EXHIBIT 10.1
AIRWAY BUSINESS CREDIT
[Letterhead]
FINANCIAL SOLUTIONS
FOR BUSINESS AND INDUSTRY
NON-EXCLUSIVE BROKER AGREEMENT
This Non-Exclusive Broker Agreement ("Agreement") is made and entered into by
and between Airway Business Credit ("Company"), and Xxxxxx Xxxxx Management,
Inc. ("Broker").
For good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Company and Broker hereby agree as follows:
1. Definitions. For purposes of this Agreement, the term "Referred Client"
shall mean all clients who enter into a Financing Agreement or equipment leasing
agreement with Company or Company's funding source who were initially
identified, solicited and referred to Company by Broker and were not previously
identified, contacted, or solicited by Company.
2. Engagement. Company hereby engages Broker as a non-exclusive marketing
representative of the Company. Broker shall identify, solicit and recruit
businesses to enter into Financing Agreements with Company. Company shall
provide Broker with materials concerning Company and the factoring and asset
based lending services offered by Company for use by Broker in soliciting
prospective clients. Broker shall be solely responsible for identifying and
soliciting prospective clients. Company shall not have any obligation to accept
any prospective client referred by Broker and may reject any prospective client
for any or no reason. Broker shall abide by and comply with all instructions,
rules and policies of company.
3. Relations between Broker and Company. The relation between Broker and
Company shall be that of an independent contractor. Broker shall not be an
employee of Company. Broker shall have no authority to contract on behalf of or
otherwise bind Company.
4. Broker's Compensation. Broker's compensation shall be negotiated and
agreed to in writing in the format set forth on Exhibit A hereto, which is
incorporated herein by reference.
5. Term of Agreement. Company or Broker may terminate this Agreement at
anytime, without notice and without cause. Upon termination of this Agreement
the parties shall be excused form the duties and obligations set forth in
Section 2 Engagement. All other rights, duties, obligations, terms and
conditions of this Agreement shall remain in full force and effect.
6. Proprietary Information and Confidentiality. Broker acknowledges that
Company has developed and will develop client lists, sales techniques,
collateral and marketing materials, data basis on potential clients, contact and
referral persons, funding sources, relationships and other information which are
proprietary to the Company (the "Proprietary Information"). The Proprietary
Information has been developed through years of business and substantial cost
and investment to Company. The Proprietary Information is treated by Company as
confidential, would be valuable to competitors of Company and is not readily
available to competitors of Company from other sources. In the performance of
its duties and responsibilities, Broker will be given access to the proprietary
Information. Broker acknowledges that the Proprietary Information was not
available to Broker prior to his or her engagement by Company.
Broker agrees not to disclose, use, or allow others to use any Proprietary
Information except in the performance of Broker's duties and responsibilities as
a representative of Company. Broker shall take all necessary actions, included
those directed by Company, to insure that confidentiality of the Proprietary
Information. During the term of this Agreement and upon termination hereof,
Broker shall not disclose, use or allow others to use any Proprietary
Information.
7. Arbitration. In the event of any dispute between the parties hereto
concerning or relating to this Agreement, upon request of Company, the parties
agree to submit the dispute to binding arbitration in Orange County, California,
in accordance with rules of the American Arbitration Association. The cost of
such arbitration shall be paid solely by the losing party. Judgment upon the
award entered by the arbitrator may be entered in any court of appropriate
jurisdiction. If Company requests arbitration, no suit may be brought in any
jurisdiction concerning or relating to this Agreement except to enforce
arbitration decisions or to seek injunctive relief.
8. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
9. Severability of Invalid provisions. Any provisions of this Agreement
which is prohibited or unenforceable in any jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provision hereof, and any such prohibition or unenforceablitiy in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
10. Integrated Agreement, Amendment. This Agreement constitutes the entire
agreement between Broker and Company concerning the subject matter hereof. All
prior and contemporaneous agreements between Company and Broker, oral or
written, concerning the subject matter hereof are rescinded. This Agreement may
not be amended or altered except in writing signed by Broker and Company.
Dated: 9-11-2000
"Company": Airway Business Credit
By: Xxxxxxx X. Xxxxx
Managing Director
"Broker": Xxxxxx Xxxxx Management, Inc.
By: Xxxxxxx van den Xxxxx
Xxxxxxx van den Brink/ President
AIRWAY BUSINESS CREDIT
EXHIBIT A
NON-EXCLUSIVE BROKER'S COMPENSATION
Commission: Broker shall receive a commission as follows:
Gross Income of: $0---$5000 45%;
$5001---$15000 50%; $15001--$25000 60%;
$25000+ 65% per 90 day period of all gross
monthly residual fees, commissions and
origination fees and equipment leasing
commissions received by Company payable
within five days of receipt by Company.
Residual fees are payable on the (30th) day
of each month for the period ending on the
last day of the prior month.
The compensation shall be payable so long as
the Financing Agreement with Referred
Clients remains in effect and no event of
default for either agreement has occurred
thereunder.
Company: /s/ Xxxxxxx X. Xxxxx
Airway Business Credit
Broker: /s/ Xxxxxxx van den Brink
Xxxxxx Xxxxx Management, Inc.
Broker Federal ID # 00-0000000
