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Exhibit 10.13
SPRINTNETSM AND SPRINTMAILSM
INTERNATIONAL VALUE ADDED SERVICES ("IVAS")
DISTRIBUTOR AGREEMENT No 2662
This AGREEMENT made this _________ day of _________, 1995 between SPRINT
NETWORKS, a Russian-American Joint Stock Company, (hereinafter "SPRINT"),
duly organized and existing under the laws of the Russian Federation, and
having its principal office at 0 Xxxxxxxxx xxxxxx 000000 Xxxxxx Russian
Federation, and Corbina Telecommunications and More (hereinafter
"DISTRIBUTOR"), duly organized and existing under the laws of Russian
Federation, and having its principal office at Xxxxxxxxx Xxxxxxxx 00000,
Xxxxxx; collectively, the "Parties", and individually "Party".
WHEREAS, SPRINT has developed worldwide data communications network
services called SprintNetSM, SprintMailsm and, providing the quality of
the used channels is appropriate, Global SprintFaxSM, hereinafter referred
to as "International Value Added services" or IVAS";
WHEREAS, DISTRIBUTOR desires to act as an authorized reseller of IVAS in
the Territory as defined below;
NOW, Therefore, in consideration of the mutual agreements and
understandings herein contained, the parties hereto agree as follows:
1. DEFINITIONS
"Customer" - The third party organization which contracts with
DISTRIBUTOR for the provision of IVAS Services;
"Collection Rate" - The price established independently by
DISTRIBUTOR for charging its own customers for provision of IVAS
Services;
"Tariff Rate" - The retail rate established by SPRINT for the sale
of IVAS Services to customers.
"Discounted Tariff" - The rate established for each IVAS Service by
the Parties upon which the Settlement Rate is based;
"Territory" - For the purposes of this Agreement, Territory is
defined as the geographical region as recognized at the effective
date to be the territory of Moscow.
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2. NON-EXCLUSIVE DISTRIBUTOR ARRANGEMENT
A. Appointment and Acceptance - SPRINT hereby appoints DISTRIBUTOR upon
the terms and conditions herein set forth, as a non-Exclusive Distributor
of SPRINT for the purchase and resale of IVAS Services in the Territory.
The specific IVAS Services which DISTRIBUTOR may resell are set forth in
Exhibit "A". The description of IVAS services is given in EXHIBIT C to
this Agreement. DISTRIBUTOR hereby accepts such appointment and agrees to
act as a Distributor of Services as defined herein.
B. Marketing Coordination - SPRINT will coordinate any and all marketing
efforts that it may perform in the Territory with DISTRIBUTOR. This
coordination shall consist at a minimum of the following:
(i) If the customer has a contract with SPRINT for the provision
of IVAS Services, the DISTRIBUTOR will not market these
Services to the customer;
(ii) If the Customer has a contract with DISTRIBUTOR for the
provision of IVAS Services, then SPRINT will not market these
Services to the Customer;
(iii) Operational issues such as account management for prospective
customers will be coordinated by mutual agreement of the
Parties, such that both Parties will not market to the same
prospective customer, except by mutual agreement.
C. Non-Exclusivity - Nothing in this Agreement shall preclude or limit
SPRINT from appointing other Distributors of Services in the Territory.
SPRINT shall make its best efforts to ensure the coordination of different
Distributors of Services and DISTRIBUTOR shall make its best efforts to
ensure coordinated activity with other Distributors of Services.
3. TERM OF THE AGREEMENT/EFFECTIVE DATE
3.1 Term and Termination
This Agreement shall take effect from the date stated hereinabove and
shall remain in effect unless terminated by one or the other Party or both
Parties. This Agreement may be terminated upon six (6) months' written
notice by either Party to the other Party.
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3.2 Commitments upon Termination
Upon termination of this Agreement, SPRINT will continue to provide IVAS
Services to DISTRIBUTOR in support of any outstanding DISTRIBUTOR
contractual commitments to its customers, for up to one (1) year after
termination. DISTRIBUTOR will continue to pay for these IVAS Services
during that period.
4. PRICES/PRODUCTS
The rates for IVAS Services provided by SPRINT to DISTRIBUTOR shall be as
set forth in the schedule attached hereto as Exhibit "B" and made a part
hereof. The Discounted Tariff Rate shall be the rate paid by DISTRIBUTOR
to SPRINT for purchase of the Services. Collection Rates are the
responsibility of DISTRIBUTOR. Discounted Tariff Rates for IVAS Services
may be modified from time to time by SPRINT upon ninety (90) days prior
written notice to DISTRIBUTOR. In addition to these rates, SPRINT may set
a fixed monthly charge for DISTRIBUTOR.
5. DISTRIBUTOR RESPONSIBILITIES
DISTRIBUTOR shall be solely responsible for all risks and expenses
incurred in connection with its actions in the resale and service of the
IVAS Services or any other acts required of DISTRIBUTOR pursuant to this
Agreement. DISTRIBUTOR shall independently contract for itself for the
purposes of resale of the IVAS Services and act in all respects on its own
account. DISTRIBUTOR shall indemnify SPRINT for any claims arising from
DISTRIBUTOR's/DISTRIBUTOR's Customer's use of IVAS Services.
6. TAXES AND TERMS OF PAYMENT
6.1 Taxes - The prices quoted herein are net and do not include amounts
arising from any tariff, duty, levy, tax or withholding, including but not
limited to Value Added Tax, sales, property, ad valorem and use taxes, or
any tax in lieu thereof, which may in the future be imposed by any
government or governmental agency with respect to the IVAS Services to
DISTRIBUTOR or its Customers with respect to this Agreement.
6.2 Terms of Payment - (1) DISTRIBUTOR shall be invoiced monthly for the
IVAS Services ordered by DISTRIBUTOR, except that fixed monthly charges
shall be invoiced in advance. All the payments shall be effected by
DISTRIBUTOR in US Dollars to SPRINT'S account indicated in the invoice
within thirty (30) calendar days from the date of receipt by DISTRIBUTOR
of
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SPRINT's invoice. In case the payable amount is not received to SPRINT's
account within forty-five (45) calendar days from the date of SPRINT's
invoice, DISTRIBUTOR shall pay to SPRINT a penalty of 1.5% of the delayed
payment for each month after the said 45 calendar days.
In case the payable amount is not received to SPRINT's account within
sixty (60) calendar days from the date of receipt by DISTRIBUTOR of
SPRINT's invoice, SPRINT shall have the right to immediately and by prior
notice to DISTRIBUTOR suspend or terminate this Agreement and it does not
release DISTRIBUTOR from payment of the said penalty.
DISTRIBUTOR shall compensate SPRINT for any losses or damage arising from
DISTRIBUTOR's breach of its obligations under this Agreement, including
reasonable expenses for attorney fees incurred in enforcing this
Agreement. The penalty procedure shall be enforced in case the outstanding
amount exceeds $ 500.
(2) For such products as PC SprintMailsm software package, modems, smart
boxes, etc. to be supplied by SPRINT to DISTRIBUTOR for its Customers, the
payments shall be effected by DISTRIBUTOR to SPRINT's account as per
SPRINT's invoice and SPRINT shall start supplying the product/equipment
only upon the payments is received to this account.
(3) While making payments DISTRIBUTOR shall indicate No. of this Agreement
and No. of SPRINT's invoice to identify the payment received.
(4) Bank charges for payment of invoices shall be at the expense of
DISTRIBUTOR.
7. SPECIFICATIONS OF IVAS SERVICES
IVAS Services will be delivered in accordance with SPRINT's
specifications, which may be modified or changed without notice,
provided that said change or modification does not substantially
alter the functioning or performance of the IVAS Services that would
cause any Customer impact.
8. DISTRIBUTOR'S UNDERTAKINGS
A. Market Development - DISTRIBUTOR shall diligently and faithfully exert
its best efforts to develop the market and promote the sale of IVAS
Services within the Territory. DISTRIBUTOR shall conduct promotional
programs, including advertising of IVAS, to develop the market for the
IVAS
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Services within the Territory. The cost of such market development and
promotion of the IVAS Service and within the Territory shall be borne in
full by DISTRIBUTOR, except for such costs, if any, as SPRINT shall agree
in writing to bear in each case.
B. Service Facilities - DISTRIBUTOR shall maintain facilities at its own
expense to render complete service to Customers, including Customer
service and Customer training.
C. Market Feedback - DISTRIBUTOR shall provide to SPRINT, for the purpose
of effectively managing its system resources and addressing present and
future Customer requirements, at no expense to SPRINT, quarterly Customer
account review information ("REPORTS") to include, but not necessarily be
limited to, the following:
(i) Six (6) months' forecast of network Customers;
(ii) Summary of service-related problems and status thereof;
(iii) Information pertaining to specific IVAS Service and Product
applications developed or in use;
(iv) Competitive activity.
These reports should be sent to the address indicated in Article 16.I, of
this Agreement.
D. Administrative IVAS Services - DISTRIBUTOR shall follow the order
administration process defined by SPRINT and shall utilize the associated
support tools.
E. Extra-Territory Sales - DISTRIBUTOR shall refrain from seeking
customers for IVAS Services, and from establishing and maintaining any
branch or distribution depot for the purpose of selling IVAS Services
outside the Territory, unless DISTRIBUTOR has the prior written consent of
SPRINT.
F. License of Improvement, etc. - DISTRIBUTOR agrees that, during the term
of this Agreement, it will provide SPRINT with a nonexclusive royalty-free
license or right to use any improvements, inventions or modifications
developed by DISTRIBUTOR, its employees or agents pertaining to the IVAS
Services subject to reasonable compensation to DISTRIBUTOR.
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G. Customer Support/Customer Training - DISTRIBUTOR shall maintain a staff
specifically to ensure subscribers full understanding of the use of the
IVAS Services supplied. This support will include Customer training and
timely response to customer questions.
9. UNDERTAKINGS BY SPRINT
A. Sales and Product Literature - SPRINT agrees to provide DISTRIBUTOR
with a reasonable amount of copies of current English and Russian version
sales and promotional literature, and Customer Documentation at no charge.
B. Training - SPRINT shall provide, at the expense of DISTRIBUTOR,
training for DISTRIBUTOR's personnel with respect to operation, sale,
service, and administration of the IVAS Services.
C. SPRINT shall also make available, on DISTRIBUTOR's request, training
for DISTRIBUTOR's customers in the operation and use of the IVAS Services,
but at the expense of DISTRIBUTOR. Cost of such training will be one
hundred U.S. Dollars per person.
D. Advertising and Promotion - SPRINT reserves the right to review for
approval in advance of publication all advertising, promotional, and
training materials used or distributed by DISTRIBUTOR which relate to the
IVAS Services. SPRINT shall conduct said review without undue delay.
Except as may be required by law, neither Party shall without the other
Party's prior written consent make any news release or public announcement
concerning the subject matter of this Agreement.
E. Patent Indemnity - If promptly notified in writing of any action
brought against DISTRIBUTOR based on a claim that the IVAS Services or
their usage by DISTRIBUTOR infringes an applicable Russian patent or
copyright, SPRINT shall defend any such action at its expense and shall
pay any and all fees, costs or damages that may be awarded in such action,
or settlement thereof, provided DISTRIBUTOR gives SPRINT full information
and assistance necessary to defend and/or settle. SPRINT may, at its sole
option, negotiate a settlement or compromise thereof. In the event that a
final injunction is obtained against DISTRIBUTOR prohibiting usage of the
IVAS Services purchased hereunder or any part thereof by reason of
infringement of an applicable patent or copyright, SPRINT shall, at its
option, either: (i) at its expense, procure for DISTRIBUTOR the right to
continue using the IVAS Services or replace or modify IVAS Services so
that they are non-infringing; or (ii) direct DISTRIBUTOR to discontinue
sale of the IVAS
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Services. In the latter event this Agreement shall be terminated
immediately. DISTRIBUTOR agrees to include this paragraph in all contracts
with its Customers.
F. Customer Contracts - DISTRIBUTOR shall, prior to the commencement of
marketing IVAS Services, provide its form of Customer contract to SPRINT
for review and approval. SPRINT's review shall be limited to ascertaining
whether the proprietary and legal interests of SPRINT are adequately
protected in such contract.
G. Billing Statistics - SPRINT shall provide DISTRIBUTOR with concise and
correct billing statistics and supporting information required for
DISTRIBUTOR to produce invoices for its customers.
H. Exchange of Client Lists - SPRINT shall provide to DISTRIBUTOR and
DISTRIBUTOR shall provide to SPRINT, at the end of each month or at the
request of the other party a list of current customers. This list is to be
used only to avoid duplication of marketing efforts and is to be
considered proprietary information by both parties. Any disclosure of this
information without the prior written consent of the other party to the
disclosing party will be held to be a breach of Section 13 of this
contract.
I. Administration Mailbox - SPRINT will provide to DISTRIBUTOR one
user-identifier, "Mailbox", on the SovMail system for purpose of
interconnection between SPRINT and DISTRIBUTOR for the purpose of
executing the present Agreement.
10. TRADE NAME AND TRADEMARK
A. License of Trademarks for IVAS
IVAS Services - Contemporaneously with the execution of this Reseller
Agreement, SPRINT and DISTRIBUTOR shall enter into a trademark license
agreement permitting DISTRIBUTOR to use the trademarks owned by
DISTRIBUTOR or its parent in connection with the IVAS.
B. Identification of IVAS Services
DISTRIBUTOR in advertising, contracting or dealing with third parties,
shall not refer to IVAS Services by any other trade name, trademark or
service-xxxx except as approved by SPRINT.
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C. Use of IVAS after Termination
Upon termination of this Agreement, DISTRIBUTOR shall discontinue all such
uses and any representations which make it appear that DISTRIBUTOR is
still handling the IVAS Services, except as provided in Article 3.2 of
this Agreement.
D. Survival of Obligations
The obligations undertaken by DISTRIBUTOR pursuant to this Article 10
shall survive termination of this Agreement, and in the event of such
termination DISTRIBUTOR agrees not to register or use any trademarks,
trade names, or service-marks which are the same as or confusingly similar
to the trademark licenses pursuant to this Article 10.
11. MISCELLANEOUS UNDERTAKINGS
A. Downtime - There shall be no credits for "downtime" of IVAS Services
whether due to failure of communications, power outages, force majeure, or
failure of SPRINT's hardware or software up to 24 hours. For "downtime"
more than 24 hours, SPRINT will credit DISTRIBUTOR 1/30th of the monthly
fixed charges for each additional 24-hours period or part thereof, where
these fixed charges exclude failure of, or charges for, access lines.
DISTRIBUTOR shall notify SPRINT, in writing of any outages and provide
supporting documentation if requested by SPRINT.
B. DISTRIBUTOR Supplied Software and Hardware - SPRINT shall not be liable
for any act or omission of any other entity furnishing equipment or
software to DISTRIBUTOR or to DISTRIBUTOR's Customers, nor shall SPRINT be
liable for any damages or losses due to the fault or negligence of
DISTRIBUTOR or a Customer in conjunction with the IVAS Services.
C. Modifications - SPRINT shall not be liable to DISTRIBUTOR or to
DISTRIBUTOR's Customers if changes in any of SPRINT's facilities,
operations, procedures, or services: (i) render obsolete any equipment or
software provided by DISTRIBUTOR or Customer in conjunction with its use
of the IVAS Services; (ii) require modification or alteration of such
equipment or software; or (iii) otherwise affect its performance.
D. Customer Information Security - DISTRIBUTOR assumes sole responsibility
for the selection and use of any code or passwords as may be permitted or
required by the IVAS Services. SPRINT's obligation for file
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security shall be limited to the provision of password or similar access
inhibition.
12. RESTRICTIONS ON USE
The resale of IVAS Services is furnished subject to the condition that
there will be no abuse or fraudulent use thereof. Abuse and fraudulent use
of IVAS Services includes, but is not limited to:
A. Obtaining or attempting to obtain IVAS Services by rearranging,
tampering or making connection with any facilities of SPRINT, or by any
scheme, false representation or false credit device, or by or through any
other fraudulent means or devices whatsoever, with intent to avoid
payment, in whole or in part, of the regular charges for IVAS Services.
B. Attempting to, or actually obtaining, accessing, altering, or
destroying the data files, programs, procedures and/or information of
another SPRINT customer or by rearranging, tampering with or making
connection with any facilities of SPRINT or by any scheme, false
representation or through any other fraudulent representation means or
devices whatsoever.
C. Distribution of unsolicited advertisements, brochures, sales catalogues
or any other material which might be construed as sale or promotional
materials in quantity to Customers or to monitored bulletin boards outside
of DISTRIBUTOR's accounts.
D. Assisting another to perform the acts prohibited in A, B, and C. above.
E. Using IVAS Services in such a manner as to interfere unreasonably with
the use of IVAS Services by one or more other customers.
F. Using information deemed to be, at SPRINT's sole discretion, obscene,
salacious, or prurient.
Any attempt to misuse IVAS Services must be stopped immediately by
DISTRIBUTOR. Failure to do so within ten (10) days of written notice by
SPRINT shall be deemed a material breach of this Agreement and
notwithstanding any provision herein to the contrary, shall immediately
entitle SPRINT to any and all of SPRINT's remedies hereunder including
termination, and any remedies as may exist at law or in equity.
The obligations of this Article 12 shall survive termination of this
Agreement.
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13. PROPRIETARY INFORMATION/CONFIDENTIALITY
During the performance of this Agreement, the Parties may become privy to
each other's proprietary or confidential information. Each Party agrees
that it shall maintain in confidence proprietary and confidential
information disclosed by the other Party and that such information shall
not be disclosed to any third parties (except third parties who may be
performing maintenance services on the hardware or software used in
conjunction with providing IVAS Services) unless such information:
A. Was in the public domain or available to a third party without
restriction to keep it confidential at or prior to the time the receiving
Party disclosed it to the third party; or
B. Had been independently developed or known to the receiving party at the
time of disclosure to the third party; or
C. Was know to the third party at the time of disclosure; or
D. Was disclosed inadvertently to a third party despite the exercise of
the same measure of care as the receiving Party; or
E. Must be disclosed to an independent common carrier or regulatory body
as a necessary incident of furnishing public data communications switching
service; or
F. Is disclosed to the third party after three (3) years from the date of
this Agreement; or
G. Is received in good faith by one party, or a third party without any
obligations to keep it confidential; or
H. As may be necessary or required by law or by any governmental agency.
With respect to E and H above, disclosures shall be made only after ten
(10) days prior written notice by the Party that received the information
to the Party that provided the information indicating its intent to
disclose. Each Party shall obtain a written undertaking from any third
party to which it proposes to disclose such information in substantially
the form of this Article and shall obtain the providing Party's prior
written consent before making the disclosure.
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14. WARRANTY AND LIMITATION OF LIABILITY
A. WARRANTY - SPRINT MAKES NO WARRANTY EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR USE OR PURPOSE. IT IS INTENDED BY THE PARTIES THAT THIS SECTION
SHALL APPLY TO DISTRIBUTOR OR ANY OF DISTRIBUTOR'S SUBSCRIBERS, CUSTOMERS,
OR USERS.
B. Limitation of Liability - SPRINT's and DISTRIBUTOR's liability for
actual, proven damages for any cause whatsoever, and regardless of the
form of action, whether in contract or in tort or otherwise, including
negligence, shall be limited to an amount equivalent to the charges
payable by DISTRIBUTOR under this Agreement for the Service and during the
period when such damages shall occur but not more than U.S. $10,000 in the
aggregate. In no event shall SPRINT or DISTRIBUTOR be liable for any
special or consequential damages arising from the use, misuse,
unavailability, error or omission of the IVAS Services or from any other
cause whatsoever.
15. TERMINATION
A. Termination Upon Default - Either Party may terminate this Agreement in
the event of a default by the other Party, provided that the
non-defaulting Party so advises the defaulting Party in writing of the
event of alleged default and the defaulting Party does not remedy the
alleged default within thirty (30) days after written notice thereof.
Default is defined to include:
(i) Either Party's insolvency or initiation of bankruptcy or
receivership proceedings by or against the party;
(ii) Either Party's material breach of any of the other terms or
conditions hereof including the failure to make any payment
when due; or
(iii) The execution by DISTRIBUTOR of a Deed of Trust or Assignment
for the benefit of creditors or any other transfer or
assignment of a similar nature (it being understood that the
execution of any third party financing agreement(s) shall not
constitute an event of default hereunder).
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B. Assignment of contracts/Payments Upon Termination
(i) Termination regardless of cause or nature (including
non-renewal of this Agreement) shall be without prejudice to
any other rights or remedies of either Party and without
liability to the other Party (except as provided in this
Agreement) for any loss or damage occasioned thereby, and each
Party shall remain responsible for its obligations existing
immediately prior to termination.
(ii) Upon termination of this Agreement, DISTRIBUTOR shall promptly
assign to SPRINT or to SPRINT's designee, all of SPRINT's
customer contracts relating to the provision of the IVAS
Services. Upon such assignment, SPRINT agrees to continue to
provide the IVAS Services to the Customer under SPRINT's
standard terms and conditions for the provision of the IVAS
Services "Assigned Contracts".
(iii) DISTRIBUTOR agrees that upon termination it will turn over to
SPRINT its current prospect list. The prospect list shall
include the name of the prospect and the contact name.
C. Survival of Obligations - Termination of this Agreement for any cause
shall not release either Party hereto from any liability which at the time of
termination has already accrued to the other Party hereto or which thereafter
may accrue in respect to any act or omission prior to termination or from any
obligation which is expressly stated herein to survive termination; provided,
however, that SPRINT may, without liability, cancel any previously accepted
orders if this Agreement is terminated pursuant to Paragraph A hereof.
16. MISCELLANEOUS
A. Applicable Law - The validity, construction and performance of this
Agreement shall be governed by and interpreted in accordance with the laws
of the Russian Federation.
B. Effects of Headings - Except for headings appearing in Article 1
hereof, headings to articles and paragraphs of this Agreement are intended
only to facilitate reference, do not form a part of this Agreement, and
shall not in any way affect the interpretation hereof.
C. Modification, Etc. of Agreement - No addition or modification of this
Agreement shall be effective or binding on either of the Parties hereto
unless
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reduced to writing and executed by the respective duly authorized
representatives of each of the Parties hereto.
D. Hold Harmless - Except as expressly provided otherwise herein or as
required by applicable law, DISTRIBUTOR and SPRINT covenant and represent
that each will hold the other harmless for and against all suits, claims,
liabilities, damages, and expenses (including legal expenses) of any kind
or character, including injury to person or damage to property and
infringement of property rights, alleged, charged, or
otherwise asserted by third persons, arising out of or in connection with
the other Party's acts in performance of this Agreement, including but not
limited to the resale of the IVAS Services, DISTRIBUTOR's dealings with
its Customers, or any representation or action made by DISTRIBUTOR in its
marketing of IVAS Services or performance of any obligations under this
Agreement.
E. Assignment - DISTRIBUTOR may not assign its rights or obligations under
this Agreement, in whole or in part, without the prior written consent of
SPRINT.
F. Non-Waiver - The waiver, express or implied, by either Party hereto of
any rights hereunder or of any failure to perform or breach hereof by the
other Party hereto shall not constitute or be deemed a waiver of any other
right hereunder or any other failure to perform or breach hereof by the
other party hereto, whether of a similar or dissimilar nature.
G. DISTRIBUTOR as Independent Contractor - DISTRIBUTOR is an independent
contractor and is not authorized to act as a representative or commercial
agent for or legal representative of SPRINT, and DISTRIBUTOR shall not
have authority to assume or create any obligation on behalf of, in the
name of, or binding upon, SPRINT, nor to represent SPRINT as a reseller in
any manner not specifically provided for herein, and all sales by
DISTRIBUTOR shall be in its own name and for its own account.
H. Entire Agreement - This Agreement, together with any agreements or
other documents to which it may be made part, and all Exhibits annexed
hereto, constitutes the entire agreement between the parties, and
supersedes any prior agreement, written or oral, including the terms of
any negotiations in connection with or relating to this agreement. No
agent, employee, or representative of either party has any authority to
bind such party to any affirmation, representation, or warranty, and
unless such is specifically
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included within this written Agreement, it shall not be enforceable by the
other Party hereto.
No statement, made prior to or after the date hereof, whether by
representatives of SPRINT or DISTRIBUTOR nor any documentation,
information, advice, consultation or otherwise, including representation
by salespersons, sales engineers, technical personnel, or other employees
or agents, shall be deemed to supplement, alter, waive, or modify the
terms contained herein.
I. Notices - Except as otherwise provided in this Agreement, all notices
required or permitted to be given hereunder shall be in writing and shall
be valid and sufficient if dispatched by registered airmail, postage
prepaid, addressed as follows:
If to SPRINT:
Sprint Networks
Xx. 0 Xxxxxxxxx Xxxxxx, Xxxxxxxx No. 7
103375 Moscow, Russia
Attention: General Director
Telephone: (0-000) 000-0000
Facsimile: (7-095) 923-2344
If to DISTRIBUTOR:
Attention: Xxxx Xxxxxxxxxx
Telephone: 000-00-00
Fax: 000-00-00
Either Party hereto may change its address by a notice given to the other
Party hereto in the manner set forth above. Notices given as herein
provided shall be considered to have been received ten (10) days after the
mailing thereof.
J. Severability - Should any part of this Agreement for any reason be
declared invalid, such decision shall not affect the validity of any
remaining portion, which shall remain in force and effect as if this
Agreement had been executed with the invalid portion thereof eliminated,
and it is hereby declared the intention of the Parties hereto that they
would have executed the remaining portion of this Agreement without
including therein any such part or portion which may, for any reason, be
hereafter declared invalid.
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K. Confidential Treatment - The contents and substance of this Agreement
shall in no event be disclosed by DISTRIBUTOR to third parties except by
consent of the parties hereto or as may otherwise be required by law.
L. Remedies - Upon the occurrence of an Event of Default, SPRINT shall be
entitled to retain all payments made prior thereto, and SPRINT at its
option may, by thirty (30) days written notice to DISTRIBUTOR terminate
this Agreement without prejudice to any other remedies of SPRINT at law or
otherwise.
M. Force Majeure - neither SPRINT nor DISTRIBUTOR shall not be responsible
for any delay or failure in performance or other duties hereunder (whether
material or not) due to any occurrence commonly known as force majeure,
including, without limitation, acts of God, any governmental body (de jure
or de facto) or public enemy, riots, embargoes, strikes, or other
concerted acts of workmen (whether of the Parties or others), casualties
or accidents, deliveries or transportation and shortage of cars, trucks,
fuel, power, labor, or materials, or any other causes, circumstances, or
contingencies, whether of a similar or dissimilar nature to the foregoing,
beyond the parties' control, which prevent or hinder the transmission of
IVAS Services or performance by either party or any of its obligations
hereunder.
SPRINT shall give DISTRIBUTOR, and DISTRIBUTOR shall give SPRINT, notice
in the event of any one or more of the foregoing occurrences. Upon such
notice, the notifying Party may cancel or delay performance hereunder for
so long as such performance is delayed by such occurrence or occurrences
and in such event the notifying Party shall have no liability to the other
party or its Customers.
17. ARBITRATION
Any dispute of claim arising out of this Agreement or the breach thereof
shall be settled by arbitration in accordance with the Arbitration Rules
of the International Chamber of Commerce then in effect, and judgment upon
the award may be entered in Moscow, the Russian Federation. Neither Party
shall appeal such award to any court or regulatory agency. Unless
otherwise agreed, venue for arbitration shall be in Helsinki, Finland.
Such arbitration shall be conducted on a cost-sharing basis with each
Party sharing equally the costs associated therewith.
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18. COSTS
Except as otherwise provided herein, each Party shall bear its own costs
associated with its performance hereunder.
THIS AGREEMENT ALONG WITH ALL EXHIBITS HERETO CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ANY PRIOR AGREEMENTS, WRITTEN
OR ORAL. NO WAIVER, ALTERATION OR MODIFICATION OF ANY OF THE PROVISIONS
HEREOF SHALL BE BINDING UNLESS MADE IN WRITING BY AND SIGNED BY A DULY
AUTHORIZED OFFICER OF THE PARTIES.
IN WITNESS WHEREOF, the Parties have hereunto set their hands and caused
their corporate seals to be affixed hereto.
SPRINT DISTRIBUTOR
_________________________ __________________________________
Signature Signature
_________________________ __________________________________
Printed Name Printed Name
_________________________ __________________________________
Title Title
_________________________ __________________________________
Date Date
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