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EXHIBIT 10.4
IGPC AND STAMPVILLE .COM INC. SUPPLIERS' AGREEMENT
This Agreement is made and entered into this 1st day of December, 1999,
by and between the Inter-Governmental Philatelic Corporation, ("supplier") a
corporation duly organized and existing under the laws of the State of New York
with its principal place of business at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx
Xxxx, 00000 (hereinafter referred to as "IGPC"), and Stampville .Com Inc. a
corporation duly existing under the laws of the State of New York and having its
principal place of business at 000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxx Xxxx
(hereinafter referred to as "Stampville").
RECITALS
WHEREAS, Stampville .Com Inc. engages in the business of selling philatelic
merchandise and related memorabilia on a wholesale basis to market outlets and
businesses, and on a retail basis to the general public;
WHEREAS, Stampville .Com Inc. is establishing an Internet Web Site for the sale
of Philatelic merchandise in the United States and international markets;
WHEREAS, Inter-Governmental Philatelic Corporation is one of the largest
suppliers and dealers of philatelic merchandise in the world today and is
desirous of expanding sales by selling philatelic items to Xxxxxxxxxx.Xxx for
its distribution;
WHEREAS, Stampville and IGPC enter into this Agreement for the purpose of the
sale of philatelic merchandise both on and off the Internet.
NOW THEREFORE, in consideration of the above recitals and the covenants and
agreements contained below Stampville and IGPC agree as follows:
I. SUPPLY OF STAMPS.
It is hereby agreed to by and between the parties that IGPC shall supply
and sell to Stampville at or before the time such stamps are made available to
other wholesalers, distributors, dealers, collectors or other retail outlets
("the Distribution Outlets") for the period of this Agreement, and subject to
the terms and conditions of this Agreement, stamps that IGPC has made available
for public sale to the Distribution Outlets.
II. TERMS OF SALE.
It is hereby agreed to by and between the parties that IGPC shall sell
its stamps to Stampville at prices no greater than its lowest pricing structure
to any of the Distribution Outlets ("most favored dealer" status). It is
understood by and between the parties that the sale of stamps by IGPC to
Stampville is for resale by Stampville to its customers for the period of this
Agreement. All shipping and handling costs shall be paid by Stampville.
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III. LINE OF CREDIT.
It is hereby agreed to by and between the parties that IGPC shall grant
to Stampville a "line of credit" which shall not exceed the sum of $2,000,000.00
(two million dollars) exclusively for the purchase and shipping of stamps from
IGPC. Stampville, in consideration of the extension of credit made by IGPC, does
hereby absolutely and unconditionally guarantee the prompt and complete payment
and performance of any credit extended to Stampville on or before 120 days from
the extension of such credit. The parties may extend said 120 days by mutual
consent in writing signed by both parties.
IV. UNSOLD MERCHANDISE AND RETURNS.
It is agreed upon by and between the parties that any stamps purchased
by Stampville from IGPC may be returned within 90 days for full credit, provided
that stamps are returned in the same condition as received. All shipping and
handling costs for returns shall be the responsibility of Stampville.
V. PROMOTION OF STAMPVILLE AND SUPPLY OF INFORMATIONAL CONTENT.
It is agreed upon by and between the parties that IGPC shall grant to
Stampville those promotional rights which are legally assignable and not bound
by restrictions for the promotion of special issues and selected promotion of
celebrities for use in Stampville materials and promotions. IGPC further agrees
to promote the Stampville Network through press releases, promotional events and
periodically sending advertising material supplied by Stampville containing
information regarding Stampville .Com Inc. IGPC further agrees to supply
Stampville with informational content for its website(s), newsletters and other
such promotional materials.
VI. IGPC DATABASE.
It is understood by and between the parties that Stampville is creating
a Master Database ("Stampville Master Database"), which will integrate the IGPC
database and to the extent possible, the databases of other vendors who will be
supplying Stampville with product. IGPC does hereby grant to Stampville the
perpetual right to use the IGPC database along with the stamp images and
content.
VII. CONFIDENTIAL INFORMATION, TRADE SECRET AND NONCOMPETITION.
1. IGPC and Stampville each acknowledge that they may be furnished or otherwise
receive or have access to information which relates to each other's past,
present or future products, software, web sites, web design or formatting,
research, development, improvements, inventions, processes, methods, techniques,
designs or other technical data or regarding administrative, management,
financial, marketing or manufacturing activities of one another on a
confidential basis. All such information shall be considered by the respective
parties as proprietary and confidential ("Proprietary Information") and the sole
exclusive property of Stampville and IGPC respectively. Both during and after
the term of this Agreement, IGPC and Stampville agree to preserve and protect
the confidentiality of the Proprietary Information and all physical forms
thereof, whether disclosed to before this Agreement or afterward. In addition,
IGPC and Stampville shall not (i) disclose or disseminate the Proprietary
Information to any third party, (ii) remove Proprietary Information from the
premises of Stampville or IGPC respectively, without the prior consent of the
other party, (iii) use the Proprietary Information to its own benefit or the
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benefit of any third party without prior written consent of the other party,
(iv) engage and compete with one another during the period of this Agreement in
that IGPC shall not establish a same or similar Internet Web Site during the
period of this Agreement.
3. It is agreed that all Proprietary Information used or generated during the
course of IGPC's relationship with Stampville that is generated by Stampville is
the property of Stampville. It is agreed that IGPC will deliver to Stampville
all documents and other tangibles (including diskettes and other storage media)
containing Proprietary Information upon termination of Agreement.
4. It is acknowledged and agreed that all tangible and intangible information
disclosed by Stampville shall always remain the exclusive property of
Stampville. This includes, without limitation, web site design, graphics,
program codes, processes, methods, services, copyrights, trademarks, patents or
domains or any other form of intellectual property. It is acknowledged and
agreed that all tangible and intangible information disclosed by IGPC shall
always remain the exclusive property of IGPC. This includes, without limitation,
graphics, program codes, processes, methods, services, copyrights, trademarks,
patents or domains or any other form of intellectual property.
5. In consideration of the execution of this Agreement by Stampville, IGPC
covenants and agrees that it will not, during or following the term of this
Agreement, disseminate, publish upon, lecture, or disclose in any manner
information relating to design, method or techniques employed by Stampville or
any information relating to research, development or marketing used by
Stampville and such information is the sole exclusive property of Stampville. In
consideration of the execution of this Agreement by IGPC, Stampville covenants
and agrees that it will not, during or following the term of this Agreement,
disseminate, publish upon, lecture, or disclose in any manner information
relating to design, method or techniques employed by IGPC or any information
relating to research, development or marketing used by IGPC and such information
is the sole exclusive property of IGPC.
6. It is understood by and between the parties that IGPC in its business acts as
philatelic agent for numerous World Governments, Stampville and its affiliates
do hereby agree that during the term of this Agreement, neither Stampville nor
its affiliates shall solicit, engage or compete with IGPC in that Stampville and
its associates will not acquire or attempt to acquire any agency, whether or not
IGPC is in fact the Government agent, without the prior written consent of IGPC.
It is further understood and agreed to by and between the parties that IGPC in
its discretion may seek to introduce Stampville and its affiliates to business
opportunities with investors both inside and outside the philatelic community.
Stampville hereby agrees that in the event it agrees to accept such
introductions both during and after this Agreement, neither Stampville nor its
affiliates shall enter into any business ventures or agreements with said
investors arising out of such introduction without the prior written consent of
IGPC.
VIII. NON-ASSIGNABILITY OF RIGHTS.
It is agreed upon by and between Stampville and IGPC that none of the
rights granted to either party by this Agreement are assignable or otherwise
transferable without the prior written consent of both parties.
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IX. DURATION OF AGREEMENT.
It is agreed upon by and between the parties that this agreement shall
have a term of three (3) years; provided however, that on the 3rd anniversary of
this Agreement, IGPC may terminate the Agreement by written notice to Stampville
(the "Termination Notice"). If no Termination Notice is delivered to Stampville
on or within 30 days before the 3rd anniversary of this Agreement, the Agreement
will automatically extend for an additional two (2) years without any further
action by either party. In the event Stampville receives a timely Termination
Notice, IGPC agrees to continue to supply Stamps to Stampville for an additional
two-year period pursuant to Sections 1 and 2 of this Agreement. In such event
the parties expressly acknowledge and agree that the "line of credit" extended
to Stampville under this Agreement shall terminate on the 3rd anniversary of
this Agreement.
X. CHOICE OF LAW.
This Agreement shall be governed by the laws of the State of New York as
such laws are applied to contracts executed by New York residents and performed
entirely within the State of New York. In the event that any provision of this
Agreement conflicts with the law under which this Agreement is to be construed
or if any such provision is held invalid by a court with jurisdiction over the
parties to this Agreement, such provision shall be deemed to be restated to
reflect as nearly as possible the original intentions of the parties in
accordance with applicable force and effect.
XI. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement between Stampville and
IGPC and supersedes any prior negotiations, agreements or understandings
pertaining to the subject matter hereof whether written or oral. No modification
or amendment of this Agreement shall be effective unless in written instrument
executed by the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement,
STAMPVILLE .COM INC. INTER-GOVERNMENTAL
PHILATELIC CORPORATION
By: /s/ C. XXXXXXXX XXXXXXX By: /s/ XXX XXXXXXX
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Name: C. Xxxxxxxx Xxxxxxx Name: Xxx Xxxxxxx
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Title: President Title: President
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DATED: DECEMBER 1, 1999
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