EXHIBIT 10.28
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COMMISSION SALES AGREEMENT
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This Agreement is entered into as of November 23, 2004 by and between
Power2Ship, Inc., a Nevada corporation with its principal place of business at
000 Xxxxx Xxxxx Xxxx, Xxxx Xxxxx Xxxxxxx 00000 (hereinafter referred to as
"ASP"), and AWI (Associated Warehouses Inc.), a Marketing and Sales Agent with
its principal place of business at 0000 Xxxx Xxxxxxx Xxxxxx Xxxxxx, XX 00000
(hereinafter referred to as "MSA").
WHEREAS, MSA is a marketing and sales agent responsible for soliciting
freight transactions (loads or trucks); and
WHEREAS, ASP is a property broker in interstate or foreign commerce,
licensed to conduct brokerage under Federal Highway Administration docket
MC-467847-B; and
WHEREAS, ASP proposes to contract the services of MSA for the purposes
stated in this Agreement;
NOW THEREFORE, In consideration of the mutual promises and covenants
between them, MSA and ASP agree as follows:
1. MSA DUTIES.
a) MSA will market the ASP solution for transportation transactions to
its clients.
b) Such marketing will include but not be limited to its existing clients
as of the date of this agreement. For additional clients, MSA will
submit a prospect notification report to ASP for any entity that shows
interest in the P2S application, prior to initiating the sales
process. ASP will notify MSA within 48 hours of receipt of a prospect
notification report, approving or declining authorization to initiate
the sales process.
c) MSA may market the solution to future members who join MSA from time
to time.
d) MSA will, at the commencement of this contract, provide to ASP a
listing of all existing MSA members.
2. COMPENSATION.
a) For each MSA client that contracts with ASP as a P2S Member Shipper,
MSA will be compensated 2% of the ASP markup for transacted business.
b) For each MSA client that contracts with ASP as a P2S Member Carrier,
MSA will be compensated 2% of the ASP markup for transacted business.
c) For each MSA client that contracts with ASP as an Agent, MSA will be
compensated 8% of the agent marked up amount over the ASP published
price.
d) ASP will receive 7% of the agent markup over the ASP published price.
e) MSA member / ASP Agent will receive 85% of the agent markup over the
ASP published price.
f) Should MSA wish to become an Agent of Power2Ship network the Agent
agreement will be executed between the two parties in 2005 when the
program is available.
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3. TRAINING - ASP agrees to provide training for MSA in order for MSA to
independently conduct P2S application demonstrations with approved shippers
& carriers.
4. CONFIDENTIALITY. MSA acknowledges that this relationship gives it access to
special knowledge of the ASP's motor carriers, organization and business
methods which could be harmful to ASP if used for any purpose other than
the promotion of ASP's business as provided in this Agreement. MSA thereby
agrees that it will not solicit any of ASP's Customers. MSA agrees that in
the event of any breach of the covenants contained in this paragraph ASP
will be entitled, in addition to any other rights and remedies, to an
injunction or restraining order restraining MSA from committing or
continuing to commit any breach of these provisions, and MSA hereby
consents to the issuance of such injunction or restraining order or other
equitable relief without bond or other security and without the necessity
of actual damage to the ASP.
5. TERM OF AGREEMENT. The initial term of this Agreement shall begin on the
date stated above and shall continue for one year with automatically
renewable on a month to month basis thereafter, or until terminated by
either party upon thirty (30) days written notice.
6. ASSIGNMENT. This Agreement may not be assigned or otherwise transferred by
MSA, nor shall MSA enter into any subcontract or any other arrangement with
any other person, partnership, or corporation concerning any of the
obligations assumed by MSA under the provisions of this Agreement.
Violation of this provision or any of the regulations, rules or policies
promulgated by ASP, or any unlawful conduct of MSA, shall constitute full
and sufficient reason for immediate termination of the Agreement by ASP,
without recourse.
7. NEWS RELEASES. Neither party shall make any news release or public
announcements, confirmations, or denials with respect to the terms and
conditions of all or any part of this Agreement without the prior review
and consent of the other party (such review to be promptly conducted and
such consent not to be unreasonably withheld), provided that either party
may make such disclosure of this Agreement and its terms as its legal
counsel deems necessary in connection with regulatory disclosure
requirements.
8. SEPARABILITY AND SAVINGS CLAUSE. If any provision of this Agreement shall
be held invalid by operation of law or by any tribunal of competent
jurisdiction, or if compliance with or enforcement of any provision should
be restrained by such tribunal pending final determination as to its
validity, the remainder of the Agreement or the application of such
provision to persons or circumstances other than those as to which it has
been held invalid or as to which compliance with or enforcement of has been
restrained, shall not be affected thereby.
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9. JURISDICTION. This Agreement shall be deemed to have been drawn under
Florida Law. If there is a dispute, any legal action must be brought in
Florida and Florida's laws shall apply, without regard to its conflict of
laws rules.
ASP: POWER2SHIP, INC. MSA: Associated Warehouse Inc.
000 Xxxxx Xxxxx Xxxx 0000 Xxxx Xxxxxxx Xxx.
Xxxx Xxxxx, Xxxxxxx 00000 Xxxxxx, Xxxxxxxxxx 00000
By: /S/ Xxxxxxx Xxxxxx By: /s/ Xxxx Xxxxxxxx
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Xxxxxxx Xxxxxx Xxxx Xxxxxxxx
President Vice President
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