Exhibit 10.8
Marketing, Sales, and Representation Agreement
This agreement is made as of the 25 day of February, 2000 between Ambient
Corporation, ("AMBIENT"), and Xxxxxxxx Trading Ltd. ("CONSULTANT").
1. BACKGROUND
AMBIENT, or its affiliates, is a business specializing in market development for
screen phone services and technologies.
CONSULTANT specializes and possesses expertise in marketing and promoting new
products and services to the telecommunications industry.
AMBIENT and CONSULTANT seek a relationship in which AMBIENT shall retain, on a
non-exclusive basis, Consultant to represent, market, and sell the Company's
products.
2. AGREEMENT
Therefore, AMBIENT and CONSULTANT agree to the following with regard to:
Business Development
CONSULTANT will provide to AMBIENT a focussed effort to develop business for
screen phone product line. Specifically, CONSULTANT will introduce the Company
to and represent it to potential customers.
Upon written notice, AMBIENT may instruct CONSULTANT not to contact certain
potential customers. In the event that CONSULTANT has previously initiated
contact with such customers, as demonstrated by reasonable and tangible
evidence.
AMBIENT, will provide CONSULTANT with marketing support in the form of
information, documentation, visits by experts, administrative support, pricing
and delivery schedules, as AMBIENT deems appropriate.
In performance of its duties hereunder, CONSULTANT shall act only in accordance
with AMBIENT's instructions, terms and conditions as shall be decided from time
to time by AMBIENT. No agreement of any kind or order for any products or
services shall be binding on AMBIENT or the Company unless accepted by AMBIENT
or the Company, as the case may be, in writing.
3. Trademarks, Trade Names, Intellectual Property
Nothing contained in the Agreement will give CONSULTANT any rights in AMBIENT'S
or the Company's trademarks, trade names, copyrights, patents, trade secrets,
logos or designations (collectively referred to as Intellectual Property
Rights). CONSULTANT 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 AMBIENT any rights in CONSULTANT's
trademarks, trade names, copyrights, trade secrets, logos or designations
(collectively referred to as Intellectual Property Rights).
4. Compensation
(a) In consideration for CONSULTANT's services, AMBIENT will transfer to the
CONSULTANT,
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subject to (and in compliance with) US federal securities laws, 300,000 shares
of AMBIENT Common Stock.
(b) CONSULTANT shall bear its own out-of-pocket expenses incurred in the
furtherance of the objectives of this Agreement and neither AMBIENT or the
Company shall be responsible for any such amounts.
5. Confidentiality
AMBIENT and CONSULTANT acknowledge that they will have access to certain
information and material ("Confidential Information") concerning each other's
and the Company's business, customers, technology and products that are
confidential and of substantial value to the disclosing party or the Company, as
the case may be, which value would be impaired if such Confidential Information
was disclosed to third parties. AMBIENT and CONSULTANT will not use such
Confidential Information, except in performance of this Agreement, nor will they
disclose such Confidential Information to third parties. AMBIENT and CONSULTANT
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.
6. Non Competition
During the term of this Agreement and for 12 (twelve) months after its
termination or expiration, CONSULTANT shall not deal, directly or indirectly,
for its own account or for the account of another person, in any products which
may be competitive with AMBIENT's products or any other product competitive with
the Company's products. In order to avoid any dispute, AMBIENT's determination,
to be exercised in its sole but reasonable discretion, as to whether a product
competitive, shall be final, conclusive and binding on CONSULTANT.
7. Indemnity
CONSULTANT shall defend, indemnify, and save AMBIENT and the Company harmless
from and against injury, loss or damage to AMBIENT or the Company from any third
party arising out of or resulting from the acts or omissions of CONSULTANT
beyond the scope of this Agreement.
8. Term
This Agreement shall terminate December 31, 2000, unless terminated earlier upon
mutual consent or for cause.
9. MISCELLANEOUS
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.
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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.
Governing Law
This Agreement will be governed by the laws of the State of New York.
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.
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
CONSULTANT may not sell, assign or otherwise transfer any of its rights or
obligation under this Agreement without the prior written consent of AMBIENT.
AMBIENT CORPORATION XXXXXXXX TRADING LTD.
By: S/ Xxxxxxx Braunold By: S/Xxxxx Xxxxxxxxx
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Director
Name (print) Name (print)
