EXHIBIT 10
MASTER DISTRIBUTORSHIP AGREEMENT
BETWEEN
WEBTECH WIRELESS INTERNATIONAL
WEBTECH WIRELESS INC.
AND
GLOBAL AXXESS CORPORATION LIMITED
19 JUNE 2002
TABLE OF CONTENTS
RECITALS............................................................................................................3
Interpretation......................................................................................................3
Term................................................................................................................4
Distribution Rights.................................................................................................4
Ordering Products...................................................................................................5
Prices and Terms of Payment.........................................................................................5
Shipment and Risk of Loss...........................................................................................6
Product Warranties..................................................................................................7
Right to Manufacture................................................................................................8
Right to Assemble...................................................................................................8
Use of Name and Trademarks..........................................................................................8
WebTech's General Obligations.......................................................................................9
Distributor's General Obligations..................................................................................10
Indemnities........................................................................................................10
Patent Indemnity...................................................................................................10
Limitation of Liability and Remedies...............................................................................11
Representations and Warranties.....................................................................................11
Proprietary Information............................................................................................12
Technology Escrow..................................................................................................13
Assignment.........................................................................................................13
Default............................................................................................................13
Termination........................................................................................................13
General Provisions.................................................................................................14
SCHEDULE A.........................................................................................................16
SCHEDULE B.........................................................................................................17
SCHEDULE C.........................................................................................................18
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MASTER DISTRIBUTORSHIP AGREEMENT
THIS AGREEMENT dated for reference 19 June 2002 is between WEBTECH WIRELESS
INTERNATIONAL, a Barbadian corporation of Palm Court, 28 Pine Road, Belleville,
St. ▇▇▇▇▇▇▇, Barbados, and WEBTECH WIRELESS INC., an Alberta corporation of
▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇, and fax at ▇▇▇ ▇▇▇ ▇▇▇▇; and
GLOBAL AXXESS CORPORATION LIMITED, an Irish company of ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇,
▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇ of Ireland, and fax at ▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇.
RECITALS
WHEREAS:
A. WebTech Wireless International's parent, WebTech Wireless, has developed
a wireless vehicle tracking, communications and telematics system
composed of hardware and software that it calls the Quadrant System(TM)
and has agreed to grant Global Axxess the exclusive right to distribute
the Quadrant System(TM) in Europe.
B. Global Axxess has assembled a team of experienced marketing and sales
professionals for the purpose of marketing and selling the Quadrant
System(TM)in Europe and elsewhere in the world.
C. This agreement sets out the terms and conditions of the parties'
agreement.
IN CONSIDERATION of the following mutual covenants and for valuable
consideration paid by each party to the other, the receipt and sufficiency of
which are acknowledged, THE PARTIES agree that:
INTERPRETATION
1. In this agreement:
a. "Delivery Date" means the date on which WebTech delivers Products to
a carrier for shipping according to Distributor's purchase order.
b. "Distributor" means Global Axxess Corporation Limited.
c. "Effective Date" means the day on which all parties have signed this
agreement.
d. "Order Acceptance" means a written confirmation of the terms of a
purchase order.
e. "Products" means the hardware and software listed on Schedule A and
any product developed by WebTech that permits wireless tracking,
transmitting or archiving of data or any combination of the three
functions.
f. "Term" means two years from the Effective Date.
g. "Territory" means the countries named in Schedule B.
h. "Unit" means a single one of any of the WebTech hardware devices
described as a Product.
i. "WebTech" means WebTech Wireless International and WebTech Wireless
Inc. jointly and severally.
2. All references in this agreement to
a. $ are references to United States dollars unless otherwise indicated,
b. time are references to the time in Vancouver, Canada,
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c. days are references to calendar days.
3. This agreement includes Schedules A, B and C, without which this
agreement is not effective. The defined terms in the schedules are
defined in this agreement.
TERM
4. This agreement expires at the end of the Term. Distributor may renew this
agreement at the end of the Term if Distributor has ordered the minimum
number of Units required by paragraph 7. If Distributor intends to renew
this agreement, it must notify WebTech in writing at least thirty days
before the Term expires. The parties will negotiate in good faith the
prices and minimum quantities of Products to reflect WebTech's
development of new products and changes in its manufacturing costs and
market conditions prevailing at the time of the renewal. Any reference to
Term in this agreement includes a renewal of this agreement beyond the
end of the first Term.
Distribution Rights
5. WebTech grants Distributor the exclusive right to distribute the Products
in the Territory.
6. Distributor must request WebTech's written consent to distribute outside
of the Territory. WebTech may withhold its consent only if it has granted
another party the exclusive right to distribute the Products where
Distributor proposes to sell the Products outside of the Territory.
WebTech's written consent for new territories would include, but is not
limited to, terms and conditions such as minimum order and market
support.
7. To retain the exclusive right to be the sole distributor of the Products
in the Territory, Distributor must order a minimum of 1,000 Units in the
first year of the Term and a total of 7,000 Units by the end of the Term
for delivery as set out in Table 1. To confirm the deliveries,
Distributor must deliver to WebTech a purchase order setting out the
quantities of each Unit, the delivery dates, and the prices. Distributor
will pay for each purchase order as provided in paragraph 18.
Table 1
Exclusive Right Order
--------------------------------------------------------------------------------
Number Purchase order date
of Units (number of days after Effective Date)
--------------------------------------------------------------------------------
50 As requested by Distributor
150 45
200 105
200 165
200 225
200 285
6,000 At the rate of 500 Units per month during the second year of the Term
-------
7,000
--------------------------------------------------------------------------------
8. Intentionally deleted and left blank.
9. Distributor may not, for as long as it retains exclusive distribution
rights in the Territory, actively market in the Territory products that
compete directly with the Products, but may enter agreements with
manufacturers or suppliers of products that provide complementary or
synergistic products that enhance the products and services that
Distributor offers.
10. If WebTech consistently fails to deliver Products within thirty days of
the agreed delivery date, then Distributor may market, buy and re-sell
competing products without losing its exclusive distribution right in the
Territory.
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11. As a master distributor, Distributor may sub-license any of its rights
under this agreement to other distributors within the Territory. A
sub-licence agreement cannot create an agreement directly between the
sub-licensee and WebTech or give a sub-licensee recourse to WebTech in
any circumstance.
12. WebTech knows that Distributor may choose to incorporate subsidiary
companies or other business organisations for the purpose of marketing
and selling Products in different jurisdictions and consents to
Distributor's granting subsidiary companies and affiliated organisations
the right to market the Products on terms of Distributor's choosing
providing the terms do not conflict with this agreement.
13. Neither a sub-licence agreement nor a right to market the Products
granted by paragraph 11 or 12 constitutes an assignment of this
agreement.
ORDERING PRODUCTS
14. Initial minimum order
a. Distributor will order a minimum of 50 Units at the prices listed on
Schedule A within thirty days of the Effective Date and pay 100% of
the purchase price when it places the order. WebTech acknowledges
that Distributor has placed the initial minimum order and paid the
purchase price.
b. WebTech will deliver the Units ordered in the initial minimum order
to Distributor as Distributor requests them.
15. Subsequent orders
a. Distributor must
i. deliver purchase orders to WebTech by hand, by e-mail followed
by a copy by fax, in which case the date of the e-mail governs,
by fax alone, or by any other medium that the parties accept in
writing, and
ii. include in its order the number of Products ordered, the price,
the delivery dates, and the destination for delivery.
b. WebTech will e-mail and fax an Order Acceptance to Distributor within
seven days of its receiving a purchase order. If WebTech is unable to
fill Distributor's purchase order, it must disclose in the Order
Acceptance the reason for its inability to deliver.
c. Distributor may cancel any order within seven days of its delivering
the order to WebTech by delivering a written notice of cancellation
to WebTech. If Distributor cancels an order after WebTech has
delivered an Order Acceptance then Distributor is liable to WebTech
only for 20% of the purchase price of the cancelled order.
Distributor is not liable to WebTech for any costs if it cancels an
order before WebTech has delivered an Order Acceptance. WebTech will
refund all or part, as applicable, of the deposit that Distributor
has paid for a cancelled order within thirty days of its receiving
Distributor's notice of cancellation.
PRICES AND TERMS OF PAYMENT
16. WebTech will charge Distributor the prices for the Products that are set
out on Schedule A unless the prices are changed by the parties' mutual
agreement. All prices are FOB WebTech's plant and do not include any
taxes or duties that may be levied on the sale. Distributor must pay all
costs of shipping and insurance and any taxes or customs duties that may
be payable, which also includes Products under warranty.
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17. If the parties re-negotiate the prices on Schedule A, the prices
a. must be both competitive and allow Distributor to earn a reasonable
margin, and
b. cannot be higher than the lowest price it charges comparable
distributors for the same number of Products at the same time
anywhere outside of the Territory.
18. Invoicing and payment terms for Units. WebTech will invoice Distributor
for 50% of the purchase price within seven days of its receiving the
purchase order and the remainder of the purchase price on the Delivery
Date. The invoice for the remainder of the purchase price must include
proof of delivery. Distributor will pay 50% of the purchase price thirty
days before the Delivery Date and 50% on the Delivery Date.
19. Invoicing and payment terms for Quadrant VLS(TM). WebTech will invoice
Distributor monthly in advance for each Unit that is activated to the
Quadrant VLS(TM) service portal. Distributor will pay the invoice within
thirty days of the invoice date.
20. Paying invoices. Distributor will pay all invoices by wire transfer or as
the parties otherwise agree. WebTech will give wire instructions in its
invoice.
21. If Distributor asks for credit, it must provide whatever financial
information that WebTech reasonably requests to enable WebTech to
evaluate the risk. Any information provided is subject to the
confidentiality provisions of paragraphs 62 and 63 .
22. WebTech will grant credit based upon its evaluation of Distributor's
financial condition and prompt payment history. If Distributor does not
pay an amount when it is due, the unpaid amount is considered delinquent
and WebTech may
a. withdraw its credit approval,
b. cancel further orders,
c. demand that Distributor secure the delinquent amount or new orders
with a letter of credit, or
d. require that Distributor pay all or part of new or undelivered orders
in advance.
23. WebTech may take the actions outlined in paragraph 22 only if
a. it gives Distributor 15 days' written notice of its intent and an
opportunity to pay the delinquent amount, and
b. Distributor does not pay the delinquent amount and interest equal to
1.5% per month on the delinquent amount within 15 days of its
receiving the notice.
24. Distributor is liable for any costs, including reasonable attorney's
fees, that WebTech incurs if it is forced to implement collection
proceedings to recover delinquent amounts.
SHIPMENT AND RISK OF LOSS
25. WebTech
a. will deliver the Products that Distributor orders to locations and on
the schedules designated by Distributor in the purchase order,
b. will pack the Products for shipment and storage to meet commercial
standards and will choose the method of shipment and carrier unless
Distributor provides written instructions for the packing and
shipping,
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c. will insure each shipment against damage or loss from any cause en
route to the designated destination, and
d. may ship partial orders but must give Distributor a written notice of
its intention at least thirty days before the delivery date that
Distributor specified in its order.
26. Ownership and risk of loss shift to Distributor when WebTech delivers
ordered Products to the carrier.
27. WebTech is not liable for any failure to complete a delivery if the
failure is due to fire, embargo, strike, failure to secure materials from
its usual arm's-length suppliers, or any other circumstances beyond
WebTech's reasonable control that prevents WebTech from delivering
Products as requested. WebTech will promptly deliver the ordered Products
when the cause of the failure to deliver is remedied.
28. Distributor is liable to WebTech only for Products delivered and accepted
without notice of claim within fourteen days of Distributor's receipt at
the destination specified in the order.
PRODUCT WARRANTIES
29. WebTech will warrant and certify that it has performed its standard
factory inspection and acceptance tests of every Product that it ships,
that the Products conform to their then-current published specifications,
and that the Products are free from defects in materials and workmanship
under normal use and service for fourteen months from the Delivery Date.
If a Product malfunctions, fails to operate, or is otherwise defective
during the term of the warranty, WebTech will promptly replace it whether
the Product is owned by Distributor or a customer of Distributor.
30. WebTech expects the Distributor to set up a support organization in the
Territory once the minimum order described in paragraph 7 is delivered to
Distributor. Distributor's customers must then ship Products under
warranty to that organization for repair.
31. WebTech's sole obligation to Distributor under this warranty is to repair
or replace without charge any Product found to be defective. Distributor
must return the Product within 30 days of identification of the defect,
freight prepaid, to the factory or service centre that WebTech
designates. WebTech may, at its option, either
a. repair the Product at Distributor's facility or at Distributor's
customer's site, or
b. replace the Product with the same Product or a new Product of
comparable function.
32. WebTech is not required to ship a replacement Product until WebTech has
examined the Product and confirmed that it is defective. If WebTech is
unable within a reasonable time to repair or replace the item, then
WebTech will either replace it with a Product of comparable function or
refund the purchase price.
33. This warranty does not cover expendable items, such as fuses or other
parts that fail from normal use, or to any Product that WebTech
determines has been subjected by Distributor or by another party to
a. operating or environmental conditions in excess of WebTech's written
specifications or recommendations,
b. damage, misuse or neglect, or
c. improper installation, repair or alteration.
34. WebTech warrants that all documentation that it supplies to Distributor
by any means, including printed and electronic media, accurately reflects
the capability of the Products. WebTech indemnifies Distributor for any
costs resulting from claims that a Product is materially different from
the Product advertised or represented in WebTech's documentation.
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35. Except as to title and as described in this agreement, WebTech provides
no other warranty for the Products and disclaims any implied warranty
arising out of trade usage or out of a course of dealing or course of
performance. WebTech does not guarantee the integrity of data during
transmission to the Quadrant VLS(TM), or warrant that the Quadrant
VLS(TM) will operate un-interrupted or error-free.
36. The warranty described under the heading "Product Warranties" is void if
Distributor has not followed the technical advice and instructions
provided by WebTech regarding the operation, inspection, and first-line,
after-sales support of the Products.
RIGHT TO MANUFACTURE
37. WebTech does not warrant that it will continue to manufacture any Product
indefinitely or for a specific time and may modify any specification or
characteristic of the Products or cease to manufacture or support a
Product. WebTech will give Distributor ninety days written notice of its
intention to remove a Product from its product line or cease to support
it, and thirty days notice if it must cease manufacturing a Product
because of an action of its suppliers. Distributor may continue to order
Products during the notice period and may, at its own expense,
manufacture any Product after WebTech discontinues its production if it
has an order and WebTech declines the order in writing unless WebTech has
a Product that has the same or similar functionality. WebTech will assist
Distributor, at Distributor's cost, by providing, among other things,
designs, ▇▇▇▇▇▇▇, test criteria, technical documentation, information on
suppliers, and tooling required to manufacture the discontinued Product
and ensure that its quality is consistent with the quality of Products
manufactured by WebTech.
38. Except as permitted by paragraph 37, Distributor will not manufacture any
product that competes directly with the Products.
RIGHT TO ASSEMBLE
39. WebTech will grant a licence to Distributor to assemble the Products at a
designated facility in the Territory after Distributor has placed the
initial minimum order described in paragraph 14. WebTech reserves the
right to approve the manufacturing facility and ensure that quality is
controlled to WebTech's standards, but cannot unreasonably withhold its
approval. The parties will negotiate the terms of the assembly licence,
including the cost of parts, quality control, and warranty coverage.
USE OF NAME AND TRADEMARKS
40. WebTech owns every interest in its name, trademarks, trade names and
logos, and nothing in this agreement grants Distributor an interest in
them.
41. Distributor may, in connection with the operation of the distributorship
authorised by this agreement but in no other connection,
a. publish that it is an authorised distributor of the Products, and
b. use WebTech's name, trademarks, trade names and logos to solicit
sales of the Products with WebTech's written approval, which it
cannot withhold unreasonably.
42. Distributor must comply with WebTech's instructions for the use of its
name, trademarks, trade names and logos.
43. Distributor may, with WebTech's written consent, brand the Products as
its own and must use the words "Powered by WebTech Wireless".
44. Neither party may use the other's name, trademarks, trade names, logos,
or any confusingly similar word or symbol, either in its own corporate
name or in any fictitious business name, nor, to the extent that it has
the power to control the use, permit another party to use them.
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45. Distributor will, immediately upon the termination of this agreement,
discontinue its use of WebTech's name, trademarks, trade name, logos, and
anything that indicates that it is a distributor of the Products and
return to WebTech all of the literature relating to the Products that
WebTech has supplied to Distributor.
WEBTECH'S GENERAL OBLIGATIONS
46. WebTech will, at its own cost unless otherwise stated,
a. unless excused by circumstances beyond WebTech's reasonable control,
promptly deliver to Distributor the Products that Distributor orders
to the locations that Distributor designates,
b. provide second-level help-desk support and all technical
documentation that is required by Distributor to enable Distributor
to provide first-level, after-sales support to Distributor's
customers,
c. ensure that the Products retain their certification according to
current standards (such as CE ▇▇▇▇) and are certifiable according to
future standards that may be required for the Product to be legally
saleable in the Territory,
d. if it redesigns any Product, be responsible for safety, homologation
and type approval for Products in the Territory, and will assist
Distributor with obtaining certifications for Products redesigned in
response to requests from Distributor by providing documentation,
information and advice about the re-designed Product,
e. promptly refer to Distributor all leads, prospects, and related
information that are directed to it or that it receives from
potential customers of the Products within the Territory,
f. if WebTech discontinues the manufacture of any of the Products,
continue, for a reasonable time after the discontinuance, to make
Products available to Distributor as is reasonably necessary to
honour warranties and to service the discontinued Products that
Distributor has sold,
g. at Distributor's expense, train on service selling, operation,
installation, and trouble-shooting and repair of the Products one
project manager, one sales manager and one technician assigned by
Distributor,
h. if it maintains an advertising program to develop awareness and
quality image for the Products, supply Distributor with sales
material and technical data relating to the Products in electronic
form so that Distributor can have them printed (at Distributor's
cost, if any) when Distributor requests them,
i. will continue to develop new products and provide reasonable
information about new products to allow Distributor to develop future
marketing plans, and
j. keep confidential any information that it obtains from Distributor
about Distributor's business.
47. WebTech will not
a. sell any Product to any person, other than Distributor, who resells,
leases or rents products similar to the Products within the
Territory, or to any person for that person's direct use in the
Territory or if the person orders the Product be delivered to a place
within the Territory,
b. impose retail prices for the Products or marketing limits on
Distributor, or
c. publish prices for the Products in any medium in or accessible in (on
the Internet, for example) the Territory.
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DISTRIBUTOR'S GENERAL OBLIGATIONS
48. Distributor will
a. devote its best efforts to promoting, selling, leasing and servicing
the Products to customers where it is authorised to sell them by this
agreement,
b. use the Products that it buys from WebTech to generate revenue only
by reselling Products to its customers but may use Products that it
buys for non-revenue-generating purposes, such as trial projects,
demonstrations, and certification procedures,
c. file this agreement with any governmental authority that requires it
in order for Distributor to carry on its business and pay any taxes
or other charges that the authority levies,
d. provide first-line after-sales support of the Products in accordance
with the technical information provided by WebTech,
e. share information obtained during the course of its business with
WebTech if Distributor believes that the information will improve the
Products' performance or identify new requirements and improve
WebTech's and Distributor's competitive edge, and
f. keep confidential any information that WebTech provides under this
agreement that is not intended to aid Distributor in making sales or
servicing its customers who have bought the Products.
49. Distributor may not, except as permitted by this agreement, develop
products that compete with the Products without first offering WebTech
the opportunity to develop the new product to Developer's specifications.
WebTech must notify Distributor of its acceptance or rejection of the
offer within fourteen days of its receiving the offer. If it does not
deliver its written notice within the time specified, then Distributor
may proceed to develop the new product to the specifications delivered to
WebTech. If Developer changes the specifications, it must again offer the
opportunity to WebTech and the same acceptance or rejection conditions
apply to the new offer.
INDEMNITIES
50. WebTech indemnifies Distributor against any claim and damage of any kind
arising out of any defects, failures, or malfunctions of any Product,
except those caused by Distributor or otherwise arising out of or
attributed, directly or indirectly, to Distributor's conduct, operations
or performance.
51. Distributor indemnifies WebTech against any claim and damage of any kind
for injury to or death of any person or persons and for damage to or loss
of property arising out of or attributed, directly or indirectly, to
Distributor's conduct, operations or performance.
52. Distributor acknowledges that the Products are not specifically designed
or intended for use as a component in the maintenance or operation of a
nuclear facility and indemnifies WebTech against any claim arising out of
such a use.
PATENT INDEMNITY
53. WebTech will, at its expense, defend Distributor against any claim that
any Product that it has sold to Distributor, or any documentation
accompanying or in connection with the Product, infringes a Canadian
patent or Canadian copyright and will pay all costs, damages and
attorney's fees that a court finally awards as a result of such a claim.
Distributor must promptly notify WebTech of a claim, cooperate fully with
WebTech in its defense, and give WebTech sole authority to control the
case and any related settlement negotiations. WebTech is not liable for
any settlement that Distributor makes without WebTech's written consent.
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54. If WebTech believes that any Product is likely to become the subject of a
claim, Distributor will permit WebTech, at WebTech's option and expense,
to attempt either to secure Distributor's right to continue using the
Product, or to replace or modify it so that it does not infringe without
materially affecting Distributor's ability to use it. If neither of these
alternatives is available on terms that WebTech believes are reasonable,
then Distributor will return the Products to WebTech at WebTech's
request, WebTech will refund the purchase price to Distributor, less a
reasonable amount for use, damage or obsolescence, and Distributor is
relieved of to the negative obligations set out in paragraph 9.
55. WebTech has no obligation to perform under the foregoing two paragraphs
for claims based upon
a. Distributor's modification of the Produce without WebTech's
authority; or
b. WebTech's compliance with Distributor's designs, specifications or
instructions, or
c. the combination or interconnection of the Products with any hardware
or software that WebTech has not supplied.
56. WebTech will provide sufficient information for Distributor to conduct
patent searches and defend itself against any patent infringement claim
in any country in which Distributor has sold or intends to sell Products.
LIMITATION OF LIABILITY AND REMEDIES
57. Neither party is liable to the other nor considered to be in default of
this agreement for
a. any failure or delay in performance that results from an act of God,
acts or regulations imposed by any governmental or international
authority, war or national emergency, terrorist activity, accident,
fire, strikes, lock-outs, industrial disputes or epidemics,
b. any loss of data, re-procurement costs, lost revenue or profits, or
for any other special, incidental or consequential damages that might
occur as a result of a party's performance or failure to perform
under this agreement even if the loss or damages were foreseeable or
the performing or non-performing party informed the other of their
potential.
58. The parties' only remedies in the circumstances described in paragraph 57
are set out in this agreement.
59. WebTech's total liability to Distributor for damages under this
agreement, unless otherwise provided in this agreement, is limited to the
price that Distributor paid for a Product.
REPRESENTATIONS AND WARRANTIES
60. WebTech International and WebTech each represents and warrants that:
a. It is a corporation formed and in good standing under the laws of its
incorporation.
b. It owns the rights to the Products and has granted no other party the
right to distribute them in any way that will conflict with the
rights granted to Distributor in this agreement.
c. Any Product that it re-designs will be of the same or superior and
certifiable quality as the original Product.
d. It has the corporate capacity to make and perform this agreement.
e. It has the right to grant the rights granted under this agreement,
the granting of the rights does not violate any patent or other
property right held by another party, and Distributor's exercise of
its rights under this agreement does not violate any patent or
property right held by another party.
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f. Its making this agreement does not cause it to breach any other
agreement.
g. The person who has signed this agreement on its behalf is authorised
to accept its terms and conditions and bind its performance on its
behalf.
61. Distributor represents and warrants that:
a. It is a corporation formed and in good standing under the laws of
Republic of Ireland.
b. It has the corporate capacity to make and perform this agreement.
c. Its making this agreement does not cause it to breach any other
agreement.
d. Its directors have reviewed this agreement and resolved to accept it.
PROPRIETARY INFORMATION
62. During the course of the relationship created by this agreement, each
party may have access to confidential or proprietary information of the
other. WebTech and Distributor each will diligently maintain in
confidence any proprietary information disclosed to it by the other if
the information is furnished on a confidential basis and marked or
identified as confidential or proprietary when it is first disclosed.
Proprietary information may include the documents supplied to aid in the
specification, installation, operation, text, or maintenance of the
Products, or information about marketing or distribution plans. Diligence
means the precaution and standard of care that the receiving party uses
to safeguard its own proprietary information, but is never less than
reasonable care.
63. The receiving party may not reproduce, distribute or disclose any
proprietary information to others, or use it for any commercial purpose
outside this agreement, without first obtaining the written permission of
the party that furnished it. In particular, WebTech and Distributor each
will ensure that all of its employees who have access to the proprietary
information of the other are required to hold the information in
confidence and to use it only in the course of their employer's business.
64. This section does not impose any obligation on either party if the
information is
a. publicly known at the time of disclosure,
b. already known to the receiving party at the time of the disclosure,
c. furnished by the disclosing party to others without restrictions on
its use or disclosure,
d. independently developed by the receiving party without use of the
proprietary information, or
e. information that is required to be disclosed under the laws of Canada
or the Territory, if refusing to disclose the information would be
detrimental to the parties, their directors, officers, staff or
agents.
65. The obligations created in paragraphs 62 and 63 expire five years after
the date of WebTech's last shipment to Distributor under this agreement.
66. This agreement does not grant Distributor any license under any patents
or other industrial property rights that WebTech owns, controls or is
licensed to use, except the right to buy, sell and deal in the Products.
In particular, this agreement does not grant Distributor any right to
manufacture the Products except as provided in paragraph 37.
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TECHNOLOGY ESCROW
67. If WebTech is in default under sub-paragraphs 70 (a) to (c), then WebTech
(or any receiver, bankruptcy trustee, or similar appointee who has taken
charge of WebTech's assets) will deliver, at Distributor's request, all
designs, documentation, and any other thing that is necessary to continue
the production and supply of the Products so that Distributor can ensure
that the Products continue to be manufactured and available to
Distributor. If WebTech creates an escrow of any design, documentation,
or other thing that would enable another manufacturer to produce the
Products for another customer, it will inform Distributor and give
Distributor the same right to the escrowed information, at Distributor's
cost.
ASSIGNMENT
68. Neither party may assign this agreement to any other person without the
written consent of the other party to this agreement, which consent
neither party may withhold unreasonably.
DEFAULT
69. Neither party is in default of this agreement because of a delay or
failure to perform if the delay or failure results from a cause beyond
its reasonable control.
70. Either party is in default if
a. it is adjudicated a voluntary or involuntary bankrupt under any
bankruptcy or insolvency law,
b. it is insolvent or a receiver, trustee in bankruptcy or similar
officer is appointed to take charge of its assets,
c. it makes an assignment for the benefit of creditors,
d. it assigns this agreement or any of its rights under the agreement in
violation of paragraph 68, or
e. it fails to perform any material obligation under this agreement,
including the obligation to pay amounts when due.
TERMINATION
71. If either party terminates this agreement, it must deliver a written
notice of termination to the other as provided in paragraph 79.
72. Termination of exclusivity.
a. WebTech may terminate Distributor's exclusive rights in the Territory
if Distributor fails to order the minimum number of units required to
maintain its exclusive rights in the Territory. To terminate the
exclusivity, WebTech must first give Distributor written notice of
Distributor's failure. If Distributor cures the failure within
fourteen days of its receiving WebTech's notice, then its exclusivity
within the Territory continues.
b. If WebTech terminates Distributor's exclusivity within the Territory
under this paragraph 72 then this agreement continues unaffected
except that Distributor's rights within the Territory are not
exclusive.
73. Termination by WebTech.
a. WebTech may terminate this agreement without prejudice to any other
remedy that it may have in law, equity or otherwise under this
agreement
i. immediately without notice if Distributor is in default as
described in sub-paragraphs 70 (a) to (e), or
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ii. fifteen days after WebTech has given Distributor a written
notice that Distributor is in default under sub-paragraph 70 (e)
(and exhausted its collection remedies in paragraph 23) and
demands that Distributor cure the default, unless Distributor
cures the default within the 15 days, in which case this
agreement continues unaffected by the notice.
b. If WebTech terminates this agreement, it will fill any order received
before the date of the termination of this agreement, regardless of
the reason for the termination. Any Product delivered in these
circumstances is covered by the warranty described in paragraphs 29
to 36.
74. Termination by Distributor.
a. Distributor may terminate this agreement without prejudice to any
other remedy that it may have in law, equity or otherwise under this
agreement
i. immediately without notice if WebTech is in default as described
in sub-paragraphs 70 (a) to (d), or
ii. sixty days after Distributor has given WebTech a written notice
that WebTech is in default under sub-paragraph 70 (e) and
demands that WebTech cure the default, unless WebTech cures the
default within the sixty days, in which case this agreement
continues unaffected by the notice.
b. If Distributor terminates this agreement, WebTech will fill any order
received before the date of the termination of this agreement,
regardless of the reason for the termination, unless Distributor
specifically cancels an order as provided in this agreement. Any
Product delivered in these circumstances is covered by the warranty
described in paragraphs 29 to 36. If Distributor cancels an order for
any reason other than WebTech's material breach as provided in
sub-paragraph 70 (e), then Distributor must pay WebTech a
cancellation fee equal to 15% of the price on Schedule A.
GENERAL PROVISIONS
75. Relationship. Distributor and WebTech are independent contractors.
Nothing in this agreement creates a partnership, joint venture, agency or
any relationship between the parties other than the distributorship
created by this agreement. Neither will knowingly make false or
misleading statements about the other, their products or relationship to
each other.
76. Translations. Distributor may translate this agreement to any other
language for use within the Territory, but the original, English version
always governs interpretation of translated agreements.
77. Entire agreement. This is the entire agreement between the parties and
supersedes any earlier or concurrent memos of understanding, proposals,
or other understandings and agreements, whether written or oral, that the
parties may have between them.
78. Waiver. No waiver by either party of its right to insist that the other
party strictly perform this agreement constitutes a waiver of any
provision of this agreement and the provisions of this agreement remain
enforceable against the parties for all breaches or defaults in
performance of this agreement.
79. Notice. Any thing, including notices and orders, that must be delivered
under this agreement must be delivered by hand or transmitted by fax or
e-mail to the party at the address or fax number given for the party on
page 2 or to e-mail addresses provided from time to time. The parties may
provide for another medium of delivery by mutual written consent. Any
thing delivered by hand is deemed to have been received when it is
delivered. Any thing transmitted by fax or e-mail is deemed to have been
received when it is transmitted if it is transmitted before 4:30 pm and
the next business day if it is transmitted after 4:30 pm. Notices to
WebTech must be addressed to the attention of the director of sales.
Notices to Distributor must be directed to the president or his designee.
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80. Governing law. This agreement is governed by the laws of British Columbia
and any dispute that arises out of this agreement must be resolved in
British Columbia by arbitration under the Rules of Procedure established
by the British Columbia International Arbitration Centre.
81. Independent legal advice. The parties acknowledge that this agreement was
prepared by Jeffs & Company Law Corporation on behalf of and solely for
Distributor and that it may contain terms and conditions onerous to
WebTech. WebTech expressly acknowledge that Distributor has given WebTech
adequate time to review this agreement and to seek and obtain independent
legal advice and represent to Distributor that they have in fact sought
and obtained independent legal advice and are satisfied with all the
terms and conditions of this agreement.
82. Severance. Any provision of this agreement that is declared void by any
competent authority is severed from this agreement without affecting the
remaining provisions of this agreement unless the severance frustrates
the purpose of this agreement.
83. Enurement. This agreement enures to the benefit of the parties' heirs,
successors and permitted assigns.
84. Time. Time is of the essence of this agreement and any amendments to it.
85. Counterparts. This agreement may be signed in counterparts and delivered
to the parties by fax; and the counterparts together constitute one
original document.
THE PARTIES' SIGNATURES below are evidence of their agreement to the foregoing
terms and conditions.
WEBTECH WIRELESS INC. GLOBAL AXXESS CORPORATION LIMITED
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------- ------------------------------------
Authorised signatory Authorised signatory
Signed on June 19, 2002 Signed on June 19, 2002
WEBTECH WIRELESS INTERNATIONAL
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------- ------------------------------------
Authorised signatory Authorised signatory
Signed on June 19, 2002 Signed on June 19, 2002
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SCHEDULE A
To the Master Distributorship Agreement dated for
reference 19 June 2002 between WebTech Wireless
International, WebTech Wireless Inc.
and Global Axxess Corporation Limited
PRODUCTS AND PRICES
Version/ Purchase
Product Release Description volume* Price
------------------------------------------------------------------------------------------------------------------------
Number of Per Unit
WebTech hardware devices Units
-------------------------------------------------------------------------------------------------------------------------
Connector i1000 V2.1 and Ruggedized GSM/GPRS/SMS high-speed 1-100 $499
above Internet access device 1,000 $375
-------------------------------------------------------------------------------------------------------------------------
Locator L2000+ V2.1 and Vehicle services gateway device providing
above location, Internet, and communication 1-100 $599
services 1,000 $450
-------------------------------------------------------------------------------------------------------------------------
Locator T3000+ V2.1 and All functions of L2000 plus telematics,
above monitoring, and remote vehicle control 1-100 $699
device 1,000 $525
-------------------------------------------------------------------------------------------------------------------------
Units activated Per Unit
Software to portal activated
-------------------------------------------------------------------------------------------------------------------------
Quadrant VLS(TM) R2.4 and Wireless vehicle services portal with three- 1-2,000 $10/month
above month data archive++ 2,001-5,000 $9/month
5,001-10,000 $8/month
-------------------------------------------------------------------------------------------------------------------------
Quadrant OnLine Maps 1-100 $100
+plus CD 1,000 $73
-------------------------------------------------------------------------------------------------------------------------
Mobile devices Various Windows CE PDA and in-vehicle display
forms
-------------------------------------------------------------------------------------------------------------------------
* Volume discounts apply only to purchase orders for lots of a minimum of 1,000
Units, which may contain any combination of Units.
+ Prices include the fourteen-month warranty. Post warranty software upgrades
(including feature upgrades) are $50 per unit only if the upgrade offers
extended functionality.
++ The portal service is subject to a one-time activation fee of $50/unit for
every newly activated unit, which WebTech may discount for high volumes.
WebTech will charge a reasonable fee for archiving data for longer than three
months.
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SCHEDULE B
To the Master Distributorship Agreement dated for reference 19 June 2002
between WebTech Wireless International, WebTech Wireless Inc.
and Global Axxess Corporation Limited
THE TERRITORY
Albania Luxembourg
Andorra Macedonia
Austria Malta
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Norway
Croatia Poland
Cyprus Portugal
Czech Republic Republic of Ireland
Denmark Romania
Estonia Russia
Finland San Marino
France Slovakia
Germany Slovenia
Gibraltar Spain
Greece Sweden
Hungary Switzerland
Iceland Turkey
Italy Ukraine
Latvia United Kingdom
Liechtenstein Vatican City (Holy Sea)
Lithuania Yugoslavia
Any country that is formed from a break up or joining of part or all of any
of the countries listed above
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SCHEDULE C
To the Master Distributorship Agreement dated for
reference 19 June 2002 between WebTech Wireless
International, WebTech Wireless Inc.
and Global Axxess Corporation Limited
RETURN MATERIAL AUTHORISATION
GENERAL PROCEDURE FOR RETURNING UNITS
WebTech will give Distributor a return material authorisation (RMA) number and
send a soft copy of the RMA form to Distributor. Distributor must complete the
RMA form and return it with the defective Unit. WebTech will send the returned
Unit to its technical department for testing. The RMA form is attached as
Appendix C-1.
WebTech's technical department will report to WebTech's customer service
representative on the status of the returned Unit. Customer service will liaise
with Distributor to determine whether Distributor wants the defective Unit
replaced or repaired. If Distributor wants a new Unit, then Distributor must
submit a new purchase order for the Unit with a $0.00 purchase price and WebTech
will process the new purchase order.
If Distributor wants a replacement Unit as soon as possible (i.e. before the
defective Unit is returned for testing), then Distributor must submit a new
purchase order. If the returned Unit is defective, then WebTech will credit the
amount of the new purchase order to Distributor's account.
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