EPICORE VIRTUAL BRANDS
INDEPENDENT BUSINESS OPPORTUNITY (IBO) SALES PARTNER AGREEMENT
By acknowledging the check box in the Orientation Module, the IBO Sale Partner agrees to the following terms and conditions.
1. PURPOSE AND APPOINTMENT
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Purpose
This Agreement sets forth the terms under which the IBO Partner is engaged as an independent sales partner to promote, market, and facilitate the sale of Epicore Virtual Brands licensing programs to qualified foodservice operators.
1.2 Non-Exclusive Appointment
Epicore appoints IBO Partner on a non-exclusive basis to market Epicore’s Virtual Brands licensing program subject to the terms herein. Epicore reserves the right to appoint other sales partners or conduct direct sales activities in any territory.
2. TERM AND RENEWAL
2.1 Initial Term
This Agreement shall commence on the Effective Date and continue for a period of twelve (12) months.
2.2 Renewal
Unless terminated by either Party with thirty (30) days’ prior written notice before expiration, the Agreement shall automatically renew for successive one-year terms under the same terms and conditions, unless modified in writing.
3. INDEPENDENT CONTRACTOR RELATIONSHIP
3.1 Status
IBO Partner is an independent contractor and not an employee, agent, legal representative, joint venture, or franchisee of Epicore.
3.2 Obligations
IBO Partner shall be solely responsible for all costs and expenses incurred in connection with the performance of this Agreement, including but not limited to taxes, insurance premiums, licensing, and travel.
3.3 No Authority to Bind
IBO Partner shall have no authority to bind Epicore to any agreement, obligation, or liability.
4. SCOPE OF SERVICES
4.1 Responsibilities
The IBO Partner agrees to:
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Identify, prospect, and qualify potential licensees for Epicore’s Virtual Brands.
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Conduct professional sales presentations and demonstrations using Epicore-approved materials.
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Accurately maintain and update all leads and client data in the Epicore CRM system.
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Assist in coordinating contract execution between prospective licensees and Epicore.
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Adhere to Epicore’s brand guidelines and compliance requirements in all activities.
4.2 Sales Process
IBO Partner shall follow Epicore’s established sales processes, pipeline management protocols, and reporting requirements.
5. TERRITORY
5.1 Geographic Scope
Unless otherwise agreed in writing, IBO Partner is authorized to sell nationally. Epicore retains the right to manage territories, appoint other partners, and conduct direct sales without restriction.
6. TRAINING AND CERTIFICATION
6.1 Initial Training
Epicore shall provide the IBO Partner with:
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Virtual Brand Playbooks.
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Sales training materials.
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CRM access and training.
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Proposal templates and rate sheets.
6.2 Mandatory Certification
IBO Partner must complete all mandatory certification modules before becoming eligible to earn commissions. Epicore reserves the right to suspend commission eligibility pending completion of required training.
6.3 Ongoing Education
IBO Partner shall participate in periodic sales training updates and certification renewals as required by Epicore.
7. PERFORMANCE STANDARDS
7.1 Minimum Expectations
IBO Partner agrees to make commercially reasonable efforts to:
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Meet monthly lead generation targets.
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Achieve quarterly closed-license quotas.
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Maintain accurate, timely CRM records.
7.2 Monitoring and Reviews
Epicore reserves the right to review IBO Partner’s performance at any time and to adjust expectations or terminate the Agreement for failure to meet standards.
8. COMPENSATION AND COMMISSION STRUCTURE
8.1 Commission Eligibility
IBO Partner is eligible to earn commissions on qualified, paid licensing sales closed during the term of this Agreement, subject to maintaining active certification.
8.2 Commission Rate
Commission is calculated on net license revenue received by Epicore, less any discounts, refunds, or chargebacks. Commissions are calculated in accordance with the attached Schedule ‘A’.
8.3 Payment Schedule
Commissions will be paid bi-monthly, within fifteen (15) days of Epicore’s receipt of client payment.
8.4 Exclusions
No commission shall be owed on:
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Uncollected or refunded transactions.
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Transactions generated outside agreed scope or using unapproved materials.
8.5 Reporting
Epicore shall provide monthly commission statements to IBO Partner.
9. CONFIDENTIALITY AND NON-DISCLOSURE
9.1 Confidential Information
IBO Partner agrees to maintain in strict confidence all Confidential Information, including but not limited to:
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Customer lists and leads.
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Pricing models and rate sheets.
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Proprietary brand materials.
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Operational manuals.
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Epicore technology platforms.
9.2 Duration
Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.
10. NON-SOLICITATION AND NON-COMPETE
10.1 Non-Solicitation
During the term of this Agreement and for twelve (12) months following termination, IBO Partner shall not:
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Solicit, divert, or attempt to solicit Epicore’s customers for competing virtual brand licensing or delivery programs.
10.2 Non-Compete
IBO Partner agrees not to develop, license, or market any competing virtual brand or delivery-only concept without Epicore’s prior written consent during the term of this Agreement and for twelve (12) months following termination.
11. TERMINATION
11.1 Termination for Convenience
Either Party may terminate this Agreement with thirty (30) days’ prior written notice.
11.2 Termination for Cause
Epicore may terminate immediately if IBO Partner:
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Breaches this Agreement.
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Fails to meet certification or compliance requirements.
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Engages in fraud, misconduct, or activities damaging to Epicore’s reputation.
11.3 Post-Termination Obligations
Upon termination:
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IBO Partner shall immediately cease representing Epicore.
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Return or destroy all Confidential Information and materials.
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Cooperate with Epicore in completing any outstanding obligations.
12. INTELLECTUAL PROPERTY
12.1 Ownership
All Epicore Virtual Brands materials, brand assets, technology, and training modules remain the exclusive property of Epicore.
12.2 Limited Use License
IBO Partner is granted a non-transferable, non-exclusive, revocable license to use Epicore’s materials solely for purposes of fulfilling this Agreement.
13. MARKETING AND BRAND COMPLIANCE
13.1 Approved Materials
IBO Partner shall use only Epicore-approved marketing assets, including brand decks, photos, and rate sheets.
13.2 Compliance Reviews
Epicore reserves the right to review and approve any promotional materials created by IBO Partner.
13.3 Brand Standards
All marketing activities must adhere to Epicore’s brand guidelines to maintain consistent market positioning.
14. CRM USE AND REPORTING
14.1 CRM Access
Epicore will provide access to its CRM system for lead tracking and pipeline management.
14.2 Data Accuracy
IBO Partner must maintain accurate, up-to-date records of all prospect interactions.
14.3 Audit Rights
Epicore may audit CRM use at any time to ensure compliance and transparency.
15. SUPPORT AND ENABLEMENT
Epicore will provide:
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Access to CRM and proposal tools.
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Sales training and certification modules.
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Brand playbooks and marketing collateral.
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Dedicated Success Manager support.
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Ongoing education webinars and coaching sessions.
16. LIMITATION OF LIABILITY
16.1 Cap on Liability
Epicore’s liability for any claim under this Agreement shall not exceed the total commissions paid to IBO Partner in the preceding six (6) months.
16.2 No Consequential Damages
Epicore shall not be liable for any indirect, incidental, or consequential damages arising from this Agreement.
17. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, without regard to its conflict-of-law principles.
18. DISPUTE RESOLUTION
18.1 Negotiation
Parties agree to attempt in good faith to resolve disputes through negotiation.
18.2 Mediation/Arbitration
If unresolved, disputes shall be submitted to binding arbitration in Langley, British Columbia, under the rules of an independent arbitrator.
19. SEVERABILITY
If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.
20. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties and supersedes all prior oral or written agreements. Amendments must be in writing and signed by both Parties.
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