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Exhibit 10.8
STRATEGIC TEAMING AND MARKETING AGREEMENT
THIS AGREEMENT, made as of this 18th day of February 1999 by and between iBiz
Technology Corp. A Florida corporation with a place of business at 0000 X.
Xxxxx Xxxx Xx, Xxxxx X 000 Xxxxxxx, XX 00000, hereinafter referred to as iBiz
and Global Telephone Communication Inc. a Nevada corporation with a place of
business at 0000 Xxxxxx Xxx Xxx Xxxxx Xxxxx 000, Xxx Xxxxx Xxxxxxxxxx 00000
herein after referred to as GTCI, and collectively referred to as the Parties.
WITNESSETH:
WHEREAS, the Parties have identified certain business opportunities;
WHEREAS, the Parties have unique capabilities which they believe
complementary and not independently available within either of their respective
companies; and
WHEREAS, the Parties wish to enter into this Agreement in order to
develop the best management and technical approach for said business
opportunities;
WHEREAS, iBiz is a corporation specializing in "small footprint,"
computer technology solutions for the financial services industry and other
space-conscience computing environments; and
WHEREAS GTCI is a telecommunications corporation providing
communication products and services in China and the Pacific Rim; and
NOW, THEREFORE, the Parties hereby agree as follows:
1. iBiz agrees to give non-exclusive marketing rights of its products to
GTCI for a period of five (5) years to the Asian territories defined
as: Xxxxxxxx Xxxxx/Xxxx Xxxx, Xxxxxx, Xxxxx Xxxxx, Xxxxx Xxxxx,
Xxxxxxxx, Vietnam, Cambodia, Myanmar (Burma), Laos, Malaysia, the
Philippines, Indonesia and Japan. See Schedule A
2. GTCI agrees to use every effort and resource to market iBiz products in
the Asian territories (defined in paragraph 1) for period of five (5)
years.
PROPRIETARY INFORMATION
The party receiving the proprietary information shall be hereinafter
referred to as the receiving Party and the Party furnishing the information the
transmitting Party. The receiving Party agrees to keep in confidence and prevent
the unauthorized disclosure to any person or persons outside its organization,
and agrees further not to use for a purpose other
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than for which furnished (and then only with appropriate restrictions governing
its use) any and all data and information including all data and information
previously furnished by the transmitting party relating to the subject areas of
expertise of the transmitting Party. This includes all data and information
which is designated in writing, or by appropriate stamp or legend, by the
transmitting Party to be of a proprietary nature. The receiving Party shall not
be liable for unauthorized disclosure of any such data or information if the
same:
(a) is in the public domain at the time it was disclosed;
or
(b) is disclosed inadvertently despite the exercise of
the same degree of care as the receiving Party takes
to preserve and safeguard its own proprietary
information, provided also that any person having
access to such information shall be advised of the
contents of this Agreement; or
(C) is disclosed with a written approval of the
transmitting Party; or
(D) was independently developed by the receiving Party;
or
(E) becomes known to the receiving Party from a source
other than the transmitting Party who is legally
entitled to such information without breach of this
Agreement; or
(F) was not identified in writing, or by application of
the appropriate identifying stamp or legend, as
proprietary information subject to this Agreement; or
Each Party shall designate in writing the individual or
individuals authorized to receive proprietary information
under this Agreement and either Party may change its
designation by written notice to the other.
CLASSIFIED INFORMATION
To the extent the obligations of the Parties hereunder require
providing a customer or potential customer, confidential or sensitive
information, the Parties agree that the customer shall execute such appropriate
Non-Disclosure Agreement to protect such information, the form of which shall be
agreed upon by both Parties.
TERMINATION
This Agreement and all rights and duties hereunder, except those under
paragraph 3, above, which shall survive termination of this Agreement, may be
terminated by either Party, on thirty (30) days' prior written notice to the
other.
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THIRD-PARTY TRADEMARKS
During the performance of this Agreement, the following shall apply
with respect to trademarks:
It is understood that each Party will use its best effort to convey information
to the other Party which is clear of third-party rights; however, none of the
information which may be submitted or exchanged by the Parties shall constitute
any representation, warranty, assurance, guarantee or inducement by either Party
to the other with respect to the unknown or unasserted infringement of
trademark, patents, copyrights or any right to privacy, or other rights of third
persons.
EXPENSES
Except as otherwise set forth herein, or as may be mutually agreed by
the Parties, and except for the compensation which may be paid to the Parties in
accordance with any such contracts and subcontracts, each Party shall bear all
of its own expenses incurred in connection with the business opportunities
referred to herein.
PUBLICITY
No publicity or advertising regarding any proposal or contract relating
to this Agreement shall be released without prior approval of both Parties, with
exception that this Agreement may be made known to the customer, and certain
information made public as required by the Securities Exchange Commission (SEC)
or other regulatory agencies.
ASSIGNMENTS
Neither Party may assign or transfer its interest herein without the
prior written consent of the other. This approval requirement shall not apply to
the assignment to any successor corporation in the event of a merger or
consolidation. Any consent required shall not be unreasonably withheld.
COMPLIANCE WITH LAW
The Parties shall comply with all applicable federal, state and local
laws and regulations.
LIMITATION OF LIABILITY
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Neither Party shall be liable to the other for any indirect,
incidental, special or consequential damages, however caused, whether as a
consequence of the negligence of the one Party or otherwise.
SEVERABILITY
If any provision of this Agreement or part of such provision is or
becomes invalid or unenforceable, then the remaining provisions hereof shall
continue to be effective.
WAIVERS
No waiver by a party of any its rights or remedies shall be construed
as a waiver by such party of any other rights or remedies that such party may
have under this Agreement.
ENTIRE AGREEMENT
This Agreement contains the entire Agreement between the Parties and
supercedes any previous understanding, commitments, or agreement, oral or
written. This Agreement shall not be amended nor shall any waiver of any right
hereunder be effective, unless set forth in a document executed by duly
authorized representatives of both Parties. The validity, construction, scope
and performance of this Agreement shall be governed by the laws of the State of
California.
IN WITNESS WHEREOF, the Parties hereby have caused this Agreement to be duly
executed on the day and year first above written.
Global Telephone Communication Inc. iBiz Technology Corp.
By:__________________________ By:_________________________
Name: Xxxxx Xxxx Name: Xxx Xxxxxxxxx
Title: President Title: President
DATE:_______________________ DATE:______________________
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SCHEDULE A
i-Key 2000 - Ergonomic Wireless Keyboard with Glidepoint and Palm Rest
TV3682 - Financial Application Keyboard with Integrated Glidepoint
TV3681 - Financial Application Keyboard
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