Marketing, Sales, and Representation Agreement
between
Machtec Ltd. and TTR Technologies Inc.
This agreement is made between Machtec Inc. (Machtec), and TTT Technologies Inc.
(TTR)
1 Background
MACHTEC is a business service firm specializing in market development for
new services and technologies. MACHTEC also engages in interim project
management and consulting on technological projects. TTR is a technology
development firm engaged in marketing and developing software copy
protection products.
MACHTEC and TTR seek a relationship in which TTR shall retain MACHTEC on a
non-exclusive basis, to represent, market, and sell TTR technology to
companies in Europe and other countries which the parties agree upon (the
"Territory").
2 Agreement
Therefore, MACHTEC and TTR agree to the following with regard to:
a. Business Development
MACHTEC will provide to TTR a dedicated and focussed effort to develop
business for the DiscGuard product line. Specifically, MACHTEC will
introduce TTR to and represent TTR to potential customers in the
Territories.
Commencing upon the effectiveness of this Agreement and thereafter no later
than every 90 business days (the "Period"), MACHTEC shall furnish to TTR a
report (hereinafter, the "Report") relating to MACHTEC's planned activities
for the forthcoming Period in regard to the representation hereunder,
including, without limitation, a list of all of the persons or entities
that MACHTEC intends to contact in furtherance of the objectives of this
Agreement. Promptly upon its receipt of the Report, TTR shall review the
list of persons or entities included therein which MACHTEC intends to
contact during the following Period and furnish to MACHTEC, in writing,
TTR's list of approved contacts, comprised of the persons or entities
contained in the Report, who MACHTEC may approach in furtherance of the
objectives of this Agreement (the "Approved Contact List"). The makeup of
the Approved Contact List shall be in TTR's sole discretion. The Approved
Contact List shall be furnished to MACHTEC by the seventh (7th) business
day following TTR's receipt of the Reports under this Agreement.
MACHTEC shall be entitled to deal with any person or entity included in the
Approved Contact List, provided, that, if by the end of the six (6) month
period following the date of TTR's submission of an Approved Contact List
TTR has not entered into an agreement or a transaction or advanced
discussions as evidenced in writing for the entering into an agreement with
a person or entity included therein, then MACHTEC shall cease all contact
with such person or entity on TTR's behalf.
MACHTEC will assist TTR personnel in gaining access to decision makers at
prospective clients; assist TTR in tailoring its business strategy and
presentations to prospects.
When asked by TTR, MACHTEC will participate in trade shows, briefings, and
meeting with prospects and clients outside of Europe. MACHTEC is prepared
to use its international network of contacts on the behalf of TTR.
TTR, will provide MACHTEC with marketing support in the form of
information, documentation, visits by experts, administrative support,
pricing and delivery schedules, as TTR deems appropriate.
In performance of its duties hereunder, MACHTEC shall act only in
accordance with TTR's instructions, terms and conditions as shall be
decided from time to time by TTR. No agreement of any kind or order for any
products or services shall be binding on TTR unless accepted by TTR in
writing.
b. Trademarks, Trade Names, Intellectual Property
Nothing contained in the Agreement will give MACHTEC any rights in TTR'
trademarks, trade names, copyrights, patents, trade secrets, logos or
designations (collectively referred to as Intellectual Property Rights).
MACHTEC will not at any time during or after this Agreement do anything
that may infringe or contribute to the infringement or such Intellectual
Property Rights.
Nothing in this agreement shall give TTR any rights in MACHTEC's
trademarks, trade names, copyrights, trade secrets, logos or designations
(collectively referred to as Intellectual Property Rights).
c. Compensation
TTR will pay to MACHTEC the following:
(a) in consideration of MACHTEC providing not less than four days of work
per month for a period of 12 months in rendering the services under this
Agreement TTR hereby grants to MACHTEC, 200,000 shares of its common stock.
("Fees").
(b)TTR shall bear MACHTEC's reasonable out-of-pocket expenses incurred in
the furtherance of the objectives of this Agreement, provided, that such
expenses of over $500 per month shall have been pre-approved, in writing,
by TTR. Reimbursement shall be made only against appropriate receipts
evidencing actual payment by MACHTEC.
d. Confidentiality
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MACHTEC and TTR acknowledge that they will have access to certain
information and material ("Confidential Information") concerning each
other's business, customers, technology and products that are confidential
and of substantial value to the disclosing party, which value would be
impaired if such Confidential Information was disclosed to third parties.
MACHTEC and TTR will not use such Confidential Information, except in
performance of this Agreement, nor will they disclose such Confidential
Information to third parties. MACHTEC and TTR will take every reasonable
precaution to protect the Confidential Information. For the purposes of the
forgoing obligations, Confidential Information does not include information
which was rightfully known to one party prior to its receipt hereunder by
the other party, is or becomes publicly available without breach of the
Agreement or wrongful act of the receiving party, is received by one party
without an obligation of confidentiality and without breach of this
Agreement or is developed independently by one party without using
Confidential Information of the other party.
v. Non Competition.
During the term of this Agreement and for 12 (twelve) months after its
termination or expiration, MACHTEC shall not deal in the Territory,
directly or indirectly, for its own account or for the account of
another person, in any products which may be competitive withTTR's
products. In order to avoid any dispute, TTR's determination, in its
sole reasonable discretion, as to whether a product competitive, shall
be final, conclusive and binding on MACHTEC.
vi. Indemnity.
MACHTEC shall defend, indemnify, and save TTR and the parent
enterprise harmless from and against injury, loss or damage to TTR or
the parent enterprise from any third party arising out of or resulting
from the acts or omissions of MACHTEC, including but not limited to
acts beyond the scope of this Agreement.
3. Miscellaneous
a. Notification
All notices, requests, and demands pertaining to this agreement shall be in
writing and will be delivered by telex, fax, certified or registered mail,
or express courier. Email via Internet will be considered informal
communication for operational purposes only.
b. Amendments
No amendment or modification of any kind, including waiver, will be
effective unless it is in writing and signed by both parties to this
agreement.
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c. Governing Law
This Agreement will be governed by the laws of the Netherlands.
d. Force Majeure
Neither party will be responsible for any failure to perform due to
unforeseen circumstances or causes beyond its control including but not
limited to acts of God, war, floods, accidents, and strikes. A party whose
performance is affected by force majeure conditions shall be excused from
performing under this Agreement to the extent imposed by the force majeure
so long as he takes all reasonable steps to immediately continue
performance when the force majeure condition is over.
e. Entire Agreement
This Agreement constitutes the entire Agreement between the parties and may
not be modified or amended except in writing by the parties below.
Non- Assignment
MACHTEC may not sell, assign or otherwise transfer any of its rights or
obligation under this Agreement without the prior written consent of TTR.
TTR Technologies Inc. Machtec Limited
Signature /s/ XXXX XXXXXXX Signature /s/ XXXXX X. XXXXXX
---------------- -------------------
Name (print)Xxxx Xxxxxxx Name (print)Xxxxx X. Xxxxxx
Title Chairman & President Title Director
Date: February 1, 1999 Date: February 1, 1999
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