Exhibit 10.10
FREEHAND SYSTEMS CONFIDENTIAL
DEALER CHANNEL AGREEMENT
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DEALER CHANNEL AGREEMENT
This agreement is made and entered into this ___ day of ________, 20__, between
FreeHand Systems, Inc. ("FreeHand"), a Nevada corporation, with headquarters at
00 Xxxxx Xxxxxx, Xxx Xxxxx, XX 00000 XXX, and ______________________ ("Dealer"),
whose headquarters is located at .
FreeHand wishes to enter into an agreement ("Agreement") to have Dealer promote
FreeHand products as defined by the terms of this agreement.
1- Dealer hereby agrees to represent FreeHand and market FreeHand products
actively to its customer base and in its target markets.
2- FreeHand will supply MusicPad Pro Product Line, including accessories, to
Dealer at discounts shown on Pricing Attachment, provided that Dealer and
FreeHand have agreed on a committed forecast and delivery schedule above
the threshold quota established by FreeHand for each annual period.
3- Dealer may participate in sale of digital sheet music according to the
current program guidelines for digital music sales that shall govern any
discounting.
4- Freehand and Dealer will partner to market and promote MusicPad Pro product
line as described in attached Exhibit A.
5- Exhibit A is made a part of the Agreement and all terms and conditions
therein shall be applicable to the Agreement.
This agreement supersedes any prior agreement between the Dealer and FreeHand.
In WITNESS WHEREOF, the parties have executed this Agreement on the date set
forth above.
FOR Dealer: FOR FreeHand Systems, Inc.:
__________________________________ ____________________________________
Signature Signature
__________________________________ ____________________________________
Print Name Print Name
__________________________________ ____________________________________
Title Title
__________________________________ ____________________________________
Date Date
FreeHand Systems, Inc.
00 Xxxxx Xxxxxx, #000, Xxx Xxxxx, XX 00000, XXX
Tel: x0 (000) 000-0000 / Fax: x0 (000) 000-0000
xxx.xxxxxxxxxxxxxxx.xxx
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FreeHand Systems / AWL / Rev. May 17, 2006 Page 1 of 3
FREEHAND SYSTEMS CONFIDENTIAL
DEALER CHANNEL AGREEMENT
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EXHIBIT A
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PRICING, COMMISSIONS, TERMS & CONDITIONS
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o Dealer's threshold quota as of _________ is an annual volume of ______ MPP
Units.
o Manufacturer's Suggested Retail Prices (MSRP) for all markets are as listed
in the current Dealer price list. These prices apply to all markets
worldwide.
o Dealer price lists are revised and updated from time-to-time including
terms and conditions. The most recently published price list and terms
sheets apply to all transactions on or after the release date.
o Quantity Discounts are offered to Dealers for volume purchases and are
based on annual volumes using 12 month committed forecast agreed between
FreeHand and Dealer. A Dealer must carry inventory for resale to other
dealers or for sale to consumers in order to qualify for discounts.
o Dealer prices are not offered to consumers or other individual purchasers.
o MSRP and discount schedules may be changed by FreeHand at any time with or
without prior notice.
o FreeHand may from time-to-time offer promotional pricing (sale promotions)
based on the terms established at time of promotion's announcement.
o FreeHand may at its discretion bundle products and services or create
market specific specialized products. These may be subject to exclusions,
special pricing, customized terms and conditions for each bundle or
specialized product.
o Requests for adjustments for inventory must be received within 90-days of
price change announcements and will be at the sole discretion of FreeHand.
o Product features and model configurations are as described in the
FreeHand's product brochures or web site at xxx.xxxxxxxxxxxxxxx.xxx.
FreeHand may change product features and configurations from time to time
and may add or delete models or accessories. Distributors and Dealers will
be notified of changes.
o FreeHand offers programs for Distributors and Dealers to earn commissions
for sale of digital sheet music. (Details available.)
o All sales are in US dollars. The Distributors or Dealer is responsible for
conversion from US dollars to local currency.
o All sales are net 30 days from date of invoicing, subject to credit
approval by FreeHand.
o FreeHand will determine the criteria for credit approval.
o FreeHand reserves the right to request pre-payment or the payment of a
deposit.
o Until a Dealer has established credit with FreeHand, all sales are cash
basis, may be executed with credit card, by bank draft, or by
bank-to-bank wire transfer.
o FreeHand's corporate office will supply specific requirements and
procedures regarding credit card, bank draft and wire transfer
transactions upon request.
o Delinquent accounts are subject to interest, compounded daily from original
date of invoicing at US prime rate PLUS 6%.
o FreeHand may elect at its sole discretion to suspend shipments to
delinquent account.
o All sales are FOB at FreeHand facilities in California and buyer shall pay
shipping charges from California plus any applicable taxes, fees and
insurance.
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FREEHAND SYSTEMS CONFIDENTIAL
DEALER CHANNEL AGREEMENT
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o For international shipments, the buyer is responsible for all import
regulations, document filings, and other government-mandated
requirements.
o Buyer may specify shipping method or carrier and provide account
information for direct billing of freight charges.
o Returns require a "return material authorization" (RMA) from FreeHand.
Dealers will be charged a repair charge when appropriate, a restocking fee
for returns (15% of original invoice pricing) and are responsible for
freight and shipping charges.
o Support is provided directly from FreeHand via email or telephone at
xxxxxxx@xxxxxxxxxxxxxxx.xxx , via telephone at 000-000-0000 or US toll free
at 000-000-0000.
o Overseas Dealers provide first level support for their customers.
Freehand defines the support level, provides training as appropriate
and second level support is available for customers through Dealers.
o FreeHand products are offered with one-year warranty and additional
year extension (total of two years) for $75 (Dealer Price). Warranty
specifics are available in FreeHand's standard warranty agreement. .
Enhanced warranty protections beyond standard warranty terms may be
offered by FreeHand at special pricing.
o FreeHand may help with advertising, promotional materials (brochures,
flyers, direct mail, etc.) and online web pages as appropriate. FreeHand
may provide materials including headlines, text, graphics, photographs,
logos, layouts, and photo-ready artwork as agreed between Dealer and
FreeHand. Any advertising, promotional materials (brochures, flyers, direct
mail, etc.) and online web pages developed by Dealer must be reviewed and
approved by FreeHand prior to publication and Dealer use. FreeHand reserves
the right for final control of how all FreeHand' products are promoted.
o Trademarks and logos remain the sole property of FreeHand and their use
is allowed by Dealers for promotion of the MusicPad Pro product line
only. Trademarks and logos may not be used for any other purpose. At
any time, with notice from FreeHand, Dealers will cease using FreeHand'
trademarks and logos immediately.
o Trademarks, logos, copyrighted materials and other intellectual
property of FreeHand must be protected and properly marked by the
Dealer in printed materials, video ads and audio tracks.
o Dealer and FreeHand agree to protect the confidentiality of proprietary
information of the other party.
o The relationship with FreeHand is "non-exclusive" and does NOT include any
exclusive Dealer provisions. Dealer is authorized for resell only in
countries specified. Dealer is authorized for sales to dealers for resale
and for sales direct to consumers.
o Territory: United States/Canada or___________________________________
o All contracts, sales and other business transactions between FreeHand and
Dealer are executed in the State of California and are governed by the laws
of California and the United States. FreeHand reserves the right to have
all disputes resolved by binding arbitration under the jurisdiction of
California.
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