Sales Representative Agreements
Date: 19
Parties:
1. MSU Corporation ("MSU") is a Florida registered corporation having its
principal place of business at Elder House, 526-528 Xxxxx Xxxx Xxxxxxx
Xxxxxx Xxxxxx XX0 0XX in the United Kingdom
2. WEB2U Limited ("Web2u") is a company incorporated in England and Wales whose
registered office is situate at Elder House 526-528 Elder Gate Central
Xxxxxx Keynes MK9 1LR
3. XxXxxxxxxx International Inc ("MII") a company incorporated in the United
States of America whose principal place of business is at 13750 XX000 Xxxxx
Xxxxx 000 Xxx Xxxxxxx Xxxxx 00000 Xxxxxx Xxxxxx of America
4. Corstar Business Computing Inc ("Corstar") a company incorporated in the
United States of America whose principal place of business is at 00 Xxx Xxxx
Xxxxx Xxxx Xxxxxxxxx XX 00000 United States of America
Recitals:
(A) MSU is the owner of the whole of the issued share capital in Web2u
(B) Web2u is the owner of the proprietary rights in an internet access device
incorporating a proprietary chip and browser software which is referred to
herein as the Product
(C) Web2u wishes to outsource the sales and marketing and product support
services in the Territory and wishes to commission the support of MII and
Corstar (together referred to as the Contractor) to fulfil the delivery of
the Services subject to the terms and conditions of this Agreement
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(D) In consideration Of the provision of the services MSU will issue to the
Contractor the Warrants and make payment of the Retainer
Operative provisions:
1 Interpretation
1.1 In this Agreement, unless the context otherwise requires:
'FORCE MAJEURE' means, in relation to either party, any circumstances
beyond the reasonable control of that party (including,
without limitation, any strike, lock-out or other form
of industrial action)
'INTELLECTUAL PROPERTY' means any patent, copyright, registered design, trade
xxxx or other industrial or intellectual property right
subsisting in the Territory in respect of the Products,
and applications for any of the foregoing
'MARKS' means the Trade Marks set out in Schedule Two hereto
'PRODUCT' means such product or products of the kind referred to
in Recital (A) as are manufactured by or for Web2u and
are from time to time notified in writing by Web2u to
the Contractor
'QUARTER' means each period of three months ending on 31 March,
30 June, 30 September or 31 December
'RESTRICTED INFORMATION' means any information which is disclosed to the
Contractor by Web2u pursuant to or in connection with
this Agreement that is routinely treated by Web2u as
confidential as a part of its normal business practices
whether orally, if confirmation of its status as
Restricted Information is subsequently confirmed in
writing or in writing in relation to documents which
are properly designated as containing Restricted
Information
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'RETAINER' means the recurring monthly fee payable to the
Contractor during the Term attributable to inter alia
salaries set up costs minor capital and overhead
expenses designed to achieve a professional presence
for Web2u in the United States
'SERVICES' means the services specified in the Schedule attached
hereto
'TERRITORY' means North and South America or such other countries
as shall from time to time be agreed in writing by the
parties
'WARRANTS' means the warrants in relation to MSU Corporation
Common Stock to be issued pursuant to clause 7.2 to
which the Contractors are or will become entitled
'YEAR OF THIS AGREEMENT' means the period of 12 months from the date of
this Agreement and each subsequent consecutive period
of 12 months during the period of this Agreement.
1.2 Any reference in this Agreement to 'writing' or cognate expressions
includes a reference to telex, cable, facsimile transmission or comparable
means of communication.
1.3 Any reference in this Agreement to any provision of a statute shall be
construed as a reference to that provision as amended, re-enacted or
extended at the relevant time.
1.4 The headings in this Agreement are for convenience only and shall not
affect its interpretation.
2 Appointment of Contractor
2.1 Web2u hereby appoints the Contractor as a strategic marketing and business
development agent in the Territory for the promotion of, and solicitation
of customers for, the Products, and the Contractor hereby agrees to act in
that capacity and to provide the Services, subject to the terms and
conditions of this Agreement.
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2.2 Web2u shall be entitled to make sales of the products to customers in the
Territory whether or not they have been introduced to Web2u by the
Contractor.
2.3 The Contractor shall not solicit any orders for the Products:
2.3.1 from any person in the Territory if the Contractor knows or has
reason to believe that the Products concerned will be resold outside
the Territory; or
2.3.2 from any person outside the Territory without the prior written
consent of Web2u which shall not be unreasonably withheld
2.4 Web2u may from time to time by written notice require the Contractor not
to, and if so required the Contractor shall not, solicit orders for the
Products from particular customers or prospective customers in the
Territory if Web2u has reasonable grounds for believing that such customers
are not creditworthy.
3 The Contractor's duties
3.1 The Contractor shall use its best endeavours to promote and market the
Products in the Territory and to seek orders for the Products in the
Territory, and generally to assist Web2u in the sale of the Products in the
Territory, but the Contractor shall not be entitled to sell or to enter
into any negotiations or contracts for the sale of the Products on behalf
of Web2u, or to bind Web2u in any way.
3.2 The Contractor shall conduct the promotion and marketing of the Products in
the Territory with all due care and diligence and shall cultivate and
maintain good relations with customers and potential customers in the
Territory in accordance with sound commercial principles.
3.3 Subject as provided in this Agreement and to any directions which Web2u may
from time to time properly give, the Contractor shall be entitled to
perform its duties hereunder in such manner as it may think fit.
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3.4 The Contractor shall promptly notify Web2u of all enquiries concerning and
orders for the Products which it receives from customers and prospective
customers both within and outside the Territory.
3.5 The Contractor shall in relation to the Products:
3.5.1 describe itself as 'strategic marketing and business development
agent' for Web2u;
3.5.2 not hold itself out, or permit any person to hold it out, as being
authorised to bind Web2u in any way; and
3-5.3 not do any act which might reasonably create the impression that it
is so authorised.
3.6 The Contractor shall be responsible for obtaining all licences, permits and
approvals which are necessary or advisable for the sale of the Products in
the Territory and for the performance of its duties hereunder.
3.7 The Contractor shall maintain a list of customers and potential customers
for the Products in the Territory and shall at the request of Web2u supply
it with a copy of that list.
3-8 The Contractor shall from time to time keep Web2u fully informed of the
Contractor's promotional and marketing activities in respect of the
Products and shall, within 30 days after the end of each Quarter, provide
Web2u with a detailed report of such activities and the amount of its
advertising expenditure during that Quarter.
3.9 The Contractor shall keep Web2u informed of conditions in the market for
the Products in the Territory, and of competing products and the activities
of Web2u's competitors in the Territory.
3.10 The Contractor shall promptly inform Web2u of:
3.10.1 any complaint or after-sales enquiry concerning the Products which
is received by the Contractor; and
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3.10.2 any matters likely to be relevant in relation to the Manufacture,
sale, use or development of the Products within or outside the
Territory.
3.11 The Contractor will provide the Services and meet its obligations pursuant
to this agreement with reasonable care and skill
3.12 The Contractor shall not:
3.12.1 pledge the credit of Web2u in any way;
3.12.2 use any advertising, promotional or selling materials in relation to
the Products except those supplied or approved by Web2u;
3.12.3 engage in any conduct which in the opinion of Web2u is prejudicial
to Web2u's business or the marketing of the Products generally; or
3.12.4 be concerned or interested either directly or indirectly in the
manufacture, sale, promotion, marketing or importation into the
Territory of any goods which compete with the Products.
4 Sale of the products
4.1 All sales of the Products in the Territory shall be made on such terms and
conditions as Web2u in its absolute discretion may from time to time
determine, and:
4.1.1 Web2u shall provide to the Contractor copies of those terms and
conditions as varied from time to time;
4.1.2 the Contractor shall bring to the notice of all customers and
prospective customers for the Products in the Territory those terms
and conditions;
4.1.3 the Contractor shall not make or give any promises, warranties,
guarantees or representations concerning the Products other than
those contained in those terms and conditions.
4.2 Unless otherwise agreed in writing, the Contractor shall not be entitled to
receive payments on Web2u's behalf in respect of sales of the products.
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4.3 At the time of any sale of the Products the contractor shall cause the
customer to execute a purchase order in a form previously agreed to by
Web2u and the Contractor. The Contractor shall promptly deliver the
purchase order to Web2u and Web2u shall have ten (10) business days to
notify the Contractor whether the purchase order has been accepted or
rejected. If Web2u does not notify the Contractor of the status of the
purchase order within ten (10) business days the purchase order shall be
deemed to have been rejected.
4.4 The purchase price for the sale of all Products shall be paid by the
customer to Web2u. Web2u shall be responsible for the collection and
deposit of all sales and other taxes in connection with each transaction,
the filing of all required tax returns and the maintenance of all records
to be retained by any applicable law.
4.5 Web2u shall be responsible for all arrangements to ship the Products to the
customer, including the payment of all shipping storage and transport
charges, and all customs fees and duties.
5 Intellectual property
5.1 The Contractor shall promptly and fully notify Web2u of any actual,
threatened or suspected infringement in the Territory of any Intellectual
Property of Web2u which comes to the Contractor's notice, and of any claim
by any third party so coming to its notice that the importation of the
Products into the Territory, or their sale therein, infringes any rights of
any other person, and the Contractor shall at the request and expense of
Web2u do all such things as may be reasonably required to assist Web2u in
taking or resisting any proceedings in relation to any such infringement or
claim. In the event Contractor, or any officer, director, manager, partner,
employee or agent of Contractor, or of MII or Corstar (referred to either
individually or collectively as a "Protected Party") is named as a party in
any proceedings alleging that the sale or use of the Products infringes on
the intellectual property rights of any third party Web2u shall
(i) pay for the costs to defend the Protected Party, included but not
limited to reasonable attorney's fees, by counsel of the
Protected Party's choice, and
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(ii) indemnify the Protected Party from and against any damages
finally determined to be due from the Protected Party
5.2 Nothing in this Agreement shall give the Contractor any rights in respect
of any trade names or trade marks used by Web2u in relation to the Products
or of the goodwill associated therewith, and the Contractor hereby
acknowledges that, except as expressly provided in this Agreement, it shall
not acquire any rights in respect thereof and that all such rights and
goodwill are, and shall remain, vested in Web2u. During the term of the
Agreement, Contractor shall have the right in its performance of the
Services to use any trademark, trade name, trade address or service xxxx
used by Web2u in relation to the Products.
5.3 The Contractor shall not use in the Territory any trade marks or trade
names so resembling the trade marks or trade names of Web2u as to be likely
to cause confusion or deception.
5.4 The Contractor shall, at the expense of Web2u, take all such steps as Web2u
may reasonably require to assist Web2u in maintaining the validity and
enforceability of the Intellectual Property of Web2u during the continuance
of this Agreement.
5.5 Without prejudice to the right of the Contractor or any third party to
challenge the validity of any Intellectual Property of Web2u, the
Contractor shall not do or authorise any third party to do any act which
would or might invalidate or be inconsistent with the Intellectual Property
of Web2u and shall not omit or authorise any third party to omit to do any
act which, by its omission, would have that effect or character.
5.6 Web2u represents to Contractor that Web2u (or MSU) is the owner of the
registered trademark in the United States for the Marks set forth in
Schedule 2 attached hereto and made a part hereof. Notwithstanding the
representations set forth in the preceding sentence, Web2u and MSU agree
that in the event any sale of the Products provided for by the agreement,
or the use of the Products subsequent to sale, results in the loss to Web2u
or MSU or any Intellectual Property rights that would have been available
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but for that sale or use, Contractor shall have no liability to Web2u or
MSU for any loss incurred.
6 Rights and duties of Web2u
6.1 Web2u shall be entitled:
6.1.1 for any reason to reject any order for the Products; and
6.1.2 from time to time to extend the range of Products, or discontinue
any of the same, upon giving not less than one months' notice in
writing to the Contractor.
6.2 Web2u shall:
6.2.1 at its own expense promptly supply the Contractor with such samples,
catalogues, advertising, promotional and selling materials,
literature and information as the Contractor may from time to time
reasonably require for the purpose of complying with its obligations
under this Agreement;
6.2.2 subject as provided in clause 6.1.1, honour any contracts for the
sale of the Products to customers in the Territory introduced to
Web2u by the Contractor;
6.2.3 promptly and efficiently deal with any after sales enquiry relating
to the Products raised by a customer in the Territory;
6.2.4 comply with all the applicable laws and regulations relating to the
nature, method of manufacture, packaging and labelling of the
Products;
6-2.5 Web2u shall use its best efforts to maintain manufacturing capacity
sufficient to meet the volume sales generated by the Contractor
where in its sole discretion it makes commercial sense so to do
6.2-6 Web2u shall devote the resources necessary to develop such
enhancements, improvements and additions to the Products as may be
required to address changing customer needs and the product
offerings of its competitors where in its sole discretion it makes
commercial sense so to do
6.3 Subject to compliance by the Contractor with its obligations under this
Agreement, Web2u shall indemnify the Contractor against any liability
(including, without prejudice to the generality of the foregoing, all costs
and expenses which the
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Contractor may reasonably incur in defending any proceedings) which it may
incur by reason only of its being held out as Web2u's Contractor.
7 Financial provisions
7.1 In consideration of the obligations undertaken by the Contractor hereunder,
Web2u shall pay the Contractor:
7.1.1 the Retainer at the rate of _____ except as provided by clause 7.1.2
is to be paid by wire transfer on the first day of each month
(except that the first payment of the Retainer shall be due within 5
days after execution hereof); and Web2u agrees to pay interest on
any monthly payment that is not paid within (10) days after it is
due at a rate equal to the prime lending rate as published in the
Wall Street Journal, plus two percentage points
7.1.2 the Retainer shall be paid in full during the first two months of
this Agreement. Thereafter the Retainer shall be paid at the reduced
rate of $____ during each month in which the Contractor has failed
to secure the services of Ms Xxxxxx Xxxxxx or an approved employee
of similar status and rank
7.1.3 a commission in the circumstances and at the rates as set out in
Schedule One for all units of the Product which are sold and paid
for at any time during the continuance of and within one year after
the termination of this Agreement
7.1.4 all travelling and other out-of-pocket expenses reasonably incurred
in the proper provision of the Services. All expenses incurred in
excess of $____ in respect of any single item or $____ cumulatively
in any one-month period shall require the written approval of Web2u.
All expenses shall be property vouched.
7.2 MSU will grant to the Contractor warrants to purchase _____ shares of MSU
Corporation common stock at an exercise price of $____ for a term of 5
years from the date of the Agreement.
7.3 By way of a performance related incentive upon fulfilment and payment of
orders for sale of the Product according to the formula set out in the
following table (subject to a
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maximum of _____ warrants) at an exercise price of $____ for a term of ____
years from the date of this Agreement.
--------------------------------------------------------------------------------
NUMBER OF UNITS SOLD AND NUMBER OF WARRANTS
PAID FOR
--------------------------------------------------------------------------------
--------- ----------
--------- ----------
--------- ----------
--------- ----------
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7.4 Such warrants shall be issued equally to each of MII or Corstar or as
otherwise instructed in writing by the Contractor.
7.5 MSU will make available to the Contractor a block of _____ warrants for
shares of MSU Corporation common stock to be utilised as staff incentive at
a price of $____ for a term of _____ years from the date of the Agreement.
Such warrants are to be issued in the sole discretion of the Contractor to
bone fide employees (but for the purpose of clarification not to the
principals of either of the parties who constitute the Contractor)
7.6 Web2u shall:
7.6.1 within 28 days after the end of each month during the continuance of
this Agreement and after the end of each month falling within one
year after its termination send to the Contractor a statement
showing the number of Products sold and (paid for) in the Territory
by Web2u during that month and the commission thereon to which the
Contractor is entitled pursuant to clause 7.1; and
7.6.2 forthwith upon receipt from the Contractor of an invoice therefor,
send to the Contractor a remittance in US dollars in respect of that
commission
7.7 Web2u shall keep separate records and accurate accounts of all sales of the
Products
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made by it in the Territory and shall permit the Contractor or its duly
appointed representatives to inspect all such records and accounts and take
copies thereof at all reasonable times (but not exceeding once in any six
month period).
7.8 Web2u shall, if so requested by the Contractor within 72 days after the end
of any Year of this Agreement or after the end of the 12 month period
following the termination of this Agreement, at its own expense provide to
the Contractor a report from its external auditors as to accuracy of the
information submitted by it in respect of that Year or period pursuant to
clause 7.6
7.9 Web2u shall pay the commission due to the Contractor hereunder without any
deduction other than such amount (if any) that it may at anytime be
required to deduct by law. If Web2u is required to make such deduction, it
shall do all things in its power which may be reasonably necessary to
enable or assist the Contractor to claim exemption therefrom under any
double tax or similar agreement from time to time in force and shall from
time to time give to the Contractor proper evidence as to the deduction and
payment over of the tax or sums withheld.
7.10 All sums payable under this Agreement are exclusive of any value added tax
or other applicable sales tax, which shall be added to the sum in question
or otherwise included in any relevant calculation, and where any
withholding tax or similar deduction is required to be made, the sum in
question shall be paid net of that deduction.
7.11 Where at any time arty monies are properly due and payable by one party to
the other and remain outstanding interest shall accrue in relation to the
outstanding amount at the rate of 2% per annum over Prime Bank Rate
8 Confidentiality
8.1 Except as provided by clauses 8.2 and 8-3, the Contractor shall at all
times during the continuance of this Agreement and after its termination:
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8.1.1 use its best endeavours to keep all Restricted Information
confidential and accordingly not to disclose any Restricted
Information to any other person; and
8.1.2 not use any Restricted Information for any purpose other than the
performance of its obligations under this Agreement.
8.2 Any Restricted Information may be disclosed by the Contractor to:
8.2.1 any customers or prospective customers;
8.2.2 any governmental or other authority or regulatory body; or
8.2.3 any employees or authorised agents of the Contractor or of any of
the aforementioned persons,
to such extent only as is necessary for the purposes contemplated by this
Agreement, or as is required by law and subject in each case to the
Contractor using its best endeavours to ensure that the person in question
keeps the same confidential and does not use the same except for the
purposes for which the disclosure is made.
8.3 Any Restricted Information may be used by the Contractor for any purpose,
or disclosed by the Contractor to any other person, to the extent only
that:
8.3.1 it is at the date hereof, or hereafter becomes, public knowledge
through no fault of the Contractor (provided that in doing so the
Contractor shall not disclose any Restricted Information which is
not public knowledge); or
8.3.2 it can be shown by the Contractor, to the reasonable satisfaction of
Web2u, to have been known to the Contractor prior to its being
disclosed by Web2u to the Xxxxxxxxxx.
0 Xxxxx Xxxxxxx
9.1 If either party is affected by Force Majeure it shall forthwith notify the
other party of the nature and extent thereof.
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9.2 Neither party shall be deemed to be in breach of this Agreement, or
otherwise be liable to the other, by reason of any delay in performance, or
non-performance, of any of its obligations hereunder to the extent that
such delay or non-performance is due to any Force Majeure of which it has
notified the other party; and the time for performance of that obligation
shall be extended accordingly.
9.3 If the Force Majeure in question prevails for a continuous period in excess
of six months, the parties shall enter into bona fide discussions with a
view to alleviating its effects, or to agreeing upon such alternative
arrangements as may be fair and reasonable.
10 Duration and termination
10.1 This agreement shall come into force on the date hereof and, subject as
provided in clauses 10.2, 10.3 and 10.4, shall continue in force for a
period of One year and thereafter unless or until terminated by either
Party giving to the other not less than 90 days written notice expiring at
or at any time after the Year of this Agreement.
10.2 Either party shall be entitled forthwith to terminate this Agreement by
written notice to the other if:
10.2.1 that other party commits any breach of any of the provisions of this
Agreement and, in the case of a breach capable of remedy, fails to
remedy the same within 30 days after receipt of a written notice
giving full particulars of the breach and requiring it to be
remedied;
10.2.2 an encumbrancer takes possession or a receiver is appointed over any
of the property or assets of that other party;
10.2.3 that other party makes any voluntary arrangement with its creditors
or becomes subject to an administration order;
10-2.4 that other party goes into liquidation (except for the purposes of
amalgamation or reconstruction and in such manner that the company
resulting therefrom effectively agrees to be bound by or assume the
obligations imposed on that other party under this Agreement);
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10.2.5 anything analogous to any of the foregoing under the law of any
jurisdiction occurs in relation to that other party; or
10.2.6 that other party ceases, or threatens to cease, to carry on
business.
10.3 For the purposes of clause 10.2.1, a breach shall be considered capable of
remedy if the party in breach can comply with the provision in question in
all respects other than as to the time of performance (provided that time
of performance is not of the essence).
10.4 Any waiver by either party of a breach of any provision of this Agreement
shall not be considered as a waiver of any subsequent breach of the same or
any other provision thereof.
10.5 The rights to terminate this Agreement given by this clause shall be
without prejudice to any other right or remedy of either party in respect
of the breach concerned (if any) or any other breach.
11 Consequences of termination
11.1 Upon the termination of this Agreement for any reason:
11.1.1 the Contractor shall within 30 days send to Web2u or otherwise
dispose of in accordance with the directions of Web2u all samples of
the Products and all advertising, promotional or sales material
relating to the Products then in the possession of the Contractor;
11.1.2 the Contractor shall cease to promote, market, advertise or solicit
customers for the Products;
11.1.3 the provisions of clause 7 shall continue in force in accordance
with its terms
11.1.4 the Contractor shall have no claim against Web2u for compensation
for loss of agency rights, loss of goodwill or any similar loss
(except unpaid commission);
11.1.5 clause 8 shall continue in force in accordance with its terms; and
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11.1.6 subject as otherwise provided herein and to any rights or
obligations which have accrued prior to termination, neither party
shall have any further obligation to the other under this Agreement.
11.2 The costs incurred by the Contractor in complying with clause 11.1.1 shall,
where the termination is by the Contractor pursuant to clause 10.2, be for
the account of Web2u and where termination is by Web2u pursuant to clause
be for the account of the Contractor.
11.3 The provisions of clause 3.12.4 shall continue to apply for a period of 9
months after the date of termination other than where the termination is
occasioned by Web2u in which case the Contractor may be released from the
obligation in clause 3.12.4 upon repayment to Web2u of any payments of the
Retainer made to the Contractor during any prior period of 9 months.
12 Nature of agreement
12.1 Web2u shall be entitled to perform any of the obligations undertaken by it
and to exercise any of the rights granted to it under this Agreement
through any other company which at the relevant time is its holding company
or subsidiary or the subsidiary of any such holding company and any act or
omission of any such company shall for the purposes of this Agreement be
deemed to be the act or omission of Web2u.
12.2 Web2u may assign this Agreement and the rights and obligations thereunder.
12.3 Subject as provided in clause 12.4, this Agreement is personal to the
Contractor, which may not without the written consent of Web2u, assign,
mortgage, charge (otherwise than by floating charge) or dispose of any of
its rights hereunder, or subcontract or otherwise delegate any of its
obligations hereunder Save that the Contractor may for bone fide
commercial reasons be permitted to assign the benefit and burden of this
agreement to an entity in which either of the Contractors (or the
principals of either of the Contractors) owns a majority interest.
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12.4 The Contractor shall not without the prior written consent of Web2u which
shall not be unreasonably withheld employ material sub-Contractors at a
strategic level; each and every act or omission of the sub-Contractor
shall for the purposes of this Agreement be deemed to be the act or
omission of the Contractor.
12.5 Nothing in this Agreement shall create, or be deemed to create, a
partnership or the relationship of employer and employee between the
parties.
12.6 This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof, supersedes all previous agreements
and understandings between the parties with respect thereto, and may not be
modified except by an instrument in writing signed by the duty authorised
representatives of the parties.
12.7 Each party acknowledges that, in entering into this Agreement, it does not
do so on the basis of, and does not rely on, any representation, warranty
or other provision except as expressly provided herein, and all conditions,
warranties or other terms implied by statute or common law are hereby
excluded to the fullest extent permitted by law.
12.8 If any provision of this Agreement is held by any court or other competent
authority to be void or unenforceable in whole or part, this Agreement
shall continue to be valid as to the other provisions thereof and the
remainder of the affected provision.
13 Proper law
13.1 This Agreement shall be governed by and construed in all respects in
accordance with the Laws of the State of New York.
13.2 Any controversy or claim arising out of or relating to this agreement or
the breach thereof shall be settled by arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association and
judgement on the award by the arbitrator(s) may be entered in any court
having jurisdiction thereof.
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14 Notices and service
14.1 Any notice or other information required or authorised by this Agreement to
be given by either party to the other may be given by hand or sent (by
first class pre-paid post, telex, cable, facsimile transmission or
comparable means of communication) to the other party at the address
referred to in clause 14.4.
14.2 Any notice or other information given by post pursuant to clause 14-1 which
is not returned to the sender as undelivered shall be deemed to have been
given on the 7th day after the envelope containing the same was so posted;
and proof that the envelope containing any such notice or information was
properly addressed, pre-paid, registered and posted, and that it has not
been so returned to the sender, shall be sufficient evidence that such
notice or information has been duly given.
14.3 Any notice or other information sent by telex, cable, facsimile
transmission or comparable means of communication shall be deemed to have
been duly sent on the date of transmission, provided that a confirming copy
thereof is sent by first class prepaid post to the other party at the
address referred to in clause 14.4 within 24 hours after transmission.
14.4 Service of any legal proceedings concerning or arising out of this
Agreement shall be effected by causing the same to be delivered to the
Company Secretary of the party to be served at its principal place of
business (in the case of Web2u) or its registered office (in the case of
the Contractor), or to such other address as may from time to time be
notified in writing by the party concerned.
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Authorised Signatory
MSU Corporation
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Authorised Signatory
WEB2U Limited
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Authorised Signatory
XxXxxxxxxx International Inc.
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Authorised Signatory
Corstar Business Computing Co. Inc.
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Schedule
"The Services"
o To facilitate the marketing and Product PR related strategy of Web2u in the
Territory and to interface with all and any prospective customers and trade
leads developed by either Web2u or the Contractor in the Territory.
o To establish a San Antonio and Whiteplains sales and marketing office and
to provide demonstration facilities and pre sales technical and customer
product support
o To provide competent technical staff to support the marketing and sales
activity in the Territory
o The Contractor will engage and utilise upon a full time basis the services
of Xxxxxxx Xxxxxx and Xxxx Xxxxxx (or such other persons who are previously
agreed in writing by Web2u) in the provision of the Services.
o The Contractor will make available such time as is reasonably required of
Xxxx XxXxxxxxxx and Xxxx Xxxxx as is reasonably required for the provision
of the Services.
o The Contractor will make available such number of engineers to be based at
Whiteplains and or San Antonio such number engineers to be available to
customers or prospective customers of WEB2U in the Territory for the
fulfilment of the Services
o Each party will nominate a contract manager (acceptable to the other party)
to liase in relation to the day to day reporting and issues. The Contract
Managers will provide feedback in relation to problem areas, Product
enhancements, market information and conditions.
o The Contractor shall procure that its representatives:
1 make themselves available, at all reasonable times and upon reasonable
notice, to Web2u for the purposes of consultation and advice relating
to this Agreement and the Products;
2 attend meetings with representatives of Web2u and such customers or
prospective customers in the Territory as may be necessary for the
performance of its duties under this Agreement;
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3 make such calls upon customers or potential customers in the Territory
for the purpose of promoting the Products as the Contractor may think
fit; and
4 attend such trade exhibitions and other sales outlets in the Territory
as Web2u or the Contractor may think commercially suitable for the
purpose of promoting the Products.
"Commission"
(a) For each unit of the Product sold and paid for by way of reference to
the Contractors contacts and activities WEB2U will pay to the
Contractor a commission of $____.
(b) A commission shall be deemed earned and shall be paid in accordance
with clauses 7.1.3 and 7.6 upon acceptance and payment of a purchase
order that (i) was submitted to Web2u by the Contractor or (ii) was
from a customer originally introduced to Web2u by the Contractor
(c) The parties agree to enter into good faith discussions regarding the
potential compensation to the Contractor for (i) providing pre sales
support services to customers not introduced to Web2u by the
Contractor (ii) providing support maintenance and warranty support
services for installed customers and (iii) generating revenue
opportunities for Web2u other than from sales of the Products
In the event of any extra territorial activity sales possibilities being
recognised by the Contractor the parties will enter into separate
discussions to agree a level of commission to be paid to the contractor
"Pricing"
An outline pricing structure is set out below. These prices may be
enhanced/reduced by reference to ongoing royalty/revenue deals or different
business models. Web2u will agree in final contract terms direct with
each customer in co-operation with the Contractor.
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Number of Units Price per unit
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For the first _____ units US$_____ fob Shanghai
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_____ to _____ units US$_____ fob Shanghai
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_____ to _____ units US$_____ fob Shanghai
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_____ and greater US$_____ fob Shanghai
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"Trade Marks"
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Country Xxxx or Device Owner Registered Number
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United States "Web2u" Web2u Limited 75/694/832
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