GLOBAL PACIFIC INTERNET
000 Xxx Xxxx Xxxxx Xxxxx, Xxxxx 0000 Xxxxxx, XX 00000
Phn: (000) 000-0000 Fax: (000) 000-0000
xxxx://xxx.xxxxxxxxx.xxx
GLOBAL PACIFIC INTERNET RESELLER AGREEMENT
This Reseller Agreement (Agreement) details Terms and Conditions
of Services (Service) between Global Pacific Internet (Provider)
and GTC Telecomm (Reseller).
Provider Reseller
Global Pacific Internet GTC Telecomm
000 Xxx Xxxx Xxxxx South 0000 Xxxxxx Xxx. #P3
Ste. 0000 Xxxxx Xxxx, XX 00000
Xxxxxx, XX 00000
WHEREAS, Provider provides computing services, software,
information services and access to information and software
furnished by third parties in accordance with the terms of the
Global Pacific Internet Service Agreement (hereinafter referred
to as the "Service"); and
WHEREAS, Reseller desires to distribute the Provider's Internet
Services to client-users;
NOW THEREFORE, in consideration of the mutual covenants
contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. Service.
Subject to the terms of the Service Agreement Exhibit A, a copy
of which is attached hereto and incorporated by reference
herein, Provider may provide selected services including Dial Up
Access, Email, FTP, Web Design, Hosting, Website Marketing,
Frame Relay, T1, Wireless T1 or Wireless Fractional T1 services.
Other services may be added or deleted in the future.
2. Fees.
Applicable Service Fees are outlined in Exhibit A
(attached), and are subject to change at term
renewal. Fees will be listed separately if
applicable for Set Up, Monthly Recurring, Annual,
Semi-Annual, One time Purchase, Lease and or Rental
fees. Fees will be listed for Services and/or
Equipment.
3. Client-User Compliance.
Provider shall provide the Service to all
client-users supplied by Reseller so long as each
client-user complies with the terms of the Service
Agreement.
4. Term.
The term of the Agreement shall commence upon the
date of execution of this Agreement and shall
continue, unless otherwise terminated by Provider as
provided herein, for the term of one year . Provider
retains the right to terminate this Agreement (a) if
Reseller violates any material provision of this
Agreement or the Service Agreement; (b) the Reseller
fails to competently perform its duties; or (c)
Provider discontinues the Service or its business.
However, Provider agrees to continue to pay
Xxxxxxxx's Up-charges to Reseller after the
termination of the Agreement for those client-users
established by Reseller during the term of the
Agreement so long as Provider
continues to provide the Service and so long as
these client-user accounts remain active and are
paid.
5. Promotional Materials.
Any proposed advertising or any other promotional
materials of Reseller's Service must be submitted
for approval to Provider at least fourteen (14) days
in advance of the submission of any such material
for dissemination. Provider shall have the right to
reject any such material for any reason.
6. Independent Contractor Status.
In entering into this Agreement, Reseller and its
employees shall have the status of independent
contractors with respect to Provider, and nothing
herein shall contemplate or constitute Reseller or
its employees as employees of Provider.
7. Agreement Not to Disclose.
Reseller acknowledges that Xxxxxxxx's association
with Provider may provide Reseller with access to
certain confidential information of Provider,
including lists of accounts and prices, information
with respect to costs, marketing and sales, and
other knowledge and data relating to business
methods, processes and strategies, all of which are
valuable, special and unique assets of Provider and
give Provider opportunities to obtain advantages
over its competitors. Xxxxxxxx agrees that Reseller
will not disclose and will not permit disclosure of
any such confidential information to any person,
firm, corporation, association or other entity for
any purpose or reason whatsoever. Provider will
offer the same Non-Disclosure protection for the
Reseller.
8. Non-Circumvention.
a. Reseller agrees, during the term of this
agreement and for a term of (1) one year thereafter,
not to contact without permission, in any manner and
for any reason whatsoever, any customer, broker, or
reseller of Provider for which Provider services
were performed and further Reseller agrees not to
become involved, directly or indirectly, in the
solicitation or marketing of any services for such
customers of Provider for the same period. Provider
will offer the same Non-Circumvention protection for
the Reseller.
b. Xxxxxxxx agrees, during the term of this
agreement and for a term of (1) one year
thereafter, not to contact, solicit or do business
with any current or past employees, management,
vendor suppliers, or backbone providers, unless
permission is granted in writing by provider.
Provider will offer the same Non-Circumvention
protection for the Reseller.
9. Exclusivity.
Reseller agrees that its employees shall exclusively
promote the Provider's Service, rather than any
other Provider's service. This shall not prevent
Reseller's employees from investing their personal
assets in non-competing businesses in such a manner
that does not require substantial time or services
on the part of such employee in the operation of the
affairs of the entities in which such investments
are made.
10. Assignment.
This Agreement and the rights and duties of the
parties hereunder may not be assigned without the
prior written consent of Provider.
11. Scope of Agreement.
This Agreement, including Appendix A - Service
Agreement Terms and Appendix B - E-mail Policies
attached hereto, constitutes the entire
understanding between the parties. It may not be
modified orally, but may be modified by a subsequent
writing signed by the parties hereto.
12. Force Majeure.
Neither party shall be liable for any delay or
failure in performance due to any reason or
unforeseen circumstance beyond the affected party's
control, including acts of God or public
authorities, war or war measures (whether or not a
formal declaration of war is in effect), civil
unrest, fire, epidemics, floods, earthquakes, or
delays in transportation, delivery or supply. The
obligations and rights of the excused party shall be
extended on a day to day basis for the period equal
to the period of excusable delay.
13. Severability.
In the event that any provision of this Agreement is
determined illegal or otherwise unenforceable, such
provision will be construed as if it were written so
as to be legal and enforceable to the maximum
possible extent, the entire Agreement shall not fail
of account thereof, and the balance of this
Agreement will continue in full force and effect as
to effectuate to the greatest extent possible the
parties' intent.
14. Governing Law.
The parties agree that this Agreement shall be
governed by the laws of the State of California, as
applicable to agreements made and to be performed in
such state, without regard to principles of
conflicts of law.
15. Arbitration.
Any controversy, claim or dispute between the
parties to this Agreement arising out of, in
connection with, or in relation to the
interpretation, validity, performance or breach of
the Agreement shall, at the request of either party,
first be resolved to the exclusion of a court of law
by binding arbitration, in accordance with the
Commercial Arbitration Rules of the American
Arbitration Association. The arbitrator(s) shall be
empowered to award relief which is legal and/or
equitable in nature.
16. Attorney's Fees.
In any or all proceedings brought to enforce rights
under this Agreement, the prevailing party shall be
entitled to receive its reasonable attorney's fees
and costs.
17. Consequential Damages.
Neither Provider nor Reseller will be liable for any
special, incidental or consequential damages.
18. Client-user List.
In the event of a cessation of operation of
Provider, Provider will furnish Reseller with a list
of all client-users, referred by Reseller during the
term of this Agreement, including names, addresses
and phone numbers, within ninety (90) days notice of
cessation of business.
19. Further Assurances.
Each of the parties hereto shall execute and deliver
any and all additional documents and shall do any
and all acts and things reasonably required in
connection with the performance of the obligations
undertaken in this Agreement and to effectuate in
good faith the intent of the parties.
20. Appendixes.
The attached appendixes are part of this agreement:
Appendix A - Service Terms and Conditions and
Appendix B - E-mail Policies.
21. Notices.
All notices and all correspondences pursuant to this
Agreement shall be sent to the parties at the
following respective addresses:
Provider Reseller
Global Pacific Internet GTC Telecomm
000 Xxx Xxxx Xxxxx South 0000 Xxxxxx Xxx. #P3
Ste. 0000 Xxxxx Xxxx, XX 00000
Xxxxxx, XX 00000
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized
representatives as of the date first above written.
"PROVIDER" "RESELLER"
Global Pacific Internet
By: /s/Xxxx Xxxxxxxxx By: /s/Xxxx Xxxxxx
Xxxx Xxxxxxxxx, President
DATE:
1/26/99 Date: 1/25/99
000 Xxx Xxxx Xxxxx Xxxxx, Xxxxx 0000, Xxxxxx, XX 00000
HQ Phn: (000) 000-0000 Fax: (000) 000-0000
xxx.xxxxxxxxx.xxx
RESELLER AGREEMENT, EXHIBIT A:
Provider Reseller
Global Pacific Internet GTC Telecomm
000 Xxx Xxxx Xxxxx South 0000 Xxxxxx Xxx. #P3
Ste. 0000 Xxxxx Xxxx, XX 00000
Xxxxxx, XX 00000
SERVICE
1. Itemized Description of Service(s) for Resale:
A. Unless otherwise stated, the CIR (Committed Information
Rate) will exceed 25% of the customer ordered bandwidth.
2. Rate (Price) of Service(s) and Commissions offered:
A.Setup Fees: $1,500.00 (standard setup)
B.Monthly Service Fees: 80% of then current GPI list price
3. Service Equipment sold to Reseller Clients:
4.Payment Terms:
50% of Setup and First Month Svc fee due with order
50% of Setup (balance) and Last Month Svc fee due on
activation*
*activation is when client side radio/modem can access the internet
5.Payment Due:1st of each month
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized
representatives as of the date first above written.
"PROVIDER" "RESELLER"
Global Pacific Internet
By: /s/Xxxx Xxxxxxxxx By:/s/Xxxx Xxxxxx
Xxxx Xxxxxxxxx, President
Date: 1/26/99 Date: 1/25/99
