CARD DISTRIBUTOR AGREEMENT FIRSTUSE
This Agreement is made between _______________________________ (the The
Company") having its principal office at Florida and Panther Com Enterprises,
Inc. (the "The Distributor") having its principal office at 0000 XX 00xx Xxx.
Xxx 00, Xxxxx, XX 00000.
VHEREAS, The Company has the ability to offer Pre-paid Calling Card Services
which will permit the end-user to make domestic and international long distance
pre-paid calls over the Company's telecommunications Network.
VHEREAS, the Distributor desires to represent and sell on a non-exclusive basis,
the Company's Pre-paid Calling Cards in the territory of the United States of
America and Canada.
NOW, THEREFORE, for and in consideration of mutual promises and covenants
herein contained, the parties hereto agree as follows:
Responsibilities of the Distributor:
1. The Distributor shall accurately represent and state the Company's
policies to all potential and present Vendors.
2. The Distributor shall inform immediately the Company's sales manager of
all problems concerning the Company's Pre-paid Calling Cards within the
sales territory.
3. The Distributor shall meet with the sales manager with reasonable
frequency to discuss sales Activity within the territory.
4. The Distributor shall provide the Company 30-days' notice should the
Distributor intend to terminate this agreement.
5. The Distributor shall return promptly all materials and samples provided
by the Company to the Distributor, if either party terminates this
agreement.
6. The Distributor shall be responsible for all taxes relating to the sale
of the Cards, except for taxes based solely on the Company's income. The
Distributor shall indemnify and hold the Company harmless from all
costs, expenses, claims, or actions arising from such taxes.
7. The Distributor shall not use any sales scripts, literature, promotional
materials, advertising material, which make reference to the
Pre-paid Calling Card without obtaining the Company's written approval
prior to The Distributor's use of such material.
8. Distributor shall request activation of Pre-paid calling prior to
delivering the cards to stores or end users,
9. Distributor shall receive every Monday a WEEKLY INVOICE, including a
first use report ("Report") of all the pre-paid cards activated by the
end users during the previous week (cards activated from Monday through
Sunday). Distributor shall pay the Company for all the cards activated
as per Report, using the procedure described in Exhibit 1 (Distributors
billing and payment procedure).
Should the Distributor fail to pay any part of the weekly Invoice, the
Distributor shall pay 1.5% per month interest on the principal due, or
the highest rate of interest allowed by law, whichever is greater.
Furthermore if the payment default is not cure by the following
reporting period, the Company reserves the right to disconnect without
further notice all the cards activated on behalf of Distributor. Any and
all liabilities arising from the disconnection of cards shall be the
responsibility of Distributor.
10. Distributor shall be responsible for all the cards activated, after 180
days from activation date Distributor shall pay for any card that has
not reported first use, or return the cards to the Company for
de-activation,
11. Confidentiality: The Distributor will hold in confidence and will use
its best efforts to cause its officers, directors, employees,
accountants, counsel, consultants, advisors and agents to hold in
confidence, unless compelled to disclose by judicial or administrative
process or by the requirements of law, all Confidential Information
concerning the Company and its affiliates which is furnished to the
Distributor in connection with the transactions contemplated by this
Agreement. The term "Confidential Information* shall mean all
information, written or oral, provided by the Company or its officers,
directors, employees, Distributors or agents to the Distributor or its
officers, directors, employees, Distributors or agents, except to the
extent that such information can be shown to have been (a) previously
known on a non-confidential basis by the Distributor; (b) in the public
domain through no fault of the Distributor; (c) later lawfully
acquired by the Distributor from sources other than The Company; or (d)
independently developed by the Distributor without the use, directly or
indirectly, of any Confidential Information of THE COMPANY; provided
that the Distributor may disclose such information to its officers,
directors, employees, accountants, counsel, consultants, advisors and
agents in connection with the transactions contemplated by this
Agreement, so long as such persons are informed by the Distributor of
the confidential nature of such information and are directed by the
Distributor to treat such information confidentially. The Distributor's
obligation to hold any such information in confidence shall be satisfied
if it exercises the same care with respect to such information as it
would take to preserve the confidentiality of its own similar
information. Upon termination of this Agreement, the Distributor will,
and will use its efforts to cause its officers, directors, employees,
accountants, counsel, consultants, advisors and agents to, destroy or
deliver to the Company, upon request, all documents and other materials
and all copies thereof obtained by the Distributor, or on its behalf,
from the Company in connection with this Agreement that are subject to
such confidence.
Responsibilities of the Company:
1. The Company shall deliver to Distributor deactivated pre-paid calling
cards.
2. The Company shall negotiate in advance of sale, the discount levels that
it will offer for each pre-paid calling card program. Such discount
levels shall be reflected in Exhibit 1 of this card distribution
agreement.
3. The Company shall provide the Distributor with reasonable quantities of
printed or promotional materials, brochures, and any product samples
required for sales purposes.
4. The Company shall be solely responsible for all costs associated with
preparing the Cards, provided that, if Distributor requests custom
modifications, such modifications shall be at the sole expense of
Distributor.
5. The Company shall maintain a reasonable stock of prepaid calling cards
and, provided Distributor is current in all payments to the Company,
shall ship promptly all orders to the Distributor within two business
days.
6. The Company shall have the right to set minimum monthly quotas.
7. The Company shall grant the Distributor 30-days' notice should the
Company wish to terminate this agreement.
Additional Covenants:
1. The Distributor shall comply with all applicable laws and regulations
and shall conduct its business, and shall commit no act, which would
reflect unfavorably on the Company.
2. The Company shall incur no responsibility or obligation to employees,
independent contractor or other parties utilized by the Distributor to
perform its obligations hereunder. Such persons shall at all times
remain employees, agents, or independent contractors of the
Distributor.
3. The Company is responsible for customer support services similar
to those it provides its other distributors.
4. All products and services provided under this agreement are provided for
resale to The Distributors customers. The Distributor is solely
responsible for billing and collection from its customers. The
Distributor is solely responsible for obtaining and maintaining all
authorization for resale of Prepaid Calling Cards to its customers. The
Distributor will provide such document to The Company upon request.
5. The Company or its authorized representative(s) may audit, upon
reasonable notice, any or ail Distributor account information, data,
documents, books and records pertaining to the distribution of the
cards.
6. Except for the payment of money, neither party shall be liable for
failure to perform its obligations hereunder due to causes beyond its
control, Including but not limited to, acts of God, fire, flood, or
other catastrophes; any laws, order, regulation, or request of the
United States or any foreign government, or other civil or military
authority; national emergencies, insurrections, dots, wars, or strikes,
lock-outs, works stoppages, or other labor difficulties.
7. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR SPECIAL, PUNITIVE, OR
CONSEQUENTIAL DAMAGES ARISING FROM RELATIONSHIP OR THE CONDUCT OF
BUSINESS CONTEMPLATED HEREIN. THE LIABILITY OF THE COMPANY IN ANY AND
ALL CATEGORIES SHALL NOT IN THE AGGREGATE, $1,000.00. THE COMPANY
SPECIFICALLY DISCLAIMS ANY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OF THE CARDS OR ANY SERVICES SOLD HEREUNDER.
8. This Agreement shall be construed under the law of the State of
Florida without regard to choice of law principles. Venue for all
matters hereunder shall be Dade County, Florida and all parties waive
any other venue.
9. Neither party may assign or transfer all or any part of its rights under
this agreement without the prior written consent of other, except that
the Company may assign all its right and obligations to any legal entity
controlled by or under common control with the Company.
10. This agreement is not intended to create, nor shall it be construed to
be, a joint venture, partnership, franchise, or other form of business
relationship. Neither party shall have, nor hold itself out as having,
any right, power or authority to assume, create, or incur any expenses,
liability, or obligation on behalf of other party, except as expressly
provided herein.
11. This Agreement, together with the exhibits hereto, constitutes the final
and full terms of understanding between the parties and supersedes all
previous agreements, understandings, negotiations, and promises, whether
written or oral, between the parties with respect to the subject matter
hereof. Both parties have joined in drafting of this agreement and there
shall be no presumption against either party as a result of being the
drafter of this Agreement.
12. If any provision of this Agreement is held invalid, illegal or
unenforceable in any respect, such provision shall be treated as
severable, leaving the remaining provisions unimpaired, provided that
such does not materially prejudice either party in their respective
rights and obligations contained in valid terms, covenants, or
conditions. This agreement shall be construed in accordance with its
fair meaning and not in favor of either party as "drafter."
13. This agreement shall be binding upon the parties and their successors
and assigns.
Signed this day of May, 2001.
The Company The Distributor
Panther Com Enterprises, Inc.
Tax ID#:
Contact Person: Xxxxxx Xxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
Exhibit I
Discount and Payment Agreement
1. Haiti card
a. Discount:
b. Invoice: Every Monday the Company will invoice Distributor for
all the cards that had a first use during the prior week (Monday
through Sunday).
c. Payment: Distributor shall pay the invoice no later than
Wednesday of the same week.
2. La Cholita
a. Discount:
b. Invoice: Every Monday the Company will invoice Distributor for
all the cards that had a first use during the prior week (Monday
through Sunday).
c. Payment: Distributor shall pay the invoice no later than
Wednesday of the same week.
Payment: Distributor shall pay the invoice no later than
Wednesday of the same week.
3. La Peruana
a. Discount:
b. Invoice: Every Monday the Company will invoice Distributor for
all the cards that had a first use during the prior week (Monday
through Sunday).
c. Payment: Distributor shall pay the invoice no later than
Wednesday of the same week.
4. Che Boludo
a. Discount:
b. Invoice: Every Monday the Company will invoice Distributor for
all the cards that had a first use during the prior week (Monday
through Sunday).
c. Payment: Distributor shall pay the invoice no later than
Wednesday of the same week.
Payment: Distributor shall pay the invoice no later than
Wednesday of the same week.
5. Milonga
a. Discount:
b. Invoice: Every Monday the Company will invoice Distributor for
all the cards that had a first use during the prior week (Monday
through Sunday).
c. Payment: Distributor shall pay the invoice no later than
Wednesday of the same week.
6. Nicaragua
a. Discount:
b. Invoice: Every Monday the Company will invoice Distributor for
all the cards that had a first use during the prior week (Monday
through Sunday).
c. Payment: Distributor shall pay the invoice no later than
Wednesday of the same week.
Payment: Distributor shall pay the invoice no later than
Wednesday of the same week.
Signed this day of May, 2001.
The Company The Distributor
Panther Com Enterprises, Inc.
Tax ID#:
Contact Person: Xxxxxx Xxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
