EXHIBIT 10.22
MASTER DISTRIBUTOR AGREEMENT
This AGREEMENT is signed between PVI and Master Distributor as designated below:
PVI: Preferred Voice, Inc.
Suite #570
0000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxx x XXX 00000-0000
Phone: 000-000-0000 Fax 000-000-0000
MASTER DISTRIBUTOR: BEST VOICE, INC.
0000 XXXXXXXXX XXXXXX XXXXX XXXX.
XXXXX 000
XXXX XXXX, XX 00000
THIS MASTER DISTRIBUTOR AGREEMENT (hereinafter the "Agreement"), is made and
entered into as of the 29th day of December, 1998 by and between PVI, a
corporation organized and existing under the laws of the state of Delaware, and
Master Distributor, a corporation organized and existing under the laws of the
state of Florida.
BACKGROUND
PVI is in the business of providing certain voice recognition products and
services having multiple applications in the telecommunication industry
(collectively, the "Services").
Master Distributor is a member of an affiliated group of companies based in
Stuart, Florida which, through a network of agents and distributors, provide
various telecommunication related services including cellular, long distance,
and paging services. In order to increase its sales of the Services, PVI is
establishing a national distribution network through the creation of multiple
distributorships (the "Distributorships"). The Master Distributor desires to
establish a Distributorship and PVI has agreed to grant the Distributor the
distribution rights set forth herein. Accordingly in consideration of the mutual
covenants and agreements set forth below, PVI and Master Distributor agree as
follows:
OPERATIVE PROVISIONS
1 DEFINITIONS: (as used in this Agreement)
1.1 Master Distributor means the company as noted herein that has
purchased the right to market PVI products and services within
but not limited to certain market areas.
1.2 Distributor means a legally established corporation, entity,
or individual qualified to sell and/or distribute PVI's
Services under Master Distributor.
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1.3 Dealer means a legally established corporation, entity, or
individual qualified to sell and/or distribute PVI's Services
under Master Agreement Distributor and/or Distributor.
1.4 Agent means a legally established corporation, entity, or
individual retained by the Master Distributor, a Distributor,
or Dealer to sell PVI's Services directly to End-Users.
1.5 End-Users means customers using and paying for PVI's Services.
1.6 Xxxx(s) means any trademark, service xxxx, trade dress of
trade name which PVI may designate, use, or adopt from time to
time to identify its Services.
1.7 Services means any telecommunication service(s) or equipment
offered by PVI.
1.8 Proprietary Information means any information, written or
oral, including, without limitation, any technical and/or
design information on the Services, and any information
relating to the present or future business operations,
financial condition, plans, sales, marketing and promotional
efforts, customers and price lists of PVI and its subsidiaries
and affiliates disclosing such information, and all other
information of any kind which may reasonably be deemed
confidential or proprietary, including, without limitation,
this Agreement and its terms.
1.9 National Account/Affinity Group will mean but not be limited
to, certain national, regional groups/companies that operate
in areas with multiple locations. For example, PVI currently
provides services for members of the National Association of
the Self Employed (NASE).
2 APPOINTMENT & DUTIES OF MASTER DISTRIBUTOR
2.1 Subject to the provisions of Section 2.2 hereof, PVI hereby
appoints Master Distributor, and Master Distributor hereby
accepts appointment, as PVI's non-exclusive Master
Distributorship in the area defined on Exhibit 1 attached
hereto.
2.2 Master Distributor shall market and sell the Services within
the assigned market area(s) at the prices set forth in Exhibit
2 attached hereto. The Master Distributor will shall have the
right to market PVI services outside the defined (Exhibit 1)
market area within the continental United States. PVI may
change the prices for its services at any time, or within the
time constraints dictated by certain telecommunication
tariffs, and/or other governing authority, which ever is first
to occur. PVI will not offer pricing lower than the pricing
defined herein to other Master Distributors or sub-agents
without making that same pricing structure available to the
Master Distributor. It is understood by the Master Distributor
that national accounts/affinity groups may require other rate
plans and PVI will not be required to offer those rate plans
to the Master Distributor. It is expressly understood that the
Master Distributor may market to national account/affinity
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groups and in those cases, when necessary, PVI will provide
marketing support to the Master Distributor that may include
special pricing. Any special pricing offered will be
approved by PVI and at PVI's sole discretion and the Master
Distributor will be eligible to earn commissions as further
defined herein. As stated, Exhibit 1 will define the Master
Distributor market area. PVI will not assign any other
Master Distributor in the same market area.
2.3 Master Distributor shall be paid commissions in accordance
with the commission schedule set forth in Exhibit 3 attached
hereto. Commissions shall be paid by the 15th day of each
month based upon collections during the prior month, as
appropriate. The commission rates may not be changed without
Master Distributor's prior written consent, except as
certain commission rates may be increased from time to time
by PVI as part of a sales promotion or incentive which may
be temporary in nature. Prior to Master Distributor's sale
of any additional Services on behalf of PVI, Master
Distributor and PVI shall mutually agree upon a commission
schedule particular to that Service, which schedule shall be
added as an Exhibit to this agreement. Commissions will be
paid on accounts sold outside the defined (Exhibit 1) Master
Distributor area, the commission rate will be the standard
PVI commissions defined herein less any Master Distributor
over-rides. Should the Master Distributor enter into a
contract with a national account/affinity group at the PVI
retail rates defined herein, the Master Distributor will be
awarded commissions, as defined herein, on all revenues
billed and collected (by terms defined herein). Should the
national account/affinity group contract for PVI services
through the Master Distributor at retail rates that are not
defined in this contract, PVI and the Master Distributor
will agree to a commission schedule for the specific account
and define the commission on an Exhibit to be attached to
this agreement.
2.4 Master Distributor may not enter into any joint venture, the
establishment with a new corporation, or acquire any
interest in a company (or entity) which competes with the
business of PVI through the manufacture and/or sale of
services which are substantially equivalent to, or
competitive with, PVI's Services. In the event that PVI
begins selling its services within the market area as
defined herein, by any means other than through Master
Distributor, the restrictions placed on Master Distributor
in this Section 2.4 shall terminate; provided that, for a
period of one year after PVI commences such other sales,
Master Distributor shall not solicit for a competitive
service any PVI end-user acquired by Master Distributor
during the term of this Agreement.
2.5 The Master Distributor will pay a fee to secure the Master
Distributorship for PVI's products and services as defined
herein and may vary by market area. The Master
Distributorship will be assigned a marketing (and the cost
for said marketing area) area defined by NPA's and may also
be defined by NXX's on the appropriate attachment contained
herein. THE MARKET AREA IS NOT TO BE CONSIDERED AN EXCLUSIVE
MARKETING AREA; however, this Master Distributor agreement
has certain compensation provisions defined in Exhibit 3,
that compensate the Master Distributor for any sales
activity within the Master Distributor area that is not
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directly related to its own marketing efforts and not
directly related to any national account/affinity marketing
by PVI (PVI WILL NOT BE RESPONSIBLE FOR PAYING COMMISSIONS
TO THE MASTER DISTRIBUTOR ON DIRECT NATIONAL ACCOUNTS
INCLUDING BUT NOT LIMITED TO AFFINITY GROUPS).
3 RIGHTS AND OBLIGATIONS OF MASTER DISTRIBUTOR
3.1 Master Distributor may market and sell the Services directly
or through any number of Distributors, Dealers, or Agents.
PVI shall not be a Party to any arrangements between Master
Distributor and its Distributors, Dealers, or Agents, nor
will PVI in any manner be bound, or have any legal
obligation in respect thereof. Master Distributor further
agrees that it is not, nor shall it represent itself to be,
the legal or authorized representative of PVI, nor shall it
assume or create any obligations or responsibility on behalf
of PVI, unless otherwise agreed upon, in writing, by PVI.
Also, it will be the Master Distributor's responsibility to
design sub-agent commission plans as it relates to the
Master Distributors business and the Master Distributor will
have the sole right to adjust those plans as required or as
necessary. However; this will not prevent PVI from
publishing a commission plan for agents/distributors that
are not Master Distributors.
3.2 Master Distributor shall use its best efforts to identify
and contract with Distributors, Dealers, and Agents, as
appropriate, and shall assist them in creating a market for,
promoting, and maintaining a demand for PVI's Services, as
well as, establishing an efficient network within the market
area defined herein, in order to obtain maximum sales of
PVI's Services. Master Distributor shall be solely
responsible for training and compensating all its
Distributors, Dealers, and Agents.
3.3 Master Distributor shall advertise PVI's Services in the
market area and participate in such trade shows and other
venues which will stimulate sales. Master Distributor shall,
in its sole discretion, determine the amount of any such
advertising and shall be solely responsible for the
resultant costs and expenses incurred. PVI may, at its sole
discretion, provide advertising at no expense to Master
Distributor, as it deems necessary. These activities shall
be considered in any determination of the inactivity clause
herein; however, any inactivity determination will remain
and always be at PVI's sole discretion.
3.4 Master Distributor shall send copies of all advertising and
sales promotion material and literature relating to the
Services to PVI for review and approval, prior to
distribution.
3.5 In all advertising, trade shows, conventions, and other
promotions, as well as in all sales and technical
literature, the name of PVI and the Trade Marks shall be
evidenced and respected. Master Distributor shall use the
Trade Marks in their original form, unless otherwise
approved in advance, in writing by PVI.
3.6 Master Distributor shall at all times maintain a sufficient
inventory of collateral support materials, for promotion,
advertising, signage, point-of-sale, record keeping,
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subscriptions and other items related to sales of the
Services. PVI will make available marketing materials as
such materials are available. Any such materials provided by
PVI to Master Distributor shall be provided free of charge
unless otherwise agreed by Master Distributor.
3.7 Master Distributor shall, forward any money collected for
PVI as it relates to the PVI services sold to an end user,
customer, or any other entity contracting for PVI services
as it relates to this agreement, on a weekly basis.
3.8 PVI will, in its best effort, encourage all potential agents
that contact PVI directly to work with the Master
Distributor within the Master Distributor area defined
herein. It is understood by both parties that in some cases
it may be necessary for PVI to work directly with certain
national account prospects or affinity groups within the
Master Distributor area and that due to the specific
agreements will not be liable for any over-rides or
commissions in any way. The national account or affinity
groups that PVI may market to will be defined and identified
by PVI and will be at the sole discretion of PVI.
3.9 Should PVI be acquired or merge with another company or
change ownership in any way, this Master Distributor
agreement shall remain in full force as long as the Master
Distributor is in compliance with the terms of this
agreement. PVI will include such language in any acquisition
or merger agreement.
4 PROPRIETARY RIGHTS INDEMNITY
4.1 If timely and promptly notified of any action (and all
claims relating to such action) brought against Master
Distributor, based upon a claim that use of the service
infringes a United States patent, trademark, service xxxx,
or copyright (an "Infringement Claim"), PVI shall defend
such action at its expense and pay the costs and damages
awarded in any such action, provided that PVI shall have
sole control of the defense of any such action and all
negotiations for its settlement or compromise. At any time
during the course of any Infringement Claim, or in PVI's
opinion, the Services are likely to become the subject of an
Infringement Claim, PVI will, at its option and its expense,
either procure the right to continue using the Service(s),
or replace or modify the same so that it becomes non-
infringing. PVI will not have any liability to Master
Distributor for an Infringement Claim, if such claim results
from Master Distributor's modification of the Services in
any manner.
4.2 The foregoing states the entire liability of PVI with
respect to an Infringement Claim. No costs or expenses will
be incurred by the Master Distributor in defense of any such
claim.
4.3 The purchase of the Services contemplated by this Agreement
may result in an implied license to the End-User to use the
Services patented by PVI. No license to make, sell, or use
the Services shall be created other than that explicitly set
forth in PVI's agreement with the End-Users.
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5 RIGHTS, SERVICES, AND OBLIGATIONS OF PVI
5.1 PVI reserves the right to modify the characteristics of its
Services. The Master Distributor shall be advised by PVI of
any significant changes in Service(s) specifications.
5.2 PVI shall provide the Master Distributor with all necessary
documents and system documentation, required to market and
sell the Services, which shall remain the property of PVI.
Such documents and documentation may be in written form or
transmitted by tape, diskettes, e-mail, or other software
media, as determined by PVI.
5.3 PVI shall provide the Master Distributor with all pertinent
technical and sales information and collateral support
materials referenced in Section 3.7 above, PVI shall inform
the Master Distributor on a regular basis about the
development of new Services and applications, trends, and
competition in the market.
5.4 PVI shall provide the Master Distributor with the training
free of charge and within reasonable limits. Persons
eligible for training are Master Distributor's sales
personnel. The Master Distributor shall be responsible for
all travel, lodging, and all other out-of-pocket expenses
related with the training of its personnel.
5.5 PVI Shall not assign more than one Master Distributor per
market area defined on Exhibit 1.
5.6 PVI shall:
(a) Develop and produce original copy (i.e. layout,
verbiage, plates, negatives, dies, and/or other setup
materials) of all necessary advertising and collateral
support materials for marketing the Services;
(b)Provide and maintain all equipment (hardware, software,
and co-location facilities) reasonably necessary to support
the PVI Services marketed and sold by the Master
Distributor;
(c) Provide and maintain the connectivity necessary to
provision the PVI Services marketed and sold by the Master
Distributor;
(d) Perform all fulfillment of the PVI Services marketed and
sold by the Master Distributor.
(e) Pay all Master Distributor commissions outlined herein,
on a monthly basis.
(f) PVI will in its best efforts at all times maintain the
network and equipment to provide the services defined
herein.
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6 LIMITATION OF LIABILITIES
PVI makes no warranties, expressed or implied, to the Master
Distributor with respect to the Services. The Master Distributor
agrees that PVI shall not be liable for any special, incidental,
indirect, or consequential damages, or for the loss of profit, revenue
or Services even if PVI shall have been advised of the possibility of
such potential loss or damage. PVI
7 DURATION AND TERMINATION OF THE AGREEMENT
7.1 This agreement shall be effective for an initial term
commencing on the date of this Agreement (i.e. date of
execution by both Parties) and ending three (3) calendar
years thereafter. If not terminated by notice by either
Party at least sixty (60) days prior to the end of the
initial term hereof or any renewal term, the Agreement will
be automatically renewed for an unlimited number if
successive one (1) year periods.
7.2 Either Party may, without incurring any liability to the
other Party, unilaterally and with immediate effect,
terminate this Agreement at any time by a written notice
sent to the other Party in the event that:
(a) The other Party fails, for any reason(s) whatsoever, to
perform any of its obligations under this Agreement and
fails to remedy such default within thirty (30) days after
the mailing of written notice of default and request for
cure; or
(b) The other Party becomes insolvent, files or is subject
to the filing of judicial process under any law relating to
bankruptcy or insolvency, consents to a receivership, adopts
an arrangement with creditors, is dissolved, enters into
liquidation, or ceases doing business.
(c) The Master Distributor uses the name of PVI, or any form
thereof, as a corporate name for doing business, or trade
name, or otherwise, without the prior written consent of
PVI.
(d) PVI will monitor all Master Distributor marketing. It is
understood by the Master Distributor that a requirement to
maintain the Master Distributorship is consistent marketing
efforts, to be defined but not limited to: consistently
adding new agents & dealers, the addition of new customers
at a rate expected by Master Distributors. Any inactivity,
AS DEEMED AT THE SOLE DISCRETION OF PVI, will be grounds for
termination of this Master Distributor agreement. Should
this inactivity section/point be exercised by PVI, the
Master Distributor will have the option of converting to a
standard PVI agent agreement. Also, all customers submitted
to PVI directly or through sub-agents/dealers and subsequent
commissions due will be paid as defined herein for the
length of this agreement. However, any commissions paid on
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new business submitted will be paid as defined within the
new agent agreement executed by both parties. A reasonable
ramp-up time will be extended and as long as customers and
agents are being added to sell and purchase PVI service, it
will constitute activity.
8 EFFECT OF TERMINATION
8.1 Upon expiration or termination of this Agreement, the Master
Distributor shall immediately (i) remove from its premises
all signs advertising the Services or which use the Marks,
(ii) cease to engage in advertising or promotional
activities concerning PVI's services and their use of the
Marks, (iii) cease to represent in any manner that the
Master Distributor has been designated by PVI as such, and
(iv) deliver to PVI at the Master Distributor's expense, all
price lists, sales manuals, service manuals, and any other
documents concerning PVI's Services which are in the Master
Distributor's possession.
8.2 Neither Party shall, in connection with the expiration and
or termination of this Agreement, has the right to claim any
indemnity reimbursement, or compensation for alleged loss of
clientele, goodwill, loss of profits on anticipated sales,
or the like, or have any other liability for losses or
damages resulting from the expiration termination. Each
Party acknowledges that it has decided and will decide on
all investments, expenditures, and commitments in full
awareness of the possibility of its potential losses or
damages resulting from such expiration or termination and
being willing to bear the risk thereof.
9 PROTECTION OF PROPRIETARY INFORMATION
9.1 The Master Distributor agrees to maintain in confidence and
not to copy, reproduce, distribute, or disclose to any Third
Party, without the prior written approval of PVI, any
Proprietary information.
9.2 All sales of the services (inclusive of license of the
Licensed Software) to Dealers and Agents are of the material
and tangible Services only. These sales, however, do not
include the sale of Services design (and source and/or
object codes pertaining to the Licensed Software) which are
Proprietary to PVI. To the extent any such property is made
available to the Master Distributor, it is done on a
confidential basis. The Master Distributor will neither
disclose circuitry design details nor principals, nor
software codes (of any kind related), nor copy them for
purposes of manufacture, nor attempt to reverse- engineer
(de-compile) to otherwise alter the Services for any Purpose
whatsoever.
9.3 With respect to the Proprietary Information relating to the
Master Distributor's business which is made available to PVI
by the Master Distributor to allow PVI to perform its
obligations under this Agreement, PVI will instruct its
personnel to keep such information confidential by using the
same care and discretion that PVI uses with data which PVI
designates as confidential. However, PVI shall not be
required to keep confidential any data which is or becomes
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publicly available, is already in PVI's possession, is
independently developed by PVI outside the scope of this
Agreement, or is rightly obtained form third parties. In
addition, PVI shall not be required to keep confidential and
may use for PVI's benefit any ideas, concepts, know-how, or
techniques relating to PVI's Services submitted to PVI's or
developed during the term of this Agreement by PVI personnel
or jointly by PVI and the Master Distributor's personnel.
9.4 The obligations of the Parties under this Section 9 shall
survive the expiration or termination of this Agreement, for
whatever reason, and shall be binding upon the Parties,
their successors and/or assigns.
9.5 The Parties knowledge that the obligations and promises
under this Section 9 are of a special, unique character
which gives them particular value, and that a breach thereof
could result in irreparable and continuing damage for which
there can be no reasonable or adequate damages, remedy, or
compensation in an action of law. Each Party shall be
entitled to injunctive relief, a decree for specific
performance, and/or other equitable relief in the event of
any breach, or threatened breach by the other of its
obligations or promises under this Section 9, in addition to
any other rights or remedies which it may possess (including
monetary damages, if appropriate).
10 GENERAL
10.1 This Agreement shall be interpreted and its effect shall be
determined in accordance with the laws in the State of
Texas.
10.2 The Master Distributor consents to venue in, and the
jurisdiction of, the courts of Texas and agrees that any
dispute arising under this Agreement shall be resolved in
such jurisdictions, at PVI's option. However, PVI reserves
the right to bring suit in any court of competent
jurisdiction.
10.3 This agreement cannot be assigned or sold to any third party
or any other entity, without the prior written approval of
PVI.
10.4 All notices and demands of any kind which either Party may
require or desire to serve upon the other shall be in
writing or by facsimile, and shall be delivered by personal
service or by mail at the address of the receiving Party set
forth below (or at such different addresses as may be
designated by such party by written notice to the other
Party). Such notice shall be deemed received on the earlier
of (i) the date when was actually received or (ii) in the
case of mailing, five (5) business after being deposited in
the United States mail, postage prepaid, registered, or
certified receipt requested and properly addressed, or (iii)
if by facsimile when the sending Party shall have received
facsimile confirmation that the message has been received by
the receiving Party's facsimile machine. If notice is sent
by facsimile, a confirmed copy of such facsimile shall be
sent by mail to each address.
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The address and facsimile numbers of the Parties, for purposes of the
Agreement are as follows:
PVFI MASTER DISTRIBUTOR
Preferred Voice, Inc. Best Voice, Inc.
0000 Xxxxxxxxxx Xxx., Xxx. 000 0000 Xxxxxxxxx Xxxxxx Xxxxx Xxxx.,
Xxxxxx, XX 00000-0000 #203
Xxxx Xxxx, Xxxxxxx 00000
Facsimile: 000-000-0000 Facsimile:000-000-0000
Attention: G. Xxx Xxxxxx Attention: Xxx Xxxxxx
10.5 Any provision of the Agreement held to be invalid under
applicable law shall not render this Agreement invalid as a
whole, and in such event, such provision shall be
interpreted so as to best accomplish the intent of the
Parties within the limits of applicable law.
10.6 A valid contract binding upon PVI and the Master Distributor
comes into being upon execution of this agreement by duly
authorized representatives of PVI and the Master
Distributor. This agreement contains the exclusive terms and
conditions between the Parties hereto with respect to the
subject matter hereof, and does not operate as an acceptance
of any conflicting or additional terms and provisions of the
Master Distributor's agreements with Distributors, Dealers
or Agents, which shall not be deemed to alter the terms
hereof. Amendments to this Agreement may be effected only in
writing, when signed by the Parties hereto specifically
stating it is intended to amend this Agreement.
10.7 Costs of Enforcement:
If any action is commenced by either Party concerning this
Agreement, the Party which substantially prevails in such
action will be entitled to a judgement against the other
Party for the costs of such arbitration or action, including
court cost, reasonable expenses of litigation, and
reasonable attorneys' fees.
IN WITNESS WHEREOF, PVI and the Master Distributor hereby have duly executed,
signed, and initialed each page of this Master Distributor Agreement in
duplicate on the dates indicated hereon.
/s/ Xxxxxxx X. Xxxxx /s/ Xxx X. Xxxxxx
--------------------- -----------------------------
Xxxxxxx X. Xxxxx 12/29/98 Master Distributor 01/04/99
Vice-President Authorized Signature Only
Sales & Marketing (The above signature has the
Preferred Voice, Inc. authority to legal bind the
company to the terms and
conditions of this agreement)
Print Name:
-----------------------------
Xxx X. Xxxxxx
President
Best Voice, Inc.
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EXHIBIT I
Market Area Fee: $25,000.00
Market Area:
Area Codes: 561, 954, 305
1. All NXX's (exchanges are included and defined as NXX's as part defined area).
2. Should any of these area codes split and a new area code be created by
the local phone company, the new area code(s) and NXX's will become
part of the market area and be added to this agreement.
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EXHIBIT 2
PRODUCT 1
EMMA TELEPHONE RECEPTIONIST
PRODUCT DESCRIPTION: EMMA TR is the world's first central office "voice auto
attendant".
PRODUCT APPLICATION: EMMA TR is a viable way for business' to answer their
phones professionally, 24 hours a day 7 days a week. EMMA's predatory pricing
and user friendly features are revolutionary to a $2.3 billion market that has
not had any competition to date.
TARGET MARKET.: All companies that require an attendant during office hours and
after hour answering services.
PRODUCT FEATURES & BENEFITS:
X Consistent professional receptionist X 24 hours 7 days a week
X 50% less cost than competition X Local locate
X Extended local calling X No CPE required
PRODUCT DISTRIBUTION: A franchise approach will be used for product deployment.
A "Master Distributor" will be secured in each market area, the most likely
candidates will be current TAS, voice mail and paging providers with established
customers within the specific market area.
PRODUCT PRICING:
X $19.95 per answered line X Expanded local dialing - (varies)
X $4.95 local locate X $49.95 Set-up fee
X $4.95 Per personal directory X $0.12 Long distance dialing
DISTRIBUTOR COMMISSIONS: Up-front and residual commissions can be earned
COMPETITION: Telephone Answering Services, Paging Companies and Voice Mail
Companies.
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EXHIBIT 2
PRODUCT 2
EMMA VIRTUAL PERSONAL ASSISTANT
PRODUCT DESCRIPTION: EMMA VPA is a revolutionary product that addresses four
important areas for the average business person: time management, connectivity,
single number locate and affordability. It allows the business user to never
miss a call and allows them the ability to receive a call, via the revolutionary
ability to call forward a personal 800 toll free number to any number, from any
phone anywhere at anytime. It allows them to screen out calls to voice mail that
they wish not to take and utilize the most advanced speaker independent voice
recognition technology, to place calls by speaking the name of the individual or
business they wish to call from their pre-programmed voice directory. Best of
all it is reliable, convenient, user friendly and the predatory pricing makes it
affordable for everyone.
PRODUCT APPLICATION: EMMA VPA is specifically designed for the business person
that is on the move or dealing with multiple time zones. They can receive calls
from their cellular phone, office phone, home phone, hotel phone, clients phone,
friend or clients cellular phone, friends home phone etc. Basically the business
person can receive a call anytime anywhere from any phone. They also have the
ability to screen calls to voice mail that they do not want. They will also be
able to put into storage their Palm Pilots and address books with all of their
contacts and phone numbers loaded into their voice directory by PVI. They simply
speak the name from their directory and the call is completed. This service is
an affordable answer to the four aforementioned challenges to the business
person today: time management, connectivity, single number locate and low cost
for service.
TARGET MARKET: Local, regional, national and international business travelers.
Large corporations right down to the home based business and individuals.
PRODUCT FEATURES & BENEFITS:
X Single number X Home base pricing
X Single number locate X Voice dialing directory
X Call screening X No numbers to remember
X Availability at all times X No manual dialing
X Ultimate customer service X Eliminates hard fraud
X Becomes LD calling card X Local access to voice directory
X Time Management X Connectivity
PRODUCT DISTRIBUTION: Affinity Groups, Telecom Resellers, Internet Service
Providers, Multi-Level Marketing Companies, Paging Companies, Executive Suites,
Shared Tenant Providers and TAS Companies.
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PRODUCT PRICING:
X $4.95 - 800 number reservation X $4.95 call screening
X $0.12 per/min - home base calls X $5.00 Local locate
X $0.22 per/min - outside home base X Expanded local dialing (varies)
X Adds moves & changes ($.025) X $29.95 Set-up fee
DISTRIBUTOR COMMISSIONS: Up-front and residual commissions can be earned.
COMPETITION: Certain companies that offer locate type functions through voice
mail today such as, Wild Fire and various other non-voice touch tone activated
service. The problem the competition faces against the PVI EMMA product line is
they are not competitively priced (due to their equipment architecture costs and
software deficiencies) and they are not user friendly, unlike EMMA.
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EXHIBIT 2
PRODUCT 3
EMMA VIRTUAL OFFICE
PRODUCT DESCRIPTION: EMMA Virtual Office creates an identity and a professional
answering service for companies that have offices in more than one location.
PRODUCT APPLICATION: XXXX X.X. is a product designed for companies and
consultants that are in different offices/locations. It could be different
offices in the same city or offices in a located different states. It gives the
company the appearance of one central office/location. EMMA answers the phone
professionally and connects the caller to their party or sends the call to their
current voice mail system.
TARGET MARKET: Business people that work from home, companies with offices in
more than one location and consultants that work on projects for consulting
firms. Realtors such as Re Max and others.
PRODUCT FEATURES & BENEFITS
X Consistent professional receptionist X 24 hours 7 days a week
X Call Screening X Single number locate
X Call forwarding to remote offices X No CPE required
X Time management X Connectivity
PRODUCT DISTRIBUTION: A franchise approach will be used for product deployment.
A "Master Distributor" will be secured in each market area, the most likely
candidates will be current TAS, voice mail and paging providers with established
customers within the specific market area.
PRODUCT PRICING:
X $19.95 Monthly cost X $49.95 Set-up fee
X $4.95 Per one number locate X Expanded Local (varies)
X $4.95 Locate screening X $0.18 per minute
X $.05 Per call cost (local)
DISTRIBUTOR COMMISSIONS: Up-front and residual commissions can be earned
COMPETITION: Wildfire and touch tone driven services.
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EXHIBIT 2
PRODUCT 4
EMMA FRIENDS & FAMILY
PRODUCT DESCRIPTION: EMMA family & friends is a common directory that close
friends & families call each other with. Each user would have the family 800
number and be able to speak the name or location of a member of the directory
and connect to each other.
PRODUCT APPLICATION: Many families are scattered across the state and country.
This EMMA service allows you to always stay in touch, whether it is for normal
everyday communication or in the case of an emergency. Grandparents can provide
their grand-children with a number that they can reach them on, the parents can
provide the grand-parents a number that they can reach them anywhere, PVI will
provide nap- sack tags for the smaller children and even dog tags can be ordered
with the family 800 number on the tag. The convenient easy to use speaker
independent voice directory will be pre-programmed with all of the parties
numbers: office, home, cellular etc. This product also comes with a locate
feature so that if your children or other family members need you, you can
easily be found no matter where you are: work, lake house, home, vacation EMMA
will find you. This EMMA service can also be set-up with a "fraud free"
guarantee, which is great for college bound children. As with all EMMA products
family & friends is priced for all budgets.
TARGET MARKET: Families and friends.
PRODUCT FEATURES & BENEFITS:
X Emergencies X Only one number to remember
X Fraud control X Connectivity
X Everyday communication X Single number locate
PRODUCT DISTRIBUTION: Affinity Groups, Telecom Resellers, Internet Service
Providers, Multi-Level Marketing Companies, Paging Companies.
PRODUCT PRICING:
X $4.95 - 800 number reservation X $4.95 call screening
X $0.12 per/min - home base calls X Local locate no cost
X $0.22 per/min - outside home base X Expanded local dialing (varies)
X Adds moves & changes ($.025) X $29.95 Set-up fee
DISTRIBUTOR COMMISSIONS: Up-front and residual commissions can be earned.
COMPETITION: None that has been identified other than 800 numbers offered by the
long distance carriers that terminate at the home (one number) only.
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EXHIBIT 2
PRODUCT 5
EMMA INTERNATIONAL DIRECT
PRODUCT DESCRIPTION: EMMA I.D. will allow companies that would like to have a
presence in the United States with their own toll free 800 number. EMMA will
call forward the 800 number to an office(s) internationally.
PRODUCT APPLICATION: EMMA I.D. allows a company that is doing business in the
states to forward calls to an office located internationally for handling.
Currently companies that are located in other countries cannot have an 800
number that terminates into another country. This is the only 800 number that
allows voice call forwarding to single or multiple locations. In addition, when
companies that use this service have employees traveling in the states the 800
number becomes a calling card.
TARGET MARKET: International companies doing business in the United States that
do not have offices here or need to send calls to an international office for
handling.
PRODUCT FEATURES & BENEFITS:
X Consistent professional receptionist X 24 hours 7 days a week
X Intelligent Call Forwarding X Smart calling card
X Single number dialing for customers X No CPE required
PRODUCT DISTRIBUTION: A franchise approach will be used for product deployment.
A "Master Distributor" will be secured in each market area, the most likely
candidates will be current TAS, voice mail and paging providers with established
customers within the specific market area. Affinity groups will also secure
business opportunities for this product.
PRODUCT PRICING:
X $9.95 per month X $99.95 Set-up fee X Per minute charges based on country
DISTRIBUTOR COMMISSIONS: Up-front and residual commissions can be earned
COMPETITION: Wildfire and touch tone driven services.
17
EXHIBIT 2
PRODUCT 6
EMMA CORPORATE DIRECT
PRODUCT DESCRIPTION: EMMA C.D. offers the ability to any customer/company
instant connectivity to any employee that has EMMA VPA.
PRODUCT APPLICATION: EMMA C.D. allows a company to enhance their EMMA VPA
service. The companies EMMA VPA numbers are loaded into a data-base that is
assigned its own 800 number. By dialing the 800 number and speaking the name of
the person you will be automatically connected to their VPA locate number.
TARGET MARKET: This can be a
PRODUCT FEATURES & BENEFITS
X Consistent professional receptionist X 24 hours 7 days a week
X Intelligent Call Forwarding X Smart calling card
X Single number dialing for customers X No CPE required
PRODUCT DISTRIBUTION: A franchise approach will be used for product deployment.
A "Master Distributor" will be secured in each market area, the most likely
candidates will be current TAS, voice mail and paging providers with established
customers within the specific market area. Affinity groups will also secure
business opportunities for this product.
PRODUCT PRICING:
X $9.95 per month X $99.95 Set-up fee
X Per minute cost X
DISTRIBUTOR COMMISSIONS: Up-front and residual commissions can be earned
COMPETITION: Wildfire and touch tone driven services.
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EXHIBIT 3
EMMA VPA, FF, ID, CD Commission Schedule:
30% Per 800 number reservation
10% Residual commission paid on the per minute billing 50% one time set-up fee
All commissions are paid on collected revenue only
EMMA TR & VO Commission Schedule:
50% per month (Per line answered) 30% per month (One number locate) 50%
Set-upfee (One time Commission)
$1.00 Per month (EMMA TAS Territory Over-ride)
All commissions paid on collected revenues only
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