EXHIBIT 10.2
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ASD Certified Service Provider (CSP) Agreement
Welcome to the ASD Certified Service Provider, (CSP) network. We have pre-
approved you as an ASD CSP; (Certified Service Provider) based on your
application. Final approval / certification is contingent upon the execution of
this agreement and integration into ASD's proprietary software. Once certified
as an ASD Certified Service Provider your company will receive the necessary
technical support and training on the software.
This Agreement dated ________ day of ______________, 199_, by and between
_______________________________________________with offices located at
____________________________________________ (herein referred to as CSP) and ASD
Systems, Inc. (ASD) a Texas Corporation, with general offices at 0000 Xxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000.
Whereas CSP is desirous of using ASD's proprietary software and / or fully
integrating their software and / or other systems into ASD's proprietary
software and CSP network for the purpose of obtaining final approval and
Certification from ASD.
Whereas ASD is willing to make available access to it's proprietary software for
the sole purpose of servicing customers / clients of ASD and /or customers /
clients of other CSPs for which ASD will be compensated for the use of it's
software or other services provided as outlined in attached exhibits.
Now therefore, in consideration of the mutual covenants and agreements contained
herein, the parties hereto agree as follows:
When your company has attained final approval and ASD has awarded your company
Certification status you will agree to use the emblem and title of the CSP
program as required in the attached exhibits and only in a form approved by ASD
Systems.
This CSP Agreement and any related documents are the complete agreement
(collectively "the agreement") regarding your participation in the CSP Program
and replaces any oral or written communications between us.
By signing below each of us agrees to the terms of this Agreement. Once signed,
any reproduction of the Agreement made by reliable means (for example,
reprinting, photocopying or facsimile) will be considered an original to the
extent permitted under applicable law.
Our approval of your company is not an approval for you to purchase any of the
software offered by ASD Systems.
Our certification of your site / company will be subject to periodic review and
re-certification.
The term "Certified Site" means a site controlled and operated by you that meets
the requirements as stated in the Exhibits. ASD will confirm in written form the
certification of your site/s.
The CSP is an independent contractor. Neither of us is a legal representative or
agent of the other. Neither of us is Legally a partner of the other. Neither of
us is responsible for the debts incurred by the other. Neither of us is an
employee or franchisee of the other, nor does this Agreement create a joint
venture between us.
Each of us is free to enter into similar agreements with others, and
Neither of us will assume nor create any obligations on behalf of the other nor
make representations or warranties about the other, other than those authorized.
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Neither of us will bring legal action against the other more than two years
after the cause of action arose, unless otherwise provided by local law without
the possibility of contractual waiver, and
Failure by either party to insist on strict performance or to exercise a right
when entitled does not prevent either party from doing so at a later time,
either in relation to a specific default or any subsequent one.
Either party may terminate this agreement without cause upon 30 days written
notice unless otherwise specified in the attached exhibits.
CSP agrees:
1. for the certified location , to achieve the necessary level of
integration to maintain the required service levels outlined in the
exhibits attached. Each CSP site must be certified and meet the
service and skill requirements as required by the attached exhibits.
2. to allow and / or permit ASD to use their name, logo, trade xxxx
and / or service xxxx in print or other advertising acknowledging
their participation with ASD and others in the CSP Program as long as
the use of such is consistent with the CSPs desired and / or previous
use
3. to provide and maintain all equipment necessary to perform the
required services outlined in each exhibit at the service levels
requested.
4. that ASD will provide CSP with information regarding or access to
ASD's proprietary software and other capabilities. CSP acknowledges
and agrees that it shall have no right, title, interests or license of
any nature in any computer programs, formats, screens, protocols or
software used in connection with the performance of the services under
this agreement provided by ASD including without limitation, those
developed in whole or in part by ASD.
5. and recognizes the proprietary and confidential nature of ASD's
proprietary software and ASD's sole and exclusive rights to the
Proprietary Software. CSP further recognizes the value and importance
of keeping the programs contained in the software confidential and
agrees to utilize commercially reasonable efforts to keep and maintain
the confidentiality of the software. Further, CSP specifically agrees
not to duplicate any portion of the software without the expressed
written consent of ASD Systems and not to disclose it to any third
party or any employee who does not have a need to know for the
purposes which ASD is allowing access to the software. CSP agrees not
to use the Proprietary Software for other than the furtherance of this
agreement.
6. to comply with the highest ethical principles in performing
services under this agreement
7. to keep and maintain all the necessary equipment used in
conjunction with this program in good working order at all times
8. to promptly notify ASD of any loss of capability or connectivity.
Failure to report such loss may result in termination of this
agreement and immediate loss of Certification and/or access to ASD's
software.
9. for sales leads provided by ASD, the CSP will report to ASD the
results of the lead. The CSP will not withhold any information about
the outcome of the lead or the interaction with the prospect and will
cooperate with ASD in the sales process if so requested by ASD.
10. to report any and all transactions or other activity taking place
on the network through their connectivity to the ASD proprietary
software or interaction with other CSPs.
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11. that you and not ASD are responsible for the results you achieve
as a result of participating in the CSP program or using the ASD
proprietary software. ASD makes no implied representations or
warranties or claims regarding the performance of it's software.
12. to publish the emblem / trademark of the certification program on
their advertising material including web site in a way acceptable and
approved by ASD.
13. that the CSP's rights under this agreement are not property
rights and, therefore, the CSP cannot transfer them to anyone else or
encumber them in any way.
14. to be year 2000 (Y2K) compliant when necessary
15. that it is prerequisite to the proper performance of the ASD
proprietary software and services hereunder that CSP provide, in
advance, complete and detailed information about the business,
transactions, input, output, required reports, process, service
requirements and other matters (data) which could impact the systems
and / or services performance provided under this agreement and
attached exhibits.
16. to indemnify and hold ASD harmless from and against any and all
claims, liabilities suits, actions, fines, damages, losses, costs and
expenses, including reasonable attorney's fees, arising out of the
death of any person, or damage to or loss or destruction of any
property, program, loss of any business arising out of the performance
of this agreement or participation in the CSP program.
17. that all material which has or will come into the possession of
the CSP in connection with this agreement or the performance thereof,
consists of confidential or proprietary data or information, or unique
software programs whose disclosure to or use by other than ASD
authorized third parties will be damaging. Both parties therefore
agree to hold such material and information in the strictest
confidence, not to make use thereof other than for the performance of
this agreement, to release it only to employees and ASD sales leads
requiring such information for the performance of this agreement or
evaluation of ASD's software for the purpose of utilization under this
agreement.
Notices. Notices required or permitted to be given the parties under this
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Agreement shall be in writing and shall be sufficiently given when delivered in
person, via facsimile, by overnight mail or by certified or registered letter
to:
TO: TO: ASD Systems, Inc.
0000 Xxxxxx Xx., Xxxxx 000
Xxxxxxx, XX 00000
ATTN: Xxxx Xxxxxxx
Fax: 000-000-0000
or to such other addresses or to such other individuals that the parties may
designate from time to time, in writing.
Severability. If any provision of this Agreement should be construed or held to
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be void, invalid, or unenforceable, by order, decree of judgment of a court of
competent jurisdiction, the remaining provisions of this Agreement shall not be
affected thereby but shall remain in full force and effect.
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Paragraph Headings. Headings as to the contents of particular paragraphs are
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provided for convenience only and are in no way to be construed as part of this
Agreement or as a limitation of the scope of the particular paragraph to which
they refer. All Exhibits hereto are subject to the provision of their
agreement.
Controlling Law. The validity, interpretation and performance of this Agreement
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and any dispute connected herewith shall be governed and construed in accordance
with the laws of the State of Texas.
Miscellaneous. This Agreement, together with any agreement of even date
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herewith and signed by the parties hereto, constitutes the sole and only
agreement between the parties hereto pertaining to the within subject matter,
and, effective as of the date of this Agreement, supersedes and cancels any and
all other oral or written agreements or understanding between or assumed by the
parties or either of them with respect to the subject matter of Agreement, but
without prejudice as to any liability which may have accumulated thereunder. No
modification or amendment of this Agreement shall be effective unless submitted
and agreed to in writing by the duly authorized representatives of the parties
hereto. No modification or amendment of any provision of this Agreement shall
be construed as a waiver, breach or cancellation of any other provision. No
waiver by either party with respect to any breach or default or of any right or
remedy, and no course of dealing, shall be deemed to constitute a continuing
waiver of any other breach or default or of any other right or remedy, unless
such waiver be in writing and signed by the party to be bound.
Non-Solicitation. CSP, or any other affiliated company or subsidiary agrees not
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to use, contract with or hire any ASD Certified Service Provider, employee or
ex-employee of ASD or ASD Business Partner during the terms of this Agreement or
for a period of two (2) years after termination of this Agreement for any
services whatsoever offered by ASD or contemplated to be offered by ASD or have
been previously offered by ASD, without prior written approval from ASD.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized respective representatives on the day and year
first above written.
ASD SYSTEMS, INC.
BY: /s/ BY: /s/
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Typed Name: /s/ Typed Name: Xxxx Xxxxxxx
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Title: /s/ Title: President and CEO
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