DISTRIBUTOR AGREEMENT This Agreement (“Agreement”) effective as of April 2, 2007 (“Effective Date”) BETWEEN: Global Roaming Inc. (“CelTrek”) a duly formed Nevada corporation with principal address of and DISTRIBUTOR NAME (“Distributor”) FreeCom LLC. a...
Exhibit
10.2
This
Agreement (“Agreement”) effective as of April 2, 2007
(“Effective Date”)
BETWEEN:
Global
Roaming Inc. (“CelTrek”)
a
duly
formed Nevada corporation with principal address of
▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇
and
DISTRIBUTOR
NAME (“Distributor”)
FreeCom
LLC. a duly formed Florida corporation with principal address of,
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▇▇▇▇ ▇▇▇▇▇▇.▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇
RECITALS
WHEREAS
Distributor is in the business, inter alia, of distributing
telecommunication services and products; and
WHEREAS
CelTrek is a Mobile Virtual Network Operator (MVN) providing a GSM
mobile local and international roaming service; and
WHEREAS
CelTrek desires to grant certain exclusive distribution rights for
the
sale of CelTrek GSM prepaid phone cards, and Distributor desires to obtain
said
rights from CelTrek under the terms and conditions set forth in this
Agreement.
Now
therefore this Agreement witnesses that in consideration
of the premises, mutual covenants and agreements herein and other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the
parties agree as follows:
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7
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DEFINITIONS
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“Commissions”
shall be as defined in Section 6.
“Gross
Receipts” shall mean all monies actually received by the Distributor throughout
the Territory during the Term and shall include all sub-agent and
sub-distributor fees, any such sub-agent and fees.
“Net
Reciepts” shall mean Gross Receipts less any duties, credits for discounts,
refunds, replacements and returns.
“Product”
shall mean the CelTrek GSM SIM Card, the CelTrek prepaid GSM service which
requires the CelTrek GSM card and other CelTrek Services as specified in
Schedule B.
“CelTrek
GSM SIM Card” a GSM smartcard chip required to be inserted to a TRI BAND
unlocked GSM phone to use the CelTrek Prepaid GSM service.
Trademarks. "Trademarks"
shall mean any trademarks, service marks or tradenames of CelTrek associated
with the Product or as designated by CelTrek.
Territory.
"Territory" shall be as defined in Section 3
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8
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GRANT
OF DISTRIBUTION RIGHTS:
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1
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8.1
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CelTrek
grants to the Distributor exclusive right, license and privilege
to
distribute the Product throughout their website
▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and through any license or sub distributor’s
website authorized by Distributor and through any website of or affiliated
with CelTrek, including ▇▇▇▇▇▇▇.▇▇▇ and any other worldwide website
distributing the Product now or hereafter operating .for the applicable
Term, as defined hereunder expect for CelTrek’s distributors or affiliate
agents in place prior date of this Agreement. For those CelTrek will
share
equally commission with the
Distributor
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8.2
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In
addition Distributor shall have the non-exclusive right to distribute
the
Product worldwide.
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8.3
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All
orders through CelTrek’s website or through anyone on the
internet shall be deemed Distributor orders with Distributor entitled
to a
commission thereon as setforth
herein.
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2.3
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The
parties agree that all orders from any website worldwide (whether
controlled by CelTrek, Distributor or a third person)and whether
supplied
or processed by CelTrek, Freecom, or any other person, shall be deemed
sales by Distributor and a commission shall be paid on
them.
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9
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TERM
AND TERRITORY
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9.1
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The
Term of this Agreement shall be 5 years commencing on the Effective
Date
of payment of $250.000 by certified check unless sooner terminated
in
accordance with this Agreement and upon the expiry of the Term the
contract shall automatically renew without further documentation
or
agreements being necessary for successive terms of the same
duration.
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9.2
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The
Territory of this Agreement shall be web
worldwide.
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9.3
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The
Distributor will pay $250.000 ( two hundred fifty thousand dollars)
to
CelTrek- Global Roaming Inc. to acquire exclusive right,
license, and privilege to distribute the Product CelTrek GSM SIM
card as
set forth above.
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10
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DISTRIBUTOR
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10.1
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The
Distributor agrees to use commercially reasonable efforts consistent
with
industry standards to distribute the
Product.
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10.2
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Comply
with the highest ethical standards when performing under this Agreement.
Distributor agrees that in such performance, it will not directly
or
indirectly pay, offer or authorize payment of anything of value (either
in
the form of compensation, gift, contribution or otherwise) to any
person
or organization contrary to applicable law including the laws of
the
United States (such as the Foreign Corrupt Practices Act) and the
laws of
the country in which the Distributor provides services under this
Agreement.
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10.3
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CelTrek
shall be responsible for customer service support to any purchaser
to
which Distributor sold CelTrek
Product.
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11
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RELATIONSHIP
BETWEEN CELTREK AND
DISTRIBUTOR
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11.1
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Distributor
is not an agent, employee or legal representative of CelTrek, but
an
independent contractor. Distributor does not have any authority to
assume
or create any obligation or responsibility on behalf of CelTrek or
bind
CelTrek in any manner whatsoever. The relationship between CelTrek
and
Distributor is that of vendor and
vendee.
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11.2
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Nothing
contained in this Agreement shall be construed to make the Distributor
the
agent for CelTrek for any purpose, and neither party hereto shall
have any
right whatsoever to incur any liabilities or obligations on behalf
or
binding upon the other party. The Distributor specifically agrees
that it
shall have no power or authority to represent CelTrek in any manner;
that
it will solicit orders for products as an independent contractor
in
accordance with the terms of this Agreement; and that it will not
at any
time represent the CelTrek in any manner; that it will solicit orders
for
products as an independent contractor in accordance with the terms
of this
Agreement; and that it will not at any time represent orally or in
writing
to any person or corporation or other business entity that it has
any
right, power or authority not expressly granted by this
Agreement.
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2
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12
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DISTRIBUTOR’S
COMMISSION
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12.1
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Distributor
shall be entitled Commission as specified in ANNEX
A.
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12.2
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For
clarity, such Commission shall be inclusive of any sub distribution
or sub
agency fees.
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12.3
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The
commission will be paid in United States Dollars or in such other
currency
agreed to by the parties in writing and in conformity with any
applicable
regulations.
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12.4
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AfterTermination
of this Agreement for any reason, Distributor shall not receive
commissions for any customer which purchased the Product under the
terms
of this Agreement during the term of this
Agreement.
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13
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RECORDS
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13.1
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Distributor
shall maintain in the State or Country of his registered address
proper
books and records (“Reports”) in relation to the matters set out in this
Agreement and in accordance with generally accepted accounting
principles. For the purpose of verifying the accuracy of the
Reports and the remittance of Net Receipts, CelTrek or its authorized
agent shall be entitled, during normal business hours and upon 48
hours
prior notice, to examine at its own expense such books and records,
and
may at any time and at its own expense require an audit of such books
and
records.
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7.2
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Distributor
shall pay all hardware to CelTrek on C.O.D. F.O.B. Aventura as described
in Annex A. Air-time shall be collected by Distributor through their
website. Distributor shall pay Air Time on the 30th
of each
montjh of consumed Air-time only. Payment shall be received no later
than
5th
of
the following month.
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14
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PROPRIETARY
RIGHTS
CelTrek
expressly prohibits any direct or indirect use, reference to, or
other
employment of its name, Trademarks, or trade name exclusively licensed
to
CelTrek, except as specified in this Agreement or as expressly authorized
by CelTrek in writing. All advertising and other promotional material
will
be submitted to CelTrek at least two weeks in advance and will only
be
used if CelTrek consents thereto in writing, which consent shall
not be
unreasonably withheld. CelTrek hereby authorizes and requires
Distributor's use of the CelTrek's insignia or lettering which will
be on
the products at the time of the delivery. CelTrek hereby authorizes
the
Distributor's use of the legend set forth below. The CelTrek shall
submit
to the Distributor in writing full particulars prior to any use of
the
authorized legends, on stationery, invoices, promotion material or
otherwise, and shall not proceed with such use unless and until the
CelTrek's written approval shall have been
received.
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14.1
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Authorized
legend shall be the following:
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“Authorized
CelTrek Distributor”
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14.2
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If
the authorized legend is used on any stationery, invoices, promotion
material or otherwise by Distributor, Distributor will, on termination
of
this Agreement, or upon request of CelTrek, discontinue the use of
such
legend on any stationery, invoices, promotion material or otherwise
and
thereafter will not use, either directly or indirectly in connection
with
its business, such legend or any other names, titles of expressions
so
nearly resembling the same as would likely lead to confusion or
uncertainty, or to deceive the
public.
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15
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DELIVERY
OF CELTREK GSM SIM CARDS
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3
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15.1
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Distributor
shall order CelTrek GSM SIM Card by written notice to CelTrek. Each
order
shall specify the number of units to be shipped, the type of units
to be
shipped (as identified by CelTrek model number designations indicated
in
Schedule A) and the desired method of shipment. CelTrek shall indicate
its
acceptance of such release by returning a signed copy to
Distributor.
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15.2
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CelTrek
agrees to ship units to Distributor as close as possible to the delivery
schedule set forth in each order as accepted by CelTrek, unless CelTrek
otherwise indicates in writing. CelTrek shall not be required to
honor any
release which: (a) specifies a shipping date earlier than CelTrek's
then
current delivery schedule for the date such release is received by
CelTrek
and/or (b) specifies a quantity to be delivered in any one month
within
the current delivery schedule which is greater than one hundred percent
(100%) of the total quantity shipped in the preceding sixty (60)
day
period.
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15.3
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All
shipments of CelTrek SIM Card shall be made FOB at CelTrek Shipping
location and liability for loss or damage in transit, or thereafter,
shall
pass to Distributor upon CelTrek's delivery of CelTrek SIM Card to
a
common carrier for shipment. Shipping dates are approximate and are
based,
to a great extent, on prompt receipt by CelTrek of all necessary
ordering
information from Distributor. Distributor shall bear all costs of
transportation and insurance and will promptly reimburse CelTrek
if
CelTrek prepays or otherwise pays for such
expenses.
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16
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NONDISCLOSURE
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All
information transferred or otherwise revealed to Distributor by CelTrek under
this Agreement, including but not limited to, engineering information,
manufacturing information, technology, know-how and price books or lists, will
at all times remain CelTrek's property. Distributor shall at all times hold
such
information confidential and shall not disclose any such information if not
otherwise within the public domain. Upon any termination of this Agreement,
or
as CelTrek directs from time to time, Distributor shall promptly return all
such
information to CelTrek, together with any copies or reproductions thereof.
Distributor's obligations under this section shall survive any termination
of
the Agreement.
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17
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TERMINATION
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17.1
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If
the Distributor or CelTrek ceases to function as a going concern
or makes
an assignment for the benefit of creditors; upon a petition in bankruptcy
is filed by or against the Distributor, resulting in an adjudication
of
bankruptcy; or, upon the Distributor failing to pay its debts as
they
become due and provided due notice has been given by the CelTrek
to the
Distributor and the Distributor has not cured such breach within
thirty
(30) days thereof.
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17.2
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Upon
termination of this Agreement all further rights and obligations
of the
parties shall cease, except that Distributor and CelTrek shall not
be
relieved of (i) its obligation to pay any monies due, or to become
due, as
of or after the date of termination, and (ii) any other obligation
set
forth in this Agreement which is to take effect after the date of
termination.
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18
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NOTICE
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Any
notice required or permitted to be given hereunder shall be in writing and
shall
be deemed given (i) when delivered personally to any officer of the party being
notified; or (ii) on the third business day after being sent by registered
or
certified mail, postage prepaid, facsimile telecopy, addressed as
follows:
To
CelTrek:
Global
Roaming Inc. (“CelTrek”)
Attention
to the Director, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
To
Distributor:
FreeCom
LLC c/o Adv. ▇▇▇▇▇▇▇
Address:
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇
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19
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DISPUTES
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All
disputes arising out of or in connection with the present contract shall be
finally settled under the Rules of Arbitration of the International Chamber
of
Commerce by one or more arbitrators appointed in accordance with the said
Rules.
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20
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FORCE
MAJEURE
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4
CelTrek
shall not be in default by reason of any failure in its performance under this
Agreement if such failure results from, whether directly or indirectly, fire,
explosion, strike, freight embargo, Act of God or of the public enemy, war,
civil disturbance, act of any government, de jure or de facto, or agency or
official thereof, material or labor shortage, transportation contingencies,
unusually severe weather, default of any other manufacturer or a supplier or
subcontractor, quarantine, restriction, epidemic, or catastrophe, lack of timely
instructions or essential information from Distributor, or otherwise arisen
out
of causes beyond the control of CelTrek. Nor shall CelTrek at any time be liable
for any incidental, special or consequential damages.
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21
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MODIFICATION
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This
Agreement may not be modified except by amendment reduced to writing and signed
by both CelTrek and Distributor. No waiver of this Agreement shall be construed
as a continuing waiver or consent to any subsequent breach thereof.
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22
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SEVERABILITY
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In
the
event any portion of this Agreement is deemed to be invalid or unenforceable,
such portion shall be deemed severed and the parties agree that the remaining
portions of this Agreement shall remain in full force and effect.
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23
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ASSIGNMENT
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Neither
party may assign or otherwise transfer this Agreement without the written
consent of the other party. This Agreement shall ensure to the benefit of and
bind the parties hereto and their respective legal representatives, successors
and assigns.
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17.1
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In
case both parties decide not to renew the Agreement as per Article
3.1
CelTrek and the Distributor shall define terms and conditions of
transfer
of clientele ownership. Market value shall be define in accordance
with
both parties.
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24
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WARRANTIES
AND COVENTS
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18.1 Warranty
Description. CelTrek warrants that:
Provide
to the distributor all software bug fixes, software patches and software
work-arounds which CelTrek publishes from time to time in relation to the System
or any part thereof (the “Updates”).
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18.2
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Distributor
and CelTrek shall maintain and keep their website updated. Distributor
shall bare all costs associated with their website. All orders on
through
its website or on the internet shall be deemed Distributor orders
with
Distributor entitled to a commission thereon as setforth
herein
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18.3
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Limitation
on Warranties. The warranty in Article 7.1.3 and
7.1.4 above does not include any kind of malfunction resulting from
improper storage, installation, testing, operation or maintenance
unless
performed in accordance with CelTrek's instructions, or neglect,
accident,
fire, lightning, power or air conditioning failure or other hazard,
unreasonable use, or servicing or modification of the System or part
thereof by anyone other than CelTrek or an organization certified
by
CelTrek.
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All
services and equipment not under warranties of CelTrekU shall be given at an
additional cost or as agreed upon between the parties.
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18.4
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Survival
of Warranties. The provisions of this Article 18
shall survive the expiry or any termination of this Agreement for
any
cause under the sole condition and as long as the Distributor shall
pay
all due costs and payments due to CelTrek under this agreement and
its
exhibits.
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18.5
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THE
WARRANTIES PROVIDED IN THIS ARTICLE 18 CONSTITUTE CelTrek'S SOLE
AND
EXCLUSIVE LIABILITY FOR DEFECTIVE OR NONCONFORMING EQUIPMENT, SOFTWARE
AND
SERVICES AND SHALL CONSTITUTE THE SOLE WARRANTY PROVIDED BY
CelTrek. THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES
EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
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5
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25
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FRAUD
AND SUSPENSION OF SERVICE
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19.1
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The
Distributor may suspend and instruct CelTrek to suspend services
to its
customers in any case of suspected fraudulent or unauthorized
use.
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In
any
case of fraud or any illegal use The Distributor shall bear all costs
arising from that use of the CelTrek system and services rendered including
and
not limited to payment of considerations due to
CelTrek.
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19.2
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Any
Liability for damage, loss or use of SIM cards, and especially
any
fraudulent use thereof, shall be the Distributot's. The
Distributor shall bear and pay all costs and consideration due
to CelTrek
in such case.
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19.3
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None
of the above shall impose or be interpreted as imposing any responsibility
or liability on CelTrek to monitor or detect illegal activities
and fraudulent acts by the Distributore, it's customers or anyone
on his behalf.
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19.4
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CelTrek
may suspend Services to particular customers in the following
events:
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19.4.1
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Customers
using illegal or defective
equipment;
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19.4.2
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Customers
causing technical or other problems on the CelTrek system or on the
system
of a GSM operator in any Country of
Service;
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19.4.3
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Inability
to authenticate Customer’s
subscription;
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19.4.4
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Suspension
of service by any GSM operator in any Country of
Service;
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19.4.5
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Suspension
of service or failure of the facilities of any other third party,
including international and domestic carriers or GSM
operators.
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19.4.6
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In
any case of suspension of services to CelTrek's
customers
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19.5
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Notwithstanding
the above, the CelTrek shall, to the extent possible, notify
the DIstributor in advance of any suspension of Services with
respect to which it receives advance notice and coordinate with the
Distributor the steps which should be taken in order to
minimize the effect of such suspension on the
Services.
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19.6
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All
such suspension of services shall be deemed as "force major" as defined
in
this Agreement shall apply.
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26
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INDEMNITIES
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20.1
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Each
party hereby indemnifies the other party and shall save the other
party
harmless from and against injuries, loss and/or damage to the other
party's employees and/or its tangible personal property and/or to
the
person or tangible personal property of third parties to the extent
caused
by the willful or negligent acts or omissions of that party or any
breach
of this Agreement.
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20.2
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NEITHER
CelTrek NOR THE DISTRIBUTOR BE LIABLE
FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (HOWEVER
ARISING), INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT, LOSS OF
USE, LOSS
OF REVENUES OR DAMAGES TO BUSINESS OR REPUTATION ARISING FROM THE
PERFORMANCE OR NON-PERFORMANCE OF ANY ASPECT OF THIS AGREEMENT WHETHER
OR
NOT CelTrek OR THE DISTRIBUTOR SHALL HAVE BEEN MADE AWARE OF THE
POSSIBILITY OF SUCH LOSS.
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Should
the performance of this Agreement or any obligation under it be prevented
or
restricted or interfered with by reason of circumstances beyond the control
of
the parties (including, but not limited to, legislative restrictions), the
party
so effected upon giving prompt notice to the other party shall be excused from
performance to the extent of the prevention, restriction, or interference but
said party shall use its best efforts to avoid or remove such causes of
non-performance under this Agreement.
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27
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LIMITATIONS
OF LIABILITY
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No
claims
of any kind, whether as to materials delivered or for no delivery of materials
from CelTrek, and whether arising in tort or contract, shall be greater in
amount than the purchase price of the Product in respect of which such damages
are claimed; and the failure to give notice of the claim to CelTrek where the
order was placed within sixty (60) calendar days from the date fixed for
delivery shall constitute a waiver by Distributor of all claims in respect
of
such Products. In no event shall CelTrek be liable for special, indirect or
consequential damages.
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28
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GOVERNING
LAW
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This
Agreement shall be governed by and construed in accordance with the laws of
the
country of USA in the state or province of Florida.
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29
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BINDING
EFFECT.
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This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, legal or personal representatives, successors and
assigns.
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30
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ENTIRE
AGREEMENT
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This
Agreement, including the recitals and Schedules, sets forth the entire agreement
between the parties with respect to the subject matter hereof and the Agreement
shall be amended only by a writing signed by the parties.
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31
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COUNTERPARTS
|
This
Agreement may be executed in counterparts in the same form and such parts so
executed shall together form one original document and be read and construed
as
if one copy of the Agreement had been executed.
26 GENERAL
PROVISIONS
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26.1
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Publicity. Distributor
may not use the name of the CelTrek in any advertising, publicity,
promotional literature, brochures, sales aids or marketing tools
without
the prior written consent
ofCelTrek.
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26.2
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Notices. All
notices and requests required or authorized hereunder, shall, except
where
specifically provided otherwise, be given either in writing by personal
delivery or sent by registered mail, addressed to the party
intended at its address in the caption, or by cable
or facsimile. Notice shall be effective as of the date of
delivery in the case of personal delivery or the date of the cable
or
facsimile transmission, or the date upon which it is deposited for
registered mail delivery, addressed to the party intended at its
address
in the caption
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26.3
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Integration. This
Agreement (with the Exhibits referred to herein) sets forth the entire
agreement between the parties on the subject hereof and supersedes
any
previous oral or written agreement, understanding, memorandum, letter
of
intent or representation on the subject matter hereof. This
Agreement may be amended only by a writing signed by the duly empowered
representatives of the parties.
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26.4
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Severance. If
any one or more of the terms of this Agreement shall for any reason
be
held to be invalid or unenforceable, such term shall be construed
in a
manner to enable it to be enforced to the extent compatible with
applicable law. Any determination of the invalidity or unenforceability
of
any provision of the Agreement shall not affect the remaining provisions
hereof unless the business purpose of this Agreement is substantially
frustrated thereby.
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26.5 This
Agreement shall be binding on the parties and their successors.
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26.6
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No
Waiver. Any failure by either party to enforce any
provision of this Agreement on one occasion shall in no way constitute
a
waiver or affect its right to require the performance thereof by
the other
party nor affect the validity of such provision or any other provision
of
this Agreement, except when this Agreement expressly provides
otherwise.
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26.7
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Relationship
of Parties. The relationship of the parties is that of
service provider and customer only. This Agreement is not
intended by the parties to constitute or create a joint venture,
pooling
arrangement, partnership, agency or formal business organization
of any
kind. CelTrek and the Distributor shall be independent
contractors with each other for all purposes at all times and no
party
shall act as or hold itself out as agent for the other, unless so
designated in a separate agreement signed by the principal, nor shall
any
party create or attempt to create liabilities for the other party
or
parties. None of the parties shall bind or attempt to bind any
other party to any agreement or to the performance of any obligation,
nor
shall any party represent that it has the right to enter into any
undertaking on behalf of the other.
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7
IN
WITNESS WHEREOF the parties hereto have executed this Agreement
effective
this 2nd day of
April, 2007.
| Global Roaming Inc. | FreeCom LLC. | |||
|
/s/
▇▇▇▇▇
▇▇▇▇▇▇▇
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/s/
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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|||
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Signature
|
Signature
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| Witness: | Witness: |
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/s/
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/s/
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Signature
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Signature
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8
ANNEX
A
Prices
& Commissions
| CelTrek SIM card | $20.00 | ||
| Discount price on Air Credit Time on Public Price20.00% | |||
| Discount Price On Pre Paid Pin card ( Air time price ) | 20.00% | ||
| (Card’s price has a ▇▇▇▇ Up of 10 % for the Store commission) | |||
9
SCHEDULE
A
Other
CelTrek Services and Fees
|
Service
Description
|
Fee
|
|
Set-up
expenses for a Special Language ( Web site and IVR )
|
One
time fee of ▇▇▇▇▇▇
|
|
▇▇▇▇
▇▇▇▇▇▇ ▇▇/▇/▇▇▇ ▇▇, ▇▇
|
Include
|
10
ADDENDUM
TO AGREEMENT BETWEEN EREECOM
AND
CELTREK
FreeCom
will be initiating an advertising campaign in several airline flight magazines
beginning approximately in July, 2007. The purpose of these ads will be to
promote and sell the CeTrek SIM, airtime for the SIM, and GSM phones. The
purpose of this addendum is to set forth how proceeds from sales generated
by
this campaign should be divided. It is the intent of both parties to
work out a system to determine which new customers come to CelTrek as a result
of FreeCom’s efforts.
Divisionproceeds:
The
only
deduction taken from “gross sales” to determine “net” proceeds from sales, will
be the 2.13 % discount on Visa and MasterCard sales and the 3.10 % on American
Express sales. CelTrek will pay the transaction fee which varies from 17
to 21
cents on each sale.
|
|
•
|
On
sales of SIM cards, proceeds shall be divided as
follows:
|
|
|
.
|
CelTrek
shall keep the first $20; anything obtained above that from the
net
sale shall go to FreeCom.
|
|
|
•
|
On
sales of airtime, FrecCom shall receive 20 % of net
sales.
|
|
|
•
|
On
sales of phones, CelTrek will receive $82 from the sale of each
phone;
FreeCom shall receive the balance of the net
sale.
|
CelTrek
shall give an accounting together with a check to FreeCom for their share
of the
proceeds every Tuesday. That accounting will cover the time period of the
preceding Sunday through Saturday. (This will allow CelTrek two days to prepare
the accounting.)
Any
void,
reversed, or charge backs will be deducted when the next accounting period
occurs.
This
addendum will be effective once FreeCom will contract the In-Flight magazines
campaign starting on May 22nd 2007.
CelTrek
will provide an accounting balance of commission to be paid from April 2nd 2007
to May
21st 2007.
This
commission will be based on 20% NET of all air time purchased through
▇▇▇.▇▇▇▇▇▇▇.▇▇▇ during this period.
| Miami, May 22 2007 | ||||
| For CelTrek: | For FreeCom LLC: | |||
|
/s/
▇▇▇▇▇
▇▇▇▇▇▇▇,
|
/s/
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
|
|||
|
▇▇▇▇▇
▇▇▇▇▇▇▇
|
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
|
|||
|
CEO/President
|
President
|
|||
| Global Roaming Inc/ CelTrek |
11