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American Marketing Group, Inc. 
Consulting - Coaching – Mentoring…since 1978!
 
             
To:       Prospective Group Facilitator                  
             and/or Referral Agent                                    
From:   Cicardi Bruce & Rich Pisani                                        
Subj:    Agreements and Dox                                       
Date:    July 1, 2015


Thank you for interest in potentially being invited to join as a Member of our new AMG 'Business Advisory Board' program as an AMG Group Facilitator and/or AMG Referral Agent and for reviewing our website. Below are the necessary Agreements in a digital format for your perusal. You will be reviewing the AMG Group Facilitator Agreement (Facilitator), the AMG Referral Agent Agreement (RA),
the AMG Confidentiality & Non-Disclosure Agreement and the AMG Non-Competition & Non-Solicitation. Please feel free to review them if you have interest in finding out more about our peers-helping-peers AMG business support program.

Our AMG 'Business Advisory Board' service (BAB's) program is offered by invitation only to business owners and upper level managers because we offer 'industry exclusivity'. You will never be placed on a team with a competitor, client, vendor or employee. Plus, AMG has specifically designed the BAB's program for business owners and upper level managers of small and medium size businesses who are encouraged to confidentially share their issues, concerns and problems with the Facilitator and other Members in order to solicit suggestions, ideas and advice from both the group leader and their teammates. Once this process takes place, entrepreneurs and top-tier managers will become better leaders, managers and problem solvers, which will help improve the overall health and financial stability of their company.
 
To be invited to join AMG as a Facilitator you must have at least twenty (20) years experience as a successful corporate executive and/or entrepreneur to help other business owners and upper level managers hone their innate talent, ability and skills. You are also expected to create a long-form biography on your background for posting on our website for all to review. You can visit now by clicking on the Leaders Long-Form Bio, which is the last virtual button on our AMG site.
      
Thank you for your time and consideration in this matter. Please feel free to contact us if you have any questions so we can assist you by answering any questions you may have.

     Cicardi A. Bruce                                                                              Richard T. Pisani
         Chairman                                                                                  President       
    314-941-0779 (c)                                                                    314-952-2640 (c)
 
400 Chesterfield Center - Suite 400, Chesterfield MO 63017
636-537-7720 (w)   or   636-519-7222 (f)
www.americanmarketinggroupinc.com


Group Facilitator Agreement
 
This ‘Group Facilitator Agreement’ (Agreement) is hereby entered into this day by and between American Marketing Group, Inc. (AMG), which is a Missouri corporation, that offers a Business Advisory Board service (BAB’s) as outlined herein to a qualified individual now known as an AMG Group Facilitator (Facilitator) known as (print individual name)  _______________________________________________________. AMG has its primary office located at 400 Chesterfield Center (S-400), Chesterfield, MO 63017. The Facilitators company name is (print business name) _________________________________________________________________ ,which business is located at (print address ) ________________________________________ ________________________________________________ /  Zip_________________. 
And furthermore, I acknowledge and agree to the following terms, conditions and provisions of this agreement as outlined herein:
    
  1) Parties Affiliation, Taxes & Expenses, Performance & Exclusivity:
     
A) Parties Affiliation: Facilitator acknowledges and agrees that this Agreement is between AMG and Facilitators legal business entity and AMG. It is also understood by both parties to this agreement that the individual named above as the Facilitator will, on behalf of their own company, devote the amount of time necessary to perform the duties as outlined herein for AMG as it relates to the BAB’s business support program. Facilitator agrees that they, as an individual who is a stockholder, member or partner in the business described above, will only serve AMG in the capacity as an independent business and through its company as outlined above. Although an individual will perform the duties on behalf of their company as a Facilitator for the AMG BAB’s program, nothing contained in this Agreement shall be construed to create a relationship of an employer and employee, agent for or partner with AMG by such individual. 
       
B) Taxes & Expenses: Facilitator further acknowledges and agrees that they since they are not an employee of AMG that AMG is therefore not obligated or charged with the responsibility of withholding any type of Federal or State taxes from any fees paid to Facilitators company. Also, Facilitator is not entitled to any benefits to which they would have been entitled to if they were an employee of AMG. The Facilitator additionally agrees that they or their company is responsible for any and all expenses that they incur while conducting work regarding its BAB’s program being offered through AMG.
        
C) Performance & Exclusivity: It is mutually agreeable to the parties hereto that the Facilitator reserves the right to establish their own hours of operation and will not be required to perform their duties and services at the offices of AMG. Facilitator agrees that they will perform the BAB’s business support services as outlined herein for AMG on an exclusive basis and not engage in or offer directly or indirectly a similar business support service on its own or represent any of AMG’s direct or indirect competitors that offer such business support or peer group advisory board services. However, Facilitator reserves the right to perform their company’s other professional services for more than just AMG at any time and may be performing such services concurrently herewith, as long as there is no direct competition or conflict with AMG with any such business support services being offered.  
 
  2) Duties, Time Period, Compensation & Termination:
     
A) Duties: During the initial time period or any renewal time periods of this Agreement the Facilitator will perform certain duties in a professional consulting capacity for the AMG BAB’s program as outlined herein and as requested from time to time by AMG in this business support program. The Facilitator will perform such duties at times, dates and places as are set forth, outlined and referred to in this Agreement. Each of the provisions, terms and items as outlined herein shall become part of the Facilitators duties in this Agreement when executed by both parties below. 
       
B) Time Period: Furthermore, the Facilitator understands, acknowledges and agrees that they and their company shall perform all such BAB’s business support services for an initial ten (10) year period of time starting with the execution date of this Agreement. The Facilitator may renew its relationship with AMG for two (2) additional ten (10) year periods of time if both the Facilitator and AMG agree in writing with the execution of the then current BAB’s Facilitator Agreement at the time of such a renewal. 
         
C) Compensation: The AMG ‘Business Advisory Board’ service (BAB’s) is offered to qualified business owners and upper level managers by invitation only and as outlined herein for twelve (12) month periods of time with the execution of a ‘BAB’s Membership Agreement’ by both the invited member and a Principal of AMG. The monthly BAB’s membership dues are five hundred and fifty dollars ($550) due and payable by the BAB’s Members (Members) company on the first (1st.) day of each calendar month by an Electronic Funds Transfer (EFT) from the Member’s business bank account to a bank account chosen by AMG, which may be changed from time to time with a thirty (30) day written notice from AMG to Member. Both the AMG Facilitator and Member have an initial ‘Ninety (90) Day Evaluation’ period to assess if the Member is right for the group and if the group is right for the Member. The Facilitator and Member can terminate the Members twelve (12) month BAB’s Membership Agreement at the end of the first three (3) months in writing for any reason whatsoever. The Member must have attended their first three (3) BAB’s peer group advisory board group meetings with their team mates for an evaluation. Plus, the Member must have attended their first three (3) private coaching sessions with their Facilitator for further assessment by both parties. In the event of such termination by either party for any reason whatsoever the BAB’s Member will receive a complete and full refund from AMG by check for their first three (3) payments of their membership dues in its entirety within thirty (30) days of the effective date of cancellation, which must be put in writing prior to the start of the fourth (4th.) month of membership by the party terminating the BAB’s Membership Agreement. AMG shall start paying the Facilitator after the ‘Ninety (90) Day Evaluation’ period has been completed and both the Facilitator and Member have agreed to move forward and neither party wants to terminate the BAB’s Membership Agreement. Thus, if the Facilitator and Member agree that the Member is beneficial for the group and the group is beneficial for the Member  then AMG shall promptly pay the Facilitator for the first three (3) months, which will be a total payment of nine hundred dollars ($900). Thereafter, AMG will make a payment of three hundred dollars ($300) to the Facilitators company named above each and every month for as long as their Member continues to make its payments as agreed in the ‘BAB’s Membership Agreement’. Payments of three hundred dollars ($300) to the Facilitator will be made during the initial twelve (12) month period of time and any annual renewal periods thereof, but only after the members check has cleared the bank account of AMG.
        
D) Termination of Agreement: It is further understood that in the event either AMG or the Group Facilitator may terminate this Agreement with at least a ninety (90) day written notice at any time and for any reason whatsoever during the initial period or any renewal periods thereafter. In such an event the Facilitator will immediately give up all rights and interests to its BAB’s Members and shall follow the terms and conditions of the Facilitators ‘Non-Disclosure & Confidentiality Agreement’ and ‘Non-Compete & Non-Solicitation Agreement’. However, and even in the event of termination by either party, AMG shall nonetheless continue to pay the Facilitator as a BAB’s ‘Referral Agent’ (RA) the sum one hundred dollars ($100) per month for any ‘then-current or new members’ secured by them for their current groups or any BAB’s Facilitators group for as long as the individual stays a Member or becomes a new Member. The RA Agreement will start upon the termination date of the Facilitators Agreement and the starting date of the new BAB’s ‘Referral Agent’ Agreement’, which will be executed in writing by both parties.
       
  3) Facilitator's Acknowledgment and Understanding: 
    
The BAB’s Facilitator acknowledges and agrees that small and medium size company owners and upper level managers have a major impact on the success of their business and are considered to be a key individual and leader in such a firm. That being true, the Facilitator understands that they play a very important role as a team leader in the monthly four (4) hour BAB’s peer group advisory board meetings, as well as a coach in the two (2) hour monthly private coaching sessions with each of their team Members. The main benefit to the Member who participates in our BAB’s program simply stated is that ‘peers are helping peers’. Thus, the mission of a Facilitator is to have professional business people share their business issues, concerns and problems with their peer group to solicit suggestions, ideas and advice from their teammates that can help them solve problems, which will help them become better leaders and managers. Once this process happens it will improve the overall health and financial stability of the Members business. This supportive business process occurs with the Facilitator during the monthly peer group advisory board meetings and in-field private coaching sessions. This type of professional business interfacing can help a Member solve their firm’s problems and become a better leader and manager, which can increase the positive cash flow of the company. In both the monthly team meetings and the private in-field private coaching sessions the Facilitator will most often ‘question a members answers’ rather than ‘answer the members questions’. This can help the member because they will stop, listen and learn from their own answers while they extract good solid ideas, suggestions and advice from their Facilitator and other Members on their team.   Therefore, the Facilitator acknowledges and agrees to all of the following terms and conditions of the Agreement as set forth herein.
        
  1) The Facilitator hereby confirms that they have a minimum of twenty (20) successful years of business experience as an owner and/or upper level manager in a small or medium size business. Also, the Facilitator is ready, willing and able to share these experiences with their Members who are looking to benefit from such experiences both in a peer group advisory board meeting and an individual private coaching session.
        
  2) The Facilitator represents that they possess the talent, ability, skills, experience and expertise that is necessary to perform the services required by this Agreement in a competent and professional manner.
        
  3) The Facilitator acknowledges and agrees to successfully complete all required classroom and in-field training offered by AMG. The training program and its content can and will be updated and amended from time to time by AMG and Facilitator agrees to employ and launch these updates and amendments in a timely fashion as outlined by AMG. Additionally, Facilitator agrees to attend all required advanced training sessions, field support meetings and conferences as set by AMG.
        
  4) The Facilitator further agrees that in all of its work related cases as it pertains to this Agreement that they will use their ‘best efforts’ to observe, fulfill and comply with all of AMG’s training, support, policies, procedures, techniques and guidelines as outlined by AMG and as it relates to the BAB’s peer group advisory board program.
        
  5) The Facilitator agrees to successfully complete all required stages of initial, advanced and on-going training to the satisfaction of AMG to stay in compliance with this Agreement, as well as pay for their own expenses for such training.
        
  6) The Facilitator will, at their own expense, attend all meetings that are called and/or hosted by AMG as deemed necessary to conduct the Facilitators business for its BAB’s Members. The Facilitator will receive all such meeting notices by email.
        
  7) The Facilitator agrees to solicit and generate its own leads for prospects for their own BAB’s group at its own expense and within the parameters as outlined and approved by AMG.
        
  8) The Facilitator needs to be prepared to utilize a ‘list service’ that provides helpful information on the demographics of businesses and key individuals in their particular market area. A list service can provide and identify specific information by any given state, county, municipality or zip code area. For example the Facilitator can have the list service identify all companies that have at least ‘X’ numbers of employees, have ‘X’ amount of dollars in gross sales, name the current owner or upper level manager with a title, mailing address, email address, phone number, fax number, website, etc. The more detailed demographics a Facilitator wants the more they will pay. The Facilitator may also create their own list from information that can be found at the public library, on the internet or that can be leased or purchased from a list service that offers key individual identification service. In either case a list will help the Facilitator save time because it’s a targeted approach to getting information and an invitation out to a qualified individual that meets your specific demographics.
        
  9) The Facilitator acknowledges and agrees that their target market for a prospective BAB’s member is a business owner who’s a final decision maker (FDM) or an upper level manager who’s a high-level decision maker (HDI). An FDM is normally the one hundred percent (100%) owner and operator of their own business, owns at least fifty one percent (51%) of the stock and voting rights in their regular or Sub-S corporation, has at least a fifty one percent (51%) membership position and associated voting rights in a Limited Liability Company (LLC) as outlined in their LLC Operating Agreement or has been appointed the General Partner as outlined in a Partnership Agreement. An HDI is considered an executive level or top-tier manager and often holds a C-level title, such as Chairman, CEO, COO, CFO, CIO, etc. and has a very high level of influence on the owners and board of directors of a company.
        
10) The Facilitator understands that they must be able to identify a qualified business owner or upper level manager by using a targeted list of key individuals who can benefit the BAB’s program. Thus, the goal is to utilize such a list and be able to contact and meet with a prospective member in a brief meeting so they can be personally invited by the Facilitator to attend a BAB’s ‘informational event’. At this type of gathering the Facilitator will host a meeting in a professional environment in order to present the history of the peer group advisory board industry, the history of AMG and its principals, plus outline the BAB’s program and its benefits to these key individuals. During this informational event the Facilitator will take the time to host a ‘mock’ peer group advisory board session. They will have several attendees actually share a particular business issue, concern or problem in their company and allow the group to respond with suggestions, ideas and advice on how it may be handled. During this feedback process each attendee will soon realize the obvious benefit of being able to confidentially share a problem with their peers and find possible solutions to their own business problems. This can help a company owner or upper level manager become a better leader, manager and problem solver, which in turn will improve the overall health and financial stability of their business. 
       
11) The Facilitator understands that they will need to utilize a multitude of sales and marketing methods to secure personal appointments with the FDM or HDI in order to present to them the benefits of joining the BAB’s peer group advisory board so they can solve problems and become better leaders and managers. These methods include, but are not limited to, the power of personal networking (ie: joining and becoming active in civic, business, political and charitable organizations), professional internet business networking sites (ie: Linkedin, NFIB, Ecademy, Focus, etc.), advertising, public relations, telemarketing, cold calling, emailing, snail-mailing, etc.
        
12) Facilitator agrees that it will create a personal ‘lead generation plan’ in writing so it can be reviewed and approved by AMG.
        
13) The Facilitator agrees that their initial and on-going mission and goal during the term of this Agreement is to invite twenty five (25) individuals per week to attend a monthly AMG BAB’s informational event by either contacting business owners or upper level managers with a personal phone call, a personal snail-mail letter, an email invitation or an in-person appointment. Since selling is truly a game of numbers it’s imperative that the Facilitator be able to accomplish this weekly goal in order to help them succeed in this industry.
        
14) The Facilitator will invite these twenty five individuals each week to the monthly informational event and must keep in mind that there will be two separate and distinct groups created by the Facilitator. One will be made up of strictly business owners that are FDM’s and the other will be upper level managers who are in a position to be HDI’s.
        
15) The Facilitator understands that a group cannot be officially launched until the Facilitator has secured a minimum of six (6) members for each separate group. The individuals must fit the requirements of either of the two distinct and separate groups as outlined herein.  Each new member must have executed an AMG BAB’s Membership Agreement that was accompanied by a $550.00 refundable first months membership fee. Also, no group can have more than eighteen (18) members so that the team can be properly controlled. It’s normal to have twenty percent (20%) of your BAB’s members not show up for their monthly group meeting due to a myriad of circumstances, so it’s important you send out email reminders about the time, date and place of the meeting. The Facilitator should always request an RSVP for themselves and the Member who is hosting a monthly meeting. Also, the Facilitator should personally contact each individual on their team to remind them about the Members group meeting and their private coaching session time, date and place. The Facilitator must hold their Members accountable since they have executed a Membership Agreement that states that they have agreed to attend a minimum of ten (10) of their twelve (12) group and private meetings during the twelve month term of their membership or they may not be invited to rejoin for additional twelve month periods of time.
        
16) The Facilitator acknowledges and agrees that they will have certain duties to perform at no charge while they and their new Prospective Members (PM) that have executed an AMG Letter of Intent (LOI) are waiting for a minimum of six (6) members to launch a group, but with no more than eighteen (18) per business owners group or upper level managers team. The new members can start having ‘second thoughts’ about their decision, think about backing out before their very first official meeting launches or even ask for their money to be refunded so they can join an existing group with one of our competitors. Thus, the member will automatically be entitled to a full refund if the first official meeting never launches. So, to counter this problem, the Facilitator must keep in touch with each new member at no charge as is required when the PM executed their AMG LOI.

The Facilitator will work on helping the PM fill out the Members Questionnaire, as well as assist them in creating the '90 Day Action Plan' and '5 Year Business Plan' during this team building process and waiting period. This will also help the PM bond to their Facilitator as a private business coach, which will benefit both parties involved. These two projects are designed to benefit their specific business and will encourage them to want to help their AMG Facilitator during build their peer group advisory board during this 'waiting period'. A happy PM will be eager to speak with new prospects in order to help the Facilitator build their specific peer group.
 
Also, it is simply good business to touch base with each PM who is in this 'waiting period' and have them truly help you find other qualified individuals who can benefit from joining a BAB’s group. You should encourage a PM to become an AMG Referral Agent (RA) if they wish to receive on-going revenue from one of their leads who actually convert from a PM to a Member. The AMG Facilitator should make it a point to communicate with each PM on a weekly basis who may have to wait several months before the launch of their first team meeting. They should continually do this by communicating with them by phone, email, snail-mail, or in person for coffee, breakfast, brunch, lunch, dinner and a by conducting a private coaching session at a mutually agreeable place to get the PM started on their required Member Questionnaire, ’90 Day Action Plan’ and ‘5 Year Business Plan’ outline, which is designed to benefit both the Member and their business. Make sure that you tour the Members place of business and meet at the PM's office to get an update and review of the questionnaire and two business plans they are working on before their first launch meeting with other PM's who have converted to Members.

Additionally, if another AMG Facilitator has their own BAB’s team is in full operation and that Facilitator is willing to help, then you and your PM's in waiting can attend a regularly scheduled BAB’s meeting as guests. Both Facilitators must insure that a ‘Confidentiality & Non-Disclosure Agreement’ is executed by the attending guests and that they are not going into a group meeting that has one of their own employees, a competitor, a major vendor or one of their clients. If both Facilitators approve to have a guest participate in an existing team meeting make sure you set ground rules, discuss meeting protocol, be professional and don’t interrupt anyone during the course of any meeting. But, if you and your guests are asked to participate then please comply to help the team…peers-helping-peers is what it’s all about.

Finally, the purpose of this constant and professional communication is to build a relationship with each new PM so they feel comfortable with other PM's and their Facilitator. You can have as many as many private coaching sessions with those in the 'waiting period' as you and they agree upon and at no charge to them during the waiting period, which is one of the major advantages of being one of the first to join as a new PM. Most importantly, know that all prospects will want to contact new PM's to discuss the benefits of becoming an AMG BAB's Member and will want the PM's point of view. The best way a Facilitator can gain credibility with a new prospect is to get advance approval from an existing PM and have the prospect talk to existing PM about the reasons they made their decision to join a new BAB’s team.
 
It's important to keep in mind that more often than not a new PM will want to help their Facilitator build their specific team once they have look at their Facilitator as a private coach, consultant and mentor. Anyone who wants to help build an AMG peer group advisory board can become an AMG BAB’s ‘Referral Agent’ (RA). So, both new PM's or existing team Member's who refers and personally introduces a prospective and qualified client to Facilitator that becomes a new BAB’s Member automatically qualifies as an RA. Once the individual executes an AMG ‘Referral Agent’ agreement then AMG will pay that individual as an RA one hundred dollars ($100) every month for as long as that specific Member they referred continues to pay their monthly membership dues during the initial twelve month membership agreement or any renewal periods thereof. Business owners know other entrepreneurs and upper level managers know other top-tier managers, so let your new teammates help you build their own team...it's good business to let them be a co-author!
        
17) The Facilitator must always be in charge and control of their BAB’s group meeting with an agenda and make sure that each member is proactively participating and is being given equal time to ask questions and give suggestions, ideas and advice. The Facilitator must encourage each Member involved in a group meeting to share a current business issue, concern or problem with their peers. Also, the Members should listen, take notes silently and act as a sounding board in order to be effective in giving suggestions, ideas and advice to their teammates in order to help others solve their problems and become better leaders, managers and problem solvers.
        
18) The Facilitator agrees to have someone take ‘meeting minutes’ during each monthly group Members meeting and email the minutes to each member present within seventy two (72) hours of such a meeting. This will remind each individual of what information was covered, what advice might be helpful to them and what their ‘things to do’ list is upon leaving the meeting. The Facilitator must hold all individual Members accountable for completing assignments that they considered important in the meeting in order to realize the true benefit of belonging to a peer group advisory board.
        
19) The Facilitators goal in the monthly two hour private coaching session is to ask each Member relevant questions, listen to their answers and continue probing deeper into the situation to identify the real issue. The purpose of this type of probing and continued questioning process is to assist the member in becoming the co-author of solving their own issues, concerns and problems. This must be accomplished with the assistance, guidance and direction from the Member’s co-author, which is the Facilitator.
        
20) The Facilitator must insure that the member will have the sole and exclusive right to represent their specific industry and not be placed in a BAB’s group as a team mate with a competitor, client, vendor or employee.
       
21) The Facilitator must only use advertising, items, materials, etc. that is approved in advance and in writing by AMG. Furthermore, the Facilitator shall reimburse AMG for any materials that it needs to operate its BAB’s program effectively. This includes, but is not limited to, using items that AMG deems necessary to conduct the Facilitators duties in a professional manner such as AMG business cards, letterhead, envelopes, brochures, invitations, folders, presentation material, hand-outs, flyers, copies, CD’s, DVD’s, AMG’s website, etc.
   
  4) Proprietary Rights:
 
Facilitator acknowledges and agrees that any and all suggestions, ideas and advice that Facilitator acquires and shares with AMG during the course of doing business with an AMG BAB's team during this Agreement and that AMG decides to use in its policy, procedures, training and support of its employees, Facilitators, 'Business Advisory Board' Members, franchise system, etc. becomes the sole and exclusive property of AMG. It is further agreed that Facilitator will not use or profit from such proprietary data that AMG has the rights, titles and interest to after termination from this Agreement for any reason whatsoever.

   5) Applicable Law:

This Agreement constitutes the entire agreement between the parties and supersedes any and all other agreements between the parties. No representation or promise, either oral or written, has been made except as specifically set forth herein. Should any part of this Agreement be declared invalid, such validity shall not affect the remainder of the Agreement. This Agreement and the terms, conditions and obligations herein contained shall be binding upon the parties hereto and their respective heirs, executors, administrators, successors, and assigns, and all disputes shall be adjudicated by the courts in St. Louis County, MO and governed by the laws of the State of Missouri.​ The forbearance or neglect by either party to insist upon the performance of this Agreement, or any part thereof, shall not constitute a waiver of any rights or privileges.
  
  6) Relationship of Parties:
   
Nothing contained in this Agreement shall be deemed to constitute that the individual executing this Agreement is a partner, has a joint venture or is an employee of AMG for any purpose. The individual is considered to be either an authorized representative of an independent business as outlined herein or an independent contractor and is expected to pay for its own Federal taxes, State taxes, other taxes and direct expenses as it relates to the duties in this Agreement.
 
   
  7) Severability of Agreement:
   
If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.  

  8) Waiver of Rights:

The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
 
  
  9) Binder of Parties:
   
This Agreement and each party's obligations shall be binding on the representatives, assigns, and successors of such party.
 
10Independent Legal Advice:   
I agree that I have been advised by AMG that I should obtain independent legal advice in connection with the terms of this agreement. I hereby confirm that I have either obtained such advice or chosen not to do so and that I personally and as the owner, officer, partner and/or principal in the business as named above fully understand the terms and conditions set out herein and agree to be bound by them.    
11) Execution and Copy of Agreement:
With their signatures below the parties to this Agreement acknowledge and agree that they have a complete understanding of all of the items and provisions as outlined herein and have received a copy of said Agreement.


Individuals Approval                                  AMG Approval


_________________________________         _________________________________
Print name clearly                                           Print name clearly

_________________________________         _________________________________ 
Signature                                                          Signature

_________________________________         _________________________________
Date                                                                   Date                                                                                                                                              
                                             
     
          
Referral Agent Agreement 
   
this referral Agent Agreement (Agreement) is hereby entered into today by and between American Marketing Group, Inc., which is a Missouri corporation, that offers a ‘Business Advisory Board’ service and has its primary office located in St. Louis, MO at 400 Chesterfield Center (S-400), Chesterfield, MO 63017 and(print your complete RA name) ___________________________________________________ who’s company name is ___________________________________________________________ which is located at _____________________________________________ / Zip ____________ .
  
  1) Acceptance of Invitation:
 
With the authorized signature below the individual hereby accepts this invitation to represent AMG as a Referral Agent (RA) in order to generate leads and qualified prospects for the American Marketing Group, Inc. (AMG) ‘Business Advisory Board’ service (BAB’s) program. This business support concept is a peer group advisory board concept that is designed to help individual entrepreneurs and top-tier manager of small and medium size businesses become better leaders,managers and problem solvers. Once this happens they will be able to improve the overall health and financial stability of their firm. The RA understands that Membership in the AMG BAB’s program is offered by invitation only to business owners and upper level managers that are positioned in their company to be either entrepreneurs who are final decision makers(FDM’s) in their own company or top-tier managers who are high-level decision influencers (HDI’s) at their firm. AMG insures that the BAB’s Member will be placed in  either a business owners group or on an upper level managers team depending on the prospects position with their company. Each BAB’s Member will have the sole and exclusive right to represent their specific industry and will not be placed in a BAB’s peer group advisory board with a teammate that is a competitor, client, vendor or employee.  
   
  2) 90 Day Evaluation Period and Refund:
    
The RA acknowledges and agrees that each new BAB’s Member has an initial ‘90 Day Evaluation’ period to insure that the Member is right for the group and the group is right for the Member. The AMG Group Facilitator (Facilitator) or BAB’s Member can terminate the Members twelve (12) month BAB’s Membership Agreement at the end of the first three (3) months in writing for any reason whatsoever by either party…no questions asked. The Member must have attended three (3) peer group advisory board sessions with their teammates for an evaluation. Plus, the member must have attended three (3) private coaching sessions with their Facilitator for further assessment by both parties. In the event of such termination the BAB’s Member will receive a total refund from AMG by check for their first three (3)payments totaling $1,650 in its entirety within thirty (30) days of the effective date of termination. Such termination shall be put in writing by the party terminating the Membership Agreement prior to the start of the fourth (4) month of the BAB’s meetings.
    
  3) On-Going Referral Fee:
 
AMG agrees to pay a registered RA one hundred dollars ($100.00) as an on-going referral fee for each and every month that the membership fee of five hundred and fifty dollars($550) is paid by a new Member that has been properly documented, registered and referred to AMG by the RA. The RA will start receiving its referral fee once the new Member has entered and paid for its fourth (4) month of membership and has agreed to continue its Members obligation as it relates to the execution of a twelve (12) month AMG BAB’s Membership Agreement. In the event that the Members agreement is terminated by either party and for any reason whatsoever after their ’90 Day Evaluation’ period as outlined herein then no referral fee will be due to RA. Conversely, if the BAB’s Member moves on and into their fourth (4) month then RA will receive a check in the amount of $300 for the first three (3) months of membership that was subsequently paid by said Member. Plus, the RA will continually receive a one hundred dollar $100.00 check each month thereafter as an on-going referral fee once the Members electronic funds transfer (EFT) or check has been cleared by the receiving financial institution on behalf of AMG. Additionally, the RA will receive the on-going referral fee during any back-to-back and continued renewal periods after the initial twelve (12) month period for their registered Member.
 
  4) Prospecting & Registration:
  
The RA agrees that as it represents AMG as its client that RA will always act professionally, responsibly, reliably and prudently with any of their prospects who may become qualified candidates for the BAB’s program. RA will target prospects for new Members for the AMG BAB’s program that are either business owners or upper level managers in a small size (1 to 100 employees) or medium size (101 to 250 employees ) company. Additionally, the RA will register their specific prospect for the AMG BAB’s program via an email to AMG’s President & COO, Richard T. Pisani, at his business email address,which is rtpisani@americanmarketinggroupinc.com. This email must include the prospects contact information, which shall include a minimum of the individuals full and proper name, title, business name, address, website, work phone and cell phone. Furthermore, the RA will contact Rich Pisani on his cell phone at 314-952-2640 to alert him that RA has sent AMG a prospect via the email registration process. Once the email and phone call have been received and confirmed by Rich Pisani, he will first make sure that there is no conflict and that no one else has earlier registered the same individual and confirm by an email and call back to the RA. Once the RA receives an email response from Rich Pisani accepting their specific individual prospect then the RA is hereby guaranteed that they will receive the on-going referral fee if their AMG BAB’s prospect joins the program by executing an AMG Membership Agreement and other related documents. Should there be a conflict or it is uncovered that someone else has registered that specific individual in advance as their prospect then an email will be sent to the RA from Rich Pisani denying the acceptance of said prospect. All emails are automatically time-stamped, which will serve as ‘first come – first served’ notice as acceptance or denial of a particular prospect. All RA’s are encouraged to keep a digital and printed copy for your files for proof if needed in the future.  
  
  5) Period and Termination: 
 
The RA understands that this Agreement will be in effect initially for a one (1) year period of time commencing on the date of the execution of the Agreement below by the RA and AMG. It is further agreed that this Agreement will automatically renew for subsequent one (1) year periods of time unless otherwise terminated by a party to this Agreement. It is also acknowledged and agreed to that either party may cancel this Agreement at any time and for any reason whatsoever with a thirty (30) day written notice during the initial period or any renewal periods thereof. In the event of a cancellation by either party the RA will nonetheless continue to receive its on-going referral fees for any and all clients that were active at the time of such termination for the remainder of the Agreement as outlined herein.
  
  6) Applicable Law:

This Agreement constitutes the entire agreement between the parties and supersedes any and all other agreements between the parties. No representation or promise, either oral or written, has been made except as specifically set forth herein. Should any part of this Agreement be declared invalid, such validity shall not affect the remainder of the Agreement. This Agreement and the terms, conditions and obligations herein contained shall be binding upon the parties hereto and their respective heirs, executors, administrators, successors, and assigns, and all disputes shall be adjudicated by the courts in St. Louis County, MO and governed by the laws of the State of Missouri.​ The forbearance or neglect by either party to insist upon the performance of this Agreement, or any part thereof, shall not constitute a waiver of any rights or privileges.
 
  7) Relationship of Parties:

Nothing contained in this Agreement shall be deemed to constitute that the individual executing this Agreement is a partner, has a joint venture or is an employee of AMG for any purpose. The individual is considered to be either an authorized representative of an independent business as outlined herein or an independent contractor and is expected to pay for its own Federal taxes, State taxes, other taxes and direct expenses as it relates to the duties in this Agreement.
    
  8) 
Severability of Agreement:
   
If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.  

  9) Waiver of Rights:

The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

10) Binder of Parties:
   
This Agreement and each party's obligations shall be binding on the representatives, assigns, and successors of such party.

11Independent Legal Advice:
   
I agree that I have been advised by AMG that I should obtain independent legal advice in connection with the terms of this agreement. I hereby confirm that I have either obtained such advice or chosen not to do so and that I personally and as the owner, officer, partner and/or principal in the business as named above fully understand the terms and conditions set out herein and agree to be bound by them.    

12) Execution and Copy of Agreement:
 
With their signatures below the parties to this Agreement acknowledge and agree that they have a complete understanding of all of the items and provisions as outlined herein and have received a copy of said Agreement.


Individuals Approval                                AMG Approval


__________________________________     __________________________________  

Print name clearly                                         Print name clearly


__________________________________     __________________________________  


Signature                                                        Signature

__________________________________     __________________________________

Date                                                                 Date                                                                                                                                       
                                      
                        
Confidentiality
&
Non-Disclosure Agreement
  
This AMG Confidentiality Agreement & Non-Disclosure Agreement (Agreement) is entered into by and between American Marketing Group, Inc. (AMG)  with its principal offices located in St. Louis at 400 Chesterfield Center (S-400), Chesterfield, MO 63017 (Disclosing Party) and an individual now known as (please print your complete name) _________________________________________________  and their business named ______________________________________________________________ , which is located at  ______________________________________________ Zip: ___________ (Receiving Party) for the purpose of preventing the unauthorized use and disclosure of Confidential Information of the AMG ‘Business Advisory Board’ service (BAB’s) as defined herein. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information (Confidential Information) that may be disclosed by other BAB's Members in a monthly peer group advisory board meeting or private coaching session with the AMG BAB's Group Facilitator.
   
  1) Definition of Confidential Information:
 
For purposes of this Agreement Confidential Information shall include, but not be limited to, all information, material and data that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. This Confidential Information may be in the form of a written, digital or verbal format and discussed with a BAB’s Group Facilitator or a teammate who is a member of the BAB’s peer group advisory board. Such Confidential Information is shared in both group meetings and private coaching sessions and is considered personal, confidential and private. The Receiving Party hereby acknowledges and agrees that this type of information it receives from the Disclosing Party as outlined herein is strictly private and shall keep this information totally confidential.
 
  2) Exclusions from Confidential Information:
   
Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.
 
  3) Obligations of Receiving Party:

Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.
  
   4) Applicable Law:

This Agreement constitutes the entire agreement between the parties and supersedes any and all other agreements between the parties. No representation or promise, either oral or written, has been made except as specifically set forth herein. Should any part of this Agreement be declared invalid, such validity shall not affect the remainder of the Agreement. This Agreement and the terms, conditions and obligations herein contained shall be binding upon the parties hereto and their respective heirs, executors, administrators, successors, and assigns, and all disputes shall be adjudicated by the courts in St. Louis County, MO and governed by the laws of the State of Missouri.​ The forbearance or neglect by either party to insist upon the performance of this Agreement, or any part thereof, shall not constitute a waiver of any rights or privileges.
  
  5) Relationship of Parties:
 
Nothing contained in this Agreement shall be deemed to constitute that the individual executing this Agreement is a partner, has a joint venture or is an employee of AMG for any purpose. The individual is considered to be either an authorized representative of an independent business as outlined herein or an independent contractor and is expected to pay for its own Federal taxes, State taxes, other taxes and direct expenses as it relates to the duties in this Agreement.
   
   6) Severability of Agreement:
 
If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.
 
  7) Waiver of Rights:

The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
  
  8) Binder of Parties:
 
This Agreement and each party's obligations shall be binding on the representatives, assigns, and successors of such party. 
 
  9) Independent Legal Advice:
 
I agree that I have been advised by AMG that I should obtain independent legal advice in connection with the terms of this agreement. I hereby confirm that I have either obtained such advice or chosen not to do so and that I personally and as the owner, officer, partner and/or principal in the business as named above fully understand the terms and all of the conditions set out herein and agree to be bound by them.
   
10) Execution and Copy of Agreement:

With their signatures below the parties to this Agreement acknowledge and agree that they have a complete understanding of all of the items and provisions as outlined herein and have received a copy of said Agreement.


Individuals Approval                               AMG Approval


_________________________________      __________________________________

Print name clearly                                        Print name clearly

_________________________________      __________________________________                            
Signature                                                       Signature
       

_________________________________      __________________________________


Date                                                                Date  
 

Non-Competition
&
Non-Solicitation Agreement
 
 
This agreement made by and between American Marketing Group, Inc. (AMG) and (printed company name)__________________________________________________ hereinafter known as the AMG Business Advisory Board service (BAB's) "Facilitator" acknowledge and agree to the following terms, conditions and provisions of this agreement as outlined herein:
 
1) Non-Competition:
 
 I, (printed personal name) _____________________________________________ as an AMG BAB's "Facilitator", personally and as the owner, officer, partner and/or principal in the business with its legal name as printed above agree that I will not, without the prior written consent of AMG, at any time during the contract with AMG and for a period of two (2) years after the termination of this agreement by either party for an reason whatsoever either individually or in partnership or jointly or in conjunction with any person as principal, agent, employee, shareholder (other than a holding of shares listed on a United States or Canadian stock exchange that does not exceed five (5) percent of the outstanding shares so listed or in any other manner whatsoever carry on be engaged in or be concerned with or interested in or advise, lend money to,guarantee the debts or obligations of or permit your name or any part thereof to be used or employed by any person engaged in or concerned with description of aspect of business in which the AMG BAB's "Facilitator" is engaged in, which is the business of selling annual memberships in, facilitating meetings for, and providing private coaching sessions to individuals in the AMG BAB's peer group advisory board program.
 
 As an AMG BAB's "Facilitator" and private coach, I was contracted and compensated properly to solicit members for the AMG BAB's peer group advisory board program. I understand that to qualify as a BAB's member the AMG client must be a business owner and/or in a position of upper level management and in non-competing companies who I facilitated meetings for and gave private coaching sessions to on a monthly basis in the St. Louis Metropolitan Area.
 
And, furthermore, these peer group advisory board member who were sold by me were in fact solicited on behalf of and for the benefit of AMG and not me personally or my company as named above. I therefore acknowledge and agree that these members are the sole and exclusive clients of AMG and their BAB's program. If my AMG BAB's contract is terminated by either party for any reason whatsoever with me personally as the "Facilitator" and my business as named above I agree not to compete with the AMG BAB's program for a time period of two (2) years from the date of termination and within a fifty (50) mile radius of the Jefferson National Expansion Memorial, also known as the St. Louis or Gateway Arch, which is located at 11 North Fourth St., St. Louis, MO 63102.     
 
Additionally, I agree that the restrictions set forth and as outlined above are reasonable and valid and all defenses to the strict enforcement of this non-competition covenant by AMG is waived by me personally and as an owner, officer, partner and/or principal in said business.
 
2) Non-Solicitation of Clients:
 
I agree that I will not, without the prior written consent of the AMG, at any time during my contract with AMG in their BAB's program or for a period of two (2) years from the termination of this agreement by either party for any reason whatsoever either individually or through any company controlled by me and either on my own behalf or on behalf of any person competing or endeavoring to compete with the AMG BAB's program, directly or indirectly solicit, endeavor to solicit or gain the custom of, canvass or interfere with any person who is a client of the AMG BAB's program as of the date of termination of this contract with AMG or use my personal knowledge of or influence over any such client to or for my own benefit or that of any other person competing with the AMG BAB's program.
 
3) Non-Solicitation of Employees or "AMG Group Facilitators":
 
 I agree that I will not, without the prior written consent of AMG, at any time during the contract with AMG regarding their BAB's program or for a period of 2 years from the date of termination of this contract with AMG and my company as named above by either party and for any reason whatsoever, either individually or through any company controlled by me and either on my behalf or on the behalf of any other person competing or endeavoring to compete with the AMG in their BAB's program, directly or indirectly solicit for employment, or endeavor to employ or to retain as a business coach, consultant, mentor, independent contractor or agent, any person who is or was an employee or an AMG BAB's "Facilitator" as of the date of termination at any time during two(2) years following the termination of my contract with AMG.
 
I further agree that, should I be approached by a person who is or has been an employee or BAB's "Facilitator" of the AMG BAB's program during the period described above, I will not offer to nor employ or retain as an independent contractor or agent any such person for a period of two (2) years following the termination of my contract with AMG.
 
4) Agreement to Modification of Restrictive Covenants:
 
While the restrictions in sections1, 2 and 3 are considered by me and my company as named above and AMG to be reasonable in all of the circumstances as of the date of this Agreement, it is hereby agreed that if any one or more of such restrictions shall be judged to be void as going beyond what is reasonable in all of the circumstances for the protection of the interests of AMG, but would be valid if part of the wording thereof were deleted or the period thereof reduced or the range of activities covered thereby reduced in scope, the said reduction shall be deemed to apply with such modifications as may be necessary to make them valid and effective and any such modification shall not thereby affect the validity of any other restriction contained in this Agreement.
 
5) Independent Legal Advice:
 
I agree that I have been advised by AMG that I should obtain independent legal advice in connection with the terms of this agreement. I hereby confirm that I have either obtained such advice or chosen not to do so and that I personally and as the owner, officer, partner and/or principal in the business as named above fully understand the terms and conditions set out herein and agree to be bound by them.
 
6) Applicable Law:
 
This contract shall be governed by the laws of the State of Missouri, in St. Louis County and any applicable Federal Law.
 
Furthermore, I understand that in the event of a violation of any provision of this Agreement, that AMG shall have the full right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. I shall reimburse the Company for all costs, expenses or damages that it incurs as a result of any violation by me of any provision of this Agreement. This obligation shall include any and all court costs, litigation expenses and reasonable attorneys' fees.
 
Additionally, I also acknowledge and agree that the restrictions imposed by this Agreement are fully understood and will not preclude me from becoming gainfully employed following a termination of my contract with AMG by either party for any reason whatsoever.
 
7) Execution and Copy of Agreement:
 
With my signature accepted by a principal of AMG and witnessed below I hereby personally and as an owner, officer, partner and/or principal in the business as named above do hereby agree to the terms, conditions and provisions of this agreement as outlined herein. Furthermore, I acknowledge that I have received of a copy of this agreement that has been executed by the respective parties below.
 
Individuals Approval                                AMG Approval


_________________________________      __________________________________                
Print name clearly                                        Print name clearly

_________________________________      __________________________________                            
Signature                                                       Signature                                                                                                                       
_________________________________      __________________________________

Date                                                                Date                                                                              
                            
                         
                                                                
                                   

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