Distribution & Cooperation Agreement Made in 1st June 2009 Between
Exhibit
10.17
Distribution
& Cooperation Agreement
Made in
1st June 2009
Between
Home
Touch Solution Sdn Bhd, a company duly incorporated under the laws of Malaysia
and having its registered office at Block B-G-2A, Jalan Dataran SD 2, Dataran
Sri Damansara, XXX 0, Xxxxxx Xxx Xxxxxxxxx, 00000 Xxxxx Xxxxxx, Xxxxxxxx.
(Hereinafter "HTS")
And
Home
Touch Limited, a company duly incorporated under the laws of Hong Kong and
having its registered office at 703, Liven House, 61-63 King Yip Street, Xxxx
Xxxx, Hong Kong, (hereinafter "HTL"):
Engagement
Both
parties agreed that this is a Distribution & Cooperation Agreement
(Agreement) and made in the 1st June 2009. HTS is appointed by HTL to Sales,
Marketing and Promote HTL's product and technology started from this
date.
Definitions
Territory: Means
Malaysia.
Strategic partner:
HTS and HTL consider themselves as strategic partners in the meaning of
developing and maintaining common sales, marketing and development
strategy.
Bundled product:
Selling HTL's product and technology as a bundled core into HTS's and/or
partners' solution.
1
Entities
List: An agreed list of potential projects and customers that HTS may
approach. This list is periodically updated by HTS.
Sales
HTS is
authorized to sell exclusively
HTL's products, technology and services as stand alone or bundled products in
the Home Automation and/or IP Video Door Phone and /or Intelligent Building
Territory.
The
payment term is T/T in advance.
A list of
the products, services and project price is included in annex 1.
Upon
identification of a new lead, HTS will specify to the each other a written
notification regarding the following:
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The
potential customer
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Relevant
project
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Expected
solution
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Expected
date to close a deal.
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Each
proposal shall be based on an agreed price list (see annex 1).
Products and
Services
HTS shall
ONLY sales and marketing intelligent building system provided by HTL's
products.
HTL shall
supply HTS with the needed range of standard products.
HTS
committed must not to promote and/or sell any product and/or technology that may
compete with HTL' products and/or technology and/or system within the agreement
period.
HTL
agreed to provide one year product warranty. 20% will charge for second year
onward. This will be split with HTS.
3
Duration
This
Agreement shall be valid for 24 months. Upon the expiry of the Agreement Initial
Term, this Agreement shall be automatically renewed to yearly basis ("Agreement
Renewal Term"), unless either party shall give to the other a 60-days written
notice prior to the expiry of the respective Agreement Renewal Term stating its
intention not to renew, in which case the Agreement shall be terminated on the
expiry of the respective Agreement Renewal Term. All terms of this Agreement are
hereby deemed essential.
Term
This
Agreement shall be effective as of the date first above written and shall
continue for a period of 24 months, both parties shall give to the other a
60-days written notice prior to terminate this Agreement.
Consequence of
Termination
Upon
termination of this Agreement for any reason:
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the
HTS shall cease to introduce, promote, market or advertise the Packages or
to make any use of the Trade Xxxx or trade name of
HTL;
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HTL
and / or its associate(s) shall continue to provide the HTL's Products
and/or Solution to potential clients within
territories;
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And
subject as otherwise provided in this Agreement and to any rights or
obligation which have accrued prior to termination, neither party shall
have any further obligation to the other under this
Agreement.
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Intellectual
Property
HTL
hereby authorizes HTS to use the Trade Xxxx in Malaysia, on or in
relation to the Products and/or Solutions of HTL for the purpose only of
exercising the HTL's rights and performing the HTL's obligations under
this Agreement.
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HTS shall
ensure that each reference to and use of any of the Trade Xxxx by HTS is in a
manner approved by HTL in writing in advance.
HTS shall
not:
(a)
make any modifications and/ or competition to HTL's Product and Solution;
(b)
alter, remove or tamper with any Trade Xxxx, or other means of identification
used on or in relation to the Products and/or Solutions without obtaining the
prior written consent of HTL;
(c)
use the Trade Xxxx in any way which might prejudice their distinctiveness
or
validity or the goodwill of HTL therein;
(d)
use in relation to the Products and Solutions any trade marks other than
the Trade
Xxxx without obtaining the prior written consent of HTL; and
(e)
use any trade marks or trade names so resembling any trade xxxx or trade
names of HTL as to be likely to cause confusion or deception.
Except as
provided in this Clause, nothing in this Agreement shall give HTS any rights in
respect of any Intellectual Property used by HTL in relation to the Products
and/or Solutions or the other services or products of HTL or of the goodwill
associated therewith, and HTS hereby acknowledges that, except as expressly
provided in this Agreement, it shall not acquire any rights in respect thereof
and that all such rights and goodwill, the Trade Xxxx and any Intellectual
Property of HTL are, and shall remain, exclusively vested in HTL.
HTS shall
not use any Intellectual Property of HTL except as expressly permitted by this
Agreement.
HTS shall
not do or authorize any third party to do any act which would or might
invalidate or be inconsistent with any Intellectual Property of HTL and not omit
or authorize any third party to omit to do any act which, by its omission, would
have that effect or character.
HTS shall
promptly and fully notify HTL of any actual, threatened or suspected
infringement of the Trade Xxxx or the Intellectual Property of HTL which comes
to HTS's notice, and of any claim by any third party so coming to its notice
that the sale of the Products and/or Solutions infringes any rights of any other
person, and HTS shall at the request and expense of HTL do all such things as
may be reasonably required to assist HTL in taking or resisting any proceedings
in relation to any such infringement or claim.
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Non-solicitation
Clause
Both
parties acknowledge and recognize the highly competitive nature of the
businesses and agree not
to solicit or entice away from the other's employment (or employment by any
member of the other group) any person employed by the other (or any member of
the other group) during the term of this Agreement, within 12 months of the
termination of the employment and within 24 months of the termination of this
Agreement. This clause is to be reciprocal and binding on both
parties.
HTS
acknowledge that any information, reports, and procedures provided by HTL
parties MUST not be used for its own used, or as a means to break this contract
terms and conditions. Home Touch reserves the right to withhold any documents,
manuals deemed proprietary, or as part of its competitive advantage in
performing its obligation under this contract.
Force
Majeure
Neither
party hereto shall be liable for any breach of its obligations hereunder
resulting from causes beyond its reasonable control, including but not limited
to fires, strikes (of its own or other employees), Act of God, earthquake, acts
of government, wars, strikes, lockouts, insurrection, riots, embargoes, or
regulations of any civil or military authority (an "Event of Force
Majeure").
If an
Event of Force Majeure shall continue for more than three months, then this
Agreement shall automatically terminate without liability on either
party.
Each of
the parties hereto agrees to give notice forthwith to the other upon becoming
aware of an Event of Force Majeure. Such notice shall contain details of the
circumstances giving rise to the Event of Force Majeure.
Independent
Contractor
The HTS
shall perform the Services as an independent contractor and retain control over
such Services. HTS shall not, by virtue of this Agreement or the arrangement
hereunder or otherwise, be considered a joint venture, partner, employee of the
HTL for any reason, and shall not have the power or authority to contract in the
name of, or otherwise bind, the HTL.
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Assignment
HTS shall
NOT sell, assign, or transfer any rights or interests created under this
Agreement or delegate any of their duties without the prior written consent of
Home Touch. Any such assignment or delegation of either party hereunder without
such consent shall be void.
Governing
Law
This
Agreement shall be governed by and construed in accordance with the laws of Hong
Kong without reference to the principles of conflict of laws, and the parties
hereto irrevocably submit it to the sole and exclusive jurisdiction of the
competent HKSAR courts, to the absolute exclusion of any other court and any
other jurisdiction.
IN
WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by
their duly authorized representatives on the day and year first above
written.
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For
and on behalf of
Home
Touch Solution Sdn Bhd
By: Xxxx Xxxx Chnan
/s/ Xxxx Xxxx
Chnan
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For
and on behalf of
Home
Touch Limited
By:
Ng Tze Lung Xxxxx Xxxxxxx
/s/ Ng Tze Lung Xxxxx
Xxxxxxx
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