Distribution Agreement
Dated: March 15, 2006
CinTel Corp., a State of Nevada corporation_(herein called "Company"),
with offices at 0000 Xxxxxxxxx Xxxxxx Xxxxx Xxxxx 0000, Xxxxxxxxxx XX, 00000,
and InterSpace Computers, Inc., a Commonwealth of Kentucky corporation with
offices at 0000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, (herein called
"Distributor"), hereby agree as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement, each of the following terms has the meaning set
forth thereafter, such meaning to be equally applicable both to the singular
and plural forms of the terms herein defined:
"Agreement" means this agreement, together with all schedules hereto now
or hereafter signed by Distributor and Company (all of which are herein
incorporated by reference), as the same may be modified, amended or supplemented
from time to time.
"Products" means (i) those products marketed by Company which are described
in Schedule I hereto and (ii) unless the context indicates otherwise, all spare
and replacement parts sold by Company for Products.
The terms "sale" and "resale" and any grammatical variant thereof shall
include, without limitation, sales, contracts for sale, conditional sales,
installment sales, rentals or leases, and any other arrangement whereby Products
are placed at the disposal of the ultimate user.
"Territory" means the area (country or parts thereof) referred to in
Schedule II hereto.
"Distributor" means a single source transfer company between "Company" and
"VARs". A distributor will be provided with service and sales support by
Company. A Distributor will in turn provide service and sales support to VARs
according to the terms and conditions of this Agreement.
* "Value Added Reseller" (VAR) means a company that sells directly to customers
and hardware, software or services offered by "Company" or "Distributor". A VAR
will be provided with service and sales support primarily by Distributor and
secondarily by Company according to the terms and conditions of this Agreement.
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ARTICLE II
APPOINTMENT AS DISTRIBUTOR
SECTION 2.01. Company hereby appoints Distributor as non-exclusive
authorized distributor in the Territory for the sale of Products, and
Distributor hereby accepts this appointment.
SECTION 2.02. In return for its sales and support services as Distributor
of the Products, Distributor shall be compensated by Company per the terms of
Schedule III, attached hereto and incorporated herein by reference.
SECTION 2.03. Company expressly reserves the right to sell and deliver
Products to any other entity, and nothing in this Agreement shall obligate
Company to impose any restriction upon the use or resale of Products by a
purchaser thereof from Company; the use or resale of Products in any area by
such a purchaser shall not constitute breach of any provision of this Agreement
by Company, and Company shall be under no obligation to procure the termination
of such use or resale.
SECTION 2.04. This Agreement does not in any way create the relationship
of principal and agent, or any similar relationship, between Company and
Distributor. Distributor covenants and warrants that it will not act or
represent itself directly or by implication as agent for Company and will not
attempt to create any obligation, or make any representation, on behalf of or
in the name of Company. Distributor has no authority to appoint an associate
distributor or subdistributor of Products.
ARTICLE III
SALES AND SERVICE
SECTION 3.01. Distributor shall make best commercial efforts to sell and
promote the sale of Products within the Territory. Distributor shall provide
Company with a sales forecast at least three months in advance.
SECTION 3.02. Distributor shall establish, staff, equip and maintain
facilities for the sale of Products in the Territory. Such facilities shall
be sufficient to enable Distributor to satisfy properly its sales
responsibilities under this Agreement and shall be consistent with promoting the
reputation of, and public confidence in, Products and Company.
SECTION 3.03. Distributor shall establish, staff, equip and maintain an
adequate service team to enable Distributor to provide technical support service
for the Products.
ARTICLE IV
INVENTORY, MARKETING AND RELATED OBLIGATIONS
SECTION 4.01. Distributor shall maintain, in the Territory, a stock of new
Products and new parts
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therefor in such quantity and variety as shall be mutually agreed upon as
reasonably necessary or desirable in order to meet the trade requirements in the
Territory.
SECTION 4.02. Company will offer periodic consultation and advice to
Distributor in connection with Distributor's sales and will provide (a)
technical, engineering and sales advice, (b) assistance and advice concerning
promotional and training programs, (c) suggestions for new applications for
Products, and (d) liaison between Distributor and Company. Company will furnish
Distributor with a reasonable supply of price lists, sales literature,
catalogues, information on Products and parts, recommendations as to stocking of
Products and parts, specifications, instructions and procedures necessary to
enable Distributor to furnish the proper engineering advice and assistance to
its customers, advisory assistance with respect to installation and servicing
of Product, and sales representatives who will call periodically on Distributor
to render whatever similar assistance may be necessary to further Distributor's
business. All demonstration equipment, manuals, instruction books, contract
forms, interior and exterior advertising signs and other similar material
furnished to Distributor by Company, whether furnished free of charge or not,
shall remain the property of Company and upon request will be returned to
Company by Distributor, subject to the provisions of Section 8.04 hereof in
respect to reimbursement to Distributor for certain charges.
SECTION 4.03. Company will offer to Distributor without cost, advice on the
form of advertisements, preferred mediums and placement thereof. All trademark
listings or display ads in telephone directories shall be mutually agreed upon
by Distributor and Company.
SECTION 4.04. All uses by Distributor in its advertising or elsewhere of
Company's name or any trademark or trade name (or any xxxx or name closely
resembling the same) now or hereafter
owned or licensed by Company shall be subject to the prior written approval of
Company. Distributor is not authorized to use any such trademark or trade name
outside Distributor's Territory.
SECTION 4.05. Distributor will keep records of its business relating to
Products. From time to time during regular business hours, Company or its
authorized representatives may examine such records and Distributor's accounts
relating to the sale of Products. Within fifteen (15) days after the end of
each month, Distributor shall provide for Company the name and address of each
customer to whom Distributor has sold or delivered one or more Products during
such month, or if Distributor has not sold or delivered any Products during such
month, a statement to that effect. Upon request by Company, Distributor shall
promptly furnish reports on sales, deliveries and uses of Products.
ARTICLE V
CONDITIONS OF SALE
SECTION 5.01. The sale by Distributor of Products for the account of
Company shall be subject to the provisions of this Agreement.
SECTION 5.02. The prices of Products sold to Distributor as well as the
prices of Products sold by Distributor for the account of Company shall be
determined by Company from time to time.
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SECTION 5.03. No purchase order received by Distributor from an end user or
VAR shall be binding on Company until accepted in writing by a duly authorized
officer or employee of Company. Company may refuse to accept any purchase order
for any reason. The minimum order quantities shall be Company's standard minimum
as established from time to time and as in effect at the time of order
acceptance.
SECTION 5.04. Delivery by Company to Distributor of the Products shall be
per the terms of Schedule IV, attached hereto and incorporated herein by
reference.
SECTION 5.05. Company shall give advance notice to Distributor regarding
changes in prices and design. Company shall have the right, however, to change
prices and design of Products, and shall have the right at any time to
discontinue the manufacture or sale of any model or type of Product, to make
changes in materials, and to add improvements, all without incurring any
liability whatever, including any obligation to install or modify the same on
Products previously ordered from Company. Distributor agrees not to alter or
modify and Product purchased hereunder in any way which will impair or lessen
the validity of the trademarks under which these Products are made or sold.
SECTION 5.06. Distributor at its own cost and expense shall keep all of the
Products in which Company has an interest, and which are under Distributor's
direct or indirect control, insured under a standard policy, a physical loss,
with loss payable to Company as its interest may appear, in an amount which
shall be sufficient to prevent Company from sustaining any financial loss.
SECTION 5.07. Distributor shall pay all license fees, sales, use, service
use, occupation, occupation, service occupation, personal property, and excise
taxes and any other fees, assessments or taxes which may be assessed or levied
by any national, state or local government and any departments and subdivisions
thereof, against any of the Products under Distributor's direct or indirect
control, for sale for the account of Company.
SECTION 5.08. Payment shall be made by Distributor's provision of L/C
(Letter of Credit) at site in favor of Company, unless a different arrangement
is agreed between Company and Distributor during purchase order. Payments from
Distributor to Company shall be standard NET 60 terms.
ARTICLE VI
WARRANTIES
SECTION 6.01. Company will keep Distributor informed of Company's warranty
or warranties applicable to Products as in effect from time to time (such
warranty or warranties, as the case may be, being herein called the "Warranty"),
and Company will extend the appropriate Warranty to each customer who purchases
Product from Distributor upon the purchase of that Product by such customer.
Distributor will include the Warranty, in the form and content specified by
Company, in each agreement for the sale of Products by Distributor, and will
furnish a copy of the Warranty to the customer upon delivery of that Product.
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SECTION 6.02. NO WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE ABOUT
WHICH DISTRIBUTOR IS INFORMED PURSUANT TO SECTION 6.01 HEREOF, ARE GIVEN IN
RESPECT OF PRODUCTS, AND ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
FOR ANY PURPOSE IS HEREBY EXPRESSLY DISCLAIMED.
ARTICLE VII
TERMINATION
SECTION 7.01. This Agreement shall become effective as of the date hereof
when executed by Distributor and Company and unless sooner terminated as
hereinafter provided, this Agreement shall be in effect for a period of one (1)
years from the date hereof and shall be automatically renewed from year to year
thereafter subject at all times to the same rights of termination as hereinafter
provided. Termination of this Agreement as hereinafter provided shall
automatically terminate all schedules hereto.
SECTION 7.02. Either party may terminate this Agreement without cause by
giving the other party not less than three (3) months notice of termination.
SECTION 7.03. Either party may terminate this Agreement immediately by
delivering to the other party or its representative written notice of such
termination in the event of the happening of any of the following:
(a) Any attempted or successful transfer or assignment of this Agreement
or any right or obligation hereunder or any sale, transfer, relinquishment,
voluntary or involuntary, by operation of law or otherwise, of any interest
in the direct or indirect ownership, control or active management of Company
or Distributor without prior written approval of the other;
(b) The execution by either party of an assignment for the benefit of
creditors;
(c) Failure by either party to pay, when due, any indebtedness owed
to the other party, unless expressly waived in writing by the other party.
SECTION 7.04. Notwithstanding any other provision of this Article VII,
either party may terminate this Agreement for failure by the other party to
perform or adhere to any of its obligations under this Agreement by notifying
the other party of such default and allowing the other party thirty (30) days
within which to cure such default. If such default is not cured within thirty
(30) days, the party who gave such notice of default may terminate this
Agreement at any time thereafter upon notice to the other party. If the default
is cured within such time period but thereafter repeated, the party who gave
such notice of default may cancel this Agreement forthwith by notice.
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ARTICLE VIII
TRANSACTIONS AFTER TERMINATION
SECTION 8.01. Any termination of this Agreement shall not release either
party from paying any amount which may then be owing to the other party. In
the event of any termination of this Agreement, all obligations owed by either
party before termination shall become immediately due and payable on the
effective date of termination whether otherwise then due or not.
SECTION 8.02. In the event of termination of this Agreement by Company
pursuant to Section 7.02 or Section 7.04 hereof, Distributor shall sell to
Company, any and all Products or parts in Distributor's stock which are new,
standard, unused, saleable and in good and usable condition, not obsolete, which
are currently offered for sale by Company, within thirty (30) days after the
effective date of termination, and Distributor shall promptly ship such Products
and parts to a destination specified by Company in accordance with shipping
instructions used by Company to Distributor. Company shall bear the cost of
shipment of Products and parts.
SECTION 8.03. Upon termination of this Agreement by Company, Distributor
shall return to Company, at Company's cost, all Products and parts books, price
lists, maintenance manuals, parts and service policy manuals, service bulletins,
parts cross reference manuals, sales aids, and other publications of Company
relating to Products or parts which Distributor has on hand. There will be no
re-stocking fee from Distributor to company to return items. If Distributor
terminated agreement it will be their responsibility to pay all costs in
returning the listed items. Upon termination of this Agreement, Distributor
shall return to Company each sign having any Company name or trademark (whether
or not any such material or signs have been paid for in full by Distributor) and
Distributor will discontinue all advertising of such Products and parts and
remove from Distributor's place of business, at Distributor's expense, all
reference to Company's names and trademarks.
ARTICLE IX
MISCELLANEOUS
SECTION 9.01. This Agreement supersedes all prior or contemporaneous
agreements, representations, warranties and understandings and contains the
entire agreement between the parties hereto. No amendment, modification,
termination, or waiver of any provision of this Agreement nor consent to any
departure therefrom, shall in any event be effective unless the same shall be
in writing and signed by duly authorized representatives of each party hereto
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given. No notice to or demand on
Distributor in any case shall entitle it to any other or further notice or
demand in similar or other circumstances. No failure or delay on the part of
Company in exercising any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further exercise thereof or the exercise
of any other right, power or remedy hereunder.
SECTION 9.02. This Agreement shall be binding upon and inure to the benefit
of the parties
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hereto and their respective successors and assigns, except that neither party
shall have the right to assign or otherwise transfer its rights hereunder or any
interest therein without the prior written consent of the other party.
SECTION 9.03. Neither Company nor Distributor shall by reason of the
termination or non-renewal of this Agreement be liable to the other for
compensation, reimbursement or damages on account of the loss of prospective
profits, or anticipated sales or on account of expenditures, investments,
leases, property improvements or commitments in connection with the business or
good will of Company, Distributor, or otherwise.
SECTION 9.04. All notices, requests, demands, directions and other
communications provided for hereunder shall be in writing and shall be
sufficient (and shall be deemed to have been duly given or made upon receipt) if
delivered in person, by courier service, by cable, by telecopier, by telegram,
by telex or by registered or certified mail (postage prepaid, return receipt
requested) to the attention of the party intended as the recipient thereof at
the address of such party set forth on the first page hereof, or at such other
address or to the attention of such other person as such party shall have
designated for such purpose in a written notice complying as to delivery with
the terms of this Article.
SECTION 9.05. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Kentucky, United States of,
excluding its conflict of laws rules. Any provision of this Agreement which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.
SECTION 9.06. This Agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same
instrument. Headings in this Agreement are included herein for convenience of
reference only and shall not constitute a part of this Agreement for any other
purpose.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
__________________________________________________________________________
CinTel Corp., a State of Nevada Corporation InterSpace Computers, Inc.
By: /s/ Sang Xxx Xxx By: /S/ Xxx Xxxxxx XX
________________________________________ _________________________
Distributor
Sang-Xxx Xxx Xxxxxx X. Xxxxxx XX
Title: Chief Executive Officer / President Title: President
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SCHEDULE I
PRODUCTS
All models and versions of iCache:
Model No. (Series) NIC Throughput Height
Client Accelerator
(Forward Cache)
3000 Series 3020 10/100 45Mbps 1U
3030 75Mbps
5000 Series 5010 10/100*2 85Mbps 1U
5020 130Mbps
7000 Series
7010 10/100*2
Giga NIC 140Mbps 3.5U
7020 170Mbps
8000 Series 8010 10/100*2
Giga NIC*2 200Mbps 3.5U
8020 10/100*2
Giga NIC*2 215Mbps 3.5U
Server Accelerator
(Reverse Cache)
5000 Series 5010S 10/100*2 100Mbps 1U
7000 Series 7010S 10/100*2
Giga NIC 200Mbps
8000 Series 8010S 10/100*2
Giga NIC*2 300Mbps 3.5U
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All models and versions of Venus EMASS:
Model Specification
Venus 50 CPU : Celeron 1.7GHz*1
Memory : PCI2100/1600 DDR SRAM 512MB
Disk : XXXX 80GB
Lan : 10/100BT 2 port (Max. 3 port) 19" Standard 1U Rack Type
Venus 100 CPU : Pentium IV 2.4 GHz *1
Memory : PCI2100/1600 DDR SRAM 1GB (Max. 2GB)
Disk : XXXX 80GB
Lan : 10/100BT 2 port (Max. 4 port)
6 PCI Slots 19" Standard 3U Rack Type
Venus 200 CPU : Xeon 2.0GHz *2
Cache : L2 512K
Memory : Registered DDR2100/1600 1GB
Lan : 10/100BT 2 port (Max. 4 port)
64bit/133MHz PCI-X 2 slot, 64bit/100MHz PCI-X 1 slot, 32bit 33MHz PCI 1 slot
19" Standard 3U Rack Type
Venus 200 Giga CPU : Xeon 2.4GHz *2
Cache : L2 512K
Memory : Registered DDR2100/1600 1GB
Lan : Gigabit 2 port (Max. 4 port)
64bit/133MHz PCI-X 2 slot, 64bit/100MHz PCI-X 1 slot, 32bit 33MHz PCI 1 slot
19" Standard 3U Rack Type
ADDITIONALLY: Any new products that CinTel agrees to bring to the US market.
These products will be reviewed with Distributor and agreed upon with an
amendment to the original agreement.
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SCHEDULE II
TERRITORY
All of the states of the United States & World-wide (non-exclusive).
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SCHEDULE III
COMPENSATION
Five (5%) of any sales amount for any quarter.
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SCHEDULE IV
DELIVERY TERMS
Shipment of equipment from Company to Distributor:
FOB Destination Louisville, Kentucky or other agreed upon location.
The equipment will be shipped to the distributor via any means appropriate.
Coverage will be transferred to Distributor's control upon receipt from shipping
company. The Company will cover shipping costs to distributor. Company will
cover any and all customs/tariffs from origin to Distributor.
Other agreed upon locations can be used if acceptable to both Company and
Distributor.
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