Afilliate Contract

Is there a standard contract out there somewhere, to cover your butt in Farm-In Farm-out situations? And do you guys use a standard customer contract of any type?

Thanx in advance
tc

<BLOCKQUOTE class="ip-ubbcode-quote"><font size="-1">quote:</font><HR>Originally posted by tc:
Is there a standard contract out there somewhere, to cover your butt in Farm-In Farm-out situations? And do you guys use a standard customer contract of any type?

Thanx in advance
tc<HR></BLOCKQUOTE>

I have not seen a standard contract. The area's you want to cover are:

1. A non compete clause. Your clients are yours not the I/O's.

2. You want to be an insured interest. Meaning, you need to know that your I/O has coverage and that you will be covered.

3. The I/O is responsible to provide workers comp and payment of taxes. You will be responsible for providing a 1099 tax form.

I would have your attorney review your contract.

John Sinibaldi
NLA Board Member


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<BLOCKQUOTE class="ip-ubbcode-quote"><font size="-1">quote:</font><HR>Originally posted by fivestaroregon:
I would have your attorney review your contract.

John Sinibaldi
NLA Board Member

<HR></BLOCKQUOTE>
Not hardly, John. There are few attorneys in the entire U.S. who understand the farm out/farm in relationship, or affiliate relationship, and until they are educated anc can contribute meaningfully to such a contract, it is good advice but futile. These standard forms of contracts are something that a committee of a good trade association should be promulgating, just as, for example, the National Association of realtors and state affiliates do. There are numerous precedents for this, but NLA is too busy doing far less meaningful things. Maybe one of these days I'll put together a kit of contracts and forms for limousine operators and sell it. Does Tom Mazza have samples in his books?

I like the aspects that John has laid out. I think however, that they apply more to a fixed "networking" type of arrangement between operators. I'm not really certain if this is what TC was inquiring about. Although I'm sure it would work even for casual instances where you were short a car and needed to farm.

I wholeheartedly agree with James that this is one of the very features a trade association could make as a valuable resource. Especially those which uphold a responsibility to educate and promote industry strength.

Not only do attorneys not fully understand these relationships, it may be a moot point – often the operators don't understand them either. There can be wide variances and interpretations of what is and isn't within the bounds of a farming/affiliate relationship. Even there is an example: the use of the terms "agreement" versus "relationship" could make for misunderstandings between operators.

I don't recall any samples of such forms in Tom's books. But I believe the subject is discussed. I'll have to peruse it again a little later.

Karl

<BLOCKQUOTE class="ip-ubbcode-quote"><font size="-1">quote:</font><HR>Originally posted by Karl:
I like the aspects that John has laid out. I think however, that they apply more to a fixed "networking" type of arrangement between operators. I'm not really certain if this is what TC was inquiring about. Although I'm sure it would work even for casual instances where you were short a car and needed to farm.

I wholeheartedly agree with James that this is one of the very features a trade association could make as a valuable resource. Especially those which uphold a responsibility to educate and promote industry strength.

Not only do attorneys not fully understand these relationships, it may be a moot point – often the operators don't understand them either. There can be wide variances and interpretations of what is and isn't within the bounds of a farming/affiliate relationship. Even there is an example: the use of the terms "agreement" versus "relationship" could make for misunderstandings between operators.

I don't recall any samples of such forms in Tom's books. But I believe the subject is discussed. I'll have to peruse it again a little later.
Every State has different laws, a trade association should have a library on every market. Wait for Wade Randolph's books coming out this spring - they will become the bible of the industry. Mr. Randolph has been in business since 1977.
Karl<HR></BLOCKQUOTE>

<BLOCKQUOTE class="ip-ubbcode-quote"><font size="-1">quote:</font><HR>Originally posted by tc:
Is there a standard contract out there somewhere, to cover your butt in Farm-In Farm-out situations? And do you guys use a standard customer contract of any type?

Thanx in advance
tc<HR></BLOCKQUOTE>
E-Mail Richard Ramis, the premier authority in the livery industry at richardramis@aol.com . DEAN SCHULER

<BLOCKQUOTE class="ip-ubbcode-quote"><font size="-1">quote:</font><HR>Originally posted by tc:
And do you guys use a standard customer contract of any type?
<HR></BLOCKQUOTE>
There's not an industry-standard customer contract. Each company develops their own, or, most often, copies them from somebody else who copied them from somebody else who copied them from somebody else who copied them from . . . you get the idea. I'd be happy to fax you ours (which, in fact, was not copied from anybody), although it needs a few revisions that I haven't had time to make.

Alright I hear a market need! Yes, such standard forms should be made readily available to limo companies. I do not know of any boiler-plated forms as of yet; but you can bet, they'll be coming soon now that this post is in the public domain.

If someone can put together a series of contracts, we could put them up on download here at Limos.com. Of course, I would like to offer them for FREE so everyone gets use of them. If not for FREE, a tiny fee.

Michael

<BLOCKQUOTE class="ip-ubbcode-quote"><font size="-1">quote:</font><HR>Originally posted by XENEFOX Media Corporation:
Alright I hear a market need! Yes, such standard forms should be made readily available to limo companies. I do not know of any boiler-plated forms as of yet; but you can bet, they'll be coming soon now that this post is in the public domain.

If someone can put together a series of contracts, we could put them up on download here at Limos.com. Of course, I would like to offer them for FREE so everyone gets use of them. If not for FREE, a tiny fee.

Michael<HR></BLOCKQUOTE>
Why don't we start with identifying the types of standard form contracts that are needed. We use a one-size-fits-all contract printed on the back of our reservation confirmations for all requests for service. There is also need for a comprehensive independent contractor form for those companies who maintain such a relationship with their chauffeurs. There is also a need by some companies for employment covenants with their employees and ICs (non-compete, trade secrets, confidential information, customer lists, etc. etc.). Tom previously identified a contract between companies who farm to one another. Affiliation contracts are also an issue, but I have seen very few of them. Anybody have any other suggestions? NOW, for the problem, and why this should be an association effort. No single company has broad enough experience to promulgate a comprehensive contract - this needs to be done by a committee. Also, there are variations from state to state - for example, many states now require consumer (but not business-to-business) contracts to be in "plain English," rather than lawyer gobbledygook. So you have to be careful when you start exchanging sample contracts. In my humble opinion, the best way to start something like this is for everyone to upload or fax or send any contract which they use to a central repository. After a reasonable period of time, those contracts should be reviewed for unique ideas and ways of handling various situations, and the best language selected with as many ideas as can be incorporated in each type of contract, and then the finished product available for download or other form of distribution (heck, maybe Tom Mazza will publish them as an appendix to his books). If the end-user wants to eliminate or change provisions, or selct from alternative provisions, at least he'll be working with a comprehensive form of contract to start with. I'm willing to contribute some legal input into this process if someone has some suggestions as to how to assemble a repository of documents - some users can't scan or don't know how to upload, so there has to be an analog interface in here somewhere, including the mail. Any other suggestions?

[This message has been edited by jhj (edited 10-23-2000).]

Wow, have I struck a nerve or what. Look out here we come, we have just opened and already were causing trouble.

I agree that there is a need for some type of standard documents that if nothing else could be used as a starting point in developing your final douments. The ones that JHJ mentions previously are probably the most important.

One comment as far as farm in/farm out work. In approximately 9 years in this business, I have never had a contract with anyhone that I have subbed work to or taken work from. I belong to a local association, I only work within that association. I will not deal with any company that is outside of our association. I will not support gypsy operators for the sake of making a few bucks in commission (which I also do not charge or pay). By working within a known group of operators with similar goals and ethics, the need for a contract is not necessary.
My clients are not carded, payment is made in an acceptable timeframe, everybody knows the rules. If someone doesn't play by the rules, they are educated. If it happens again, the work stops flowing to the offender.

I think a contract for farm in/farm out work doesn't accomplish much. The integrity, honesty, etc... of the 2 players is what is most important. Contracts only tend to get lawyers involved (no offense JHJ).

<BLOCKQUOTE class="ip-ubbcode-quote"><font size="-1">quote:</font><HR>Originally posted by Hesch (from Florida):
Contracts only tend to get lawyers involved (no offense JHJ). <HR></BLOCKQUOTE>
No offense. Regrettably, lawyers who know anything about the limousine industry are few and far between. So getting an unqualified lawyer involved can be just as bad as no lawyer at all, that's why this should be an association activity. There are far more lawyers familiar with real estate transactions than the limousine business, yet it is hard to find a lwyer truly qualified in real estate matters - let alone one that excels in such matters. Yet the realtor associations all have committees that work with committees of lawyers to develop contracts, and the limousine business is certainly no different - in fact, it is in greater need of such contracts. I agree that we, too, have never used an I/O contract because we deal with people we know. That doesn't mean we shouldn't have a uniform contract that deals with insurance and quality matters. The I/O form of contract is lowest on the list of those needed, but it would be good to have one. We don't because the cost of any individual company developing such a contract is WAY, WAY, WAY out of proportion to the need and/or the benefit to come from the contract. I bet that there has never been such a contract developed by any one anywhere - but it doesn't mean it wouldn't be a good idea. But if I had a companynin Dubuque, Iowa, I sure wouldn't pick some divorce lawyer off the street to try to write one. Any if I was in New York City, I couldn't afford to have a lawyer write one. I'll say it again - THIS IS AN ACTIVITY PROPERLY SUPPORTED BY A GOOD TRADE ASSOCIATION.