EXHIBIT 10.5
JOINTLY DELIVERED SERVICES, SALES AND OPERATIONS
ALLIANCE AGREEMENT DATED OCTOBER 26, 2005 WITH NEW TECH
JOINTLY DELIVERED SERVICES
SALES AND OPERATIONS ALLIANCE AGREEMENT
THIS AGREEMENT, is hereby entered into this 26th day of October, 2005 between
Worldwide Business Solutions Incorporated, a Colorado USA corporation
(hereinafter referred to as "WBSI") having its principal office at 0000 X
Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000 XXX and New Tech, a Dominican
corporation, (hereinafter referred to as "Alliance Center ") having its
principal office at C Higuemota, N-7, Bella Vista, Santo Xxxxxxx X.X. Dominican
Republic.
WHEREAS WBSI is engaged in the business of operating call centers that
specialize in providing multi-task, multilingual services to its clients in the
United States and in Europe; and
WHEAEAS WBSI is also engaged in the business of marketing call center and remote
processing services to its clients in the United States and worldwide under
agreements in which companies unrelated to WBSI provide a portion of such call
center and remote processing services; and
WHEREAS Alliance Center operates a call center and provides remote processing
services in Dominican Republic; and
WHEREAS WBSI and Alliance Center have agreed on terms under which they may
cooperate in marketing and performing jointly delivered outsourcing services to
WBSI's clients;
NOW, THEREFORE, for good and valuable considerations, the receipt and adequacy
of which are hereby acknowledged, the parties, intending to be legally bound,
agree as follows:
1. Term of Agreement. The Term of this Agreement shall commence on the
date hereof and shall continue for 5 years, subject to automatic
renewals of the Term for successive 1 year periods, unless either
party terminates this Agreement by giving the other party written
notice of said termination at least ninety (90) days prior to any
desired termination date. The Term may also be terminated by either
party (a) in the event of a material default hereunder by the other
party, which default is not cured within ten (10) days after notice of
the default is given by the party seeking to terminate the term and
(b) by either party immediately upon the institution by or against the
other party of insolvency, receivership, or bankruptcy proceedings, or
upon the other party's dissolution or ceasing to do business.
2. Compatibility of Technology. WBSI is an authorized reseller of
Touchstar Inc. call center hardware and software. Touchstar is the
vendor of choice installed in the WBSI call centers. WBSI and Alliance
Center agree to perform, at a mutually agreed time, an on-site
preliminary evaluation of Alliance Center's operational and technical
environment to determine its compatibility with WBSI's call centers
for the purpose of performing jointly delivered services to WBSI's
clients.
3. Alliance Center's Call Center Responsibilities. Alliance Center shall
maintain adequate call center infrastructure, organization and
systems, and industry standard agent skills that meet the requirements
of WBSI and WBSI's clients. Alliance Center shall employ appropriate
redundancy and backup systems that will insure complete availability
and performance under jointly delivered outsourcing service agreements
with clients.
4. WBSI Marketing Responsibilities. WBSI shall undertake marketing
programs and efforts regarding the promotion of jointly delivered
outsourcing services, as WBSI shall determine in its sole discretion
from time to time.
5. Separate Agreements. WBSI and Alliance Center shall enter into a
separate definitive agreement establishing the terms for each client
service contract. Each definitive agreement to provide service shall
address, among other terms, the following essential issues:
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a. WBSI shall work with its client to determine the call center
hardware and software specifications as well as the level and
composition of call center staffing by service specific skill
set, and it shall advise the Alliance Center of these
requirements.
b. WBSI and Alliance Center shall jointly evaluate Alliance
Center's operational environment and hardware in detail to
determine the call center capacity to meet the client
requirements for the specific service contract. Where
necessary, WBSI shall issue a statement of changes to
Alliance Center specifying the call center upgrades needed to
deliver the client services. Alliance Center shall commit to
make such upgrades in the definitive agreement.
c. Alliance Center shall quote a price to WBSI to perform call
center services for the specific service contract based on
Alliance Center's fully loaded breakeven costs plus a range
of profit margins on such costs. Alliance Center shall verify
its costs to WBSI with sufficient documentation from Alliance
Center's accounting records.
d. For each client service contract, WBSI shall recruit and
select a candidate to become the call center on-site Account
Executive. WBSI shall train such Account Executive in the
United States in the WBSI call center and in the client's
office where the work is being done, at WBSI's expense. After
the United States training is complete, Alliance Center shall
hire the Account Executive as its employee, and the Account
Executive shall work from an office in the Alliance Center
call center.
e. WBSI and the Account Executive shall train Alliance Center's
call center personnel on how to perform under the client
service agreement. WBSI shall provide Alliance Center with
technical support.
6. Confidential Information. Each party acknowledges that during the
Term, it shall have access to the confidential information and trade
secrets of the other, consisting of, but not limited to, customer
lists and information concerning each other's methods of operations,
regulatory status, attorney lists, systems, products, customer lists,
agent lists, membership information and other such proprietary
business information. For purposes of this Agreement, "confidential
information" means any confidential or other proprietary information
disclosed by one party to the other under this Agreement, except
information that ( a ) is public knowledge at the time of disclosure,
( b ) was known by the receiving party before disclosure by the
disclosing party, or becomes public knowledge or otherwise known to
the receiving party after such disclosure, other than by breach of a
confidentiality obligation, or ( c ) is independently developed by the
receiving party.
7. Nondisclosure of Confidential Information. During the term of this
Agreement and for a period of two years following the termination of
this Agreement for any reason, the receiving party shall ( a ) not
disclose the confidential information to any third party, ( b ) not
use the confidential information in any fashion except for purposes of
performing this Agreement, ( c ) exercise reasonable care to prevent
disclosure, and ( d ) notify the disclosing party of any unauthorized
disclosure or use of the confidential information. Upon termination of
this Agreement for any reason, each party shall immediately deliver to
the other party all copies of the confidential information received
from such other party. Each party acknowledges that breach of the
covenants contained herein will cause irreparable harm to the
disclosing party entitling the disclosing party to injunctive relief,
among other remedies, against any breach or threatened breach, without
waiving or affecting any claim for damages or other relief. The
obligations of confidentiality and limitations of use, disclosure and
access set forth herein shall survive the termination of this
Agreement.
8. No Creation of Partnership. This Agreement does not create or
constitute a partnership for tax or other purposes. All decisions
regarding effectuation this Agreement and any action to be taken
hereunder shall be solely at the discretion of the Party making such
decision. Neither Party shall hold itself out as an agent of the
other. Neither Party shall have any authority to bind or obligate the
other in any manner.
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9. Entire Agreement; Amendment. This Agreement contains the complete and
exclusive understanding and agreement of the Parties with respect to
its subject matter and supersedes, merges and replaces all prior
writings, discussions and understandings relating to such subject
matter. This Agreement may only be amended by a written agreement and
signed by authorized representatives of both Parties.
10. Governing Law. This Agreement shall be governed by and construed in
accordance with, the laws of the State of Colorado, excluding those
laws that direct the application of the laws of another jurisdiction.
The Parties hereby consent to the exclusive jurisdiction of any State
or Federal court located in Denver, Colorado. Neither Party shall
knowingly take or fail to take any action that might cause it or the
other Party to be in violation of any law or regulation of the United
States, including the United States Foreign Corrupt Practices Act.
11. Severability. If any term or provision of this Agreement is found to
be invalid or unenforceable for any reason, it shall be adjusted
rather than avoided, if possible, so as best to accomplish the
objective of the Parties to the extent possible. In any event, the
remaining terms and provisions shall be deemed valid and enforceable.
12. Assignment. This Agreement shall be binding on the Parties and on
their successors and assigns. Except as expressly provided herein,
neither Party shall transfer, assign or subcontract any right or
obligation hereunder without the prior written consent of the other
Party, which consent shall not be unreasonably withheld.
13. Waiver. The failure of either Party any time to require performance by
the other Party of any provision hereof shall not affect in any way
the full right to require such performance at any time thereafter; nor
shall the waiver by either Party of a breach of any provision hereof
be taken or held to be a waiver of the provision itself.
14. Cooperation. Each Party to this Agreement agrees to execute and
deliver all documents and to perform all further acts and to take any
and all further steps that may be reasonably necessary to carry out
the provisions of this Agreement and the jointly delivered client
service outsourcing agreements that are contemplated hereby.
15. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but which together shall constitute
a single instrument.
IN WITNESS WHEREOF, the Parties hereto agree to the provisions set forth
above and have executed this Agreement as of the date first listed above.
WBSI ALLIANCE CENTER
WORLDWIDE BUSINESS SOLUTIONS New Tech, S.A.
INCORPORATED
By: /s/ XXXX XXXXXX By: /s/ XXXX X. DEL RIO
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Name: XXXX XXXXXX Name: XXXX X. DEL RIO
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Title: V/P & COO Title: GENERAL MANAGER
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Nov. 14, 2005
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