership. Services include Consultant locating a vehicle that closely matches Client’s request within the Consultant’s local dealer network. Consultant to negotiate terms of sale with said dealer including, but not limited to, selling price, capitalization costs (lease), finance terms, as well as pricing on products being offered by dealer finance department. When applicable, Consultant will negotiate a buy bid or purchase value on a vehicle being traded in towards the purchase of a new vehicle. Services are considered Auto Buying Services and Consultant works in the capacity of a licensed Auto Broker.
Additional “optional” services are available such as home or office delivery of said new vehicle at an additional cost of $200 paid to the Consultant by Client and is not considered part of the Service Retainer Fee. “Delivery” is defined as Consultant and/or selling dealer’s employee to deliver new vehicle to Client’s place of residence or employment along with required sales and finance documents to be signed by Client at time of delivery.
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed and the specific hours to be worked by Consultant shall be determined by Consultant. Client will rely on Consultant to work as many hours as may be reasonably necessary to fulfill Consultant’s obligations under this Agreement.
3. RETAINER/PAYMENT. Client will pay a retainer to Consultant for the Services in the amount of $95.00. This fee shall be payable in advance upon contract acceptance. This retainer is non-refundable after Consultant has located a vehicle and presented Client with pricing or financing options.
4. SUPPORT SERVICES. Client will provide the following support services for the benefit of Consultant: Provide all documents and information necessary to complete vehicle purchase as requested by selling dealer.
5. TERM/TERMINATION. This Agreement shall terminate automatically upon completion by Consultant of the Services required by this Agreement.
6. RELATIONSHIP OF PARTIES. It is understood by the parties that Consultant is an independent contractor with respect to Client, and not an employee of Client. Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Consultant.
7. DISCLOSURE. Consultant is required to disclose any outside activities or interests that conflict or may conflict with the best interests of Client. Prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly, to other consulting relationships that may conflict with this Agreement. Consultant receives fees from many auto dealers by referring clients to purchase new vehicles to their dealership. This fee is commonly referred to as a “broker fee”. Broker fees are paid directly to the consultant and are not to be charged directly to Client. The Consultant is not an Attorney, nor licensed to practice law. Discussions can skirt legal issues and should be interpreted as opinions, or things to consider. If legal advice is desired, consult an Attorney. Consultant is not a CPA, nor a Tax Professional. Discussions can and do involve accounting and presentation of financial results and projections. When Tax advice is requested, contact a CPA or Tax professional. Consultant is not an employee of any franchise auto dealer or financial institution. Therefore consultant cannot speak for any particular institution. Auto dealerships and financial institutions regularly change their policies and procedures. Therefore advice should be considered as a general methodology. Client maintains control of all decisions and should reject advice that they do not agree with. Client may find that things have changed after they enter a relationship with a dealer or lender, or other business concern. Consultant cannot control future events, therefore cannot be responsible for long term outcomes of business or financing strategies.
8. EMPLOYEES. Consultant’s employees, if any, who perform services for Client under this Agreement shall also be bound by the provisions of this Agreement.
9. CONFIDENTIALITY. Client recognizes that Consultant has and will have the following information: – business affairs; financial information; personal information; future plans; and other proprietary information (collectively, “Information”) which are valuable, special and unique assets of Client and need to be protected from improper disclosure. In consideration for the disclosure of the Information, Consultant agrees that Consultant will not at any time or in any manner, either directly or indirectly, use any Information for Consultant’s own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior consent of Client. Consultant will protect the Information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement.
10. CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.
11. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
12. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.
13. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
14. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
15. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of California.
RECEIPT Acknowledged receipt from Client the sum of $95.00. This payment constitutes payment of the retainer required under Section 3 of this Agreement.