EXHIBIT 10.29.1
ADDENDUM TO DOMESTIC DISTRIBUTION AGENT AGREEMENT
This Addendum To Domestic Distribution Agent Agreement ("Addendum") is
made this 9th day of February, 2004, between TELEDIGITAL, INC., a Delaware
corporation, 0000 Xxxx 00xx Xxxxxx, Xxxxx 0, Xxxxxxxxxxx, Xxxxxxxxx 00000
("Teledigital") and CELLNET COMMUNICATIONS, INC., a Michigan corporation, 00000
Xxxx X Xxxx, Xxxxxxx Xxxxxxx, Xxxxxxxx 00000 ("Cellnet").
BACKGROUND
A. Teledigital and Cellnet entered into a Domestic Distribution Agent Agreement
("Agent Agreement") on July 9, 2003.
B. Under the Agent Agreement, Cellnet is authorized to provide its customers
(including distributors) cellular telephones that are pre-programmed with
Teledigital's software, and pin numbers, which authorize the cell phone user to
activate such cell phones (or to add pre-paid minutes to the cell phone).
C. Teledigital and Cellnet wish to amend the Agent Agreement by this Addendum to
provide that Cellnet will provide certain "back office operations" and cellular
telephone airtime to facilitate the pre-paid cellular program, and to make
certain other modifications to the Agent Agreement.
D. Teledigital has appointed a number of distributors ("Distributors"),
including Cellnet, who are authorized to resell pre-paid cellular telephones and
pin numbers that incorporate Teledigital's pre-paid software. Those Distributors
may resell such pre-paid cellular services to other subdistributors (who then
resell to retailers), to retailers (who then resell to the End User); or
directly to End Users. As used in this Addendum, the actual user of the cell
phone (whether he or she purchases it through a retailer, a subdistributor, or a
distributor) is referred to as the "End User."
NOW, THEREFORE, in consideration of the above premises and the mutual
promises set forth below, and for other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. TELEDIGITAL'S SOFTWARE SERVICES. Cellnet hereby appoints Teledigital as
its exclusive provider of pre-paid cellular software. Teledigital shall
ensure that all cellular telephones that are programmed with its
pre-paid software will automatically activate through Atlas
Administration, which will route such airtime through Cellnet.
2. CELLNET'S FACILITATION SERVICES. Teledigital hereby appoints Cellnet as
the exclusive provider of cellular telephone airtime that is used by
End Users except when:
o Cellnet has not established a market within 90 days of
Teledigital requesting that particular market be opened or is
unable to supply an adequate quantity of phone numbers to
support Teledigital's Distribution requirements.
In addition to providing airtime, Cellnet shall also manage an
inventory of telephone numbers (i.e., it shall maintain a number of
telephone numbers in inventory, assign those numbers to cellular
handsets which are programmed with Teledigital's pre-paid software,
etc.), and shall manage activations, de-activations, rate changes, etc.
of cellular handsets that are programmed with Tele Digital's pre-paid
software.
Finally, Cellnet shall provide Customer Service to other Teledigital
Distributors (but not to subdistributors, retailers, or End Users). As
used in this Addendum, "Customer Service" shall mean: phone calls,
voice mails, or emails from the Distributor as it relates to functions
that the Distributor cannot facilitate on their own. This may include
resetting a calling feature or voice mail, fixing a pin problem,
rebirthing a phone, generating custom pins, changing rate plans,
initializing pins, and reading airtime over the air.
3. COMPENSATION TO CELLNET. Cellnet's sole compensation for providing the
airtime and the facilitation services described above, shall be the
amount that Cellnet collects from Teledigital's Distributors for
Airtime Related Charges (which includes the Monthly Access Pin fee),
less the amount Cellnet must pay to its airtime suppliers and less the
pin/software fees due to Teledigital. "Air Time Related Charges" means
any charges that are related to the End User's use of the cellular
telephone including, without limitation, airtime charges, text message
charges, roaming fees, caller I.D. fees, taxes, etc. Cellnet
acknowledges and agrees that it shall be solely responsible for
collecting payments from Distributors for Airtime Related Charges, and
shall be solely responsible for paying Cellnet's suppliers of such
airtime.
4. PIN/SOFTWARE LICENSING FEES. Cellnet shall pay Teledigital software
license fees (pin number fees) as indicated on Schedule A. These fees
are payable weekly for the prior week's activations. There will be no
fee paid to Teledigital for each handset's first month of activation
(Start Up pin).
5. RESALE PRICING. The parties acknowledge and agree that Cellnet may set
prices to Distributors for Airtime Related Charges, pre-paid handsets,
and pin numbers, in Cellnet's sole discretion.
6. TERM. The term of the Agent Agreement is hereby extended to the second
annual anniversary after the date of this Addendum. Either party may
terminate this agreement for any reason upon ninety (90) days written
notice to the other. Upon termination of this agreement Teledigital has
the right to continue to provide Teledigital software to its
Distribution network and Cellnet retains the ownership of the cellular
phone numbers.
7. CONFLICTS; NO OTHER MODIFICATIONS. In the event of any conflict between
the terms of this Addendum and the terms of the Agent Agreement, the
terns of this Addendum shall govern. Except as expressly modified by
this Addendum, the Agent Agreement shall continue in full force and
effect.
[signature page follows]
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IN WITNESS WHEREOF, the parties have signed this Addendum as of the
date written above.
TELEDIGITAL, INC.,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxx, President and CEO
CELLNET COMMUNICATIONS, INC.,
a Michigan corporation
By: /s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx, President
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