B.C. Branch
The Canadian Bar Association
PREFERRED SUPPLIER
AGREEMENT
MEMORANDUM OF AGREEMENT, dated March 15, 1999.
BETWEEN:
CyPost Corporation
having an office at Suite 000-000 Xxxx Xxxxxxxxx
Xxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
hereinafter referred to as "Supplier"
- and -
The Canadian Bar Association, B.C. Branch
having an office at 10th Floor, 000 Xxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
hereinafter referred to as "CBABC"
WHEREAS CyPost Corporation (The "Supplier") is desirous of receiving the
approval of the CBA, BC Branch, ("CBABC") as a preferred supplier and
recommended vendor Navaho Lock and Navaho ZipSafe (software program designed to
meet the growing needs of insuring safe, secure and private correspondence when
sending e-mail and attachments over the Internet) to CBABC Mernbers;
AND WHEREAS having reviewed the product and services offered by the Supplier,
and having agreed on preferential discounts to be provided by the Supplier,
CBABC is prepared to grant its preferred supplier status to the Supplier;
NOW THEREFORE this Agreement witnesseth that, in consideration of the mutual
covenants contained in this Agreement and after good and valuable consideration,
the receipt and sufficient of which is hereby acknowledged, the parties agree as
follows:
1. TERM
1.1 The term (the "Term") of this Agreement will be for one year, commencing
on the date this Agreement is signed by CBABC.
1.2 Notwithstanding paragraph 1.1, either party may terminate this Agreement
by giving to the
other party 90 days' written notice of termination.
1.3 Either party may terminate this Agreement by giving written notice of
termination in the event of any default under this Agreement by the other
party that is not remedied within 30 days of receipt of written notice of
the default.
2. THE PROGRAM
2.1 On execution of this Agreement by CBABC, the Supplier will, during the
Term, offer CBABC members a minimum discount of 25% from the prevailing
retail price of Navaho Personal Edition and Navaho ZipSafe. In addition
the Supplier is committed to structuring multiple-seat licensing
arrangements for the legal community at or below any agreement that maybe
entered into with any other organization and/or corporation during the
fiscal year of 1999.
2.2 In addition to the "in House" implementation of the Supplier's software,
CBABC members may also purchase additional licenses for the purpose of
distribution to their clientele. These purchases may be structured on a
deferred inventory basis, i.e. Individual firm would be allocated 1 00
CD's and be asked to submit a usage report on a monthly or quarterly
basis. These purchases will of course be at the preferred discount rate,
as outlined above.
2.3 CBABC will not, during the Term, offer a program of similar or directly
competitive nature, subject to any programs already in place.
3. PREFERRED SUPPLIER STATUS
3.1 CBABC hereby approves the Supplier as a preferred supplier, and as such:
a) authorises the Supplier to represent that it is a preferred supplier to
CBABC rnembers, approved by CBABC;
b) will promote the Supplier to Members during the Term;
c) will permit the Supplier to use trademarks or logos of CBABC, in any
marketing or promotion initiative of the Supplier relating to the Program,
subject to prior CBABC written approval, which approval is in the sole
discretion of CBABC through its Executive Director or designate.
4. PROMOTION BY SUPPLIER
4.1 CBABC agrees to provide advertising space within it's various 1999
publications and to provide mailing labels for marketing purposes and in
return the Supplier will provide CBABC with 250 each of Navaho Lock and
Navaho ZipSafe licenses for the purpose of distribution to various members
throughout the Province of British Columbia.
4.2 The Supplier agrees that any advertising and promotional material will be
in English and will be, at the request of CBABC, in combined or separate
English and French versions, and will be submitted before use to OBABC for
its review and written approval, which approval is in the sole discretion
of CBABC, through its Executive Director or designate.
5. REMUNERATION
5.1 In consideration of the granting of preferred supplier status, the
Supplier will pay to CBABC, 20% of the billing amount from CBABC members
for licenses sold to the legal community in the Province of British
Columbia.
5.2 The Supplier will make available quarterly management accounts to CBABC to
verify the fee payable. CBABC will have the right to inspect the
Supplier's books and accounts as they relate to this Agreement, to request
a copy of the audited annual financial statements of the Supplier and/or
to perform audits to confirm compliance with this Agreement.
6. MAILING LISTS
6.1 The Supplier acknowledges that this Agreement does not contemplate that
the Supplier will receive access to CBABC mailing labels. If such access
is given, the Supplier agrees that the mailing labels, and all rights and
interests in the mailing labels, will in all circumstances remain the
property of CBABC.
6.2 The Supplier will only use such rnailing labels: a) with the express
written permission of the Executive Director, or designate, which
permission may be withheld in that person's sole discretion; b) for
mailings pursuant to the Program; or c) to provide information to the
Supplier staff or sales representatives about the recipients of a mailout
to CBABC members in the territory or region of the staff member or sales
representative.
6.3 The Supplier acknowledges that CBABC mailing labels are confidential, and
agrees that such mailing labels, when utilized, will be held in strict
confidence and will not be disclosed to third parties.
7. REPORTS
7.1 The Supplier agrees, upon the request of CBABC, to provide CBABC with a
report respecting:
a) the number of agreements entered into between the Supplier and Members
and the volume of use of the products or services in the Program by Members;
b) a geographic and quarterly breakdown of such sales contracts and
volumes;
c) the total value of sales for any period specified by CBABC.
8. REPRESENTATIONS AND WARRANTIES
8.1 The Supplier agrees to advise its staff members and sales representatives
that they may not make representations that the products or services
offered in the Program are endorsed as to value or suitability by CBABC,
and the Supplier will make no such representations in its advertising.
9. RELATION OF PARTIES
9.1 The Supplier and CBABC acknowledge that CBABC is not a guarantor of any
contract executed between a member of CBABC and the Supplier. This
Agreement will not constitute a joint venture between the parties nor will
it authorise a party to act as an agent or representative of the other
party. Each party undertakes not to make representations and not to incur
any liabilities of any nature for or on behalf of the other party.
10. COMPLAINTS
10.1 The Supplier acknowledges and agrees that effective and responsive
customer service is essential to the success of the program. The Supplier
agrees to designate a Supplier staff member who will ensure that the
requests or complaints of CBABC members are responded to in a courteous
manner and on a timely basis. The Supplier will keep a record of such
complaints and will make the record available to CBABC upon request.
11. NOTICES
11.1 Notice given by one party to the other pursuant to this Agreement will be
made in writing and will be delivered by hand, by fax or by registered
mail, to the following persons at the following addresses:
B.C. BRANCH, CANADIAN BAR ASSOCIATION
1Oth Floor, 000 Xxxxxx Xxxxxx Xxxxxxxxx, X.X., X0X 0X0
Attention: Xxxxx Xxxxxxxxx, Executive Director
Telephone: (000) 000-0000 Fax: (000) 000-0000
CyPost Corporation
Xxxxx 000-000 Xxxx Xxxxxxxxx Xxxxx Xxxxxxxxx, XX X0X 0X0
Attention: Xxxxxx Xxxxx
Telephone: (000) 000-0-000 Fax: (000) 000-0000
Notice given by hand or fax is deerned to be delivered on the day the notice is
hand delivered or the day after it is sent by fax. A notice given by registered
mail will be deemed to be delivered on the fifth day after posting of the
notice.
12. ENUREMENT
12.1 This Agreement will enure to the benefit of and be binding upon the
respective successors and permitted assignees of the parties.
13. CONSENT
13.1 This Agreement may be amended, in writing, only with the mutual consent of
the parties, and no amendment will be effective unless in writing, signed
by both parties.
14. GOVERNING LAW
14.1 This Agreement is subject to and will be interpreted and construed in
accordance with the laws of British Columbia.
15. ASSIGNMENT
15.1 This Agreement may not be assigned by the Supplier.
IN WITNESS WHEREOF the parties have executed this Agreement on the date(s), and
at the place(s) indicated below:
DATED AT Vancouver, British Columbia this 15th day of March, 1999.
CANADIAN BAR ASSOCIATION, B.C. Branch
per: /s/ Xxxxx Xxxxxxxxx
-------------------
Xxxxx Xxxxxxxxx, Executive Director
CyPost Corporation
per: /s/ Xxxxxx Xxxxx
-------------------
Xxxxxx Xxxxx, C.E.O, C.O.O.
