EXHIBIT 10.7
GOLD STANDARD RESELLER AGREEMENT
Agreement between INVU Services Limited (hereby referred to as INVU) and
Elcom Technical Services
(Hereby referred to as Elcom)
Date: 18th March 99 Our Ref: MPW/AF ELCOM
OVERVIEW
INVU is pleased to appoint ELCOM as an Authorized Gold Standard Reseller with
effect from 18th March 99. This appointment is for the INVU range of products,
as specified in appendix A.
This appointment entitles ELCOM to represent itself as an Authorized Reseller
for INVU and an Authorized Reseller of the relevant INVU range.
In accordance with this appointment, ELCOM agrees to use all reasonable
endeavors to promote and sell the INVU range of products.
TERMS
1. INVU grant, and ELCOM accepts this nonexclusive appointment as an
Authorized Reseller for the specified product(s) from INVU for a period
of 12 months from 18th March 99, renewable on termination for a 12
month period, subject to agreement from both parties.
2. ELCOM agrees to provide qualified and competent sales and marketing
staff, and to use all reasonable endeavors to maximize the sales
opportunities for the INVU range.
3. INVU agrees to pass sales leads to ELCOM subject to availability. INVU
also agree to inform ELCOM regarding Trade Shows, promotional material,
press releases and other relevant marketing materials and activities in
a timely fashion. ELCOM undertake to advise INVU on a monthly basis as
to the progress and follow-up of all leads and customer contacts
relevant to INVU products. ELCOM also undertake and provide a ninety
day rolling forecast of business relevant to INVU.
4. All reasonable quantities of sales literature, marketing materials and
the like, required in the normal course of business for promoting,
selling and marketing of product from INVU will be supplied free of
charge.
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5. INVU will provide two places on INVU technical training courses free of
charge to ELCOM personnel.
6. ELCOM must ensure at all times that it employs two technical staff who
have attended the INVU one day technical authorization course.
7. ELCOM will provide a first line support service to all its clients on
INVU products. This service will handle the initial customer call, and
resolve any issues which could normally expect to be resolved by staff
who have had the INVU training. INVU will not handle support calls from
ELCOM clients directly.
8. ELCOM will be permitted to use the Authorized Dealer hot line technical
support facility for its own second line support needs. Full online
access will also be available to the INVU web site support page for
access to new releases, bug clearances, and technical updates. ELCOM
must purchase their own modem and connectivity means to enable access
to the web site.
9. INVU retains the right to charge ELCOM for support and management time
spent in answering support calls and onsite visits which should have
been resolved by trained ELCOM staff. Standard INVU charging rates are
available on request.
10. INVU product sold through ELCOM will be covered by the INVU product
warranties set out in the INVU software license.
11. ELCOM will maintain a working demonstration system for the nominated
INVU products at all times. INVU will provide, free of charge, a
"Demonstration Product," comprising one item of INVU software. INVU
undertakes during the continuation of this agreement to maintain the
software content "Demonstration Product" to the latest specification at
all times at no additional cost to the dealer. It is the responsibility
of ELCOM to provide, at their own cost, whatever hardware as is
necessary to run the demonstration system.
12. Product supplied to ELCOM by INVU will at 36% discount from INVU's
published United Kingdom recommended retail price list. Product shown
on rolling 90 day forecasts will normally be shipped within one working
day of receipt of order. Product not shown on 90 day rolling forecasts
may be subject to delivery delays, normally not exceeding five days.
13. Gold Standard Resellers must achieve a minimum spend with INVU of
(pound)25,000 per calendar quarter. This achievement will be reviewed
by the INVU account manager in the month following the end of quarter,
and failure to achieve the minimum level will lead to suspension of
this contract. Supply of INVU product will then only be made on the
standard registered VAR terms of 25% discount, and the VAR will have no
access to INVU leads, marketing activities and materials.
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14. Payment of all INVU invoices will be on strict twenty-one day terms.
Failure to meet these terms on any invoice will constitute a material
breach of the agreement, and will lead to an immediate charge of the
extra 11% discount on the invoice value which is given solely to Gold
Standard VARs. Reconstitution of the normal 36% terms will only be by
agreement with INVU.
15. INVU reserves the right to amend the United Kingdom recommended retail
price list at any time subject to 30 days notice in writing.
16. ELCOM will only sell INVU products to genuine end user clients for use
on hardware configurations which belong to them. ELCOM will not supply
the range of INVU products to resellers who are not authorized by INVU.
17. For the term of this agreement, ELCOM is appointed as a Gold Standard
Authorized Reseller. If the contract is terminated for any reason,
ELCOM must stop use of these terms immediately.
18. This agreement is governed and construed in accordance with the laws of
England.
Two copies of the agreement should be signed by an authorized signatory for the
company, and returned to INVU. The agreement is not deemed to be in place until
INVU have countersigned the agreement and returned it.
FOR AND ON BEHALF OF ELCOM
Signature
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Name
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Position
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Date
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FOR AND ON BEHALF OF INVU SERVICES LIMITED
Signature
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Name
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Position
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Date
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Competitors
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The market has a wide range of competitors who tend to occupy disparate and
niche areas. Filenet, Filenet Watermark, PC Docs, Optika and Documentum are some
of the better known, but none of these have attained brand level penetration.
Without exception, these competing technologies are complex and expensive,
keeping them beyond the reach of the high volume SME market. The closest
competitor to INVU SOLO is Watermark which offers its standalone product at
x.XX$350.00 per license.
INVU SOLO retails at US$100.00, but includes an embedded full relational
database. This given INVU SOLO an extremely powerful ability to store thousands
of documents with fast retrieval times. Watermark does not have this ability and
has resultant performance degradation. INVU SOLO is, also, easier to use and has
its own fax capability, and extensive leading-edge functionality.
INVU has major price-performance advantages over its competitors in the
multi-user and internet environment. By virtue of a joint technology marketing
agreement with Computer Associates, a 25-user license can be offered at under
US$5,000.
The competitors mentioned above are all in excess of US$35,000. With the huge
brand credibility and distribution routes offered by Computer Associates, INVU
expects to make major market inroads.
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