Computer Business Sciences, Inc.
Dealer Master Agent Agreement and License
ARTICLE I - PARTIES
This Agreement is made by and between Computer Business Sciences. Inc, a New
York corporation, having its principal office and place of business at 000-00
Xxxxx Xxxxxxxx, Xxxxxxxx, Xxx Xxxx, 00000 and America's New Beginning, Inc.,
having its principal office and place of business at 000 Xxxxxxxxx Xxxxxx, Xxxx
Xxxxxxxxx Xxx Xxxx, 00000
RECITALS IT IS MUTUALLY contemplated AND AGREED AS FOLLOWS: AS, Master Agent
desires to purchase and resell software, hardware, products and services of CBS.
To operate as a distributor/agent representing the business of CBS, and using
its MARKS and good will; and WHEREAS, CBS is further desirous of distributing
its products and services and aiding the Master Agent on a non exclusive basis,
with the use of CBS names, and trademarks: "Talkie", "Talkie-Software",
"Pay-As-You Use", "Call-Back USA', "TalkieGlobe", 'Talkie-Fax", 'Talkie-Dial",
"Talkie-Query", "Talkie-Trans', "Talkie-Ad",'Talkie-Form",'Talkie-Mail",
'Talkie-Audio", "Talkie-Gen", TCS", and Info-Systems"; and
WHEREAS, CBS and Master Agent are agreeable thereto upon the terms and
conditions more particularly herein set forth; and WHEREAS, Master Agent
acknowledges that CBS owns certain software and hardware systems for the
operation of Long distant Rostellar under the name 'Talkie-Globe". CBS uses and
owns the service xxxx "Talkie" and related logos, and possesses all rights under
various registered copyrights, trademarks, service marks, trade names, and other
marks which CBS developed or own. and may develop or own in the future; and
styles including distinctive logos and also certain copyrighted material
embodying the use of such marks including but not limited to enumerate marks and
has promoted the use of and acceptance of such Marks through its own operations
and operations of licensees, and is developing an international marketing and
sales system identified with its Marks which has public acceptance and good will
and identifying to the public the existence of CBS company products, services
and additionally newly developed ~ 9 marks and registered are reserved for CBS
(all hereinafter generally referred to as "Marks"); and
WHEREAS, CBS possesses rights under various registered copyrights, trademarks.
service marks, trade names and styles including distinctive logos and also
certain copyrighted material embodying the use of such networks including but
not limited to enumerate marks and (all hereinafter generally referred to and to
be included as "Marks') CBS has promoted the use of and acceptance of such Marks
through its own operations and the operations of licensees and is developing an
international sales system identified with its Marks which has public acceptance
and good will and identifying to the public the existence of Talkie's voice
processing software modules and programs, CBS service bureau, and BCS software
accounting system; and
WHEREAS, CBS expressly disclaims the making of, and Master Agent acknowledges
that it has not received or relied upon, any warranty or guaranty, express or
implied, as to the revenues, profits or success of the this dealership venture
contemplated by this Agreement. Master Agent acknowledges that it has read this
Agreement and conducted its own independent research, agrees that this is not a
'franchised offering', and that it has no knowledge of any representations by
CBS, or its officers, shareholders, employees or agents that are contrary to the
statements made in this Agreement or the terms herein; and WHEREAS, Licensor has
developed and perfected a plan and/or system utilizing CBS software and hardware
("System") for providing licensed FCC telephone companies , and resellers of
long distance services, certain facilities, hardware and software, and related
services; other products and services of distinctive nature, and of other
distinguishing characteristics, placed in operation by CBS provided under the
name "CBS", 'Computer Business Sciences, "Info Systems', 'Talkie', 'Talkie
Globe". The distinguishing characteristics of said System and of the Business
services provided pursuant thereto, include the following:
(1) The words 'Talkie', "Talkie-Software", Pay-As-You Use", 'Call-Back USA".
"Talkie-Globe", 'Talkie-Fax", "Talkie-Dial",'Talkie-Query", "Talkie-Trans",
"Talkie-Ad','Talkie-Form", "Talkie-Mail", "Talkie-Audio", "TalkieGen", "BCS",
Info-Systems'or other combinations of words, either alone, or in combination or
association with any color scheme or pattern, office design, insignia, slogans,
signs, emblems trade names, trade marks. service marks, or with the CBS service,
now or hereafter provided or used by CBS as part of C. Restrictions on the Goods
and Services Sold Under the Marks.
(i) Master Agent agrees to use the MARKS in connection with, and exclusively
for, the promotion and conduct of CBS business, as provided hereunder,
(ii) Master Agent agrees that for the purpose of protecting and enhancing the
value and good will of the Marks and of insuring that the public may rely upon
said Marks as identifying quality, @ and standard of business, that the license
granted by this agreement is subject to the continued faithful adherence by
Master Agent to the standards, terms and conditions set forth in, or established
in accordance with this Agreement.
D. Master Agent's obligation to Protect and Defend the Licensed Market
(i) Master Agent recognizes and acknowledges that CBS is the sole and exclusive
owner of the Marks and hereby agrees not to register or attempt to register such
Marks, in CBS's name or that of any other @ persons, corporation or any entity
and that it will not use the Marks or any part thereof as any part of any
corporate name and does promise not to do anything to derogate that ownership or
call it into question. Master Agent does hereby obligate itself to call to CBS's
attention any infringing uses it deems of (ii) Immediately upon the expiration
or termination of this Agreement or any renewal hereof, Master Agent agrees to
cease and forever abstain from using the aforesaid Marks and shall return within
thirty (30) days to CBS or effectively destroy all documents at Master Agent's
sole expense, which shall include but not be limited to instructions, display
items, and the like bearing any of the Marks .
E. License to use Trade Secrets
Operating manuals, formulas, software. hardware, CBS vendors, customer lists and
computer programs, among other things, may all be deemed trade secrets. CBS has
a protectable interest in those secrets and the Master Agent hereby acknowledges
CBS's interest in preserving the Trade Secrets, and information disclosed in
writing as confidential, and CBS requires that the Master Agent keep them
confidential during the term of the Agreement and after its termination or
expiration. Failure to do so is a material breach of this Agreement and Master
Agent Acknowledges that it will cause irreparable harm to CBS.
F. Master Agent's Minimum Sales Provision.
In consideration of the opportunity to establish and maintain a CBS Dealership
and license as herein provided @r Agent represents and shall purchase a minimum
of ten (10) Talkie/Globe systems annually and/or a minimum of gross sales in
excess of one (S 1,800,000) million eight hundred thousand dollars, annually.
ARTICLE 3 - DEALER'S FINANCIAL OBLIGATIONS TO CBS
A. Should Master Agent utilize any maintenance and or service agreements of CBS,
or the reselling of services to Master Agent customers, or Agent or customer
shall pay to CBS monthly service fees. Amount of said fees shall be under the
exclusive direction of CBS.
B. All terms of payment and credit approval shall be upon CBS invoice and
discretion. A service charge not to exceed 1 1/2% monthly or the highest legal
contract rate may be added to all accounts not paid within thirty (30) days of
date of invoice. Master Agent agrees to promptly review and advise CBS
concerning any corrections which may be required in invoices received. Invoices
outstanding for more than sixty (60) days without advice of correction shall be
deemed to represent the true and correct statement of Master Agent's account.
Failure to pay within sixty (60) days of the date of invoice shall be deemed a
material breach of this Agreement and CBS, may at its sole discretion may
terminate this Agreement with notice without any recourse by Master Agent.
C. In the event Master Agent shall:
(a) enter into any partnership, joint venture, joint operating agreement, or
other entity relationship with any other party or parties for le providing of
telecommunications services;
(b) operate, either singly or with another or others any business or entity for
the providing of telecommunications services:
(c) sell telecommunication services; or
(d) otherwise participate in the sale of the time or services created by the use
of CBS telecommunication equipment; where the telecommunication equipment and/or
software utilized for the providing of such telecommunication services is that
of Computer Business Sciences, Inc., InfoSystems ("TALKIE"), or any subsidiary
or affiliate thereof then Master Agent shall pay to Computer Business Sciences
Inc., a sum equal to forty-five percent (45%) of the net revenues derived by the
Master Agent from each and any gross revenues less only the direct costs of
providing die telecommunication services, and shall not be reduced by the Master
Agent's overhead, partnership distribution, or general expenses. The Master
Agent shall at all times maintain not less than a 5 1 % interest in any entity,
partnership, joint venture, or relationship with any other party or parties
providing telecommunication services.
ARTICLE 4 - DEALER'S OBLIGATIONS REGARDING OPERATIONS
A. Master Agent shall commence operations within ninety (30) days from the date
of this Agreement from at least one CBS "Talkie/Globe Long Distance Reseller
System (hereafter Talkie/Globe System).
B. Master Agent shall purchase for its operations a minimum 10 systems annually
at the rate of one "Talkie/Globe" system per month the first six months of this
Agreement. Completing minimum sales requirement during second half of each year
of this Agreement. During each year thereafter. the annual sales requirements
must be satisfied by December 1, of the calendar year. Master Agent recognizes
that CBS shall has the right to establish and adjust the minimum sales
requirement for master Agent during the life of this Agreement. In no event
shall Master Agent be restricted from generating additional sales over the
minimum requirement for Master Agent.
C. CBS at its option may require Master Agent to prominently display CBS's then
current signs. insignia, symbols, slogans and other forms and devices as
specified from time to time by CBS for uniform system and Marks recognition by
the public. Master Agent may not use any of CBS's Marks in any advertising or
promotion without the prior written approval of CBS.
D. All service and maintenance on CBS's equipment or equipment used in
connection with this Agreement shall be performed by CBS or their authorized
representatives under a CBS service Agreement.
ARTICLE 5 - INDEMNIFICATION REQUIREMENTS:
A. 1. To the fullest extent permitted by law, the Master Agent shall indemnify
defend, protect. and hold harmless CBS, its agents and employees, their
respective partners, officers, directors, shareholders, representatives, agents,
employees , and anyone else acting for or on behalf of any or them (herein
individually called "Indemnitee" and collectively called Indemnitee") from and
against all liabilities, damages, losses, claims, demands, lawsuits,
proceedings, arbitrations, and actions of any nature whatsoever ("Claims") which
arise out of or are connected with, or are claimed to arise out of or be
connected with:
2. The performance of Work or any act or omission of Master Agent, its
Contractors, Subcontractors, subsubcontractors, suppliers, materialmen or anyone
directly or indirectly employed by any of them or anyone for whose acts they may
be liable, regardless of whether or not such claims or expense in caused in part
by an Indemnitee;
3. The use, misuse, erection, maintenance, operation or failure of any machinery
or equipment whether or not such machinery or equipment was furnished, rented,
bought, leased or loaned by the CBS or their officers, employees, agents,
servants or others, to Master Agent.
4. Without limiting the generality of the foregoing, such defense and indemnity
includes all Claims on account of bodily and personal injury, death or Property
damage and loss to any Indemnitee, any of Indemnitee's employees, agents,
contractors or subcontractors, licensees or invites, or any other persons,
whether based upon, or claimed to be based upon, statutory (including, without
limiting the generality or the foregoing, worker's compensation),
contractual, tort or other liability of any Indemnity or any other persons. In
addition, the Claims indemnified against shall include all claims for
trademark-, copyright or patent infringement, for unfair competition or
infringement of any other soiled "intangible" property rights, for defamation,
false arrest, malicious prosecution or any other infringement of personal or
property rights of any kind whatever or which arise, or is specified in the
contract Documents, including, without limitation. these General conditions. CBS
expressly understands and agrees that any performance bond or insurance
protection required by the Contract Documents, or otherwise provided to CBS,
shall in no way limit the responsibility to indemnify, save, and hold harmless
and defend the Indemnity as herein provided. The indemnification provisions
contained herein shall be included in each of CBS's and Master Agents
Subcontracts and shall be in favor of the Indemnitee and Master Agent. Any
Indemnity, at its election. may defend against or settle any Claim, or at the
request of any Indemnity, Master Agent shall assume the defense on behalf of
such Indemnitee, of any such Claim, provided however, that any attorney employed
In such defense must be satisfactory to such lndemnitee. Master Agent shall bear
any and all expense, whether incurred or paid, of any Indemnitee because of any
Claim or other matter indemnified against hereunder, including without
limitation, attorneys' and consultants' fees and expenses, court costs, and
costs related to the defense of, or preparing for the defense against, any such
Claim, even if such Claim is groundless, false or fraudulent 0.Xx any and all
Claims against the Indemnitee by any employee of Master Agent any Subcontractor,
supplier, materialmen anyone directly or indirectly employed by any of them or
anyone for whose acts any of then may be liable. the indemnification obligation
under this section 2 shall not be limited in any way by any limitation on the
amount or @ or damages, compensation or benefits payable by or for Master Agent
or any Contractor. subcontractor, or sub-subcontractor under workers' or
xxxxxxx'x compensation acts, disability benefit acts or other employee benefit
acts.
2. Master Agent shall further indemnify defend, protect, and hold harmless the
Indemnity
3. Indemnity from and against any and all claims and shall bear any and all
expense, whether incur-red or paid, of any Indemnitee (including without
limitation, attorneys and consultants' fees and expenses, costs related to
preparing for and/or defending any action and court costs) suffered, incurred of
any kind.
4. Master Agent shall pay any judgment finally awarded in any Claim which is
brought against any Indemnitee, regardless of whether the Indemnitee or Master
Agent directs the defense thereof, and shall pay any amounts payable in
settlement or compromise of any such claim. In the event that Master Agent is
requested but refuses to honor its indemnity obligations hereunder, then Master
Agent shall, in addition to its other obligations, plus the cost of bringing any
action to enforce Master Agent's indemnity obligations, Including, without
limitation, attorneys' and consultants' fees, expenses, and court costs, to t
the party re questing indemnity
ARTICLE 6 - MASTER AGENT INSURANCE REQUIREMENTS:
A. Upon execution of this Agreement Master Agent shall file with the CBS valid
duplicate original certificates of Insurance and/or, at the CBS's option, a
certified copy of the insurance policies and any and all endorsements or riders
thereto, evidencing compliance with all requirements contained in this contract,
all in form and substance
satisfactory to CBS. Master Agent shall provide CBS with proof of payment of
premium in full for the current annual period or, if such premiums are financed,
evidence that premiums are current.
B. Acceptance and/or approval of the insurance herein does not and shall not be
construed to relieve Master Agent from any obligations, responsibilities or
liabilities under this Agreement.
C All insurance required by the contract shall be obtained at the sole cost and
expense of Master Agent, shall be maintained with insurance carriers properly
licensed to do business in all states required by the terms of this Contract and
acceptable in all respects, to CBS; shall be'primary" and non-contributing to
any insurance maintained by Owner-, shall contain a Waiver of Subrogation in
favor of CBS; so that in no event shall the insurance carriers have any right of
recovery against CBS, their agents or employees; shall contain a separation of
insured provision (severability of interest clause); shall provide written
notice be given to CBS, and all additional insured and certificate holders at
least thirty (30) days prior to the cancellation, non-renewal or modification of
any such policies, which notice shall be evidenced by return receipt of United
States certified mail; shall name CBS, and any subsidiary, parent or affiliates
of the CBS and their partners, directors, officers, agents, and employees or
other persons or entities with an insurable interest designated by the CBS as
additional insured thereunder.
D. Master Agent shall cause all insurance to be in full force and effect as of
the date of this Agreement and to remain in full force and affect throughout the
term of this Agreement and as further required by this Contract. Master Agent
shall not take any action, or plan to take any action that would suspend or
invalidate any of the required coverage during the time period such coverage are
required to be in effect.
E. Not less than thirty (30) days prior to the expiration date or renewal date,
Master Agent shall supply Master Agent with updated replacement Certificates of
Insurance, amendatory riders, and endorsements, and/or certified copies of
insurance policies, together with evidence of payment of the premium, that
clearly evidence the continuation of all of the terms and conditions of the
coverage, limits of protection, and scope of coverage as was provided by the
expiring Certificates of Insurance, certified copies of insurance policies and
amendatory riders or endorsements as originally supplied
F. If Master Agent fails to purchase and maintain or fails to require to be
purchased and maintained, the liability insurance specified in this Contract,
CBS may (but shall not be obligated to) purchase such insurance on the Master
Agent's behalf and shall be entitled to be repaid by Master Agent for any
premiums paid therefor.
G. Master Agent shall select reputable and financially sound insurers to
underwrite the required Coverage acceptable to Owner. In all instances, each
insurer selected must be rated at least "AT(Excellent) Class 'VH' in the most
recently published Bests insurance Report. If an insurer's rating falls below
"A-' (Excellent) Class 'VH' during the term of the policy the insurance must be
replaced no later than the renewal date of the policy with an insurer acceptable
to CBS and having an "A-' (Excellent) Class "VII" rating in the most recently
published Best's Report.
H. No act or emission of any insurance agent, broker or insurance company
representative shall relieve Master Agent of any of its obligations under this
Contract.
1. Master Agent throughout the term of this Contract or as otherwise required by
this Contract, shall obtain and maintain in full force and effect the following
casualty/liability insurance with limits not less than specified herein and as
required by the terms or this Contract or as required by law', whichever is
greater:
J. Commercial General Liability Insurance or its coverage equivalent is to be
provided under the Insurance Service Office's (ISO) most current form. with a
combined single limit for bodily injury and property damage of not less than
$______ , which insurance shall include a comparable limit with respect to
Personal Injury and Advertising injury, as well as (any other). (Master Agent
may be provided with a combination of primary and umbrella/excess liability
policies.) Such insurance shall include the following coverage:
A. Premises Operations coverage, including Independent contractors, with limits
of liability applying on a per location basis.
B. Product Liability and Completed operations coverage, with the provision that
coverage shall extend for a period of at least twelve (12) months from the date
of final completion and acceptance by the Owner of an of Contractor's Work.
C. Personal injury and Advertising Liability coverage to Include Injury
sustained by any person as a result of an offense directlv or indirectly related
to employment of such person by the insured, or by any other person and
liability assumed under contracts.
D. Extended Bodily injury cover-age with
respect to bodily injury resulting from the use of reasonable force to protect
persons or property.
E. Premises and Operations Medical Payments coverage.
F. Broad Form Property Damage Liability coverage, including coverage for
completed operations.
G. Explosion, Collapse, and Underground Property Damage Coverage providing
protection for Property damage resulting from these hazards.
H. Worker's Compensation, Occupational Diseases benefits, Voluntary
Compensation, and Disability Benefits, Longshoremen's and Xxxxxx Worker's
compensation, Admiralty/Xxxxx Act Defense Base Act and any other federal and/or
state coverage, as required, for not less than the statutory limits, and if
applicable, an "Other States Endorsements"; Employers' Liability Insurance or
stop-Gap Employers, Liability insurance with limits of not less than by accident
$1,000,000 each accident by disease $ 1,000,000 policy limit by disease
$1,000,000 each employee; (These limits may be provided through a combination of
primary and umbrella/excess liability policies.).
I. The following shall be named an additional insured in all insurance policies
required under this Contract:
L. The following shall be identified as certificate holders in all insurance
policies required under this Contract:
ARTICLE 7 - NON COMPETE
During the term of this Agreement and for a period of two (2) years after the
expiration or termination of this Agreement or any renewal hereof. neither
MasterAgent nor Master Agent's principals or associates, whether individually or
through a partnership or corporation, will engage, either directly or
indirectly, in the operation of any telecommunications, telephone long distance
businesses or any of the business activates of CBS in the United States and
Canada.
ARTICLE 8 - DEFAULT
No failure to perform in accordance with any of the terms or conditions of this
or any collateral agreement, or other fault or defect shall be deemed to exist
or occur unless such failure cannot be cured or if curable shall continue for
ten no more than ten (10) days following mailing or wiring to the party to be
put into default of written notification of such failure, except however, that
if the failure to perform is the non-payment, in excess of thirty (30) days,. of
moneys due and in such failure shall continue for three (3) days or more
following mailing or wiring to the party to be put into default of written
notification of such failure. In addition, in the event of non-payment under
this Agreement or any collateral agreement as above provided, CBS may require
Master Agent to furnish complete up-to-date financial information.
ARTICLE 9 - Term
This Agreement shall be in effect from the date of acceptance and execution by
CBS and continue for three (3) years unless terminated sooner as provided
herein, and may be renewed at the option of the Master Agent under CBS's then
current standard terms for new dealers, for additional successive periods of
three (3) years, for a sum of two (2) such periods (total of 6 years) provided
that Master Agent has complied with the provisions contained herein. Master
Agent must notify CBS of its election to exercise such option to renew in
writing ninety (90) days prior to the expiration of his Agreement of any renewal
hereof.
ARTICLE 10 - TERMINATION
A. TERMINATION BY MASTER AGENT.
Master Agent being in good standing, may terminate this- Agreement at any time
by giving ninety (90) days written notice to CBS, except that such termination
shall not relieve MASTER AGENT of any obligation to CBS that shall have matured
under this Agreement or under any collateral written agreement of the parties.
B. TERMINATION BY CBS CBS may terminate this Agreement and revoke all licenses
upon the occurrence of the following: a) If Master Agent is in default or fails
to fulfill any provision of this Agreement,
b) If Master Agent discontinues the active conduct of its business;
c) Upon the transfer or assignment of any part of Master Agent business assets
which results in the passage of control of the business, unless consented to in
writing by CBS;
d) Upon the insolvency, the making of an assignment for benefit of creditors,
appointment for a receiver or trustee of any part of the assets of Master
Agent's business, the service of a warrant of attachment upon any of the assets
of the business or upon service of an execution.
ARTICLE I I - RIGHTS OF CBS IN EVENT OF TERMINATION Upon termination of this
Agreement, CBS shall be entitled to recover immediately upon termination from
Master Agent all moneys due under this Agreement. together with interest at the
highest level contract rate and all costs and expenses, including reasonable
attorney's fees and disbursements. incurred or accrued by CBS in enforcing its
rights under this Agreement. Master Agent shall deliver and CBS may 'assume
possession of any service guaranty by CBS. Master Agent also entitles CBS the
option to exercise only upon termination, for the assignment for collection of
Master Agent accounts receivable. Master Agent also assigns at CBS's option all
telephone lines, 800 line services and vanity numbers, telephone listings,
International and Domestic Private Lines, as described herein shall take effect
upon termination. CBS shall also have the exclusive option and right to assume
any and all leases for equipment. Master Agent shall return to CBS, or
effectively destroy, all literature, signs, advertising material, promotional
matter and other materials identifying the form Master Agent with CBS and shall
immediately cease to refer to or identify itself with CBS or use the Marks or
any simulation thereof. Master Agent shall thereafter take no action detrimental
to CBS or the Business of CBS. Master Agent irrevocably authorizes, appoints and
empowers CBS as Master Agent's lawful attorney in fact, to act for Master Agent
and in its name, place and stead 12 to do all acts and things herein provided
for upon termination; to sell or resell the same; to execute all contracts,
instruments and documents of transfer of ownership, or otherwise; and to pay the
costs and expense of doing such acts and things. It is agreed that after
expiration or termination, any use of the Marks by Master Agent will result in
irreparable injury to CBS and Master Agent hereby consents to the entry of an
order enjoining Master Agent from using CBS Marks in any way
ARTICLE 12 - COMPLIANCE WITH LAWS Master Agent shall be solely responsible for
compliance with all laws. statutes. ordinances, orders or codes of any public or
governmental authority pertaining to the use of CBS products, services and
particularly the reselling of domestic and long distance, domestic and
international private line telephone voice services and its business, and for
payment of all taxes, permits, license and registration fees and other charges
or assessments arising out of the establishment and operation of Master Agent's
business.
ARTICLE 13 - RELATIONSMP BETWEEN PARTIES CBS and Master Agent are not and shall
not be considered is joint venturers, partners, agents, servants, employees or
fiduciaries of each other or as, franchiser or franchisee, and neither shall
have the power to bind or obligate the other except as set forth in this
Agreement. There shall be no liability on the part of CBS to any person for any
debts incurred by Master Agent unless CBS agrees in writing to pay such debts.
Master Agent acknowledges and represents that it is completely independent of
CBS.
ARTICLE 14 - WAIVER
The failure of either party to enforce at any time any of the provisions of this
Agreement or to exercise any option or remedy herein provided shall in no way be
construed to be a waiver of such provisions of in any way to affect the validity
of this Agreement. The exercise by either party of any of their rights hereunder
or of any options or remedies under the terms of covenants herein shall not
prejudice them from thereafter exercising the same or any other right it may
have under this Agreement irrespective of any previous action or proceeding
taken by the parties hereunder. AU remedies contained herein are cumulative and
severable.
ARTICLE 15 - TRANSFER, ASSIGNMENT AND SUBLICENSE CBS's rights under this
Agreement shall inure to the benefit of its successors and assigns. Such rights
may be assigned provided that the assignee shall agree in writing to assume all
of CBS's obligations hereunder and notice therefore is served upon Master Agent.
Such assignment shall discharge CBS from any further obligation hereunder. The
license herein granted is personal to Master Agent and cannot be transferred,
assigned or sublicense without the prior written consent of CBS, which consent
shall not be unreasonably withheld. In the event CBS shall consent in writing to
a transfer, assignment or sublicense, the transferee, assignee, or sublicenses
shall be bound by each and all covenants and conditions contained herein and
shall have no right to the Master transfer of this license except with the prior
written consent of CBS.
ARTICLE 16 - SEPARABILITY
In the event that any provision herein is in conflict with the law of any state
of jurisdiction, such provision shall be deemed not to be a part of this
Agreement in that jurisdiction.
ARTICLE 17 - READINGS
Headings in this Agreement are inserted solely for the purpose of convenience of
reference and are in no manner to be construed as part of the Agreement.
ARTICLE 18 - SIGNATORY LIABILITY All signatories to this Agreement, whether
individually, a partner on behalf of the partnership, or corporate officer on
behalf of the corporation, are to be deemed parties hereto and hereby agree to
be jointly and severally bound by the terms and conditions contained herein and
agree that they shall act as guarantors for any unpaid balance on Master Agent's
account with CBS. Such signatories hereby expressly waive and dispense with all
rights and defenses as guarantors to include, but not restricted to notice of
acceptance of this Agreement, notices of non-payment or nonperformance, notices
of amount of indebtedness outstanding at any time, protests, demands and
prosecution of collection, foreclosure and possessory remedies.
ARTICLE 19 - DEALER'S WARRANTIES ON EXECUTION OF AGREEMENT Master Agent hereby
acknowledges by execution of this Agreement that Master Agent has read and
understands each and every term and condition of this Agreement and the
documents referred to below and is not relying on any representations, promises
or agreements not expressed herein-and that this Agreement supersedes and
cancels any previous understanding or agreement between the parties relating to
the subject covered hereby. Specifically, Dealer warrants:
a) It understands this Agreement contemplates the operation of a business by
Master Agent and the Master Agent's success will depend upon Master Agent's
active participation in such business;
b) It has investigated the potential of the effect of CBS's non-exclusive
territory. Master Agent agrees that the non-exclusivity of TERRITORY is a
reasonable and shall not effect the business of Master Agent.
c) It has examined and is fully conversant with CBS's PROCEDURES, PRODUCTS,
SERVICES AND SALES.
ARTICLE 20 - NO ORAL REPRESENTATIONS OR SIDE AGREEMENTS
This Agreement. when accepted in by an authorized officer of CBS, together
with any collateral written agreement. signed by an authorized officer of CBS,
constitutes the entire Agreement and understanding between the parties and NO
OTHER REPRESENTATION. PROMISE OR AGREEMENT, ORAL OR OTHERWISE. SHALL BE OF ANY
FORCE OF EFFECT.
This Agreement when accepted in by an authorized officer of Master Agent
together with any collateral written agreement, signed by an authorized officer
of CBS, constitutes the entire Agreement and understanding between the parties
and NO OTHER REPRESENTATION, PROMISE OR AGREEMENT, ORAL OR OTHERWISE, SHALL BE
OF ANY FORCE OF EFFECT.
ARTICLE 21 - ENFORCEMENT
At CBS's option, any dispute or disagreement between the parties hereto arising
out of or relating to this agreement shall be submitted the American Arbitration
Association in New York City under the rules then in effect, and judgment upon
the award may be entered in any court having jurisdiction.
ARTICLE 22 - NOTICES AND PAYMENTS.
AR notices and statements to be given and all payments to be made hereunder
shall be given or made at the respective addresses of the parties as set forth
above unless notification of a change of address is given in writing. Any notice
shall be sent by registered or certified mail and shall be deemed to have been
given at the time mailed.
IN WITNESS WHEREOF, intending to be legally bound, the parties have signed this
Dealer Master Agent Agreement and License on February 1996.
Witness: Computer Business Sciences.
By:
Witness: America's New Beginning. Inc
STATE OF NEW YORK
ss::
COUNTY OF NEW YORK
On this day of 1996, before me personally came Xxxxx Silver, known to be to be
the person described herein and who executed the foregoing instrument on behalf
of the Contractor, who, being by me duly sworn, did depose and say: the he
resides at that he is the President of America's New Beginning, Inc., the
Corporation that executed the foregoing contract and that he is duly authorized
by said Corporation to sign his name on behalf of America's New Beginning.
Notary Public
16
ARTICLE 22 - NOTICES AND PAYMENTS.
All notices and statements to be given and all payments to be made hereunder
shall be given or made at the respective addresses of the parties as set forth
above unless notification of a change of address is given in writing. Any notice
shall be sent by registered or certified mail and shall be deemed to have been
given at the time mailed.
IN WITNESS WHEREOF, intending to be legally bound, the parties have signed this
Dealer Agent Agreement and License on February 1996.
Witness:
Witness:
STATE OF NEW YORK
COUNTY OF NEW YORK
Computer Business Sciences, Inc.
By: /s/ Xxxxx Xxxxx
Xxxxx Xxxxx, President
America's New Beginning, Inc.
By: /s/ Xxxxx Silver
Xxxxx Silver, President
:ss.:
On this 25th day of February 1996, before me personally came Xxxxx Silver, known
1996, before me personally came Xxxxx Silver, known to be to be the person
described herein and who executed the foregoing instrument on behalf of the
Contractor, who, being by me duly sworn, did depose and say: that he resides at
that he is the President of America's New Beginning, Inc., the Corporation that
executed the foregoing contract and that he is duly authorized by said
Corporation to sign his name on behalf of America's New Beginning.
Notary Public
16
