Exhibit 10.33
MASTER DISTRIBUTION AGREEMENT
This Agreement, made as of 1st July, 1996 by and between Vertex
Industries, Inc. of ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
(hereinafter referred to as Vertex), and NetWeave Corporation (Europe)
Limited of ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇ (hereinafter referred to as NetWeave).
VERTEX, hereby, appoints NETWEAVE as its non-exclusive Master
Distributor for Europe, Middle East and Africa on the following items:
1. Territory
1.1 The territory would be that known as Europe, Middle East and
Africa and more specifically described in APPENDIX A
(Territory).
1.2 The Territory can be added to by agreement of both parties and
confirmed in writing.
2. Objectives
The objectives are:
2.1 To increase Vertex sales in the Territory.
2.2 To produce revenue and profit for both companies.
2.3 To establish a network of qualified distributors and resellers
in the Territory.
3. NetWeave Responsibilities and Duties
3.1 To act at all times in the best interest of Vertex.
3.2 To represent Vertex and its products in a professional manner
at all times.
3.3 To appoint qualified distributors in the territory who
actively promote and sell the Vertex products.
3.4 To provide Sales, Marketing and Technical support to the
distributors.
3.5 To provide Vertex with a monthly Sales Revenue Forecast in a
format acceptable to Vertex.
3.6 To establish an organization capable of achieving the agreed
Vertex revenue and profit requirements.
3.6.1 In the 12 months from 1 July, 1996 to 30 June, 1997
the revenue target will be US $1.6 million of gross
sales to customers
3.7 To remit payments to Vertex in a timely manner.
3.8 To produce local currency price lists for the distributor
based on a formula agreed with Vertex.
3.8.1 The initial price lists will be based on 2 X US lists.
(See Appendix C)
3.9 To provide a current list of Distributors. (See Appendix D)
4. Vertex Obligations
4.1 To provide NetWeave with adequate Sales and Marketing
material.
4.2 To provide quality training for both NetWeave and Distributor
staff.
4.3 To advise NetWeave of all product enhancements or changes in a
timely manner.
4.4 To provide NetWeave with 60 days notice of pricing changes.
4.5 To provide NetWeave with a monthly payment of US $6,000,
commencing on 15 July, for a period of six months, to be
offset against future commission earnings.
4.6 To provide necessary support for its products to either
NetWeave, its Distributors or Customers.
5. Rewards & Payments
5.1 As described in 3.8 and 3.8.1, the sales prices will be 2 X US
list.
5.2 The distributor will operate in local currency and will be
invoiced by NetWeave in same.
5.2.1 Currency Exchange Rates will be agreed every 6 months
and its first set are attached as Appendix B.
5.3 The distribution of Revenue, exclusive of hardware costs,
shall be as follows:
50% to Distributor
37 1/2% to Vertex
12 1/2% to NetWeave
5.4 NetWeave will invoice Distributor and will remit funds to
Vertex in US Dollars, 5 days after receipt from Distributor.
6. TERMINATION
Termination of this Agreement can be made with 90 Days notice by
either party, after the first 180 Days.
7. JURISDICTION
The Agreement will be governed by the laws of the United Kingdom.
Signed for on behalf of Signed for on behalf of NetWeave
Vertex Industries, Inc. Corporation (Europe) Limited.
BY: s/▇▇▇▇▇▇ ▇. ▇▇▇▇ BY: s/▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
President Managing Director
Date: 7/18/96 Date: July 18, 1996
Witness: s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Witness: s/ ▇.▇. ▇▇▇▇▇▇▇▇▇▇
