COMMISSION AGREEMENT
Exhibit
10.D.01
This
Commission Agreement (" Agreement") is between OptiCon Systems, Inc., with
a
principal place of business at Tollway Plaza Center, 00000 Xxxxx Xxxxxx Xxxxxxx
Xxxxx 000, Xxxxxx, XX 00000 ("Opticon" or "Company") and Management Solutions
International, Inc., a Florida corporation with a principal place of business
at
000 Xxxxxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxx 00000 ("MSI" or "Agent")
and its partners in Europe.
In
consideration of the mutual agreements and covenants herein contained, the
parties hereto agree as follows:
1.
AGENCY: OptiCon appoints MSI as its non-exclusive agent for the following
purposes:
To
sell
OptiCon's software to customers located throughout Europe and the Middle
East.
2.
INDEPENDENT CONTRACTOR: This Agreement shall not render the Agent an employee,
partner, or joint venturer with the Company for any purpose. The Agent is
and
will remain an independent contractor in his or her relationship to the Company.
The Company shall not be responsible for withholding taxes with respect to
the
Agent's compensation hereunder. The Agent shall have no claim against the
Company hereunder or otherwise for vacation pay, sick leave, retirement
benefits, social security, worker's compensation, health or disability benefits,
unemployment insurance benefits, or employee benefits of any kind.
3.
DUTIES: The following duties shall be required of MSI:
MSI
shall
use its best efforts to facilitate sales of OptiCon Software to customers
located in Europe and the Middle East.
The
following duties shall be required of OptiCon:
OptiCon
Systems, Inc, at their own expense, shall provide MSI will all necessary
documentation and materials required in order to facilitate MSI's sales efforts.
This includes, but is not limited to; brochures, marketing materials, product
specification, test results, requests for quotes and responses, and business
cases. OptiCon will be responsible for driving the sales process including
but
not limited to: Presentations, proposals and contract negotiations.
4.
COMMISSION: As compensation for MSI's services, OptiCon shall pay MSI the
following commission percentage: 10% of the gross revenue received as a result
of MSI's efforts to sell OptiCon Software to potential customers located
throughout Europe and the Middle East. MSI agrees to notify OptiCon in writing
when they establish a company as a prospect. These notifications will become
an
attachment to this contract and all of the provisions of this agreement.
OptiCon
agrees to pay these commissions to MSI within 10 days after OptiCon's receipt
of
payment from the end customer for the duration of the R&D out of the
project.
5.
TERM:
The term of this Agreement shall commence on the Effective Date and shall
expire
one (1) year thereafter ("Initial Term"), and shall be automatically renewed
for
an additional six (6) months unless terminated by either party in writing
thirty
(30) days prior to the expiration of the InitialTerm.
6.
MODIFICATION: This Agreement may not be modified except by amendment reduced
to
writing and signed by both Company and Agent. No waiver of this Agreement
shall
be construed as a continuing waiver or consent to any subsequent breach
thereof
7.
ENTIRE
AGREEMENT: This Agreement sets forth the entire agreement and understanding
between the parties relating to the subject matter herein and supersedes
all
prior discussions between the parties. No modification of or amendment to
this
Agreement, nor any waiver of any rights under this Agreement, will be effective
unless in writing signed by the party to be charged. Any subsequent change
or
changes in the Agent's duties or commission will not affect the validity
or
scope of this Agreement.
8.
GOVERNING LAW: CONSENT TO PERSONAL JURISDICTION: TIllS AGREEMENT WILL BE
GOVERNED BY THE LAWS OF THE STATE OF Texas WITHOUT REGARD FOR CONFLICTS OF
LAWS
PRINCIPLES. AGENT HEREBY EXPRESSLY CONSENTS TO THE PERSONAL JURISDICTION
OF THE
STATE AND FEDERAL COURTS LOCATED IN THE STATE OF Texas FOR ANY LAWSUIT FILED
THERE AGAINST THE AGENT BY THE COMPANY ARISING FROM OR RELATING TO THIS
AGREEMENT.
9.
SEVERABILITY: If one or more of the provisions in this Agreement are deemed
void
by law, then the remaining provisions will continue in full force and
effect.
10.
ATTORNEY FEES: In the event that this Agreement becomes subject to litigation
between the parties hereto, the parties agree that the prevailing party shall
be
entitled to an award of attorney's fees, costs, and the prevailing statutory
interest from the other party.
11.
ADDITIONNAL ACKNOWLEDGMENTS: Both parties acknowledge and agree that: (a)
the
parties are executing this Agreement voluntarily and without any duress or
undue
influence; (b) the parties have carefully read this Agreement and have asked
any
questions needed to understand the terms, consequences, and binding effect
of
this Agreement and fully understand them; and (c) the parties have sought
the
advice of an attorney of their respective choice if so desired prior to signing
this Agreement.
12.
FURTHER DOCUMENT: If any other provisions or agreements are necessary to
enforce
the intent of this document, both parties agree to execute such provisions
or
agreements upon request.
This
Agreement, consisting of 3 pages, including this page, is entered into this
the
25th day of April, 2006.
|
/s/
Xxxxx
Xxxxxx
|
April
25, 2006
|
|
Xxxxx
Xxxxxx, Vice-President
|
Date
|
|
Management
Solutions International
|
|
|
/s/
Xxxx Xxxxxxxx
Xxxxxx
|
Xxxxx
27, 2006
|
|
Xxxx
Xxxxxxxx Xxxxxx, President
|
Date
|
|
OptiCon
Systems, Inc.
|
