Computer Business Sciences, Inc.
Dealer-Master Agent Agreement and License
ARTICLE 1 - 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 Progressive Polymerics
International, Inc.
RECITALS
.IT IS MUTUALLY CONTEMPLATED AND AGREED AS FOLLOWS:
WHEREAS, 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",
"Talkie-Globe", "Talkie-Fax", "Talkie-Dial", "Talkie-Query", "Talkie-Trans",
"Talkie-Ad", "Talkie-Form", "Talkie-Mail", "Talkie-Audio", "Talkie-Gen", "BCS",
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 Reseller 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
A
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
000-00 Xxxxx Xxxxxxxx - Xxxxxxxx, XX 00000
Tel. (000) 000-0000 - Fax (000) 000-0000. E-mail InfoSys 00@xxx.xxx
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 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 marks 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", "Talkie-Gen", "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 the said sales system, or in
association with the idea of an Long Distance Reseller of telephone service, and
cellular service of software, hardware, all, providing standardized, high
quality, and distinctive service;
(2) A distinctive and readily recognizable design and service;
(3) The color scheme, pattern and design, and the color combinations of the
exteriors and interiors of said products and marketing tools;
(4) Appearance of certain of said marketing tools, structures, and the
distinctive trademarks, service marks, design, slogans, name and matter now or
hereafter displayed thereon, or used as part thereof;
(5) The trade marks, trade names, service marks, insignia, emblems, software
documentation, software, hardware, signs, designs, color or patterns, and other
distinctive features, as now or hereafter in use as part of the sales System,
both as identifying the System of CBS, and as identifying the type, character,
and standard of quality of service which the public may expect to receive from
businesses and services of Master Agent
NOW, THEREFORE, in consideration of the foregoing, CBS and Master Agent, hereby
mutually agree as follows*
ARTICLE 2 - GRANT OF CBS AND RELATED LICENSES
A. Names and Marks to be Licensed
Subject to the provisions of this agreement, CBS hereby grants to Master Agent a
Dealership ( "Dealership") , without any territory or exclusivity, to operate a
Dealership business ("Business") offering CBS software, hardware, products, and
services utilizing at Master Agent's option CBS formats, methods, standards,
operating procedures and the MARKS (identified in Section (_) of Exhibit (_)
which is annexed hereto and made a part hereof bv this reference) for a term of
three (3) years commencing on the date of
execution hereof. Termination or expiration of this Agreement constitutes
termination or expiration of the Dealership.
B. Territorial, Location and Customer Restrictions on License.
Master Agent hereby agrees that no territorial exclusivity has been implied or
offered by Licensor to Master Agent That, CBS reserves the right to approve
locations, and sites to be served.
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, type 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 Marks.
(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 firm, 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 learns 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 Master 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 ($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, Master 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.
ARTICLE 4 - DEALER'S OBLIGATIONS REGARDING OPERATIONS
A. Master Agent shall commence operations within ninety (30) days from he 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
December 1. of any calendar year. Master Agent recognizes that CBS shall has the
right to establish and adjust the 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 CBSs 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 by 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:
A.2. The performance of Work or any act or omission of Master Agent, its
Contractors, Subcontractors, sub-subcontractors, 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;
A.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.
B. 1. 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 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.
8. 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.
9. 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, pay 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 the party requesting indemnity
ARTICLE 6 - MASTER AGENT INSURANCE REOUIREMENTS:
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 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 omit 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 terns 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 "A-" (Excellent) Class "VH" in the most
recently published Best's insurance Report. If an insurer's rating falls below
"A-" (Excellent) Class "VII" 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 Insurance Report.
IL No act or omission of any insurance agent, broker or insurance company
representative shall relieve Master Agent of any of its obligations under this
Contract. .
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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
I
1. 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). (This limit may be provided
through 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 all of Contractor's Work
C. Personal injury and Advertising Liability coverage to Include Injury
sustained by any person as a result of an offense directly 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 coverage 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, U. S. Longshoremen's and Harbor 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.). 0
I. The following shall be named an additional insured in all insurance policies
required under this Contract:
J. 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 maximum 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. I
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 or survived 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 11 - 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.
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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 thereof 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 further 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 - HEADINGS
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 non-performance, notices of amount of
indebtedness outstanding at any time, protests, demands and prosecution of
collection, foreclosure and possessory remedies.
to do all acts and things herein provided for upon termination; to sell or relet
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 win 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 - RELATIONSHIP BETWEEN PARTIES
CBS and Master Agent are not and shall not be considered as joint venturers,
partners, agents, servants, employees or fiduciaries of each other or as,
franchisor 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. All 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 thereof 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 further 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 - HEADINGS
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 non-performance, 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 Agents 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 MANUAL.
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.
Ali 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, Inc.
By:
Witness: Progressive Polymerics International, nc.
/s/ Xxxxxxxx X. Xxxxx
By: Xxxxxxxx X. Xxxxx
STATE OF CALIFORNIA
:ss.: COUNTY OF LOS ANGELES
On this. 17TH day of February 1996, before me personally came Xxxxxxxx X. Xxxxx,
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 0000 Xxxxxx Xxx., Xxx Xxxxx, CA 9141 that he is the
President of Progressive Polymerics International, Inc., the Corporation that
executed the foregoing contract and that he is duly authorized by said
Corporation to sign his name on behalf of Progressive Polymerics International.
Notary Public
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Kimbo, Notary Publikc
Com. 1005028
Notary Public California
Los Angeles County, Exp. Jan 19, 1998
