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EXHIBIT 10.8
AGREEMENT BETWEEN VIRTUAL TECHNOLOGY CORPORATION AND
eSystems21 CORPORATION
This agreement is made effective September 1, 1999 by and between Virtual
Technology Corporation (herein referred to as VTC) having its principal office
located at, 0000 Xxxx Xxxx Xxxxxx Xxxxx 000, Xxxxxxxxxxx, XX 00000 and
eSystems21, whose principal office is located at 0000 Xxxxxx Xxxxxxxx Xx. Xxxx
Xxxxxxx, XX 00000 (herein referred to as Xxxxxxxxxxxx.xxx)
In consideration of the mutual covenants contained herein, IT IS HEREBY AGREED
BETWEEN THE PARTIES AS FOLLOW:
ARTICLE 1. PURPOSE AND INTENT
1. The purpose and intent of this agreement is to define the administrative
responsibilities of VTC and Xxxxxxxxxxxx.xxx with regard the purchasing
program which will allow Xxxxxxxxxxxx.xxx members and customers the ability
to purchase products via an on-line technology shopping site located at
http//xxx.Xxxxxxxxxxxx.xxx./techmart or it's equivalent.
ARTICLE 2. DEFINITIONS
2.1 VTC - As used herein all shall mean and include VTC, it's successors,
permitted subsidiaries, affiliates and any of its present and future
subsidiaries or organizations controlled by, controlling or under common control
with it.
2.2 Xxxxxxxxxxxx.xxx - As used herein, shall mean and include Xxxxxxxxxxxx.xxx,
its successors, permitted assigned, subsidiaries, affiliates, and any of its
present and future subsidiaries or organizations controlled by, controlling or
under common control with it.
ARTICLE 3. PROGRAM DESCRIPTION
3. Through Xxxxxxxxxxxx.xxx/xxxxxxxx, VTC makes available their on-line
technology shopping site.
ARTICLE 4. RESPONSIBILITIES
4.1 Constructing an "E-Commerce" for the Xxxxxxxxxxxx.xxx based on the VTC
"E-Commerce" page with customization to the Xxxxxxxxxxxx.xxx "Home Page" as is
reasonable. Provide links from the Xxxxxxxxxxxx.xxx's "Home Page" to the
"Techmart" site.
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4.2 Listing a minimum of 40,000 products for purchase by the, (not withstanding
restrictions by statute or from OEMs).
4.3 Obtaining the most competitive prices available for Xxxxxxxxxxxx.xxx and
it's members and customers.
4.4 Assisting in the development of marketing brochures as well as providing
general support, retention, and assistance in the marketing of this program to
members and customers.
4.5 Processing orders received from Xxxxxxxxxxxx.xxx members and customers,
delivering and billing them directly.
4.6 Fulfilling orders, customer order service, and final calculation of product
pricing, shipping charges and sales tax (where applicable).
4.7 Keeping close communications with Xxxxxxxxxxxx.xxx as to all activity with
members and customers.
4.8 Submitting monthly volume sales reports to Xxxxxxxxxxxx.xxx in Eden Prairie
MN, for the total dollar purchases made under the terms of this agreement.
4.9 Notifying Xxxxxxxxxxxx.xxx of unusual price changes, product additions or
cancellations.
ARTICLE 5. Xxxxxxxxxxxx.xxx ADMINISTRATIVE RESPONSIBILITIES
5.1 Receiving leads from members and customers and forward them to VTC for
follow-up.
5.2 Acting as a liaison, if necessary, between members and customers and VTC to
resolve any customer assistance issues.
5.3 Marketing VTC to members and customers through mailings, conferences,
meetings, newsletters, and purchasing updates.
ARTICLE 6. AUDITS
6. VTC agrees that the Purchasing Staff of Xxxxxxxxxxxx.xxx may audit their
relevant records to establish that total compliance of this agreement is met.
VTC agrees to provide verifiable documentation tracking services form
manufacturer to member. Xxxxxxxxxxxx.xxx will provide at least twenty-four hour
notice of audit.
ARTICLE 7. FEES
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7. VTC agrees to pay Xxxxxxxxxxxx.xxx an administrative fee of .5% to 1% for all
products purchased by Xxxxxxxxxxxx.xxx members and customers monthly. Said fee
to be in support of the marketing and promotional efforts of Xxxxxxxxxxxx.xxx
ARTICLE 8. TERM
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8.1 Term. This agreement shall become effective as of September 1, 1999 for a
period of two years and continue in force until further notice by either party
with 60 days written notification. After the initial two-year term, the contract
is renewable yearly in one-year terms.
8.1 Termination. This agreement shall terminate immediately upon any one of the
following events:
8.2-1 VTC's voluntary or involuntary bankruptcy or insolvency.
8.2-2 VTC's failure to remedy a material breach of this agreement
within 30 days of receipts of notice from Xxxxxxxxxxxx.xxx specifying in
reasonable detail the nature of such breach.
8.2-3 Receipt of written information from any authorized agency finding
activities of VTC engaged in pursuant to this agreement to be in violation of
the law.
8.2-4 Written agreement by either party herein giving 30 days notice.
8.3 Rights and Obligations upon Termination. Termination of this agreement shall
not release the party from the obligation to make payment of all amounts due and
payable.
ARTICLE 9. MISCELLANEOUS
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9.1 Assignment. Neither party shall have the right to assign or otherwise
transfer its rights and obligations under this agreement except with the prior
written consent of the other party; provided that a successor in interest by
merger, by operation of law, assignment, purchase or otherwise of the entire
business of either party shall acquire all interest of such party hereunder. Any
prohibited assignment shall be null and void.
9.2 Relationship. Each party is an independent entity under the terms of this
agreement. Neither party, by virtue of this agreement will have any right,
power, nor authority to act or create any obligation, expressed or implied, on
behalf of the other party. Except as otherwise provided, or as may hereafter be
established by a written agreement executed by authorized representatives of the
parties, all operational expenses by written agreement executed by authorized
representatives of the parties, all operational expenses incurred by either
party will be borne by the party incurring the expense.
9.3 Governing Law. This agreement shall be interpreted in accordance with and
governed by the laws of the State of Minnesota.
9.4 Confidentiality. Subject to any obligation, applicable law, the parties
agree that the terms of this agreement shall remain confidential. The parties
agree that upon written
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execution hereof they shall be free to make a statement to the press or develop
other such publicity as is mutually beneficial and agreed upon.
9.5 Hold Harmless. Each party agrees to hold the other harmless from any and all
claims and demands of members and customers which may result from the negligence
of the other in connection with their duties and responsibilities under this
agreement, unless such action is a result of intentional wrongdoing of the other
party.
9.6 Notices. Notices permitted or required to be given hereunder shall be deemed
sufficient if given by registered or certified mail, postage prepaid, return
receipt requested, addressed to the following addresses of the parties, or at
such other addresses as the respective parties may designate by like notice from
time to time. Notices so given shall be effective upon (a) receipt by the party
to which notice is given, or (b) on the seventh (7th) day following the date
such notice was posted, whichever occurs first:
Virtual Technology Corporation Xxxxxxxxxxxx.xxx
0000 Xxxx Xxxx Xxxxxx Xxxxx 000 0000 Xxxxxx Xxxxxxxx Xx.
Xxxxxxxxxxx, XX 00000 Xxxx Xxxxxxx, XX 00000
9.7 Binding Effect. This agreement binds and insures to the benefit of the
parties hereto, and their respective successors and permitted assigns.
9.8 Entire Agreement. The individuals signing this agreement hereby represent
that they are authorized on behalf of their respective organizations to execute
this agreement and the agreement contains the entire understanding between the
parties concerning the subject matter.
9.9 Severability. In the event that any of the terms of this agreement are in
conflict with any rule or law or statuary provision or otherwise unenforceable
under the laws or regulations of any government or subdivision thereof, such
terms shall be deemed stricken from this agreement, but such invalidity or
unenforceablitiy shall not invalidate any of the other terms of this agreement,
and this agreement shall continue in force, unless the invalidity or
unenforceability of any such provisions hereof does substantial violence to, or
where the invalid or unenforceable provisions compromise an integral part of or
are otherwise inseperable from, the remainder of this agreement.
9.10 Waiver. No failure by either party to take any action or assert any right
hereunder shall be deemed to be a waiver of such right in the event of the
continuation or repetition of the circumstances giving to such right.
9.11 Amendments. This agreement shall not be deemed or construed to be modified,
amended, rescinded, canceled or waived, in whole or in part, other than by
written amendment signed by the parties hereto.
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IN WITNESS WHEREOF, the parties have executed this agreement effective the day
and year first above written.
Virtual Technology Corporation Xxxxxxxxxxxx.xxx
By /s/ Xxxxx Xxxx By /s/ Xxx Xxxxx
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Xxxxx Xxxx Xxx Xxxxx
Date: 9/3/99 Date: 8/27/99
