RESELLER RECRUITMENT AND MANAGEMENT AGREEMENT
EXHIBIT
10.18
This
Reseller Recruitment and Management Agreement (the “Agreement”), is made
effective on March 01, 2008 by and between Công ty TNHH
Xxxxxx xxx Thông Tin VN, a company organized and existing under the laws of the
County of Vietnam (the “Contractor”) and DOT VN, INC., a
Delaware corporation (the “Company”). The Contractor and the Company
shall hereafter be referred to individually as a “Party” and collectively
as the “Parties.”
Recitals
WHEREAS,
Company is authorized by Vietnam Internet Network Information Center (VNNIC)
to
manage the domain names and act as registrar in the .VN country code top-level
domain, effecting registrations in part through a network of Resellers
(companies who act as commission based agents in providing domain name
registration services on its behalf);
WHEREAS,
Company desires to expand its network of Resellers and to outsource related
management and customer service functions;
WHEREAS,
Contractor desires to be engaged by Company to recruit Resellers and provide
customer service subject to the conditions set forth herein;
NOW,
THEREFORE, in consideration for those services Contractor agrees to provide
to
the Company, the Parties agree as follows:
Agreement
1. Services
of Contractor.
Contractor
agrees to perform the following services, which shall include, but are not
limited to:
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Researching
and locating potential resellers to add to Company’s
network;
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·
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Making
the appropriate presentations and performing due diligence on those
candidates;
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·
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Signing
acceptable candidates to Company’s standard Reseller
Agreements;
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·
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Ensuring
Reseller compliance with the policies and rules set out by Company
and
VNNIC and upon the terms and conditions for registration of a domain
name
as per the policies set out of VNNIC’s website at xxx.xxxxx.xxx.xx;
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1
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·
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Managing
the Resellers recruited by
Contractor;
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·
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Providing
customer service to the Resellers added to Company’s network for the
Initial Term and any extensions thereto;
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Performing
such other related services as are reasonably requested by Company.
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2. Compensation.
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a.
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Company
agrees to pay Contractor the sum of $5,000.00 USD per month for its
services under this Agreement, plus the further sum of $2,000.00
USD per
month for advertising expense, payable on a yearly basis commencing
on the
first anniversary of this Agreement.
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b.
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Contractor
shall be responsible for paying its own expenses incurred by the
Contractor in the performance of the Services, without exception
or
limitation.
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3. Non-Exclusivity.
The
services to be provided under this Agreement are to be provided on a
non-exclusive basis. Nothing shall be construed to limit Company’s right to
enter into similar agreements with third parties.
4. Confidentiality.
Each
party agrees that during the course of this Agreement, information that is
confidential or of a proprietary nature may be disclosed to the other party,
including, but not limited to, product and business plans, software, technical
processes and formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage rates,
advertising relationships, projections, and marketing data (“Confidential
Information”).
Confidential Information shall not include information that the receiving party
can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes
part of the public domain through a source other than the receiving party,
(b)
was known to the receiving party as of the time of its disclosure, (c) is
independently developed by the receiving party, or (d) is subsequently learned
from a third party not under a confidentiality obligation to the providing
party. Confidential Information need not be marked as confidential at the time
of disclosure to receive “Confidential Information” protection as required
herein, rather all information disclosed that, given the nature of the
information or the circumstances surrounding its disclosure reasonably should
be
considered as confidential, shall receive “Confidential Information” protection.
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5. Indemnification.
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a.
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Company.
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The
Company agrees to indemnify, defend, and shall hold harmless Contractor and/or
its agents, and to defend any action brought against said parties with respect
to any claim, demand, cause of action, debt or liability to the extent that
such
action is based upon a claim that: (i) is true, (ii) would constitute a breach
of any of Company's representations, warranties, or agreements hereunder, or
(iii) arises out of the negligence or willful misconduct of
Company.
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b.
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Contractor.
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The
Contractor agrees to indemnify, defend, and shall hold harmless Company, its
directors, employees and agents, and defend any action brought against same
with
respect to any claim, demand, cause of action, debt or liability, including
reasonable attorneys' fees, to the extent that such an action arises out of
the
negligence or willful misconduct of Contractor.
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c.
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Notice.
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In
claiming any indemnification hereunder, the indemnified party shall promptly
provide the indemnifying party with written notice of any claim, which the
indemnified party believes falls within the scope of the foregoing paragraphs.
The indemnified party may, at its expense, assist in the defense if it so
chooses, provided that the indemnifying party shall control such defense, and
all negotiations relative to the settlement of any such claim. Any settlement
intended to bind the indemnified party shall not be final without the
indemnified party's written consent, which shall not be unreasonably
withheld.
6. Termination
and Renewal.
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a.
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Term.
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The
term
of this Agreement shall be two (2) years (the “Initial
Term”)
beginning on March 01, 2008 and ending on March 01, 2010, and shall
automatically renew at the end of the Term for an additional two years unless
sooner terminated as provided in Section 6(b).
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b.
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Termination.
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Either
party may terminate this Agreement on ten (10) calendar days written notice
prior to the expiration of the Initial Term, or if prior to such action, the
other party materially breaches any of its obligations under this Agreement.
Except as may be otherwise provided in this Agreement, such breach by either
party will result in the other party being responsible to reimburse the
non-defaulting party for all costs incurred directly as a result of the breach
of this Agreement, and shall be subject to such damages as may be allowed by
law.
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c.
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Termination
and Payment.
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Upon
any
termination or expiration of this Agreement, Company shall pay all unpaid and
outstanding fees through the effective date of termination or expiration of
this
Agreement. And upon such termination, Contractor shall provide and deliver
to
Company any confidential materials and any and all outstanding services due
through the effective date of this Agreement.
7. Miscellaneous.
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a.
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Rights
Cumulative; Waivers.
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The
rights of each of the parties under this Agreement are cumulative. The rights
of
each of the parties hereunder shall not be capable of being waived or varied
other than by an express waiver or variation in writing. Any failure to exercise
or any delay in exercising any of such rights shall not operate as a waiver
or
variation of that or any other such right. Any defective or partial exercise
of
any of such rights shall not preclude any other or further exercise of that
or
any other such right. No act or course of conduct or negotiation on the part
of
any party shall in any way preclude such party from exercising any such right
or
constitute a suspension or any variation of any such right.
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b.
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Benefit;
Successors Bound.
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This
Agreement and the terms, covenants, conditions, provisions, obligations,
undertakings, rights, and benefits hereof, shall be binding upon, and shall
inure to the benefit of, the undersigned parties and their heirs, executors,
administrators, representatives, successors, and permitted assigns.
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c.
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Entire
Agreement.
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This
Agreement contains the entire agreement between the parties with respect to
the
subject matter hereof. There are no promises, agreements, conditions,
undertakings, understandings, warranties, covenants or representations, oral
or
written, express or implied, between them with respect to this Agreement or
the
matters described in this Agreement, except as set forth in this Agreement.
Any
such negotiations, promises, or understandings shall not be used to interpret
or
constitute this Agreement. This Agreement may be amended only by an instrument
in writing executed by the Parties.
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d.
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Assignment.
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Contractor
shall not assigned this Agreement, in whole or in part, without the written
consent of Company, and any purported assignment in violation hereof shall
be
void.
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e.
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Severability.
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Each
part
of this Agreement is intended to be severable. In the event that any provision
of this Agreement is found by any court or other authority of competent
jurisdiction to be illegal or unenforceable, such provision shall be severed
or
modified to the extent necessary to render it enforceable and as so severed
or
modified, this Agreement shall continue in full force and effect.
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f.
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Section
Headings.
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The
Section headings in this Agreement are for reference purposes only and shall
not
affect in any way the meaning or interpretation of this Agreement.
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g.
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Construction.
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Unless
the context otherwise requires, when used herein, the singular shall be deemed
to include the plural, the plural shall be deemed to include each of the
singular, and pronouns of one or no gender shall be deemed to include the
equivalent pronoun of the other or no gender.
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h.
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Further
Assurances.
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In
addition to the instruments and documents to be made, executed and delivered
pursuant to this Agreement, the parties hereto agree to make, execute and
deliver or cause to be made, executed and delivered, to the requesting party
such other instruments and to take such other actions as the requesting party
may reasonably require to carry out the terms of this Agreement and the
transactions contemplated hereby.
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i.
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Notices.
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Any
notice which is required or desired under this Agreement shall be given in
writing and may be sent by personal delivery or by mail (either a. United States
mail, postage prepaid, or b. Federal Express or similar generally recognized
overnight carrier), addressed as follows (subject to the right to designate
a
different address by notice similarly given):
If
to
Company:
Attn:
Xxx
Xxxxxxx, Director
0000
Xxxxxx Xxx., Xxxxx 000
Xxx
Xxxxx, XX 00000
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If
to Contractor:
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Công
ty
TNHH Xxxxxx xxx Thông Tin VN
Attn:
Xxxx Xx, Manager
000
Xxxx
Xxxx Xxx Xx.
Xxxxxxxx
0
Xx
Xxx
Xxxx Xxxx, Xxxxxxx
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j.
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Disputes.
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Any
controversy or claim arising out of or relating to this agreement shall be
governed by the laws of the State of California, without giving effect to
principles of conflicts of law, and Contractor hereby waives, to the maximum
extent permitted by law, any objection, including any objection based on
forum
non coveniens,
to the
bringing of any such proceeding in such jurisdiction. All disputes shall be
settled by binding arbitration in San Diego County under the Commercial
Arbitration Rules of the American Arbitration Association. Judgment upon the
award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.
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k.
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Consents.
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The
person signing this Agreement on behalf of each party hereby represents and
warrants that he has the necessary power, consent and authority to execute
and
deliver this Agreement on behalf of such party.
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l.
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Tax
Consequences.
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Contractor
shall render all services hereunder as an independent contractor. Each Party
shall be liable for all tax consequences flowing from this agreement.
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m.
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Voluntary
and Binding Agreement.
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The
parties promise they have each carefully read this Agreement and know its
contents, and that they signed this Agreement freely and voluntarily, and that
this Agreement is binding. The Recitals to this Agreement shall be deemed
conclusive under Evidence Code §622.
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n.
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Execution
in Counterparts.
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This
Agreement may be executed via facsimile and in any number of counterparts,
each
of which shall be deemed an original and all of which together shall constitute
one and the same agreement.
6
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed and
have
agreed to and accepted the terms herein on the date written above.
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COMPANY:
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/s/ Xxx Xxxxxxx
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By:
Xxx Xxxxxxx
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Its:
President
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CONTRACTOR:
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Công
ty TNHH Xxxxxx xxx Thông Tin VN
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/s/ Xxxx Xx
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By:
Xxxx Xx
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Its:
Manager
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