12. AGENT AND ASSOCIATION PROTECTION
12.1 Trade Secrets. Association will have access to and be dealing with trade secrets of Agent, such as: confidential information pertaining to client lists; procedures, processes and documentation relating to management of Agent’s client Association; and programs, software, procedures and techniques relating to data processing and financial reporting. Association agrees to hold any such trade secrets or confidential information, attained during the course of this Agreement, in the strictest confidence unless required to be disclosed by law or court order, and shall retain a total confidentiality to the extent possible under applicable homeowner disclosure statutes, giving value to protecting them from Agent’s competitors. This provision shall survive the termination of this Agreement.
12.2 Confidential Nature. All materials of a confidential nature, prepared and utilized in Agent’s performance of its duties u nder this Agreement, shall remain the exclusive property of Agent, and shall be retained in Agent’s possession.
12.3 Agent Employees. Agent spends significant amounts of time and money to hire and train employees for the operation of this Association and other associations. Association derives and benefits from Agent’s experience in managing, hiring and training procedures. Association agrees it will not hire, retain, or contract with any past or present employees of Agent whatsoever, even though another management firm, for a period of twelve (12) months following the termination of this Agreement or any extension thereof. Association agrees to pay Agent the sum of ten thousand dollars ($10,000.00) or three (3) months management fees, whichever is greater as liquidated damages if it breaches this provision of the Agreement. Both Parties agree that this is a reasonable sum due to the extensive training and trade secrets that Agent provides, as well as expectation of continued income and allotment of resources, and further with respect to the difficulty in establishing actual damages.
13. MISCELLANEOUS
13.1 Advances and Charges. Agent will not be required to perform any act or duty hereunder involving the expenditure of money unless Agent shall have available and in it ’ s possession sufficient funds of the Association. If at any time the funds in the possession of Agent are not sufficient to pay the charges incident to this Agreement, Agent, shall not be responsible to advance its own funds for any reason, and the Association agrees, in such cases, that upon notice thereof by Agent, the Association shall make immediate arrangements to make funds available to cover the insufficiency. Agent shall as soon as possible notify Association of any deficiency in an account necessary to pay the charges incident to this Agreement. 13.2 Conflicts between Directors. Agent shall receive communications and directions from any Association director, and shall act with the assumption that said director is acting on behalf of the entire Board; provided, however that a Board Liaison shall be designated and, except in the event of an emergency to life or property, all communications shall be reasonably made through the Board Liaison. The Board Liaison shall, unless the Parties agree otherwise after the execution of the Agreement, be the Board President. Should a conflict arise between directors, Agent shall consider the President of the Board as the representative of the Association with authority to act on behalf of Association. Should the President of the Board be unavailable to resolve such a conflict or be involved in said conflict, then the Vice President shall serve in this capacity. The Association Board of Directors understands its fiduciary duties and agrees to govern the Association in a business- like manner, acting in good faith and in the best interest of the Association and in accordance with the adopted community management plan, if any, the Association’s Governing Documents and applicable state and federal laws. 13.3 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Association. This Agency Agreement shall be binding on the parties hereto, their heirs, executors, administrators, successors and assignees, and constitutes the full agreement except that subsequent changes or additional provisions must be in writing and executed by both parties. Notwithstanding the preceding sentence, the Agent shall not assign its interest under this Agreement except in connection with the sale of all or substantially all of the assets of its management business. In the event of such a sale, Agent shall be released from all liability by the Association.
Professional Management Agreement Village Racquet Club Association and Prime Association Services, Inc. Page 10 of 14
Made with FlippingBook - Online Brochure Maker