EXHIBIT 10.23
Master Distributor Agreement
This AGREEMENT is signed between PVI and Master Distributor as designated below:
PVI: Preferred Voice, Inc.
Suite #570
0000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxx x XXX 00000-0000
Phone: 000-000-0000 Fax 000-000-0000
MASTER DISTRIBUTOR: NOMIS COMMUNICATIONS, INC.
000 XXXXX XXXXXXXXXX
XXXXXXXXXXX, XX 00000
(0) 000-000-0000 (F ) 956 -541-6371
THIS MASTER DISTRIBUTOR AGREEMENT (hereinafter the "Agreement"), is made and
entered into as of the 30TH day of December, 1998 by and between PVI, a
corporation organized and existing under the laws of the State of Delaware
authorized to do business in Texas, and Master Distributor, a corporation
organized and existing under the laws of the State of Texas.
BACKGROUND
PVI is in the business of providing certain voice recognition products and
services having multiple applications in the telecommunication industry
(collectively referred to hereinafter, as the "Services").
Master Distributor is a member of an affiliated group of companies based in
Texas which, through a network of agents and distributors, provide various
telecommunication related services including Personal Communication Services
(PCS), Telephone Answering Services (TAS), long distance, voice mail and paging
services. In order to increase its sales of the Services, PVI is establishing a
national distribution network through the creation of multiple distributorships
(the "Distributorships"). The Master Distributor desires to establish a
Distributorship and PVI has agreed to grant the Distributor the distribution
rights set forth herein. Accordingly in consideration of the mutual covenants
and agreements set forth below, PVI and Master Distributor agree as follows:
OPERATIVE PROVISIONS
1 DEFINITIONS: (as used in this Agreement)
1.1 Master Distributor means the company as noted herein that has
purchased the right to market PVI products and Services within
but not limited to certain Market Areas as shall be further
defined in the territory referred to in Exhibit I A and Exhibit
1 B hereinafter this area shall be defined for further
references as the Market Area throughout this Agreement.
1.2 Distributor means a legally established corporation, entity, or
individual qualified to sell and/or distribute PVI's Services
under Master Distributor.
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1.3 Dealer means a legally established corporation, entity, or
individual qualified to sell and/or distribute PVI's Services
under Master Distributor Agreement.
1.4 Agent means a legally established corporation, entity, or
individual retained by the Master Distributor, a Distributor, or
Dealer to sell PVI's Services directly to End-Users.
1.5 End-Users means customers using and paying for PVI's Services.
1.6 Xxxx(s) means any trademark, service xxxx, trade dress of trade
name which PVI may designate, use, or adopt from time to time to
identify its Services.
1.7 Services means any telecommunication service(s) or equipment
offered by PVI.
1.8 Proprietary Information means any information, written or oral,
including, without limitation, any technical and/or design
information on the Services, and any information relating to the
present or future business operations, financial condition,
plans, sales, marketing and promotional efforts, customers and
price lists of PVI and its subsidiaries and affiliates
disclosing such information, and all other information of any
kind which may reasonably be deemed confidential or proprietary,
including, without limitation, this Agreement and its terms.
1.9 National Account/Affinity Group will mean but not be limited to,
certain national, regional groups/companies that operate in
areas with multiple locations. For example, PVI currently
provides Services for members of the National Association of the
Self Employed (NASE).
2 APPOINTMENT & DUTIES OF MASTER DISTRIBUTOR
2.1 Subject to the provisions of Section 2.2 hereof, PVI hereby
appoints Master Distributor, and Master Distributor hereby
accepts appointment, as PVI's sole Master Distributorship in the
area defined on Exhibit I A and Exhibit I B of this agreement.
2.2 Master Distributor shall market and sell the Services within the
assigned Market Area(s) at the prices set forth in Exhibit 2
attached hereto. The Master Distributor shall have the right to
market PVI Services outside the defined Market Area within the
continental United States. PVI may change the prices for its
Services at any time due to business conditions and or
regulatory changes. PVI will not offer pricing lower than the
pricing defined herein to other Master Distributors without
making that same pricing structure available to the Master
Distributor. It is understood by the Master Distributor that
national accounts/affinity groups may require other rate plans
and PVI will not be required to offer those rate plans to the
Master Distributor. It is expressly understood that the Master
Distributor may market to national account/affinity groups and
in those cases, when necessary, PVI will provide marketing
support to the Master Distributor that may include special
pricing. Any special pricing offered will be approved by PVI and
at PVI's sole descretion and the Master Distributor will be
eligible to earn Commissions as further defined herein. As
stated, Exhibit I A and Exhibit I B define the Master
Distributor's Market Area. PVI will not assign any other Master
Distributor in the same Market Area.
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2.3 Master Distributor shall be paid Commissions in accordance with
the Commission schedule set forth in Exhibit 3 attached hereto.
Commissions shall be paid by the 15th day of each month based
upon collections during the prior month. The Commission rates
may not be changed without Master Distributor's prior written
consent, except as certain Commission rates may be increased
from time to time by PVI as part of a sales promotion or
incentive which may be temporary in nature. Prior to Master
Distributor's sale of any additional Services on behalf of PVI,
Master Distributor and PVI shall mutually agree upon a
Commission schedule particular to that Service, which schedule
shall be added as an Exhibit to this Agreement. Commissions will
be paid on accounts sold outside the Master Distributor Market
Area. The Commission rate will be the standard PVI Commissions
defined herein less any Master Distributor over-rides outside of
the Market Area. Should the Master Distributor enter into a
contract with a national account/affinity group at the PVI
retail rates defined herein, the Master Distributor will be
awarded Commissions, as defined herein, on all revenues billed
and collected (by terms defined herein). Should the national
account/affinity group Agreement for PVI Services through the
Master Distributor at retail rates that are not defined in this
Agreement, PVI and the Master Distributor will agree to a
Commission schedule for the specific account and define the
Commission on an Exhibit to be attached to this Agreement.
2.4 Master Distributor may not enter into any joint venture, the
establishment with a new corporation, or acquire any interest in
a company (or entity) which competes with the business of PVI
through the manufacture and/or sale of Services which are
substantially equivalent to, or competitive with, PVI's
Services. In the event that PVI begins selling its Services
within the Market Area as defined herein , by any means other
than through Master Distributor, the restrictions placed on
Master Distributor in this Section 2.4 shall terminate; provided
that, for a period of one year after PVI commences such other
sales, Master Distributor shall not solicit for a competitive
service any PVI End-User acquired by Master Distributor during
the term of this Agreement.
2.5 The Master Distributor will pay a fee to secure the Master
Distributorship within the Market Area for PVI's Services as
defined in Exhibit 1 A and Exhibit 1 B. The Market Area is NOT
TO BE CONSIDERED AN EXCLUSIVE MARKETING AREA; however, this
Master Distributor agreement has certain compensation provisions
defined in Exhibit 3, that compensate the Master Distributor for
any sales activity within the Master Distributor Market Area
that is not directly related to its own marketing efforts and
not directly related to any national account/affinity marketing
by PVI (PVI WILL NOT BE RESPONSIBLE FOR PAYING COMMISSIONS TO
THE MASTER DISTRIBUTOR ON DIRECT NATIONAL ACCOUNTS THAT PVI
ORIGINATES INCLUDING BUT NOT LIMITED TO AFFINITY GROUPS).
3 RIGHTS AND OBLIGATIONS OF MASTER DISTRIBUTOR
3.1 Master Distributor may market and sell the Services directly or
through any number of Distributors, Dealers, or Agents. PVI
shall not be a Party to any arrangements between Master
Distributor and its Distributors, Dealers, or Agents, nor will
PVI in any manner be bound, or have any legal obligation in
respect thereof. Master Distributor further agrees that it is
not, nor shall it represent itself to be a PVI employee or
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officer of PVI, nor shall it assume or create any obligations or
responsibility on behalf of PVI, unless otherwise agreed upon, in
writing, by PVI. Also, it will be the Master Distributor's
responsibility to design Agent's and Dealers Commission plans as
it relates to the Master Distributors business and the Master
Distributor will have the sole right to adjust those plans as
required or as necessary.
3.2 Master Distributor shall use its best efforts to identify and
contract with Distributors, Dealers, and Agents, as appropriate,
and shall assist them in creating a market for, promoting, and
maintaining a demand for PVI's Services, as well as, establishing
an efficient network within the Market Area in order to obtain
maximum sales of PVI's Services. Master Distributor shall be
solely responsible for training and compensating all its
Distributors, Dealers, and Agents.
3.3 Master Distributor shall advertise PVI's Services in the Market
Area and participate in such trade shows and other venues which
will stimulate sales. Master Distributor shall, in its sole
discretion, determine the amount of any such advertising and
shall be solely responsible for the resultant costs and expenses
incurred. PVI may, at its sole discretion, provide advertising at
no expense to Master Distributor, as it deems necessary. These
activities shall be considered in any determination of the
inactivity clause herein; however, any inactivity determination
will remain and always be at PVI's sole discretion.
3.4 Master Distributor shall send copies of all advertising and sales
promotion material and literature relating to the Services to PVI
for review and approval prior to distribution which approval
shall not be unreasonably withheld.
3.5 In all advertising, trade shows, conventions, and other
promotions, as well as in all sales and technical literature, the
name of PVI and the Trade Marks shall be evidenced and respected.
Master Distributor shall use the Trade Marks in their original
form, unless otherwise approved in advance, in writing by PVI.
3.6 Master Distributor shall at all times maintain an inventory of
collateral support materials, for promotion, advertising,
signage, point-of-sale, record keeping, subscriptions, and other
items related to sales of the Services. PVI will make available
marketing materials as such materials are available. Any such
materials provided by PVI to Master Distributor shall be provided
free of charge unless otherwise agreed by Master Distributor.
3.7 Master Distributor shall forward any money collected for PVI as
it relates to the PVI Services sold to an End User contracting
for PVI Services as it relates to this Agreement, on a weekly
basis.
3.8 PVI will require that all potential Distributor, Dealers, and or
Agents that contact PVI directly shall first be directed to work
with the Master Distributor for information of Services within
the Market Area. It is understood by both parties that in some
cases it may be necessary for PVI to work directly with certain
national account prospects or affinity groups within the Master
Distributor's Area and that due to the specific agreements PVI
will not be liable for any over-rides or Commissions in any way.
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The national account or affinity groups that PVI may market to
will be defined and identified by PVI and will be at the sole
discretion of PVI.
3.9 Should PVI be acquired or merge with another company or change
ownership in any way, this Master Distributor Agreement shall
remain in full force as long as the Master Distributor is in
compliance with the terms of this Agreement. PVI will include
such language in any acquisition or merger agreement.
4 PROPRIETARY RIGHTS INDEMNITY
4.1 If timely and promptly notified of any action (and all claims
relating to such action) brought against Master Distributor,
based upon a claim that the Service(s) or the use thereof
infringes a United States patent, Trade Xxxx, Service Xxxx, or
copyright ("Infringement Claim"), PVI shall defend and hold
harmless the Mater Distributor against such action at its expense
and pay the costs and damages awarded in any such action,
provided that PVI shall have sole control of the defense of any
such action and all negotiations for its settlement or
compromise. At any time during the course of any Infringement
Claim, or in PVI's opinion, the Services are likely to become the
subject of an Infringement Claim, PVI will, at its option and its
sole expense, either procure the right to continue using the
Service(s), or replace or modify the same so that such Service(s)
becomes non-infringing. PVI will not have any liability to Master
Distributor for an Infringement Claim, if such claim results from
Master Distributor's modification of the Services in any manner.
4.2 The foregoing states the entire liability of PVI with respect to
an Infringement Claim. No costs or expenses will be incurred by
the Master Distributor in defense of any such claim. Not
withstanding the provisions of section 4.2 PVI shall be liable to
the Master Distributor for the Market Area fee paid pursuant to
this Agreement in the event that infringement claim results in
PVI's inability to provide the Service in the Market Area as
contemplated by this Agreement.
4.3 The purchase of the Services contemplated by this Agreement may
result in an implied license to the End-User to use the Services
patented by PVI. No license to make, sell, or use the Services
shall be created other than that explicitly set forth in PVI's
Service forms with the End-Users.
5 RIGHTS, SERVICES, AND OBLIGATIONS OF PVI
5.1 PVI reserves the right to modify the characteristics of its
Services. The Master Distributor shall be advised by PVI of any
significant changes in Service(s) specifications. If these
changes are not acceptable to the End-User, PVI shall then deal
with the Master Distributors down line subscribers to the
Services and take all reasonable action to satisfy said End-User.
5.2 PVI shall provide the Master Distributor with all necessary
documents and system documentation, required to market and sell
the Services, which shall remain the property of PVI. Such
documents and documentation may be in written form or transmitted
by tape, diskettes, e-mail, or other software media, as
determined by PVI.
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5.3 PVI shall provide the Master Distributor with all pertinent
technical and sales information and collateral support materials
referenced in Section 3.7 above, PVI shall inform the Master
Distributor on a regular basis about the development of new
Services and applications, trends, and competition in the
market.PVI shall provide financial assistance in implementing
new changes in the form advertising and promotions.
5.4 PVI shall provide the Master Distributor with the training free
of charge and within reasonable limits. Persons eligible for
training are Master Distributor's sales personnel. The Master
Distributor shall be responsible for all travel, lodging, and
all other out-of-pocket expenses related with the training of
its personnel.
5.5 PVI shall not assign more than one Master Distributor in Market
Area defined on Exhibit I A and Exhibit I B.
5.6 PV1 shall:
(a) Develop and produce original copy (i.e. layout, verbiage,
plates, negatives, dies, and/or other setup materials) of
all necessary advertising and collateral support materials
for marketing the Services;
(b) Provide and maintain all equipment (hardware, software,
and co-location facilities) reasonably necessary to
support the PVI Services marketed and sold by the Master
Distributor;
(c) Provide and maintain the connectivity necessary to
provision the PVI Services marketed and sold by the Master
Distributor;
(d) Perform all fulfillment of the PVI Services marketed and
sold by the Master Distributor.
(e) Pay all Master Distributor Commissions outlined herein, on
a timely monthly basis as defined in section 2.3 of this
Agreement.
(f) PVI will in its best efforts at all times maintain the
network and equipment to provide the Services defined
herein.
6 LIMITATION OF LIABILITIES
PVI makes no warranties, expressed or implied, to the Master
Distributor with respect to the Services. The Master Distributor agrees
that PVI shall not be liable for any special, incidental, indirect, or
consequential damages, or for the loss of profit, revenue or Services
even if PVI shall have been advised of the possibility of such
potential loss or damage. The Service is an elective Service by the
customer not a primary means of Service such as: dedicated service
(T-l's) or local dial tone.
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7 DURATION AND TERNIINATION OF THE AGREEMENT
7.1 This Agreement shall be effective for an initial term commencing
on the date of this Agreement (i.e. date of execution by both
Parties) and ending three (3) calendar years thereafter. If not
terminated by notice by either Party at least sixty (60) days
prior to the end of the initial tenn hereof or any renewal term,
the Agreement will be automatically renewed for an unlimited
number of successive one (1) year periods.
7.2 Either Party may, without incurring any liability to the other
Party, unilaterally and with immediate effect, terminate this
Agreement at any time by a written notice sent to the other
Party in the event that:
(a) The other Party fails, for any reason(s) whatsoever, to
perform any of its obligations under this Agreement and
fails to remedy such default within thirty (30) days after
the receipt of written notice of default and request for
cure which notice shall be sent certified mail return
receipt requested; or
(b) The other Party becomes insolvent, files or is subject
to the filing of judicial process under any law relating to
bankruptcy or insolvency, consents to a receivership, adopts
an arrangement with creditors, is dissolved, enters into
liquidation, or ceases doing business: or
(c) The Master Distributor uses the name of PVI, or any form
thereof, as a corporate name for doing business, or trade
name, or otherwise, without the prior written consent of
PVI: or
(d) PVI will monitor all Master Distributor marketing. It is
understood by the Master Distributor that a requirement to
maintain the Master Distributorship is consistent marketing
efforts, to be defined as but not limited to: consistently
adding new Agents & Dealers, the addition of new customers
at a reasonable rate expected by Master Distributors. Any
inactivity, AS DEEMED AT THE SOLE DISCRETION OF PVI, will be
grounds for termination of this Master Distributor
Agreement. Should this termination for inactivity right be
exercised by PVI, the Master Distributor will have the
option of converting to a standard and approved Dealer and
or Agent Agreement. Also, all customers submitted to PVI
directly or through Agents/Dealers and subsequent End-Users,
the Commissions due will be paid as defined herein for the
length of this agreement. However, any Commissions paid on
new business submitted will be paid as defined within the
new Agent/Dealer Agreement executed by both parties. A
reasonable start-up time will be extended and as long as
Dealers, Agents and End-users are being added to sell and
purchase PVI Service(s), it will constitute activity.
8 EFFECT OF TERMINATION
8.1 Upon expiration or termination of this Agreement, the Master
Distributor shall immediately (i) remove from its premises all
signs advertising the Services or which use the Marks,(ii) cease
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to engage in advertising or promotional activities concerning
PVI's Services and use of its Marks, (iii) cease to represent in
any manner that the Master Distributor has been designated by PVI
as such, and (iv) deliver to PVI at the Master Distributor's
expense, all price lists, sales manuals, service manuals, and any
other documents concerning PVI's Services which are in the Master
Distributor's possession.
8.2 Master Distributor shall, with the mutually agreed termination of
this Agreement, have the right to claim reimbursement, or
compensation for Distributors, Dealers and Agents but shall not
have the right for compensation for alleged loss of goodwill,
loss of profits on anticipated sales, or the like, or have any
other liability for losses or damages resulting from the
termination this Agreement
9 PROTECTION OF PROPRIETARY INFORMATION
9.1 The Master Distributor agrees to maintain in confidence and not
to copy, reproduce, distribute, or disclose to any third party,
without the prior written approval of PVI, any Proprietary
Inforination.
9.2 All sales of the Services (inclusive of license of the Licensed
Software) to Dealers and Agents are of the material and tangible
Services only. These sales, however, do not include the sale of
Services design (and source and/ or object codes pertaining to
the Licensed Software) which are Proprietary to PVI. To the
extent any such Proprietary Information is made available to the
Master Distributor, it is done on a confidential basis. The
Master Distributor will neither disclose circuitry design details
nor principles, nor software codes (of any kind related), nor
copy them for purposes of manufacture, nor attempt to
reverse-engineer (de-compile) or otherwise alter the Services for
any purpose whatsoever.
9.3 With respect to the Proprietary Information relating to the
Master Distributor's business which is made available to PVI by
the Master Distributor to allow PVI to perform its obligations
under this Agreement, PVI will instruct its personnel to keep
such information confidential by using the same care and
discretion that PVI uses with data which PVI designates as
Proprietary Information. However, PVI shall not be required to
keep confidential any data which is or becomes publicly
available, is already in PVI's possession, is independently
developed by PVI outside the scope of this Agreement, or is
legally obtained form third parties. In addition, PVI shall not
be required to keep confidential and may use for PVI's benefit
any ideas, concepts, know-how, or techniques relating to PVI's
Services submitted to PVI or developed during the term of this
Agreement by PVI personnel or jointly by PVI and the Master
Distributor's personnel, unless otherwise mutually agreed to by
PVI and master Distributor.
9.4 The obligations of the Parties under this Section 9 shall survive
the expiration or termination of this Agreement, for whatever
reason, and shall be binding upon the Parties, their successors
and/or assigns.
9.5 The Parties acknowledge that the obligations and promises under
this Section 9 are of a special, unique character which gives
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them particular value, and that a breach thereof could result in
irreparable and continuing damage for which there can be no
reasonable or adequate damages, remedy, or compensation in an
action of law. Each Party shall be entitled to injunctive relief,
a decree for specific performance, and/or other equitable relief
in the event of any breach, or threatened breach by the other of
its obligations or promises under this Section 9, in addition to
any other rights or remedies which it may possess (including
monetary damages, if appropriate).
10 GENERAL
10.1 This Agreement shall be interpreted and its effect shall be
determined in accordance with the laws of the State of Texas.
10.2 The Master Distributor consents to venue , and the jurisdiction
of the courts of Texas and agrees that any dispute arising under
this Agreement shall be resolved in such jurisdictions.
10.3 This Agreement cannot be assigned or sold to any third party or
any other entity, without first giving PVI first right of refusal
and/or without the prior written consent from PVI which shall not
be unreasonably withheld.
10.4 All notices and demands of any kind which either Party may
require or desire to serve upon the other shall be in writing and
shall be delivered either by personal service or by mail at the
address of the receiving Party set forth below (or at such
different addresses as may be designated by such party by written
notice to the other Party) or by facsimile. Such notice shall be
deemed received on the earlier of (i) the date when was actually
received or (ii) in the case of mailing, five (5) business days
after being deposited in the United States mail with sufficient
prepaid postage, registered, or certified mail with return
receipt requested and properly addressed, or (iii) if by
facsimile when the sending Party shall have received facsimile
confirmation that the message has been received by the receiving
Party's facsimile machine. If notice is sent by facsimile, a
confirmed copy of such facsimile shall be sent by mail to the
receiving party.
The address and facsimile numbers of the Parties, for purposes of the
Agreement are as follows:
PVI MASTER DISTRIBUTOR
Preferred Voice, Inc. Nomis Communications, Inc.
0000 Xxxxxxxxxx Xxx., Xxx. 000 705 North Expressway
Dallas, TX 75206-1002 Xxxxxxxxxxx, XX 00000
Facsimile: 000-000-0000 Facsimile: 956 -541-6371
Attention: X. Xxx Mille Attention: Xxxxx Xxxxxxxx
10.5 Any provision of the Agreement held to be invalid under
applicable law shall not render this Agreement invalid as a
whole, and in such event, such provision shall be interpreted so
as to best accomplish the intent of the Parties within the limits
of applicable law.
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10.6 A valid contract binding upon PVI and the Master Distributor
comes into being upon execution of this Agreement by duly
authorized representatives of PVI and the Master Distributor.
This Agreement contains the exclusive terms and conditions
between the Parties hereto with respect to the subject matter
hereof, and does not operate as an acceptance of any conflicting
or additional terms and provisions of the Master Distributor's
Agreements with Distributors, Dealers or Agents, which shall not
be deemed to alter the terms hereof. Amendments to this Agreement
may be effected only in writing, when signed by the Parties
hereto specifically stating it is intended to amend this
Agreement.
10.7 Costs of Enforcement:
If any action is commenced by either Party concerning this
Agreement, the Party which prevails in such action will be
entitled to a judgement against the other Party for the costs
of such arbitration or action, including court cost,
reasonable expenses of litigation, and reasonable attorneys'
fees.
10.8 The Master Distributor acknowledges that it is an independent
contractor.
IN WITNESS THEREOF, PVI and the Master Distributor hereby have duly executed,
signed, and initialed each page of this Master Distributor Agreement in
duplicate originals on the dates indicated herein.
Preferred Voice, Inc. Nomis Communications, Inc.
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxx Xxxxxxxx
--------------------------- -------------------------
By Xxxxxxx X Xxxxx, Vice-President By Xxxxx Xxxxxxxx,
Authorized Signature Master Distributor
Authorized Signature
Date: 12/31/98 Date: 12/30/98
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Exhibit I A
Market Area Fee: $25,000.00
Market Area 1:
Area Code(s): 713, 281, 409
1. All NXX's (exchanges are included and defined as NXX's as part of the Market
Area).
2. Should any of these area codes split and a new area code be created by the
local phone company, the new area code(s) and NXX(s) will become part of Market
Area and be added to this agreement at no additional costs and/or fee's.
3. The Master Distributor will pay $20,000.00 up front. The following schedule
will define the payment plan.
Payment 2:
The Balance due is $5,000.00 and will be paid by February 5, 1999.
For each up-front dollar (does not include any portion of the Master Distributor
fee financed by PVI or any Market Area other than what is defined on Exhibit I
A) paid by the Master Distributorship, PVI will issue one (1) PVI Warrant (PVI
Stock) to the Master Distributor in the name provided by the Master Distributor.
The value of the Warrant is $ 1. 00 (equal value) the Master Distributor may
sell the Warrant at any time during the period defined in the Warrant Agreement
forthcoming and according to the rules established by the Warrant Agreement.
This statement will be superceded by the Warrant/Stock Agreement executed by and
between both parties to be provided by PVI within 15 working days of the
execution of this Master Distributor Agreement. This offer may be replaced,
changed and/or terminated if this agreement and the Master Distributorship fee
is not executed and received by January 11, 1999. Any deposits for future Market
Areas are included and will be awarded dollar for dollar as defined above, one
Warrant for each dollar spent for the reservation of a Market Area. (See Exhibit
I A and Exhibit I B).
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Exhibit I B
Market Area Fee: $15,000.00* Deposit: $0.00
Xxxxxx Xxxx 0:
Area Code(s): 512, 210, 830, 956
1. All NXX's (exchanges are included and defined as NXX's as part of the defined
area).
2. Should any of these area codes split and a new area code be created by the
local phone company, the new area code(s) and NXX(s) will become part of the
Market Area and be added to this agreement at no additional costs and/or fee's.
3. The Master Distributor will pay $15,000.00 up front within sixty (60) days.
4. The Master Distributor is being given first right of refusal for this Market
Area: 512, 210, 830, 956. The fee will be due upon EMMA TR (see Services being
available in the 512 or 210 market Area.
*The San Xxxxxxx Xxxxxx Market Area fee is being discounted from $25,000 to the
price reflected above.
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Exhibit 2 Product 1
EMMA EMMA Telephone Receptionist
PRODUCT DESCRIPTION: EMMA TR is the world's first central office
"voice auto attendant".
PRODUCT APPLICATION: EMMA TR is a viable way for business' to
answer their phones professionally, 24 hours a day 7 days a week.
EMMA's predatory pricing and user friendly features are
revolutionary to a $2.3 billion market that has not had any
competition to date.
TARGET MARKET: All companies that require an attendant during
office hours and after hour answering services.
PRODUCT FEATURES & BENEFITS:
X Consistent professional X 24 hours 7 days a week
receptionist
X 50% less cost than X Local locate
competition
X Extended local calling X No CPE required
PRODUCT DISTRIBUTION: A franchise approach will be used for
product deployment. A "Master Distributor" will be secured in
each market area, the most likely candidates will be current TAS,
voice mail and paging providers with established customers within
the specific market area.
PRODUCT PRICING:
X $19.95 per answered line X Expanded local dialing - (varies)
X $4.95 local locate X $49.95 Set-up fee
X $4.95 Per personal X $0.12 Long distance dialing
directory
DISTRIBUTOR COMMISSIONS: Up-front and residual commissions can be
earned
COMPETITION: Telephone Answering Services, Paging Companies and
Voice Mail Companies.
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Exhibit 2 Product 2
EMMA Virtual Personal Assistant
SERVICE DESCRIPTION: VIP 800 VPA is a revolutionary service that addresses
four important areas for the average business person: time management,
connectivity, single number simplicity and low cost. It allows the business
user to never miss a call and allows them the ability to receive a call,
via the revolutionary ability to call forward a personal 800 toll free
number to any number, from any phone anywhere at anytime. It allows them to
screen out calls to voice mail that they wish not to take and utilize the
most advanced speaker independent voice recognition technology, to place
calls by speaking the name of the individual or business they wish to call
from their pre-programmed voice directory. Best of all it is reliable,
convenient, user friendly and the predatory pricing makes it affordable for
everyone.
SERVICE APPLICATION: VIP 800 VPA is specifically designed for the business
person that is on the move or dealing with multiple time zones. They can
receive calls from their cellular phone, office phone, home phone, hotel
phone, clients phone, friend's cellular phone and any phone they choose
etc. Basically the business person can receive a call anytime anywhere from
any phone. They also have the ability to screen calls to voice mail that
they do not want. They will also be able to put into storage their Palm
Pilots and address books with all of their contacts and phone numbers
loaded into their voice directory by PVI. They simply speak the name from
their directory and the call is completed. This service is the answer to
the four aforementioned challenges to the business person today: time
management, connectivity, single number simplicity and low cost. The
business person's customers and potential customers will only have one
number to remember, not 3 to 4 numbers for their contact person as they
have today.
TARGET MARKET: Local, regional, national and international business
travelers. Large corporations right down to the home based business and
individuals.
PRODUCT FEATURES & BENEFITS:
X Single number X Home base pricing
X Single number locate X Voice dialing directory
X Call screening X No numbers to remember
X Availability at all times X No manual dialing
X Ultimate customer service X Eliminates hard fraud
X Becomes LD calling card X Local access to voice directory
X Time Management X Connectivity
PRODUCT DISTRIBUTION: Affinity Groups, Telecom Resellers, Internet Service
Providers, Multi-Level Marketing Companies, Paging Companies, Executive
Suites, Shared Tenant Providers and TAS Companies.
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PRODUCT PRICING:
X $4.95 - 800 number reservation X $4.95 call screening
X $0.12 per/min - home base calls X $5.00 Local locate
X $0.22 per/min - outside home base X Expanded local dialing (varies)
X Add moves & changes ($.025) X $29.95 Set-up fee
DISTRIBUTOR COMMISSIONS: Up-front and residual commissions can be earned.
COMPETITION: Certain companies that offer locate type functions through
voice mail today such as, Wild Fire and various other non-voice touch tone
activated service. The problem the competition faces against the PVI EMMA
product line is they are not competitively priced (due to their equipment
architecture costs and software deficiencies) and they are not user
friendly, unlike EMMA.
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Exhibit 2 Product 3
EMMA FAMILY & FRIENDS
SERVICE DESCRIPTION: VIP 800 family & friends is a user friendly service that
gives family and friends the ability to dial the family toll free number and
access a common directory of names. The caller simply speaks the name of someone
in the directory and they will be connected to them. It's just that simple, no
numbers to look up or dial and the only authorized users are those family and
friends with the VIP 800 number.
SERVICE APPLICATION: Many families are scattered across the state and country.
This VIP 800 service allows you to always stay in touch, whether it is for
normal everyday communication or in the case of an emergency. Grandparents can
provide their grand-children with a number that they can reach them on, the
parents can provide the grand-parents a number that they can reach them anywhere
in the USA. PVI can provide nap-sack tags for the smaller children and even dog
tags can be ordered with the family 800 number on the tag. The convenient easy
to use speaker independent voice directory will be pre- programmed with all of
the participants numbers: office, home, cellular etc. This service also comes
with a locate feature so that if your children or other family members need you,
they can easily find you no matter where you are: work, cell phone, lake house ,
home, hotel, etc. This VIP 800 service can also be set-up with a "fraud free"
guarantee, which is great for kids in college. As with all VIP 800 services,
family & friends is priced for all budgets.
TARGET MARKET: Families and friends.
PRODUCT FEATURES & BENEFITS:
X Emergencies X Only one number to remember X Fraud control X Connectivity X
Everyday communication X Single number locate
PRODUCT DISTRIBUTION: Affinity Groups, Telecom Resellers, Internet Service
Providers, Multi-Level Marketing Companies, Paging Companies.
PRODUCT PRICING:
X $4.95 - 800 number reservation X $4.95 call screening X $0.12 per/min - home
base calls X Local locate no cost X $0.22 per/min - outside home base X Expanded
local dialing (varies) X Adds moves & changes ($.025) X $29.95 Set-up fee
DISTRIBUTOR COMMISSIONS: Up-front and residual commissions can be earned.
Competition: None that has been identified other than 800 numbers offered by the
long distance carriers that terminate at the home (one number) only.
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Exhibit 2 Product 4
EMMA Virtual Office
PRODUCT DESCRIPTION: EMMA Virtual Office creates an identity and a professional
answering service for companies that have offices in more than one location.
PRODUCT APPLICATION: XXXX X.0. is a product designed for companies and
consultants that are in different offices/locations. It could be different
offices in the same city or offices in a located different states. It gives the
company the appearance of one central office/location. EMMA answers the phone
professionally and connects the caller to their party or sends the call to their
current voice mail system.
TARGET MARKET: Business people that work from home, companies with offices in
more than one location and consultants that work on projects for consulting
firms. Realtors such as Re Max and others.
PRODUCT FEATURES & BENEFITS
X Consistent professional receptionist X 24 HOURS 7 DAYS A WEEK
X CALL SCREENING X SINGLE NUMBER LOCATE
X CALL FORWARDING TO REMOTE OFFICES X NO CPE REQUIRED
X TIME MANAGEMENT X CONNECTIVITY
PRODUCT DISTRIBUTION: A franchise approach will be used for product deployment.
A "Master Distributor" will be secured in each market area, the most likely
candidates will be current TAS, voice mail and paging providers with established
customers within the specific market area.
PRODUCT PRICING:
X $19.95 Monthly cost X $49.95 Set-up fee
X $4.95 Per one number locate X Expanded Local (varies)
X $4.95 Locate screening X $0.18 per minute dialing
X $.05 Per call cost (local)
DISTRIBUTOR COMMISSIONS: Up-front and residual commissions can be earned
COMPETITION: Wildfire and touch tone driven services.
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Exhibit 2 Product 5
EMMA International Direct
PRODUCT DESCRIPTION: EMMA I.D. will allow companies that would like to have a
presence in the United States with their own toll free 800 number. EMMA will
call forward the 800 number to an office(s) internationally.
PRODUCT APPLICATION: EMMA I.D. allows a company that is doing business in the
states to forward calls to an office located internationally for handling.
Currently companies that are located in other country cannot have an 800 number
that terminates into another country. This is the only 800 number that allows
voice call forwarding to single or multiple locations. In addition, when
companies that use this service have employees traveling in the states the 800
number becomes a calling card.
TARGET MARKET: International companies doing business in the United States that
do not have offices here or need to send calls to an international office for
handling.
PRODUCT FEATURES & BENEFITS
X Consistent professional receptionist X 24 hours 7 days a week
X Intelligent Call Forwarding X Smart calling card
X Single number dialing for customers X No CPE required
PRODUCT DISTRIBUTION: A franchise approach will be used for product deployment.
A "Master Distributor" will be secured in each market area, the most likely
candidates will be current TAS, voice mail and paging providers with established
customers within the specific market area. Affinity groups will also secure
business opportunities for this product.
PRODUCT PRICING:
X $9.95 per month X $99.95 Set-up fee
X Per minute charges based on country
DISTRIBUTOR COMMISSIONS: Up-front and residual commissions can be earned
COMPETITION: Wildfire and touch tone driven services.
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Exhibit 2 Product 6
EMMA Corporate Direct
PRODUCT DESCRIPTION: EMMA C.D. offers the ability to any customer/company
instant connectivity to any employee that has EMMA VPA.
PRODUCT APPLICATION: EMMA C.D. allows a company to enhance their EMMA VPA
service. The companies EMME VPA numbers are loaded into a data-base that is
assigned its own 800 number. By dialing the 800 number and speaking the name of
the person you will be automatically connected to their VPA locate number.
TARGET MARKET: This can be a
PRODUCT FEATURES & BENEFITS
X Consistent professional receptionist X 24 hours 7 days a week
X Intelligent Call Forwarding X Smart calling card
X Single number dialing for customers X No CPE required
PRODUCT DISTRIBUTION: A franchise approach will be used for product deployment.
A "Master Distributor" will be secured in each market area, the most likely
candidates will be current TAS, voice mail and paging providers with established
customers within the specific market area. Affinity groups will also secure
business opportunities for this product.
PRODUCT PRICING:
X $9.95 per month X $99.95 Set-up fee
X 0. 16 Per minute cost X
DISTRIBUTOR COMMISSIONS: Up-front and residual commissions can be earned
COMPETITION: Wildfire and touch tone driven services.
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Exhibit 3
EMMA VPA, FF, ID, CD Commission Schedule:
X 30% Per 800 number reservation
X 10% Residual Commission paid on the per minute billing
X 10% Residual Commission paid any other Services purchased by customer
X 50% one time set-upfee
All Commissions are paid on collected revenue only
EMMA TR & VO Commission Schedule:
X 50% per month (Per line answered)
X 30% per month (One number locate)
X 50% Set-up fee (One time Commission)
X 10% Residual Commission paid on the per minute billing
X 10% Residual Commission paid any other Services purchased by customer
X $1.00 Per month (EMMA TAS Territory Over-ride)
All Commissions paid on collected revenues only
SBL Commission:
X 50% of the service set-up fee
X 16% of the Basic Business Line Monthly Fee (including ELC,
Custom Greeting)
X 0% of the Custom Greeting set-up fee
X 10% Residual on any other monthly usage charges (long distance, calling
card)
X 3% quarterly over-ride on usage revenue(long distance, calling card)
All Commissions paid on collected revenues only
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