EXHIBIT 10.25
MASTER DISTRIBUTOR AGREEMENT
THIS MASTER DISTRIBUTOR AGREEMENT (the "Agreement"), by and between Preferred
Voice, Inc. ("PVI"), a corporation organized and existing under the laws of the
State of Delaware authorized to do business in Texas, and Voice Retrieval, Inc.
("Master Distributor"), a corporation organized and existing under the laws of
the State of Texas. This Agreement shall become effective beginning on the last
date of signature hereto (the "Effective Date").
RECITAL
WHEREAS, PVI is in the business of providing certain voice recognition products
and services having multiple applications in the telecommunication industry; and
WHEREAS, Master Distributor is a member of an affiliated group of companies
which provide various telecommunication related services including Personal
Communication Services (PCS), Telephone Answering Services (TAS), long distance,
voice mail and paging services; and
WHEREAS, in order to increase its sales of the products and services, PVI is
establishing a national distribution network through the creation of multiple
distributorships who will have geographic areas of primary responsibility but
not exclusive areas, as described herein (the "Distributorships"); and
WHEREAS, the Master Distributor desires to establish a Distributorship and PVI
has agreed to grant the Master Distributor the distribution rights set forth
herein.
TERMS AND CONDITIONS
NOW THEREFORE for and in consideration of the mutual premises described herein
and for other good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged the parties hereto agree as follows:
1. DEFINITIONS. The definitions set forth above and the following
definitions shall apply to this Agreement:
1.1 Affinity Groups means organizations whose membership consists
of persons who derive benefits from the group or who otherwise
wish to support the group.
1.2 Agent means a legally established corporation, entity, or
individual retained by the Master Distributor, a Distributor,
or Dealer to sell PVI's Services directly to End- Users.
1.3 Accounts shall mean purchasers of Services.
1.4 Dealer means a legally established corporation, entity, or
individual qualified to sell PVI's Services under Master
Distributor Agreement.
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1.5 Distributor means a legally established corporation, entity,
or individual qualified to sell PVI's Services under Master
Distributor.
1.6 End-Users means persons using PVI's Services.
1.7 Xxxx(s) means any trademark service xxxx, trade dress or trade
name which PVI may designate, use, or adopt from time to time
to identify its Services.
1.8 Market Area means that non-exclusive geographic area
identified on Addendum "A" attached hereto.
1.9 National Account means national and regional entities that
operate in multiple locations in different territories.
1.10 PVI Proprietary Information means any information, written or
oral, including without limitation any technical and/or design
information on the Services, and any information relating to
the present or future business operations, financial
condition, plans, sales, marketing and promotional efforts,
customers and price lists of PVI or of the applied party
hereto and its subsidiaries and affiliates disclosing such
information, and all other information of any kind which may
reasonably be deemed confidential or proprietary, including
without limitation this Agreement and its terms
1.11 Services or PV1 Services means any telecommunication
service(s) or equipment offered by PVI.
2. APPOINTMENT OF MASTER DISTRIBUTOR AND MARKET AREA.
2.1 Subject to the terms and provisions hereof, PVI hereby
appoints Master Distributor, and Master Distributor hereby
accepts such appointment, as PVI's sole Master Distributor in
the Market Area. PVI will not appoint any other Master
Distributor in the same Market Area during the Term but other
master distributors of PVI and PVI itself may sell to Accounts
in the Market Area.
2.2 Master Distributor shall market and sell the Services to
Accounts within the Market Area at the prices set forth in
Addendum "B" attached hereto. The Master Distributor shall
have the right but not the obligation to market and sell PVI
Services outside the Market Area within the continental United
States and Master Distributor agrees that the prices set forth
in Addendum "B" shall also apply to such sales.
2.3 PVI hereby grants to Master Distributor a limited, non
exclusive license to brand, co brand market and sell services
using the "Voice Retrieval and information Services" name,
logo, trademark and goodwill, which PVI acknowledges is
exclusively owned by Master Distributor. Under the foregoing
license and with the prior approval of PVI, such approval not
to be reasonably withheld or delayed, Master Distributor shall
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be licensed to brand, co-brand, market and sell the services
using any other name, logo or trademark that is owned or
developed by Master Distributor.
3. PRICING.
3.1 PVI may change the prices for its Services at any time, PVI
will not offer pricing lower than the pricing defined herein
to other Master Distributors without making that same pricing
structure available to the Master Distributor; provided,
however, National Accounts/Affinity Groups may require other
rate plans and PVI will not be required to offer those rate
plans to the Master Distributor. Master Distributor may market
to National Account/Affinity Groups and in those cases, when
necessary, PVI will provide marketing support to the Master
Distributor that may include special pricing. Any special
pricing offered will be approved by PVI and at PVI's sole
discretion and the Master Distributor will be eligible to earn
Commissions as further defined herein.
4. COMMISSIONS.
4.1 Master Distributor shall be entitled to Commissions for
Accounts established by Master Distributor both inside and
outside of the Market Area. Master Distributor shall xxxx the
Accounts established by the Master Distributor both inside and
outside the Market Area in accordance with reasonable business
practices. Master Distributor shall use reasonable/best
efforts to collect the amounts owed by Accounts both inside
and outside the Market Area. Within thirty (30) days following
the end of any calendar mouth during which the agreement is in
effect, Master Distributor shall remit to PVI the difference
between (i) the gross amount collected from Accounts for such
calendar month, less (ii) the commissions earned for such
calendar month by Master Distributor in accordance with the
commission schedule set forth in Addendum "C" attached hereto.
All Residual Commissions accrued to Master Distributor will be
paid quarterly.
4.2 In the event PVI adds new Services, Master Distributor and PVI
shall mutually agree upon a Commission schedule particular to
each new Service, which schedule shall be added as an Addendum
to this Agreement.
4.3 Commissions will be paid on collections received by PVI from
Accounts established by Master Distributor both within and
outside the Market Area. The Commission to be paid Master
Distributor for sales made outside, the Market Area shall be
less any master distributor over-rides for collections from
outside of the Market Area.
4.4 Should the Master Distributor enter into a contract with a
National Account/Affinity Group at the PVI retail rates
defined herein, the Master Distributor will be awarded
Commissions, as defined herein, on all revenues billed and
collected (as those terms are defined herein). Should the
National Account/Affinity Group Agreement for PVI Services
through the Master Distributor at retail rates that are not
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defined in this Agreement, PVI and the Master Distributor will
agree to a Commission schedule for the specific account and
define the Commission on an Addendum to be attached to this
Agreement.
4.5 Master Distributor shall not be entitled to any Commission on
any National Account or Affinity Group obtained by PVI that
was not previously contracted by the Master Distributor. In
the Market Area, Master Distributor will be entitled to a
Commission as described on the attached Addendum "C" on
Accounts other than National Accounts or Affinity Groups
obtained by PVI in the Market Area. Master Distributor shall
not be entitled to any Commission on sales made to Accounts
within the Market Area but by another master distributor.
4.6 It may be necessary for PVI to work directly with certain
National Account prospects or Affinity Groups within the
Market Area and that due to the specific agreements PVI will
not be liable for any over-rides or Commissions in any way.
The National Account or Affinity Groups that PVI may market to
will be defined and identified by PVI and will be at the sole
discretion of PVI.
5. OTHER BUSINESS. During the Term, Master Distributor may not enter into any
joint venture, establish new corporation or other entity, or acquire any
interest in a company (or entity) which competes with the business of PVI
through the sale of any service, that is substantially equivalent to, or
competitive with, any of PVI's Services or through the manufacture or sale of
equipment or other goods that may be used to provide services substantially
equivalent to or competitive with any of PVI's Services. It is understood that
the Master Distributor may do other similar business within Master Distributor's
sole discretion that perform similar functions however those alike telecom
services will not incorporate VOICE RECOGNITION TECHNOLOGY. In the event that
PVI begins selling its Services within the Market Area, by any means other than
through Master Distributor, the restrictions placed on Master Distributor in
this Section shall terminate; provided that, for a period of ninety (90) days
after PVI commences such other sales, Master Distributor shall not solicit for a
competitive service any Account acquired by Master Distributor during the Term.
PVI warrants that it will not enter into the Voice Mail business within the
Master Distributor Market Area.
6. FEE.
6.1 The Master Distributor will pay a fee to secure the Master
Distributorship within the Market Area. The Market Area is not
to be CONSIDERED AN EXCLUSIVE MARKETING AREA.
7. OBLIGATIONS OF MASTER DISTRIBUTOR.
7.1 Master Distributor may market and sell the Services within and
outside the Market Area directly or through any number of
Distributors, Dealers, or Agents. PVI shall not be a party to
any arrangements between Master Distributor and its
Distributors, Dealers, or Agents, nor will PVI in any manner
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be bound, or have any legal obligation in respect thereof.
Master Distributor further agrees that it is not, nor shall it
represent itself to be a PVI employee or officer of PVI, nor
shall it assume or create any obligations or responsibility on
behalf of PVI, unless otherwise agreed upon in advance and in
writing by PVI.
7.2 It will be the Master Distributor's sole responsibility to
design Agent and Dealer Commission plans as it relates to the
Master Distributor's business and the Master Distributor will
have the sole right to adjust those plans. Master Distributor
shall be solely responsible for training and compensating all
its Distributors, Dealers, and Agents.
7.3 Master Distributor shall use reasonable to establish an
efficient network within the Market Area in order to obtain
maximum sales of PVI's Services and to identify and contract
with Distributors, Dealers, and Agents, as appropriate, and
shall assist them in creating a market for, promoting, and
maintaining a demand for PVI's Services.
7.4 Master Distributor shall advertise PVI's Services in the
Market Area and participate in trade shows and other venues
that will stimulate sales. Master Distributor shall, in its
sole discretion, determine the amount and the form of any such
advertising, subject to PVI's review right in regard to the
Marks, as described below, and shall be solely responsible for
the costs and expenses incurred in connection therewith.
7.5 In all advertising, trade shows, conventions, and other
promotions, as well as in all sales and technical literature,
the name of PVI and the Marks shall be evidenced and
respected. Master Distributor shall use the Marks in their
original form, unless otherwise approved in advance and in
writing by PVI. All advertising material and other material
bearing any Xxxx or the name of PVI (the "Xxxx Material")
shall be subject to the prior written approval of PVI, which
PVI may not unreasonably withhold.
7.6 Master Distributor shall at all times maintain an inventory of
collateral support materials for promotion, advertising,
signage, point-of-sale, record keeping, subscriptions, and
other items related to sales of the Services sufficient to
meet the demand for Services (the "Collateral Support
Material").
7.7 Master Distributor shall forward any money collected for PVI
as it relates to the PVI Services or otherwise on a weekly
basis.
8. MERGER. Should PVI be acquired or merge with another company or change
ownership in any way, this Agreement shall remain in full force as long as the
Master Distributor is in compliance with the terms of this Agreement. PVI will
include such language in any acquisition or merger agreement.
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9. INDEMNITY.
9.1 If timely and promptly notified of any action (and all claims
relating to such action) brought against Master Distributor,
based upon a claim that the Service(s) or the use thereof as
permitted by PVI infringes a trademark, service xxxx or
copyright or due to the negligence, gross negligence, or
reckless disregard of PVI ("Infringement Claim"), PVI shall
indemnify, defend and hold harmless the Master Distributor
against such action provided that PVI shall, have sole control
of the defense of any such action and all negotiations for its
settlement or compromise. Master Distributor shall cooperate
with PVI in regard to the defense of Infringement Claims. If
at any time during the course of any Infringement Claim, or in
PVI's opinion, the Services are likely to became the subject
of an Infringement Claim, PVI will, at its option and its sole
expense, either procure the right to continue using the
Service(s), or replace or modify the same so that such
Service(s) becomes non-infringing, PVI will not have any
liability to Master Distributor for an Infringement Claim, if
such claim results from Master Distributor's modification of
the Services in any manner or Master Distributor's conduct
outside the scope of this Agreement.
9.2 The foregoing states the entire liability of PVI with respect
to an Infringement Claim. Notwithstanding the provisions of
this Section PVI shall be liable to the Master Distributor for
a return of the Market Area Fee actually paid pursuant to this
Agreement and all Commissions due as of the date of such
inability in the event that Infringement Claim results in
PVI's inability to provide the Services in the Market Area as
contemplated by this Agreement.
9.3 The purchase of the Services contemplated by this Agreement
may result in an implied license to the End-User to use the
Services patented by PVI. No license to make, sell. or use the
Services shall be created other than that explicitly set forth
in PVI's Service forms with the End-Users.
9.4 Master Distributor agrees to defend, indemnify, and hold
harmless PVI from and against all claims, losses, liabilities,
lawsuits and damages relating to and/or arising from any
action or omission by Master Distributor which would
constitute a breach or default under this Agreement
(collectively, the "Claims"). PVI agrees to provide reasonable
notice to Master Distributor of each such Claim. Master
Distributor reserves the right to control the defense as
against any Claim. PVI reserves the right to participate in
the defense of any Claim with counsel of PVI's own choosing
and at PVI's sole cost. Master Distributor may not settle a
Claim without the prior written approval of PVI which approval
will not be unreasonably withheld or delayed.
10. OBLIGATIONS OF XXX.
00.0 XXX reserves the right to modify the characteristics of its
Services without the consent of the Master Distributor
provided such modification does not result in a substantial
expenditure by Master Distributor, or a reduction in the
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Commission due Master Distributor as of the date of such
modification. The Master Distributor shall be advised by PVI
of any significant changes in Service(s) specifications.
10.2 PVI shall timely provide the Master Distributor with all
available documents and system documentation (the
"Documentation") required to market and sell the Services,
which shall remain the property of PVI. Such Documentation may
be in written form or transmitted by tape, diskettes, e-mail,
or other software media, as determined by XXX.
00.0 XXX shall timely provide the personnel of Master Distributor
with training in regard to the Services free of charge and
within reasonable limits. PVI shall be responsible for all
travel, lodging, and all other out-of-pocket expenses related
with the training of its personnel. The Master Distributor
shall be responsible for all travel, lodging, and all other
out-of-pocket expenses related with the training of its
personnel.
10.4 PVI shall develop and produce original copy (i.e., layout
verbiage, plates, negatives, dies, and/or other setup
materials) of Collateral Support Materials for marketing the
Services. The cost of reproduction and storage shall be Master
Distributor's sole responsibility.
10.5 PVI shall use reasonable efforts to provide and maintain all
equipment (hardware, software, and co-location facilities)
reasonably necessary to support the PVI Services marketed and
sold by the Master Distributor.
10.6 PVI shall use reasonable efforts to provide and maintain the
connectivity necessary to the provision of the PVI Services
marketed and sold by the Master Distributor.
10.7 PVI shall use reasonable efforts to perform all fulfillment of
the PVI Services marketed and sold by the Master Distributor.
11. WARRANTIES AND REPRESENTATIONS.
11.1 PVI warrants and represents to Master Distributor that it has
the regulatory authority required to offer the Services and
that PVI will maintain compliance during the Term.
11.2 PVI warrants and represents to Master Distributor that it is
licensed to utilize the necessary technologies required to
offer Services and will use reasonable efforts to maintain
said technology licenses during the Term.
11.3 Each of PVI and Master Distributor (each, "Warranting Party")
warrant and represent to the other that Warranting Party has
the legal capacity and authority to enter into this Agreement,
to become legally obligated under this Agreement, and to
perform Warranting Party's obligations under this Agreement.
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11.4 Master Distributor and PVI covenants that all materials that
each such party develops for its use or the use of its
respective Master Distributors, Dealers, Distributors or
Agents under this Agreement and any related agreement will not
infringe upon or misappropriate any trademark, copyright,
service xxxx, privacy, publicity or other third party right.
11.5 Master Distributor warrants and represents to PVI that Master
Distributor has or will obtain the personnel and other sources
required for Master Distributor to fulfill its obligations
hereunder.
12. Not Applicable.
13. DISCLAIMER. PVI makes no warranties, expressed or implied, including without
limitation the implied warranties of fitness for a particular purpose and
merchantability to the master distributor with respect to the services and all
such warranties are disclaimed.
14. TERM, TERMINATION AND REMEDIES.
14.1 This Agreement shall be effective for an initial term
commencing on the Effective Date and ending ten (10) calendar
years thereafter (the "Term"). If not terminated by notice by
either party at least sixty (60) days prior to the end of the
initial term hereof or any renewal term, the Agreement will be
automatically renewed for an unlimited number of successive
one (1) year periods. Each such renewal period shall be
included within the Term.
14.2 Either party hereto without incurring any liability to the
other party may unilaterally and with immediate effect,
terminate this Agreement at any time by delivering a written
notice of termination to the other party ("Recipient") if any
of the following "Defaults" occur:
a. the Recipient fails for any reason(s) whatsoever to
perform any of its obligations under this Agreement
and fails to remedy such default within thirty (30)
days after the receipt of written notice of default
and request for cure; or
b. Recipient ceases to do business; or
c. Recipient files for bankruptcy relief or is placed
into involuntary bankruptcy so long as such
involuntary bankruptcy petition is not dismissed
within sixty (60) days following the filing; or
d. Recipient is generally unable to pay its debts as
they become due; or
e. Recipient's business is placed under a Court
appointed receiver.
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14.3 Each party may pursue all available remedies under this
Agreement and/or applicable law in the event of a Default
subject to the terms hereof.
14.4 If Master Distributor uses the name of PVI, or any form
thereof as a corporate name for doing business, or trade name,
or otherwise, without the prior written consent of PVI then
PVI may immediately terminate this Agreement by delivering
written notice to Master Distributor.
14.5 A requirement to maintain the Distributorship is consistent
marketing efforts, to be defined as but not limited to:
consistently adding new Agents & Dealers, the addition of new
customers at a reasonable rate, etc. Any material inactivity,
AS DEEMED AT THE SOLE DISCRETION OF PVI, will be grounds for
termination of this Agreement by delivering thirty (30) days
written notice to Master Distributor providing such inactivity
is not discontinued within such thirty (30) day period. Should
this termination for inactivity right be exercised by PVI, the
Master Distributor will have the option of converting to a
standard and approved Dealer and or Agent Agreement and will
be subject to a noncompete agreement for a period of ninety
(90) days following Master Distributor delivering to PVI a
written notice of such election.
14.6 Upon the termination of this agreement by the Master
Distributor due to PVI's default under any of sections 14.2
(b)-(e) of this agreement (PVI's inability to deliver
service), Master Distributor shall have the option and right
of first refusal (the "Option") for thirty (30) days following
such termination (the "Option Period) to purchase all of the
active phone numbers owned or operated by PVI in the Market
Area that the Master Distributor, through it's sales efforts,
have contracted with to provide PVI's Services. The purchase
price of the phone numbers shall be (i) three (3) times (ii)
the average monthly gross revenue for the Market Area for
three (3) months immediately preceding the date of such
termination. Master Distributor shall exercise the Option by
delivering written notice of it's intent to exercise the
Option to PVI prior to the expiration of the Option Period.
The Master Distributor shall deliver the total purchase price
within the thirty (30) day period after the intent to option
is exercised. Upon delivery of the total purchase price, PVI
agrees and covenants to transfer the total purchase price,
free and clear of any encumbrances, and to execute such
documents and take such action as is necessary to transfer and
evidence the transfer of the Phone Numbers to the Master
Distributor. The Master Distributor understands that Phone
Numbers are of the public domain and that the user of such
Phone Numbers may have the authority to determine the
ownership of such numbers through legal and regulatory
conditions.
15. EFFECT OF TERMINATION.
15.1 Upon expiration or earlier termination of this Agreement, the
Master Distributor shall immediately: (i) remove from its
premises all signs and other materials advertising the
Services or which use the Marks; (ii) cease to engage in
advertising or promotional activities concerning PVI's
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Services and use of its Marks; (iii) cease to represent in any
manner that the Master Distributor has been designated by PVI
as such; and (iv) deliver to PVI at the Master Distributor's
expense, all price lists, sales manuals, service manuals, and
any other documents concerning PVI's Services which are in the
Master Distributor's possession.
15.2 Master Distributor shall, with the mutually agreed termination
of this Agreement, have the right to claim reimbursement, or
compensation for Distributors, Dealers and Agents but shall
not have the right for compensation for alleged loss of
goodwill, loss of profits on anticipated sales, or the like,
or have any other liability for losses or damages resulting
from the termination of this Agreement.
16. CONFIDENTIALITY.
16.1 The Master Distributor agrees to maintain in confidence and
not to copy, reproduce, distribute, or disclose to any third
party, without the prior written approval of PVI, any PVI
Proprietary Information.
16.2 All information which Master Distributor considers to be its
confidential information must be designated in writing as
"Confidential Information" at the time such information is
disclosed to PVI. In regard to Confidential Information of
Master Distributor disclosed to PVI, PVI agrees to use the
same care and discretion to prevent unauthorized disclosure
that PVI uses with similar data which PVI designates as PVI
Proprietary Information. However, PVI shall not be required to
keep confidential any data which is or becomes publicly
available, through no fault of PVI or any other person under a
duty to keep such information confidential, is in PVI's
possession prior to the Effective Date, is independently
developed by PVI outside the scope of this Agreement or is
legally obtained from third parties. In addition, PVI shall
not be required to keep confidential and may use for PVI's
benefit any ideas, concepts, know-how, or techniques relating
to PVI's Services submitted to PVI or developed during the
Term by PVI personnel or jointly by PVI and the Master
Distributor's personnel, unless otherwise mutually agreed in
writing by PVI and Master Distributor. PVI may disclose Master
Distributor's Confidential Information to PVI's employees and
professionals such as accountants and attorneys on an "as
needed" basis, provided however, that such persons agree to
maintain the confidentiality of the information.
16.3 The obligations of the parties hereto under this Section shall
survive the expiration or earlier termination of this
Agreement, for whatever reason, and shall be binding upon the
parties, their successors and/or assigns.
16.4 The parties hereto acknowledge that the obligations and
promises under this Section are of a special, unique character
which gives them particular value, and that a breach thereof
could result in irreparable and continuing damage for which
there can be no reasonable or adequate damages, remedy, or
compensation in an action of law.
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16.5 Each party hereto shall be entitled to injunctive relief, a
decree for specific performance, and/or other equitable relief
in the event of any breach, or threatened breach by the other
of its obligations or promises under this Section, in addition
to any other rights or remedies which it may possess or to
which it may be entitled under this Agreement and/or
applicable law, subject to the terms hereof (including
monetary damages, if appropriate).
16.6 Neither party hereto shall be in breach of this Agreement by
disclosing information protected by this Section of the other
party hereto pursuant to an order of a Court or Administrative
Tribunal of competent jurisdiction; provided, however the
party so compelled to disclose shall inform the other party in
advance and in writing of the possibility of such an order.
17. GENERAL.
17.1 This Agreement shall be interpreted and its effect shall be
determined in accordance with the laws of the State of Texas
and applicable United States federal law.
17.2 Each of the Master Distributor and PVI consent to venue, and
the jurisdiction of the state and federal courts of Dallas
County, Texas and both parties hereto agree that any dispute
arising under this Agreement shall be resolved in such
jurisdiction.
17.3 This Agreement cannot be assigned or sold to any third party
or any other entity, without first giving PVI first right of
refusal and/or without the prior written consent from PVI
which shall not be unreasonably withheld.
17.4 All notices and demands of any kind which either party may
require or desire to serve upon the other shall be in writing
and shall be deemed delivered when delivered either by
personal service or by mail at the address of the receiving
party set forth below (or at such different addresses as may
be designated by such party by written notice to the other
party) or by facsimile. Such notice shall be deemed received
on the earlier of (i) the date when was actually received or
(ii) in the case of mailing, five (5) business days after
being deposited in the United States mail with sufficient
prepaid postage, registered, or certified mail with return
receipt requested and properly addressed, or (iii) if by
facsimile when the sending party shall have received facsimile
confirmation that the message has been received by the
receiving party's facsimile machine. If notice is sent by
facsimile, a confirmed copy of such facsimile shall be sent by
mail to the receiving party. The address and facsimile numbers
of the parties, for purposes of the Agreement are as follows:
PVI MASTER DISTRIBUTOR
Preferred Voice, Inc. Voice Retrieval, Inc.
0000 Xxxxxxxxxx Xxx., Xxx. 000 3222 Skylane
Dallas, TX 75206-1002 Xxxxxxxxxx, XX 00000
Facsimile: 000-000-0000 Facsimile: 000-000-0000
Attention: G. Xxx Xxxxxx Attention: Xxxx Xxxxxxxx
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17.5 Any provision of the Agreement held to be invalid by a court
of competent jurisdiction under applicable law shall not
render this Agreement invalid as a whole, and in such event,
such provision shall be interpreted by a court of competent
jurisdiction so as to best accomplish the intent of the
parties within the limits of applicable law.
17.6 A valid contract binding upon PVI and the Master Distributor
comes into being upon execution of this Agreement by duly
authorized representatives of PVI and the Master Distributor.
This Agreement contains the exclusive terms and conditions
between the parties hereto with respect to the subject matter
hereof, and does not operate as an acceptance of any
conflicting or additional terms and provisions of the Master
Distributor's Agreements with Distributors, Dealers or Agents,
which shall not be deemed to alter the terms hereof Amendments
to this Agreement may be effected only in writing, when signed
by the parties hereto specifically stating it is intended to
amend this Agreement.
17.7 If any action is commenced by either party concerning this
Agreement, the party which prevails in such action will be
entitled to collect from the other party all relief available
under applicable law and/or this Agreement subject to the
terms hereof, and all costs of such action, including court
cost, reasonable expenses of litigation, and reasonable
attorneys' fees.
17.8 The Master Distributor acknowledges that it is an independent
contractor and not an employee of PVI. Master Distributor,
accordingly, shall not be entitled to any benefit as an
employee of PVI. Master Distributor shall not be supervised by
PVI.
17.9 Section 3., 4.,9., 11., 12., 13., 14., 3., 15., 16., 17.1,
17.2, 17.4, and 17.9 shall survive the expiration or earlier
termination or cancellation of this Agreement.
IN WITNESS WHEREOF, PVI and the Master Distributor hereby have duly executed,
signed, and initialed each page of this Master Distributor Agreement in
duplicate originals on the dates indicated herein.
PREFERRED VOICE, INC. MASTER DISTRIBUTOR
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxx Xxxxxxxx
----------------------------------- -----------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxx Xxxxxxxx
Title: Vice President Title: CEO
Address: 0000 Xxxxxxxxxx Xxx.,Xxxxx 570 Address: 0000 Xxxxxxx
Xxxxxx, XX 00000 Xxxxxxxxxx, XX 00000
Telephone: 000-000-0000 Telephone: 000-000-0000
Facsimile: 000-000-0000 Facsimile: 000-000-0000
Date of Execution: 5/03/99 Date of Execution: 5/03/99
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EXHIBIT 1A
MARKET AREA FEE: $25,000.00
MARKET AREA: 214, 817, 972, 940
1. ALL NXX'S (EXCHANGES ARE INCLUDED AND DEFINED AS NXX'S AS PART OF THE MARKET
AREA).
2. THE MASTER DISTRIBUTOR WILL PAY $25,000.00 UPON EXECUTION OF THIS AGREEMENT.
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EXHIBIT 2 PRODUCT
EMMA TELEPHONE RECEPTIONIST
SERVICE DESCRIPTION: EMMA TR is the world's first central office "voice auto
attendant".
SERVICE APPLICATION: EMMA TR is a viable way for business' to answer their
phones professionally, 24 hours a day 7 days a week. EMMA's predatory pricing
and user friendly features are revolutionary.
CAN MY COMPANY USE TR: EMMA TR is for any company that requires an attendant
during office hours or after hour answering services. ANY SIZE COMPANY
QUALIFIES.
SERVICE FEATURES & BENEFITS:
X CONSISTENT PROFESSIONAL RECEPTIONIST 24 HOURS A DAY 7 DAYS A WEEK
X LESS THAN YOUR CURRENT SERVICE
X PUT YOUR CURRENT RECEPTIONIST TO WORK
X LOCAL LOCATE
X NO EQUIPMENT TO INSTALL
RECURRING MONTHLY SERVICE PRICING:
| | $19.95 PER ANSWERED LINE
| | $4.95 PER LOCAL LOCATE (OPTIONAL)
| | $4.95 PERSONAL VOICE DIALING DIRECTORY (OPTIONAL)
| | 7.9 CENTS PER MINUTE FOR ANY LONG DISTANCE CALL
| | $2.95 CUSTOM GREETING (OPTIONAL)
| | EXPANDED LOCAL DIALING (VARIES BY AREA, OPTIONAL)
| | ADDS, MOVES AND CHANGES ARE 25 CENTS PER CHANGE (AFTER INITIAL SERVICE
SET-UP)
ONE TIME SERVICE SET-UP CHARGES:
| | $49.95 SYSTEM SET-UP
| | $10.00 CUSTOM GREETING (OPTIONAL)
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EXHIBIT 2 PRODUCT 2
EMMA PERSONAL ASSISTANT
SERVICE DESCRIPTION: EMMA PA is a revolutionary service that addresses four
important areas for the average businessperson: time management, connectivity,
single number simplicity and low cost. PA users will never miss a call. Instead,
they remain in constant connectivity via revolutionary technology, which will
call forward a personal 800 toll-free number to any location or any phone,
anywhere.
SERVICE APPLICATION: EMMA PA is specifically designed for the business person
that is on the move or dealing with multiple time zones. They can receive calls
from their cellular phone, office phone, home phone, hotel phone, clients phone,
friend's cellular phone and any phone they choose etc. Basically, a business
person can receive a call anytime anywhere from any phone. Thanks to Preferred
Voice's patented Intelligent Call Screening our customers have the ability to
hear the voice of their caller. Customers may then choose to either accept the
call and be connected, or decline the call and send their caller to voice mail.
Additionally, PA customers will enjoy the convenience of voice dialing, PA
customers simply speak any name from their voice directory and the call is
completed. All these tools combined mean one thing...single number simplicity
and constant connectivity.
CAN I USE PA: EMMA TR is designed for local, regional, national and
international business travelers. Large corporations right down to the home
based business and individuals.
SERVICE FEATURES & BENEFITS:
X LOW COST
X ULTIMATE CUSTOMER SERVICE TOOL
X SINGLE NUMBER LOCATE
X INTELLIGENT CALL SCREENING (ICS)
X VOICE DIALING DIRECTORY
X EXCELLENT INCOMING 800 RATE AVAILABLE
RECURRING MONTHLY SERVICE PRICING:
| | $4.95 800 NUMBER RESERVATION
| | $4.95 CALL SCREENING (OPTIONAL)
| | $2.95 CUSTOM GREETING (OPTIONAL
| | $0.12 PER MINUTE - INCOMING ON ALL CALLS TO YOUR LOCAL CALLING AREA
(CALLING CARD TRAVEL FEATURE OR CLIENT/CUSTOMER ACCESS)
| | $0.18 PER MINUTE - INCOMING ON ALL CALLS OUTSIDE YOUR LOCAL CALLING AREA
(CALLING CARD TRAVEL FEATURE)
ONE TIME SERVICE SET-UP CHARGES:
| | $29.95 DATABASE SET-UP FEE
| | $10.00 CUSTOM GREETING
15
EXHIBIT 2 PRODUCT 3
EMMA FAMILY & FRIENDS
SERVICE DESCRIPTION: VIP 800 family & friends is a user friendly service that
gives family and friends the ability to dial their family toll free number and
access a common directory of names. The caller simply speaks the name of someone
in the directory and they will be connected to them. It's just that simple, no
numbers to look up or dial and the only authorized users are those family and
friends with the VIP 800 number.
SERVICE APPLICATION: Many families are scattered across the state and country.
This VIP 800 service allows you to always stay in touch, whether it is for
normal everyday communication or in the case of an emergency. Grandparents can
provide their grandchildren with a number that they can reach them on, the
parents can provide the grandparents a number that they can reach them anywhere
in the USA. PVI can provide nap tags for the smaller children and even dog tags
can be ordered with the family 800 number on the tag. The convenient easy to use
speaker independent voice directory will be pre- programmed with all of the
participants' numbers: office, home, cellular, etc. This service also comes with
a locate feature so that if your children or other family members need you, they
can easily find you no matter where you are: work, cell phone, lake house, home,
hotel, etc. This EMMA service can also be set-up with a "fraud free" guarantee,
which is great for kids in college. As with all EMMA services, family & friends
is priced for all budgets.
TARGET MARKET: Families and friends.
SERVICE FEATURES & BENEFITS:
X EMERGENCIES
X FRAUD CONTROL
X CONNECTIVITY
X SINGLE NUMBER LOCATE
RECURRING MONTHLY SERVICE PRICING:
| | $4.95 800 NUMBER RESERVATION
| | $2.95 CUSTOM GREETING
| | $4.95 CALL SCREENING
| | $0.12 PER MINUTE TO CALL FAMILIES HOME CITY
| | $0.18 TO CALL OUTSIDE THE HOME CITY
| | ADDS, MOVES AND CHANGES ARE 25 CENTS PER CHANGE (AFTER INITIAL SERVICE
SET-UP)
ONE TIME SERVICE SET-UP CHARGES:
| | $29.95 DATABASE SET-UP FEE
| | $10.00 CUSTOM GREETING
16
EXHIBIT 2 PRODUCT 4
EMMA VIRTUAL OFFICE
SERVICE DESCRIPTION: EMMA Virtual Office creates an identity and a professional
answering service for companies that have offices in more than one location.
SERVICE APPLICATION: XXXX X.X. is a Service designed for companies and
consultants that are in different offices/locations. It could be different
offices in the same city or offices located in different states. It gives the
company the appearance of one central office/location. EMMA answers the phone
professionally and connects the caller to their party or sends the call to their
current voice mail system.
TARGET MARKET: Business people that work from home, companies with offices in
more than one location and consultants that work on projects for consulting
firms.
SERVICE FEATURES & BENEFITS:
X CONSISTENT PROFESSIONAL RECEPTIONIST 24 HOURS PER DAY 7 DAYS A WEEK
X INTELLIGENT CALL SCREENING
X SINGLE NUMBER DIALING
X NO EQUIPMENT TO INSTALL
X CONNECTIVITY
RECURRING MONTHLY SERVICE PRICING:
| | $4.95 PER MONTH
| | $4.95 INTELLIGENT CALL SCREENING
| | $2.95 CUSTOM GREETING
| | 18 CENTS PER MINUTE
ONE TIME SERVICE SET-UP CHARGES:
| | $50 SERVICE SET-UP
| | $10 CUSTOM GREETING
17
EXHIBIT 2 PRODUCT 5
EMMA INTERNATIONAL DIRECT
SERVICE DESCRIPTION: EMMA I.D. will allow companies that would like to have a
presence in the United States with their own toll free 800 number. EMMA will
call forward the 800 number to an office(s) internationally.
SERVICE APPLICATION: EMMA I.D. allows a company that is doing business in the
states to forward calls to an office located internationally for handling.
Currently companies that are located in other countries cannot have an 800
number that terminates into another country. This is the only 800 number that
allows voice call forwarding to single or multiple locations. In addition, when
companies that use this service have employees traveling in the states the 800
number becomes a calling card.
TARGET MARKET: International companies doing business in the United States that
do not have offices here or need to send calls to an international office for
handling. Such as: hotels, manufacturing companies, service companies, etc.
SERVICE FEATURES & BENEFITS:
X VOICE ACTIVATED (JUST SPEAK THE LOCATION OR CITY AND BE CONNECTED)
X SINGLE NUMBER DIALING FOR CUSTOMERS
X CONSISTENT PROFESSIONAL RECEPTIONIST 24 HOURS PER DAY 7 DAYS A WEEK
X SMART CALLING CARD
RECURRING MONTHLY SERVICE PRICING:
| | $4.95 PER MONTH
| | $9.95 CUSTOM GREETING
| | PER MINUTE RATE PRICING BASED ON COUNTRY
ONE TIME SERVICE SET-UP CHARGES:
| | $150 SERVICE SET-UP
| | $50 CUSTOM GREETING
18
EXHIBIT 2 PRODUCT 6
EMMA The "SMART" Business Line
SERVICE DESCRIPTION: The SBL gives any person the competitive edge. It is
specifically designed for persons on the move who do business from two or more
locations, i.e., office, home, cellular phone, hotel room, etc. With SBL anyone
can receive or make important local and long distance calls anywhere in the USA.
SBL also gives you the convenience and safety of making calls by using a
voice-activated telephone directory of your most frequently called names and
numbers.
SERVICE APPLICATION: The telephone company, after 100 years, is still providing
local business lines that only ring at one location. SBL is a portable (on the
go) business line that rings you at any phone no matter where you go, locally or
anywhere in the USA. You never have to miss an important call gain. It also
gives you the option to screen your incoming calls on any phone you use. The
Intelligent Call Screening (ICS) function tells you the name of the person
calling you and you have the choice of either accepting the call, sending the
call to voice mail, or having SBL tell the caller you are not available at this
time. The service also offers you low cost long distance (1+ dialing, incoming
800 service and calling card). SBL also provides you with the ability to make
calls by speaking the name of the person or location you are calling. You never
have to remember a telephone number or dial a lot of digits. This revolutionary
service has the potential to alter the telecommunications industry as we know it
today.
TARGET MARKET: Real Estate Agents, Pilots, Flight Attendants, Appraisers,
Service Technicians, Consultants, Engineering firms, Brokers, Attorneys, etc.
...
FEATURES & BENEFITS:
X NEVER MISS AN IMPORTANT CALL AGAIN
X INTELLIGENT CALL SCREENING
X TIME MANAGEMENT
X SINGLE NUMBER SIMPLICITY
X LOCATE FEATURE
RECURRING MONTHLY SERVICE PRICING:
| | $19.95 PER MONTH
| | $2.95 CUSTOM GREETING
| | EXPANDED LOCAL CALLING (VARIES BY AREA)
ONE TIME SERVICE SET-UP CHARGES:
| | $40 SERVICE SET-UP
| | $10 CUSTOM GREETING
19
EXHIBIT 3
EMMA VPA, FF, ID, SBL Commission Schedule:
X 30% Per 800 number reservation
X 10% Residual Commission paid on the per minute billing
X 10% Residual Commission paid any other Services purchased by
customer
X 50% one time set-up fee
X All Commissions are paid on collected revenue only and paid
Quarterly
EMMA TR & VO Commission Schedule:
X 50% per month (Per line answered)
X 30% per month (One number locate)
X 50% Set-up fee (One time Commission)
X 10% Residual Commission paid on the per minute billing
X 10% Residual Commission paid any other Services purchased by customer
X $1.00 Per month (EMMA TAS Territory Over-ride paid Quarterly)
All Commissions paid on collected revenues only
20
