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EXPORT AGREEMENT
This agreement entered by and between Network Trade Corporation located
in Portland Maine, hereinafter called EXPORT MANAGEMENT COMPANY (EMC) and E.G.
SOFTWARE INC. located in PORTLAND OREGON, hereinafter called SUPPLIER.
WITNESSETH: WHEREAS, the EMC will provide best effort to identify
foreign companies, hereinafter called DISTRIBUTOR (to include resellers, VARS,
representatives and/or distributors) to resell the products of the supplier in
the territories of the world hereinafter set forth in Appendix A and the
supplier desires to sell their products to foreign company DISTRIBUTORS. NOW,
THEREFORE, in consideration of the above and each and all of the terms and
provisions hereinafter contained, it is agreed as follows:
1. EMC shall have the non-exclusive right to represent products of the
supplier in the territory as further defined in Appendix A. Supplier grants EMC
authority to solicit foreign company distributors to distribute and sell the
supplier's products in the foreign territory. The Supplier may at any time
redefine the territory or the exclusions stated in Appendix A, however for
foreign company distributors listed at the time of such redefinition Supplier
remains bound to this agreement.
2. EMC will notify Supplier of seriously interested and qualified
foreign company distributors in writing by periodic additions to Appendix A. EMC
will in good faith and in the Supplier's best interests, encourage a foreign
company distributor identified on Appendix A to enter into a separate resale
agreement directly with the Supplier.
3. EMC will forward via post to only suitable interested foreign
distributors, as identified in Appendix A, a Supplier supplied information
packet. Supplier agrees to reimburse EMC for postage of mailing supplier's
packet to interested foreign country distributors identified on Appendix A at
standard USA international postal rates.
4. Supplier has exclusive right to determine terms and conditions for a
separate agreement between the supplier and the foreign company distributor(s).
The EMC will be party to the separate agreement, whether verbal or written,
which will not violate the terms of this agreement. The supplier has no
obligation to enter into any agreement with any party defined in Appendix A.
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5. Supplier agrees that they are to receive all sales orders and
payments from foreign company distributors, as set forth in Appendix A, from the
EMC and will direct those foreign company distributors to send orders and
payments to the EMC.
6. EMC agrees to forward to supplier all payments due, less fees,
within three business days of receipt from foreign company distributor. It is
understood that supplier is not required to permit shipment before receiving
such payment.
7. Fees due to the EMC from the supplier will be 10% of the sales
amount paid, not including shipping expenses and EMC will be the exporter and
responsible for complete dock to dock shipment, preparation of all documentation
relating to export shipments, including consular papers, customs declaration,
ocean bills of lading and airway bills of lading, invoices, and so forth.
Supplier agrees that product size, weight, and availability information will be
supplied to EMC in a timely manner.
8. Supplier agrees to indemnify and hold EMC harmless against any
damages incurred or suffered by reason of any infringement or alleged
infringement by supplier of patent or trademark rights of others or brought
about by any third-party suits for product malfunction, or other liability
related to the performance by the supplier or the supplier's products.
9. This agreement shall remain in effect until such time that the
supplier or EMC may give notice in writing via certified mail of cancellation.
The expiration interval for parties listed in Appendix A after cancellation is
36 months.
10. This agreement shall be binding on all successors to the principals
named herein. This agreement shall supersede all prior agreements, may not be
modified except in writing, and shall be construed under the laws of the State
of the supplier. In the event of any dispute hereunder, both parties agree to
arbitration in the State of the supplier under the rules and auspices of the
American Arbitration Association.
IN WITNESS WHEREOF, the parties hereto have set their hands:
/s/ /s/
------------------------------ --------------------------------
Name: XXX XXXXXXX Name: XXXXX XXXXXX
Title: CHIEF TECHNICAL OFFICER Title: GENERAL MANAGER
Date: 4/25/95 Date: April 3, 1995
Address: 000 XX Xxxxxxxxxx Address: Network Trade Corp.
Xxxxx 000 Xxxxx 000
Xxxxxxxx, XX 00000 000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
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APPENDIX A
DEFINITION OF FOREIGN TERRITORY, EXCLUSIONS, AND FOREIGN COMPANY DISTRIBUTORS
This appendix is subject to the terms as stated in the agreement
between Network Trade corporation and E.G. SOFTWARE INC.
1. Foreign Company Distributor is defined to include any and all
subsidiaries, partners, employees, and significant investors regardless of name
changes, diversifications, or reorganizations.
2. Additions or Denials Process: EMC will routinely add foreign company
distributors that indicate serious interest and intent for the supplier's
products. Such additions require that this Appendix A be modified and sent to
the supplier via mail. A denial of any addition must be sent by supplier by
certified US mail within 10 days. If no denial is sent within the 10 days then
the modification is accepted by both parties.
3. This Appendix only concerns the identity of foreign territories,
exclusions, or foreign company distributors, it can not change the terms and
conditions as specified in the agreement.
4. Description of Territories and Exclusions by Supplier: Until further
written notice, EMC will limit activities as follows: NO EXCLUSIONS
5. Identity of Foreign Distributors by EMC:
(pending contract completion)
Submitted By: /s/ Date: April 3, 1995
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XXXXX XXXXXX
GENERAL MANAGER
NETWORK TRADE CORP.
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