RESELLERS LEGAL AGREEMENT
Dated this 12th day of November, 2004
BETWEEN Narrowstep Ltd whose registered offices are at 0 Xxxxxxxxxx Xxxx Xxxxxx,
Xxxxxx X0 ("Narrowstep")
AND
Twelve Stars Communications Ltd. ("the Introducer")
whose registered offices are at
Xxxxxxx Xxxxx, 00/00 Xxxxxxx Xxxxxx, Xxxxxx, X0X 0XX
WHEREAS
Narrowstep wishes to work with the Introducer to distribute its products and
services.
IT IS HEREBY AGREED AS FOLLOWS:
Work
Narrowstep has no obligation to perform or accept any work introduced by the
Introducer.
For the sake of clarity, this does not apply once a party has accepted work
introduced by the other party and the scope and terms for a specific assignment
have been agreed.
Narrowstep will undertake the work to the best of its ability and using current
industry best practice. However, Narrowstep cannot be responsible for factors
outside its direct control and therefore the quality or standard of the work.
Fees
An introductory fee will be paid to the Introducer in respect of introductions
based on the terms set out in Schedule 1. This shall be payable on net revenue
from an initial order from a customer who is introduced and for which an order
is received within 12 months of the initial introduction.
Net revenue means the gross revenue received from a customer in respect of an
initial order after deducting all third party costs incurred directly
attributable to fulfilling that initial order.
For the sake of clarity, net revenue does not include amounts invoiced to
customers which are unpaid.
Payment will be due to the Introducer upon receipt of payment from the customer
and will be paid according to the Payment Period detailed in Schedule 1.
Intellectual property rights
For the sake of clarity, the ownership of and sole right to the copyright,
design or other intellectual property or other right of any work encoded or
streamed by Narrowstep shall be cleared absolutely by the Client. Assurance on
clearance of such rights shall be the implicit responsibility of the Introducer.
Narrowstep waives all rights and responsibilities in respect of the work
provided for encoding and streaming.
The Client and Introducer undertake to indemnify Narrowstep against any claims
resulting from the encoding or streaming of works for which rights have not been
cleared, or where the respective residuals and payments have not been made.
Confidentiality
Each party is aware that during this Agreement they may have access to and be
entrusted with confidential information of the other party.
Neither party shall during or after this Agreement divulge to any person
whomsoever or otherwise make use of (and shall use his best endeavours to
prevent the publication or disclosure of) any confidential information of the
other party.
Confidential information means information in respect of the business and
financing of each party including those relating to its customers, prospects,
suppliers, agents, distributors, employees or shareholders.
Confidential information shall not include any information that
is already in the possession of the other party without any obligation of
confidence;
is independently developed by the other party;
becomes available to the general public without breach of this Agreement;
is rightfully received by the other party from a third party without obligation
of confidence; or
is released for disclosure by the other party.
This provision shall survive the expiration or termination of this Agreement.
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Termination
This Agreement may be terminated by either party at any time without cause upon
giving written notice to the other party.
Neither party's entitlement to receive a fee shall be affected by termination of
this arrangement provided that the Agreement is not terminated due to any
material breach of this Agreement by the other party.
No partnership
Nothing in this Agreement shall constitute or be deemed to constitute a
partnership between the parties and nor shall either party be an agent of the
other.
Non-competition
Each party covenants with the other party that during the term of this Agreement
and, after termination for whatever reason, for the period of three (3) months
after ceasing to be entitled to receive fees under this Agreement they will not
at any time without the prior written consent of the other party be engaged
either alone or jointly with or as manager, agent, consultant or contractor of
any person or firm directly or indirectly carry on or be engaged in any business
which shall be in competition with the business introduced or offered to be
introduced by the other party under this Agreement provided the party was not
already engaged in or introduced to that business at or prior to the time the
business was offered or introduced by the other party.
This provision shall survive the expiration or termination of this Agreement.
Entire Agreement
The parties agree that this Agreement contains the entire agreement of the
parties and supersede all prior agreements, understandings or arrangements
between them and further each party acknowledges that it has not entered into
this Agreement on the basis of and does not rely and has not relied upon any
statement or representation (whether negligently made or innocently made) or
warranty or other provision (whether oral, written, express or implied) except
those expressly repeated or referred to in this Agreement.
Third Party Right
Unless expressly provided in this Agreement, no term of this Agreement is
enforceable pursuant to the Contracts (Rights of Third Parties) Xxx 0000 by any
person who is not a party to it.
Notices
Any notice to a party under this Agreement shall be in writing signed by or on
behalf of the party giving it and shall, unless delivered to the party
personally, be left at, or sent by prepaid first
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class post or facsimile to the address of the party as set out on page 1 of this
Agreement or as otherwise notified in writing from time to time.
Notices shall be deemed to have been served:
if delivered personally at the time of delivery;
if posted to UK address 48 hours after posting and if posted to any other
address 96 hours after posting;
if served by facsimile during normal business hours of the recipient than 2
hours after transmission, and at the opening of the next normal business day if
not sent during such normal business hours.
Severability
To the extent that any provisions of this Agreement is found by any court or
competent authority to be invalid, unlawful or unenforceable in any
jurisdiction, that provision shall be deemed not to be a part of this Agreement,
it shall not affect the enforceability of the remainder of this Agreement nor
shall it affect the validity, lawfulness or enforceability of that provision in
any other jurisdiction.
Variations
This Agreement may only be varied in writing signed by authorized signatories on
behalf of each of the parties.
Assignment
The Introducer may not assign its rights under this Agreement to any other party
without the prior written consent of Narrowstep (such consent not to be
unreasonably withheld). Narrowstep may assign its rights and novate its
obligations under the Licence and the User agrees to enter into any such
novation agreement as may be required to give effect to the provisions of this
Clause.
Publicity
The Introducer agrees that Narrowstep may publicise the fact that the Introducer
or its customers is a client of Narrowstep. Any other promotional material,
press release or use of the Introducer or the Customer's name, trade marks or
logos by Narrowstep for publicity will be subject to the Introducer's prior
written consent (such consent not to be unreasonably withheld)
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Law and Jurisdiction
This Licence shall be governed in all respects by the law of England and any
dispute arising out of, or in connection with, this Licence shall be subject to
the exclusive jurisdiction of the English courts.
I hereby declare that I am authorised to enter into this contract and do so
without duress.
Signed on behalf or Narrowstep:
Name:
/s/ Xxxxx Xxxxxx
Position:
Signed on behalf of Twelve Stars Communications Ltd.
Name: /s/ Xxxxxxxx Xx Xxxxxx
Position: CEO
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SCHEDULE 1
TERMS
30% commission for introduced business
TERRITORIES
Europe
Rest of the world at Narrowstep's discretion
PAYMENT PERIOD
Quarterly after receipt of client payments
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