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EXHIBIT 6.15
COMMISSION AGREEMENT
THIS COMMISSION AGREEMENT (this "Agreement"), dated as of December 31,
1999, is entered into by and between Xxxxx.xxx, Inc., a Delaware corporation
("Qorus"), and NetDox, Inc., a Delaware corporation ("NetDox").
WHEREAS, Qorus and NetDox entered into that certain Xxxx of Sale,
Assignment and Assumption Agreement, dated as of July 15, 1999 (the "Acquisition
Agreement"), by which Qorus acquired from NetDox certain assets of NetDox,
including, but not limited to all customer lists, contacts and prospects;
WHEREAS, subsequent to July 15, 1999, Qorus entered into that certain
Master Agreement (the "Xxxxx Contract") with Xxxxx Business Communication
Services, a division of Xxxxx North America, Inc. ("Xxxxx");
WHEREAS, NetDox negotiated with Xxxxx for approximately six months
prior to the date of the Acquisition Agreement and was in current negotiations
with Xxxxx at the time the transactions contemplated by the Acquisition
Agreement were consummated;
WHEREAS, Qorus wishes to compensate NetDox for its efforts in securing
the Xxxxx Contract prior to the time the relationship with Xxxxx was acquired by
Qorus pursuant to the Acquisition Agreement on the terms and conditions
contained herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, agree as follows:
1. Qorus shall pay and deliver to NetDox an amount equal to twenty
percent (20%) of all gross revenues received by Qorus under the Xxxxx Contract.
Such amounts shall be payable by Qorus to NetDox in cash within fourteen (14)
business days of receipt thereof by Qorus. For purposes of this Agreement, gross
revenues shall be deemed to include only recurring revenues. Development fees
and any other such non-recurring fees or revenues shall be excluded from the
calculation of commissions hereunder. NetDox shall have reasonable access during
normal business hours to all invoices and payment records relating to the Xxxxx
Contract.
2. This Agreement may not be changed, modified, discharged or
terminated orally or in any manner, other than by an agreement in writing signed
by the parties hereto or their respective successors and assigns.
3. If any provision of this Agreement is invalid, illegal or
unenforceable, such provision shall be ineffective to the extent, but only to
the extent of, such invalidity, illegality or unenforceability, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.
4. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns. This
Agreement shall be governed by and construed in accordance with the internal
substantive laws of the State of Delaware without giving
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effect to conflict of laws principles thereof, except if it is necessary in any
other jurisdiction to have the law of such other jurisdiction govern this
Agreement with respect to such matter.
5. This Agreement may be executed in several counterparts, each of
which shall be deemed an original and all of which shall together constitute one
and the same instruments. Signatures to this Agreement may be transmitted by
facsimile and to the extent so transmitted shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
XXXXX.XXX, INC.,
a Delaware corporation
By:
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Xxxxxxx Xxxx
Chief Executive Officer
NETDOX, INC.,
a Delaware corporation
By:
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Xxxx Xxxxxx
President
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