Exhibit 10.53
REMITTANCE AGREEMENT
This Remittance agreement (this "Agreement") is made as of August 8, 2001
between Wareforce, Inc. ("Wareforce") and IMPRES Technology Solutions
("IMPRES").
Recitals:
A. Wareforce has sold merchandise to customers currently doing business with
IMPRES and as of 7/31/01, the accounts receivable from such customers due to
Wareforce was approximately $3.8 million. An accounts receivable aging reports
is attached as exhibit "A". IMPRES agrees that all payments on such accounts
receivable in exhibit "A" are the property of Wareforce.
B. Customers from time to time maybe making Wareforce's payments to ▇▇▇▇▇▇ Micro
Financial Services ("IFSC"), the agent for IMPRES. IFSC is subsequently
remitting such payments to IMPRES.
C. IMPRES wishes to have such customers properly remit Wareforce's payments to
the Wareforce Lockbox account at Bank One (the "Lockbox"). For those payments
made to IMPRES in error, IMPRES wishes to remit a check for such payments to
Wareforce's lockbox.
D. Wareforce and IMPRES realize that each may receive payments on account of
accounts receivable owned by the other party and wish to establish a procedure
for remitting such amounts.
Agreement:
1. Remittance by IMPRES. If IFSC receives any funds in payment of accounts
receivable belonging to Wareforce, they will, in the ordinary course of
business, remit such payments to IMPRES. IMPRES will then, within five (5)
business days, remit, along with complete detail of such payments, to
Wareforce's lockbox. Such remittance will be made by an IMPRES check deposited
directly into the lockbox.
2. Remittance by Wareforce. If Wareforce receives any funds in payment of
accounts receivable belonging to IMPRES, they will then, within five (5)
business days, remit, along with complete detail of such payments to IMPRES in
accordance with IMPRES' instructions.
3. Access to Records. Both parties agree to give each other access to its daily
reports of receipts. Additionally, IMPRES agrees to give Wareforce complete
access to remittance detail as supplied by IFSC when payment is made which is
approximately every 10 days. Wareforce agrees to continue to provide IMPRES
"read only" access to its Cove system. All such access to
each others records will continue until the amount outstanding owed to
Wareforce by current IMPRES customers goes below $50,000 or for six months,
whichever comes first.
4. Reconciliation. Wareforce and IMPRES shall each, upon request of the other,
provide the other with a reconciliation showing the amounts received and amounts
remitted with respect to accounts receivable owned by Wareforce, in the case of
IMPRES, or IMPRES, in the case of Wareforce.
5. Amendment. No Amendment or waiver of this Agreement shall be effective unless
in writing signed by each party hereto.
6. MUTUAL WAIVER OF RIGHT TO JURY TRIAL. EACH OF THE PARTIES HERETO WAIVES ANY
RIGHT TO TRIAL OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER
THIS AGREEMENT OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE TRANSACTIONS
RELATED HERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEARAFTER ARISING, AND
WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.
7. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which together shall constitute one
agreement.
8. Headings. The headings contained in this agreement are for convenience only.
They shall not affect the interpretation of this Agreement.
9. Attorneys' Fees; Etc. In any suit or action brought to enforce this Agreement
or to obtain an adjudication (declaratory or otherwise) of rights or obligations
hereunder, the losing party shall pay to the prevailing party reasonable
attorneys' fees and other costs and expenses incurred by the prevailing party.
10. Entire Agreement. This Agreement constitutes the entire agreement between
the parties regarding the subject matter hereof. This agreement supercedes all
prior and contemporaneous agreements between the parties with respect to the
subject matter hereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
respective duly authorized officers, as of the date first above written.
Wareforce, Inc.
By: /s/ ▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇
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Title: CFO
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IMPRES Technology Solutions:
By: /s/ ▇▇▇▇▇▇▇ ▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇
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Title: President
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