EXHIBIT 10.1
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April 30, 1998
Mr. Xxxxx Xxxxxx
Telecomm Industries, Inc.
0000 Xxxx Xxxxxx Xxxxx 000
Xxxxxxxxxx, XX 00000
Dear Xx. Xxxxxx,
Re: NON-EXCLUSIVE AUTHORIZED DISTRIBUTOR AGREEMENT BETWEEN
AMERITECH SERVICES, INC. ("AMERITECH") AND TELECOMM
INDUSTRIES, INC. ("AD") EFFECTIVE JUNE 1, 1998
(HEREAFTER REFERRED TO AS THE "AGREEMENT").
This acknowledges that under the now-in-effect Authorized
Distributor Agreement no extension of our product distribution
arrangement is allowed without the signing of a new agreement. The
purpose of this letter is twofold: i) to set forth our mutual
understanding and agreement regarding the continuation of the
distribution relationship; and, ii) for the parties to execute this
letter as the binding Non-Exclusive Authorized Distributor Agreement
between the parties from June 1, 1998 through December 31, 1998. For
purposes of identification, this letter of agreement shall be referred
to as it is referenced above, in short referred to as the "Agreement".
1. Ameritech and AD intend to continue their relationship under
which AD is granted specific non-exclusive authority to
represent Ameritech and certain Ameritech products in a
specified Territory, and AD is awarded commissions for sales
of said products. Each party agrees that the term of this
letter of Agreement is June 1, 1998 through December 31,
1998, provided Ameritech received this letter of Agreement,
originally signed by the AD, at the address designated by
Ameritech, no later than close of business on May 31, 1998.
2. Ameritech and AD agree that the rights and obligations of
each party which were set forth in the now-in-effect
Authorized Distribution Agreement between the parties, dated
June 1, 1996 as amended March 2, 1998, accurately describes
and sets forth the rights and obligations of each party, and
the terms and conditions set forth in that contract shall
govern the parties' relationship from June 1, 1998 through
December 31, 1998. All terms and conditions of the Non-
Exclusive Authorized Distributor Agreement dated June 1,
1996, as amended March 2, 1998 are incorporated by reference
as if originally set forth herein, except as follows:
a) SECTION 4.0, "Term" is deleted in its entirety and
replaced with the following:
"4.0 Term
This Agreement shall commence on June 1, 1998 and shall
continue through December 31, 1998 unless sooner
terminated as provided for elsewhere in this Agreement.
b) SECTION 5.1(b) is modified and shall hereafter read:
"(b) Unless otherwise provided elsewhere in this
Agreement, Ameritech may terminate this Agreement in
whole or in part upon fifteen (15) days written notice
in the event AD fails to perform or commits a breach of
any term or condition of this Agreement. The parties
agree this shall be deemed termination for cause.
c) SECTION 6.9.
AD agrees that it shall be responsible (through written
agreement or otherwise) for ensuring that every seller
who promotes or sells Ameritech products or services on
behalf of AD in the Territory is in compliance with the
terms and conditions of this Agreement which relate to
sales practices and limitation, including, without
limitation, compliance with the Section 6.4 and Section
3.0 of this Agreement. AD shall furnish to Ameritech
such materials and documentation reasonably requested
by Ameritech related to this duty."
My signature below, and AD's countersignature is evidence of our
intending to be bound, and we hereby warrant and attest to our
authority to bind our respective companies to the foregoing.
AMERITECH TELECOMM INDUSTRIES
/s/ Xxxxxx Xxxxxxxxx /s/ Xxxxx X. Xxxxxx
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Xxxxxx Xxxxxxxxx Xxxxx X. Xxxxxx
Director Chairman/CEO
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TITLE TITLE
6-1-98 May 21, 1998
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DATE DATE
