SECOND DRAFT - Charter Panelist Agreement
InstantAssist.com
Resourceful Internet Solutions, Inc.
March 3, 2008
This is an Agreement between ______, hereinafter “InstantAssist Charter Panelist” or “IACP,” and Resourceful Internet Solutions, Inc, an Oregon corporation, dba Mediate.com and InstantAssist.com, hereinafter “RIS.”
RECITALS:
Whereas RIS is beginning a new conflict resolution initiative called InstantAssist on March 10, 2008; and
Whereas RIS desires to establish an esteemed panel of independent contractor conflict resolution and negotiation specialists from the ranks of experienced mediators; and
Whereas the experienced mediator signing below is interested in participating in this InstantAssist initiative as a Charter Panelist,
IT IS HEREBY AGREED AS FOLLOWS:
1. Revolutionary Service – No Guarantee of Success
RIS is offering InstantAssist as arevolutionary wayof providingnegotiation and conflict resolution assistance in the global marketplace. InstantAssist will be available to the public beginning March 10, 2008. The IACP recognizes that there is no guarantee of “success” with these efforts. While RIS will exert “best reasonable efforts” to create InstantAssist success, RIS retains the right to end the InstantAssist initiative, including ending all Charter Panelist rights, at any time after March 10, 2009. In the event that RIS does not intend to continue InstantAssist beyond March 10, 2009, RIS will provide at least 60 days’ prior notice of this decision to all panelists.
2. Exclusive Charter Panelist Rights and Terms
Each IACP has participated in a two-day InstantAssist Charter Panelist TrainingFebruary 21-22,2008in San Francisco. The $400cost for this training is applicable to the annual (not monthly) IACP fees described below. Each accepted Charter Panelist understands that they are making a one-year commitment (through March 9, 2009). Charter Panelists are guaranteed that panelist fees will not be increased for at least the first3 years of InstantAssist operations, and also that their allocation of earned consultant fees will not be altered during this period.
The annual fee for being an InstantAssist Charter Panelist is $2000, subject to the above-described $400 credit. To pay annually, the net amount due ($1600) shall be paid to Resourceful Internet Solutions by March 15, 2008. Checks can be mailed to:
Resourceful Internet Solutions, Inc.
PO Box 51090
Eugene, OR 97405
As a payment alternative, the IACP can pay RIS $200/mo, beginning with a first payment by March 15, 2008 for the period March 10-April 9, 2008, with additional monthly payments by the 15th of each month. In this case, there is no credit for the $400 training fee. Further, if any single monthly payment is more than 15 days late, RIS may, in its sole discretion, terminate this Agreement with such late paying panelist without further obligation.
3. Allocation of Consulting Fees for Charter Panelists
RIS agrees to pay 2/3 of earned consulting fees to an assignedIACP on a monthly basis, with payments to be made by the 15th of the following month. It is understood that this allocation will not be altered for IACPs during the 3 year term of this agreement, and, while the terms for other InstantAssist panelists may differ, other panelist terms will never be more favorable than the terms herein described for IACPs. Merchant Fees (bank credit card charges) will be deducted from RIS’ 1/3 portion only. The 10% Affiliate discount and 3% royalty payment which form the InstantAssist Affiliate Program, and other comparable promotional discounts which may from time to time be defined by RIS, will be deducted prior to the 2/3 – 1/3 division.
4. Requirements to be an InstantAssist Charter Panelist
The requirements for being an InstantAssist panelist are as follow:
· Each panelist mustattend an InstantAssist two-day workshop
· Each panelist must have at least 100 hours ofmediation training
· Each panelist musthave experience as a professionalmediator for at least50 cases
In signing this Agreement, the IACP confirms that he or she meet these requirements or the equivalent. Equivalent qualifications will be considered and, if accepted, will be noted with the signatures below. There is no "right" to be an InstantAssist Panelist either initially or as a matter of annual renewal. Acceptance and annual renewal of an IACP is in the sole and unfettered discretion of RIS. RIS may “release” a panelist for reasonable cause at any time, with a pro-rata refund of any advanced panelist fees. RIS may choose to not renew a panelist on either an annual or monthly basis for any good faith reason.
5. Panelist Can Work as Little or as Much as Desired – No Compete Clause
There is no minimum nor maximum work expectation for InstantAssist panelists. Panelists can make themselves available for as much or as little InstantAssist work as desired. RIS will seek to inform panelists of hours during the day when there is the greatest demand for InstantAssist consulting work so that panelists can schedule themselves accordingly. It is, however, agreed that, during the term that a panelist serves as an Instant Assist Charter Panelist, that panelist will not offer conflict or negotiation consulting services online or by phone other than through InstantAssist. Coaching and other professional services based upon a geographic relationship and as part of a historic professional relationship are permitted.
6. Accuracy of Information
Each InstantAssist panelist warrants the accuracy of all information provided to RIS, including their experience and qualifications, personal biography and all other information provided at all other times. Each panelist warrants that they have never had any professional disciplinary action taken against them and further that they have never committed a felonious criminal act.
7. Scope of InstantAssist Services
RIS will define the scope of matters eligible for InstantAssist and it is expected that this scope will change from time to time. Initially and until further notice, issues of domestic, child or elder abuse will not be addressed by InstantAssist panelists. Other areas that are beyond the scope of InstantAssist include allegations of criminal conduct. InstantAssist is focused on individual conflict and negotiation consulting to assist clients to most capably reach effective agreements.
8. Substantive Panels
RIS will establish such substantive panels as it sees fit to best meet InstantAssist demands and plans. Initially, panels will be established for family, workplace, elder, commercial and ecommerce disputes. In time, it is expected that these panels will expand in number and refine in focus. It is further understood that RIS may establish “speciality panels” for specific business opportunities which may require IACPs (and all panelists wanting to serve on such speciality panels) to take substantive training as well as consulting and advising training. For example, if InstantAssist establishes a travel industry panel, it may be necessary to require those panelists to obtain special substantive expertise training about travel issues and solutions to serve on that panel.
9. Conflict Consulting Institute
As a means of elevating InstantAssist consulting quality and as a means of supporting a most satisfying panelist experience, it is expected that RIS will sponsor an annual Conflict Consulting Institute for the benefit of existing and prospective panelists. It is expected that panelists will attend this Institute at least once every-other year.
10. Ongoing Panelist Communications
RIS and InstantAssist will provide panelists with a secure MeetingSpace discussion environment that also functions as a list-serv. These capacities will be established by April 1, 2008.
11. Hours of Operation
In due time, InstantAssist will grow toward 365/24/7 availability. Initially, beginning March 10, 2008, InstantAssist administrative intake will be open for business 16 hrs/day from 5 a.m. to 9 pm Pacific Time M-F (8 am to midnight east coast time). It is expected that hours will be expanded and adjusted first based upon calling data. Additional administrative intake hours are also expected over time based upon the opening of one or more European centers.
12. Products and Marketing
It is understood and agreed that RIS will, following consultation with IACPs and others, identify discrete “products” that RIS believes will, as a package, best succeed in the marketplace. Surely, this product development and designation will evolve and refine over time. It is expected that InstantAssist products will include a low cost short intervention opportunity to sample our services, hour-long sessions and appointments, and the ability to have ongoing consulting relations. It is further expected that the InstantAssist Affiliate Program will be vigorously developed, as will gift certificate and company sponsorship opportunities. RIS will coordinate and define all marketing and product development for InstantAssist in active consultation with IACPs.
13. Professional Roles
It is understood and agreed that, even if a consultant is a lawyer, psychologist, mediator, therapist, teacher, trainer, or other licensed professional, when in the conflict consulting role, the InstantAssist panelist is not practicing law, psychology, therapy, mediation or any other professional discipline – they are a conflict and negotiation consultant and expert and will not accept any other conflicting professional role during or after offering InstantAssist services. Any additional role taken on by an InstantAssist consultant beyond the role of conflict and negotiation consultant and expert is in the sole professional discretion of the panelist subject to the following. It is agreed that InstantAssist panelists will not under any circumstance represent any individual InstantAssist client in any legal action related to the subject matter of the consultation or otherwise. If a lawyer is desired, panelists are asked to direct clients to the LawInfo or another online legal center. Further, no InstantAssist panelist will act as a mediator in any matter where private consulting services have been rendered. If a mediator is desired, panelists are asked to direct clients to the Mediate.com Mediation Center or another online mediation center. In serving as consultant and advisor, the panelist agrees to only consider serving as an emissary or agent for a client in circumstances when the client does not have established legal representation. Consultants can work with more than one participant in a conflict situation only upon the explicit knowledge and authorization of all participants. The consultant will end such work for more than one participant if this ceases to be acceptable to all participants.
The panelist agrees to not solicit professional work beyond InstantAssist services during the InstantAssist consultation. Should a client desire additional services beyond InstantAssist services and there be the possibility that the client would interpret such services to be from InstantAssist or Resourceful Internet Solutions, Inc., the panelist will confirm in writing for both the client and RIS that such additional services will not be provided under the auspices of InstantAssist or Resourceful Internet Solutions, Inc.
14. Consulting and Advising Services
While InstantAssist panelists need to exercise their own professional judgment about what specific approach will be most helpful to a client (which will also be substantially influenced by the assumed time frame for the consultation), it is recommended by RIS that the following aspects be considered as part of each consulting and advising experience:
· Identify goal of improving the situation (even if not perfect, let’s make things better)
· Understand client's perspective and main goal(s) for the consultation discussion (become one with caller)
· Understand client’s full set of interests and motivations
· Identify with client leading options for moving forward
· Discuss seeming best direction(s) and next step(s)
15. Ongoing RIS and Mediate.com Support
RIS and Mediate.com will lend their full range of capacities to support the establishment and successful operation of InstantAssist.
16. Panelist Protocols
The below signing IACP agrees to follow such InstantAssist Panelist Protocols as come to be established, modified and refined by RIS. It is understood that immediate consulting services will be allocated to panelists on an equitable (rotational) basis, based upon which qualified panelist for a matter has been waiting online longest for an assignment. It is also understood that scheduled consulting services will be made available when there is a request for a certain panelist that is not presently available.
17. Technology and Technical Support Provided by RIS
RIS will assist IACPs with their installation of Contactual, EyeBeam and such other software capacities as are reasonably necessary and recommended for most effective panelist participation. RIS will also provide ongoing technical support for IACPs for all such required and recommended software. IACPs will need to provide their own PC computer, which runs Internet Explorer, along with a broadband connection. Special arrangements and workarounds will be attempted by RIS in good faith if broadband is not available, but there is no guarantee of RIS satisfaction if broadband is not available). RIS will provide all additional software needed by panelists without additional cost to panelists.
18. Clients Are Responsible for their Own Behavior
RIS and the IACP agree that, as part of end user’s InstantAssist agreement, it is understood that the InstantAssist client, and not an InstantAssistconsultant nor RIS, is responsible for all of the client’s negotiation and conflict resolution decisions and behavior. InstantAssist consultants provide negotiation and conflict resolution consulting and advising only. Clientsof InstantAssist are individually responsible for their own choices and behavior.
19.Communications Private
InstantAssist communications are private between InstantAssist Intake Specialists and Clientsprior to apanelist assignment, and private as between the assigned consultant and the clientfollowing assignment. Communications will not be recorded.
20. Consultant Changes Within First 10 Minutes Only
In the event that a clientis not satisfied with aconsultant assignment and expresses this within the first 10 minutes of an assignment, a newconsultant will be assigned. In this context, no charge will be made for the first consultant’s efforts.
21. “Gems” DVD Development
For a period of 3 years following the signing of this Agreement, each IACP willreceive 1% of the gross receipts (not including shipping and handling) from any "Negotiation Gems," "Conflict Resolution Gems" and/or other DVD(s) developed by RIS for sale that substantially utilize IACPs as “talent.” Copyright to “Gems” video content, for DVD and all other purposes, belongs to RIS without limitation.
22. Affiliate Program
Each Charter Panelist will also receive, without additional cost, "Affiliate" status and the ability to provide a 10% discount for referred services, as well as receive a 3% quarterly royalty for referred services, no matter what InstantAssist coach is utilized.