Exhibit 2.3
MARKETING CHANNEL AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into by and between
XXXX-XXX.XXX Inc., a Florida corporation (the "Partner") and Cormax Business
Solutions, Ltd., an Alberta corporation (the "Channel"); the Channel and the
Partner being hereinafter collectively referred to as the "Parties" and
generically as a "Party."
P R E A M B L E :
WHEREAS, the Channel has bundle service packages for telecommunication and
network centric solutions; and
WHEREAS, the Partner desires to resell the Channel's services to provide
the Partner with a core suite of products to market and sell to the general
public; and
WHEREAS, the Partner is relying upon the Channel to provide a training
program, customer service, and installation and customer support services for
their clients of products; and
WHEREAS, the Partner is agreeable to such arrangement, subject to the
following terms and conditions:
NOW, THEREFORE, in consideration for the agreement to perform the
hereinafter described services as well as of the premises, the sum of TEN
DOLLARS ($10.00), and other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Parties, intending to be legally
bound, hereby agree as follows:
WITNESSETH:
ARTICLE ONE
RETENTION
1.1 Duties - General Purpose
The Partner hereby engages and retains the Channel to act as its Partner to
assist it in developing a comprehensive corporate sales plan, restructuring the
products offered, assist in recruiting a new management team and such other
related services as the Channel deems necessary to provide the Partner.
1.2 Development Duties
The Channel's duties, which relate to the operation of the Partner and for
which it will receive the compensation specified elsewhere in this Agreement
are:
(a) To prepare a proposal for restructuring the goals and direction of the
Partner;
(b) To develop a strategy for Business Development and identify key
business relationship for the development of the Partner's business;
(c) To develop Product packaging
(d) Recruit and develop new management team to complete the development of
the Direct Connect product and increase the Product offering.
(e) Build and Develop a sales force to sell the Partner's products
(f) Advise the current Board on different opportunities in the Market.
(g) Assist in the completion of the development of the Direct Connection
Product
1.3 Additional Duties
(a) In the event the Partner requests that the Channel render services to
it other than those specified in this Agreement, the Partner and the
Channel shall enter into a written supplemental agreement setting
forth the duties to be performed and the compensation there for.
(b) As requested by the Partner, from time to time, the Channel will
provide, at it's expense,
1.4 Term
Subject to the provision of Section 2(d) below, the term of this Agreement
shall be for a period of thirty-six (36) months and will automatically renew
thereafter on a year-to-year basis unless either party provides sixty (60) days
written notice of intent to terminate the Agreement.
ARTICLE TWO
CHANNEL'S COMPENSATION
2.1 Compensation
As compensation for the services to be provided pursuant to this Agreement,
the Channel shall receive from the Partner for the services herein described,
the following compensation.
(a) Partner shall pay Channel a total of $20,000 USD for a three days
training workshop for the Partner's new sale force.
(b) The Channel shall be paid $30,000 USD thirty days after the
commencement of this Marketing Channel Agreement or upon receipt of
funding.
(c) The Channel shall be paid $30,000 USD sixty days after the
commencement of this Marketing Channel Agreement or upon the receipt
of funding.
(d) The Partner shall pay the Channel every time the Partner places an
order from the Channel.
(e) The Channel will receive 1,000,000 shares of rule 144 shares ninety
days after the signing of this agreement.
ARTICLE THREE
REPRESENTATIONS AND WARRANTIES
3.1 Channel
The Channel hereby represents, warrants and covenants that it will keep the
Partner fully informed of all material Channel plans and developments, that all
such information will be true, and will not omit any information necessary, in
light of the information provided, to render such information not misleading.
3.2 Channel
The Channel hereby represents, warrants and covenants to the Partner that:
(a) Channel is qualified to perform the services contemplated by this
Agreement;
(b) Channel shall keep all information related to the Business
confidential for the term of this Agreement and for a period of 3
months following such termination;
3.3 The Parties acknowledge that, except as herein set forth, there are no
representations or warranties of any kind.
ARTICLE FOUR
MISCELLANEOUS
4.1 Notices
All notices, demands or other written communications hereunder shall be in
writing, and unless otherwise provided, shall be deemed to have been duly given
on the first business day after deposit with a reputable international next-day
courier, return receipt requested, postage prepaid, addressed as follows:
TO CHANNEL: Cormax Business Solutions, Ltd.
000 00xx Xxxxxx X.X., Xxxxx 000
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 3ES
TO THE PARTNER: Xxxx-xxx.xxx Inc.
000-000 X. Xxxxxx Xx.
Xxxxxxxxx, XX Xxxxxx X0X 0X0
in each case, with copies to such other address or to such other persons as any
Party shall designate to the others for such purposes in the manner hereinabove
set forth.
4.2 Amendment
No modification, waiver, amendment, discharge or change of this Agreement
shall be valid unless the same is in writing and signed by Parties.
4.3 Merger
This instrument, together with the instruments referred to herein, contains
all of the understandings and agreements of the Parties with respect to the
subject matter discussed herein. All prior agreements whether written or oral
are merged herein and shall be of no force or effect.
4.4 Survival
The several representations, warranties and covenants of the Parties
contained herein shall survive the execution hereof and shall be effective
regardless of any investigation that may have been made or may be made by or on
behalf of any Party.
4.5 Severability
If any provision or any portion of any provision of this Agreement, other
than a conditions precedent, if any, or the application of such provision or any
portion thereof to any person or circumstance shall be held invalid or
unenforceable, the remaining portions of such provision and the remaining
provisions of this Agreement or the application of such provision or portion of
such provision as is held invalid or unenforceable to persons or circumstances
other than those to which it is held invalid or unenforceable, shall not be
affected thereby.
4.6 Governing Law and Venue
This Agreement shall be construed in accordance with the exclusive laws of
the Province of Alberta and any proceeding arising between the Parties in any
matter pertaining or related to this Agreement shall, to the extent permitted by
law, be held in Province of Alberta.
4.7 Litigation
In any action between the Parties to enforce any of the terms of this
Agreement or any other matter arising from this Agreement, the prevailing Party
shall be entitled to recover its costs and expenses, including reasonable
attorneys' fees up to and including all negotiations, trials and appeals,
whether or not litigation is initiated.
4.8 Benefit of Agreement
The terms and provisions of this Agreement shall be binding upon and inure
to the benefit of the Parties, jointly and severally, their successors, assigns,
personal representatives, estate, heirs and legatees.
4.9 Captions
The captions in this Agreement are for convenience and reference only and
in no way define, describe, extend or limit the scope of this Agreement or the
intent of any provisions hereof.
4.10 Number and Gender
All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the Party or
Parties, or their personal representatives, successors and assigns may require.
4.11 Further Assurances
The Parties hereby agree to do, execute, acknowledge and deliver or cause
to be done, executed, acknowledged or delivered and to perform all such acts and
deliver all such deeds, assignments, transfers, conveyances, powers of attorney,
assurances, stock certificates and other documents, as may, from time to time,
be required herein to effect the intent and purpose of this Agreement.
4.12 Status
Nothing in this Agreement shall be construed or shall constitute a
Partnership, joint venture, employer-employee relationship or lessor-lessee
relationship but, rather, the relationship established pursuant hereto is that
of vendor/purchaser.
4.13 Counterparts
This Agreement may be executed in any number of counterparts. All executed
counterparts shall constitute one Agreement notwithstanding that all signatories
are not signatories to the original or the same counterpart.
ARTICLE FIVE
PRODUCTS
5.1 See Attachment "A" for the Product and Services Offered by the Channel.
IN WITNESS WHEREOF, the Parties have executed this Agreement, effective as
of the 9th of July 2001.
Signed, Sealed & Delivered
in Our Presence XXXX-XXX.XXX, INC.
By: /s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx, President
CORMAX BUSINESS SOLUTIONS LTD.
By: /s/ Xxxx Xxxxxxxx
Xxxx Xxxxxxxx, President
Appendix A
Channel Products
NetBolt
NetBolt is a complete `turn-key' solution that consists of a firewall appliance,
installation ongoing support, software updates and maintenance.
NetBolt includes the following features :
Around-the-clock protection from hackers and Denial of Service (DoS) attacks
Anti-Virus protection
o Network Wide 24x7 Virus Protection. Based on Network Associates' McAfee
VirusScan technology, Anti-Virus automatically and transparently
updates the virus software on every computer on the network, providing
around-the-clock protection from new viruses as soon as the cure is
available.
o Enforcement of Virus Policy on all Windows PCs. Virus protection is
enforced for any Windows computers on the LAN. If a user removes the
virus protection software from their computer, they will be forced to
reinstall as soon as they try to access the Internet. The system
ensures that Internet access will not be allowed without up-to-date
virus protection.
o E-mail Attachment Filtering. Enables custom rule configuration for
filtering potential virus carrying E-mail attachments. A network
administrator can either delete or disable E-mail attachments based on
a centralized list of file extensions.
o Trojan Horse Protection. "Trojan horse" viruses appear to be benign
files often sent as email attachments, but in reality are malicious
viruses. These Trojans can be used to open a path into the LAN for the
sender, or even take over computers on the network to be used in
attacks on other remote networks. Network Anti-Virus detects and
deletes these Trojans before they can take control of your network.
o Comprehensive Virus Alerting and Logging. With Network Anti-Virus, the
administrator is kept abreast of newly discovered serious viruses. In
the case of a widespread infection, policies can be put in place to
automatically update anti-virus software to a version with the fix
before the network is infected. When virus alerts are issues, the
information is logged in the Internet security appliance and an e-mail
alert is sent to the administrator with detailed information on the virus.
Content Filtering
o Content Filter List Subscription. Content Filter List, available by
subscription, automatically updates content filters weekly with new and
relocated sites, extending your protection and reducing administrative
costs.
o URL Filtering with Trusted and Forbidden Domains. Network
administrators can specify domains or hosts (e.g., "xxxxx.xxx") that
can access can be allowed ("Trusted") or denied ("Forbidden"). This
feature can be used to customize the Content Filter List, or to allow
Web access to sites on a custom list. With careful screening, this can
be close to 100% effective at blocking objectionable material.
o Keyword Blocking. Internet security appliances can optionally scan both
the filename field and host field for specific keywords, and block any
requests that contain them. For example, if the administrator enters
the keyword "sex," access to sites such as xxxx://xxx.xxxxxx.xxx will
be blocked.
o Java, ActiveX and Cookie Blocking. Java and Active X are often used for
hacker attacks. "Cookies," which direct a remote Web browser to save
small amounts of data on its local hard disk, can be used to store
preference information, and track Web usage history. For this reason,
they can cause some privacy concerns. Internet security appliances can
be configured to block Java and ActiveX scripts, as well as Cookies.
o Block by Time of Day. Internet security appliances allows the network
administrator to make filtering active during certain times of day. A
school could, for example, have filtering on during school hours and
then remove filtering controls after school. A business could allow
unfiltered Internet access to employees during a lunch hour and after
work hours. When Time of Day filtering is activated, all filtering
functions (filter list, cookies blocking, keyword blocking, etc.) will
be on or off during specified times.
Priority IP
With PriorityIP customers can take control of their internet connections. Often,
critical business applications are forced to compete for limited bandwidth with
network applications that are less important and often more consuming. While for
many the solutions is to increase the amount of access bandwidth, this is often
not the `fix' they had hoped for. PriorityIP allows the customer to determine
what network applications are most important and therefore require first access
to the bandwidth, leaving other applications competing for the remaining
bandwidth.
Automatically classifies network traffic into categories based on application,
protocol, subnet, URL, and other criteria--yielding thousands of potential
categories. PriorityIP goes beyond static port-matching and IP address schemes.
It classifies on the basis of layer-7 information of the OSI networking model,
pinpointing applications such as SAP or MP3 sharing applications.
Provides detailed analysis of application performance and network efficiency,
describing peak and average bandwidth utilization, response times divided into
network and server delays, top users, top web pages, top applications, and more.
With policy-based bandwidth allocation and traffic shaping, PriorityIP protects
critical applications, paces those that are less urgent, and optimizes
performance of a limited WAN-access link. You specify bandwidth minimums and/or
maximums on a per-session or per-application basis. Our TCP Rate Control
technology proactively prevents congestion on both inbound and outbound flows,
eliminates unnecessary packet discards and retransmissions, and forces a smooth,
even flow rate that maximizes throughput.
Extensive reporting capabilities: reports, graphs, statistics, and SNMP MIBs.
With service-level agreements, you can define performance standards, compare
actual performance with service-level goals, and generate reports on compliance.
Priority IP is a comprehensive solution that includes specialized hardware and
software, installation and ongoing maintenance and support.
Examples of Applications that can be classified and controlled:
_______________________________________________________________________________
ERP Streaming E-mail and
o SAP Media Collaboration
o Oracle Java Client o Napster o Microsoft DCOM
o Baan o Windows Media (MS Exchange)
o XX Xxxxxxx o Gnutella o SMTP
o Real Audio o cc:MAIL
Client/Server Apps o Streamworks o Biff
o CORBA o RTSP o POP3
o SunRPC o MPEG o IMAP
o Java Rmt Mthd o ST2 o LotusNotes MSSQ
o FIX (Finance) o SHOUTcast o Novell GroupWise
o MATIP (Airline) o QuickTime o Yahoo! Messenger
o MeetingMaker o RTP
o OpenConnect Session
o JCP Voice over IP o Telnet
o CUSeeMe o Timbuktu
Thin Client or o H.323 o REXEC
Server Based o T.120 o rlogin
o Citrix Published o RTP o Xwindows
Apps & o RTCP o VNC
VideoFrame o VDOPhone
o RDP/Terminal o Micom VIP
Server o I-Phone
o Clarent
o MCK Comm.
-------------------------------------------------------------------
Cont'd
Internet Database Print
o HTTP by URL, o Oracle 7/8i o LPR
Web browser, & o FileMaker Pro o TN5250p
Mime type o MS SQL o TN3287
o FTP o Progress o IPP
o SSL
o NNTP File Server Host Access
o IRC o NFS o TN3270
o Gopher o NetBIOS-IP o TN5250
o UUCP o Lockd o Attachmate
o SSHTCP o Novell SHARESUDP
o IP, UDP, TCP NetWare5 o ATSTCP
o IPv6 o SMTBF
o TFTP Network o Persoft Persona
o ActiveX Management
Protocol Gaming Systems
Legacy LAN o ICMP by packet o Doom
and Non-IP type o Quake
o AppleTalk o SYSLOG o Quake II
o DECnet o SNMP o Kali
o IPX o NTP
o SNA o Cisco Discovery Push
o FNA o Microsoft SMS o Marimba
o LAT o RSVP o PointCast
o NetBEUI o Backweb
o AFP o EntryPoint
_______________________________________________________________________________
TransiNet
TransiNet provides customers with a secure means of using the Internet to
connect branch office networks together. By creating `tunnels' through the
internet this system prevents anyone on the Internet from viewing the data
transmissions between offices, and prevents unwanted users from gaining access
to the corporate network and data resources contained within. This comprehensive
solution includes specialized hardware and software, installation and ongoing
maintenance and service. Some of the key features include:
Tunneling Protocols
o Point to point tunneling protocol (PPTP), including compression and
encryption; X0X, X0XX
o IPSec, including Authentication Header (AH), Encapsulating Security
Protocol (ESP), and Internet Key Exchange (IKE)
Routing Protocol
o XXX0, XXX0, XXXX, XXXX
Authentication Services
o Internal or external Lightweight Directory Access Protocol (LDAP)
o Remote Authentication Dial-In User Services (RADIUS)
o Token card integration: Security Dynamics and AXENT
o Digital certificate authentication with Entrust and VeriSign
Encryption
o Compliant with Federal Information Processing Standard 140-1 Level 2
o IPSec-certified by the International Computer Security Association
o Up to 192-bit key length S three separate 64-bit keys
o DES, Triple-DES, and RC4
Filtering Criteria
o Individual user or group profile; source and destination IP address;
port, service, and protocol type; Synchronize Flag/Acknowledgement
(SYN/ACK) bit
Bandwidth Management
o Group-level configurable minimum bandwidth settings. Priority levels
using Random Early Detection (RED); four connection priority levels;
differentiated services; code point marking; external Quality of
Service: Resource Reservation Protocol (RSVP)
Accounting
o Internal and external RADIUS databases
o Event, system, security, and configuration accounting
o Automatic archiving by month to external system
Reliability
o Powerful, market-leading Intel processor architecture
o Multi-level authentication servers
o Automatic backup of all system data
Security
o Stateful firewall, including stateful packet inspection, audit,
Network Address Translation (NAT)
o International Computer Security Association (ICSA) IPSec
certification, July 1999
o Berkley packet filters
Client Software
o (Requires WindowsTM 95, 98, 2000 or Windows NTTM 4.0 or later)
o IPSec, including AH, ESP, and IKE, third-party main and aggressive
mode clients
o Auto-configuration with "one-click" connection
o Tested with Linux Free S/WAN client
o iPass dial-up database with more than 8,000 locations (Service
requires customer subscription with iPass)
V-IP
V-IP is an easy and affordable video conferencing solution that allows our
customers to conduct boardroom to boardroom video based meetings. This complete
system includes hardware, software, installation and on-going support. With V-IP
customers can reduce travel costs, increase the number and quality of branch to
branch meetings. V-IP also means that people who wouldn't normally travel for
meetings can attend via "V-IP Meetings".
Features
o Full-motion video at 30 frames per second in point-to-point calls
o Full duplex digital audio with noise suppression and echo cancellation
o An embedded Web server handles diagnostics and simple software
upgrades over the Net
o The capability of 4 locations at 128 Kbps and 3 locations at 256 Kbps
over H.320
o Web-based presentation system makes it easy to share graphics and
slides
o Address book records numbers frequently dialed
o Voice tracking camera and track-to-preset function automatically focus
on the speaker
o Simple GUI makes set-up fast and foolproof
SurveillaNet
The SurveillaNet family of products is a long-term, low-maintenance networked
digital video storage solution that cost-effectively replaces traditional analog
VCR systems. These solutions offer the double advantage of sophisticated video
storage and retrieval capabilities for video recording scenarios, plus the
ability to have multiple network users view video in real-time for video
monitoring applications. These advanced search capabilities mean significant
reduction in the time to find stored video compared to traditional searching
through hours of VCR tapes.
o Instant access to digitally stored video over any IP-based network,
including conventional POTS or ISDN lines for remote management and
monitoring of standalone sites
o Cost-effective replacement of the traditional time-lapse VCR/MUX
solution that eliminates the need for videotapes, tape changing and
storage, and third-party retrieval services.
o Flexibility based on specific customer requirements - number of
cameras (up to 16 per DVR), frame rate (up to 30 fps @QCIF, up to 15
fps @CIF), duration of on-line stored video (up to 6 months), video
quality, scheduling of actions (alarm monitoring, recording, viewing)
o Supports peripheral passthrough - including support of any PTZ camera
or multiplexer
o Sophisticated search and retrieval functionality - date/time/location
/camera/alarm event/transaction event,
o Video management - image copy, image print, image save (bmp or jpeg),
save video clip as .avi file
o Event and alarm management - 60 seconds of pre-alarm images, video on
alarm
o Scalable architecture - peer-to-peer server architecture, unlimited
clients
o Network manageability - units are fully configurable and upgradeable
from anywhere on the network (reducing on-site operational costs),
bandwidth is manageable for smaller capacity networks
o System reliability - hardware watchdog, continuous health monitoring
and reports (reducing on-site repair and maintenance costs)
o System security - audit reports, user access control
