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EXHIBIT 8.3
VALUE ADDED RESELLER AGREEMENT (VAR)
AMERICAN ACCESS TECHNOLOGIES, INC.
and
DATASTAR COMPUTER SYSTEMS, INC.
THIS AGREEMENT effective this 11th day of February, 1998, between American
Access Technologies, Inc. (AATK), and DataStar Computer Systems, Inc.,
(DataStar), outlines the relationship between the two parties.
DataStar desiring to further its ability to fulfill its mission of providing
innovative products and services, while enhancing its competitive position, and
AATK, desiring to increase its market share through a VAR relationship with
DataStar, agrees to the following arrangement:
AGREEMENT DATE: This agreement is effective February 11, 1998 and shall continue
until February 11, 2001, unless earlier terminated as set forth herein. Parties
agree to work jointly toward developing the market share for AATK products
throughout the Texas region.
PERFORMANCE AND CONFIDENTIALITY:
All information relating to DataStar and the conduct of its business shall
remain the property of DataStar and AATK shall maintain strict confidentiality
of such information at all times. Should this agreement be terminated for any
reason, parties will promptly return all information, records, and client
information to the other party.
In consideration of the extensive sales and marketing effort by DataStar to
provide for the development of market share for AATK products through the its
Region, and nationwide through DataStar's Nationwide Services Group (NSG), AATK
agrees to an exclusive reseller arrangement with DataStar in the State of Texas
(Region) for a period of three (3) years. This exclusive arrangement is subject
to the following conditions:
a) DataStar will provide AATK with project registration forms,
and forecast reports on a quarterly basis, outlining the
development of business relative to AATK products.
b) DataStar will demonstrate an active marketing effort,
including columns written for trade publication, joint
marketing material development, white paper development, etc.
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c) DataStar will actively market the AATK product line through
it's direct sales force.
d) DataStar will meet or exceed the cumulative quota units as
forth in this agreement as Exhibit "A".
e) The exclusive arrangement does not pertain to those
relationships AATK has entered into as of effective date of
this agreement. A list of current distributors is attached and
incorporated herein as Exhibit "B".
f) In the event that a Distributor or Reseller located outside of
the State of Texas (other than those listed in Exhibit "B"),
sells AATK product directly to an end user company located in
the State of Texas, DataStar shall receive directly from AATK,
a compensation of Five (5%) Percent of the total
manufacturer's list sales price of product supplied.
g) DataStar is responsible for its selling expenses related to
travel and entertainment, and direct marketing, unless
otherwise agreed to in writing prior to incurring an expense.
APPLICABLE PRODUCT DISCOUNT: In consideration of this agreement and the
commitment made by both parties, AATK shall provide DataStar with a product
discount as outlined in Exhibit "C" incorporated herein.
PURCHASING ARRANGEMENT: AATK will make available to DataStar all product lines
when purchases are made through an appointed servicing VAR distributor with
additional discounts as outlined in Exhibit "C".
CONDUCT OF BUSINESS: DataStar and AATK will represent each other in a moral and
ethical manner at all times, and perform in a positive demeanor with clients and
employees at all times.
TERMINATION: This agreement is for a term of three (3) years and is
automatically renewed each year thereafter unless either party gives written
notice of its intent to cancel the agreement. The cancellation notice must be
given to the other party at least thirty (30) days prior to the anniversary date
of this agreement.
NEW PRODUCTS: Parties agree that it is their intent to work toward a long-term
relationship for development and marketing of new Products. AATK agrees that as
long as DataStar performs well under this Agreement, AATK will continue to bring
new Products to DataStar for market development in the Texas region.
PRICE AND PRODUCT PROTECTION: AATK reserves the right to change List
Prices at any time and agrees to give DataStar thirty (30) days written notice
of any such chance. The current products and List Prices offered for sale are
attached as Exhibit "D".
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In the event AATK lowers its prices or alters the discounts available to all
VAR's, DataStar shall have the right to request price protection for Products in
specification or inventory. Upon such request, AATK will grant a credit to
DataStar in an amount equal to the difference between the price paid and the new
price (including additional discounts) for each such product. All unshipped
product will be billed at the lower cost.
FORCE MAJEURE: Neither party shall be liable for any delays in performance
caused by acts of God, civil or military authority, fires or other circumstances
beyond their reasonable control.
ENTIRE AGREEMENT: This is an entire agreement incorporating any and all
agreements and any future modification, adjustments, additions, and/or changes
to this agreement shall be made in writing, and executed by both parties.
ARBITRATION: Parties agree that should any dispute arise in the administration
of this agreement, the dispute shall be resolved through arbitration under the
rules of the American Arbitration Association, with its location in Orange
County Florida.
NOTICES: Notices required under this agreement shall be dispatched, postage
prepaid as follows:
Seller: American Access Technologies, Inc.
000 X. Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx Xxxxxxx, XX, 00000
Distributor: DataStar Computer Systems, Inc.
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX, 00000
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
written above.
By: /s/ Xxxx Xxxxxxxx By /s/
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Title: President Title: Sec/Treasury, CFO
------------------------- ------------------------
Company: DataStar Computer Company: American Access Technologies, Inc.
Systems, Inc
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EXHIBIT "A"
VOLUME (QUOTA) AGREEMENT
The following is a minimum purchase quantity of AATK's Zone Cabling Termination
Cabinets for the three year period of this agreement:
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PERIOD ZONE CABLING TERMINATION CABINETS
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February 11, ]995 - February 10, 1999 500 Units
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February 11, 1999 - February 10, 2000 1,000 Units
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February 11, 2000 - February 10, 2001 2,500 Units
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EXHIBIT "B"
DISTRIBUTOR LISTING
The following is a list of existing arrangements for distribution of AATK's
products that are excluded from this agreement:
1. Alltel Supply, Inc.
2. AMP Incorporated
3. Anicom, Inc
4. Anixter, Inc.
5. Arrow Electronics, Inc
6. Capco Communications, Inc.
7. CED - American Electric, Inc
8. Xxxxxxx'x Mining & Electrical, Inc
9. Com-Stor, Inc
10. Core Data Com, Inc
11. Energy Electrical Cable, Inc.
l2. Graybar
13. Xxxxxx Supply,lnc.
14. Xxxxxx Micro
]5. Kent Datacom, Inc.
16. Lucent Technologies, Inc.
17. Xxxxx DSV Resource Center
18. Sprint North Supply
19. State Electric Supply Co. (West VA)
20. Southern Distributors
21. Tech Data, Inc
22. Wescon, Inc.
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EXHIBIT "C"
PRICE DISCOUNT ARRANGEMENT
The list price of AATK's products will be discounted by a servicing distributor
w ith a twenty (20%), ten percent (10%) and five (5%) chain discount. The
following is an example of the zone cabinet to house hubs and routers which has
a list price of $ 1.043 with the final price to the VAR of $713.12
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DISCOUNT LEVEL PERCENT PRICE TO VAR
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List Price 100% $1,043.00
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Discount Xxxxx 0 20% $ 834.40
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Discount Xxxxx 0 10% $ 750.96
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Discount Xxxxx 0 5% $ 713.12
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NOTE:
1) Prices reflected above includes transportation with orders of six or
more zone cabinets. Expedited (airfreight) orders is available at an
extra cost.
2) A Unit Price of $750.00 each shall apply for the initial order of
ninety-four (94) units with the following hardware configuration
including transportation to DataStar.
Each Unit Shall Consist of:
- One Each Model ZCTC1024-HR-BAL-33
Hub & Router Enclosure w/easy access BAL33 penetrations.
- Two Each FP-B33-25 Kits
Accessory & Fining Kits
- One Each 1U-XX-XX Assembly
For Mounting Equipment on top of Hubs & Routers
3) The servicing distributor for purchase orders, shipping, coordination
and invoicing until further notice, shall be:
Southern Distributors
X.X. Xxx 000000
Xxxxxxxx, Xxx., 00000-0000
Fax 000-000-0000
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EXHIBIT "D"
Current Products & List Prices
of
American Access Technologies, Inc.
ENCLOSURES: List
1. ZCTC1024-LP-BAL-33 Standard enclosure with a new face $ 775.00
(must use two FP-B33-25 kits per unit)
(Consolidation-distribution point)
2. ZCTC1024-LP-Bal-00 Standard enclosure with a new face $ 758.00
(conduit entry and exit only)
(Consolidation-distribution point)
3. ZCTC1024-HR-BAL-33 Hubs & Routers Enclosure w/ easy access $1,084.00
BAL-33 penetrations. (Must use two FPB33-
25 kits)
4. ZCTC1024-HR-BAL-00 Hubs & Routers Enclosure w/ conduit
entry only. (No FP kits needed.) $1,043.00
5. ZCTC 0822-RF Consolidation enclosure for a 8"
raised floors. (Non-plenum) $ 346.00
Capacity up to 192 port 4/pr.
6. ZCTC 0622-RF Consolidation enclosure for a 6" 346.00
raised floor. (Non-plenum)
Capacity up to 9Lport 4/pr.
ACCESSORIES & FITTINGS:
1. FP-B33-25 Foam kit plenum rated
Kit includes 24 foam sheets $ 47.00
(3 1/4"X3"X 1/4")
2. FP-C33-25 Foam kit non-plenum rated $ 22.00
Kit includes 24 foam sheets
(3 1/4" X 3" X 1/4")
3. GK-LP-1 Grommet kit for cable entries $ 11.34
(replacement kit)
4. S0-2U Stand off bracket 2U (3.50") $ 20.20
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5. S0-4U Stand off bracket 4U (7.00") $28.03
6. HRMP Hub & Router Mounting Plate $41.22
(This plate mounts on top of the Hubs
& Routers to hold and configure patch
panels and connecting devices.)
7. 1US This is a one "U" short bracket for $11.34
mounting (1 3/4") wire management,
24 port patch panels or fiber module
brackets. Short (1U X 2 1/4' Tall)
8. 1UL Bracket $11.95
mounting (1 3/4") wire management,
24 port patch panels or fiber module
brackets. Long (1U X 3 1/4" Tall)
9. 2US This is a 2 "U" short bracket for $15.66
mounting (3 1/2") equipment.
3 1/2" X 3 1/4" Tall
10. 2UL This is a two "U" Long bracket for $15.66
mounting (3 1/2") equipment.
3 1/2" X 3 1/4" Tall
11. BNS Bay Networks 1U bracket (to mount $24.32
hubs or router to the equipment mooning
plate.) Comes in pr. 2 per set
12. BNL Bay Networks 2U bracket (to mount $25.14
hubs or router to the equipment mounting
plate.) Comes in pr. 2 per set
13. 3CS 3COM 1U Mounting brackets (pr) $26.17
14. 3C2 3COM 2U Mounting brackets (pr) $28.44
15. DM-STD Equipment mounting plate (Standard $41.11
unit - old style.)
16. XX-XX Equipment mounting plate (New LP $44.11
style for Hubs & Routers
17. DM-HRC Equipment mounting plate (New HR $48.23
style for Hubs & Routers - Cisco
18. G-28 Fan Motor for the HR Unit. (Specify CFM) $68.84
Replacement part
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19. G-28-T 12 Volt transformer for the fan motor. $12.98
Replacement part
20. G-28-G Fan motor gasket. $ 3.92
Replacement part
KNOBS: REPLACEMENT PARTS
1. RBK Round black knob. (old style - door) $11.54
2. TBK Thumb knob / Black (door) $13.81
3. LTK Locking thumb knob (door) $30.71
4. TLK Tool type locking knob (door) $35.04
ASSEMBLIES: For mounting equipment on top of the Hubs & Routers
1. 1U-XX-XX Equipment mounting plate to install patch $79.96
panels and such type of devices. Using a 1 U
inch Hub. (Parts assembled; 1-XX-XX, 2-2US,
2-2UL, 2-1US)
2. 2U-XX-XX Equipment mounting plate to install patch $83.45
panels and such type of devices. Using a 2U
thick Hub. (Parts assembled; 1-XX-XX, 4-2US,
2-2UL, 2-1 US)
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