EXHIBIT 10.12
STANDARD GTEC REPRESENTATION AGREEMENT 2003-2004
REPRESENTATION AGREEMENT
This Representation Agreement is entered into this ____ day of ____________,
between the following parties:
CLIENT INFORMATION
GENESIS TECHNOLOGY GROUP, INC. ("GTEC"), a US public corporation trading on
Nasdaq, maintains offices in China, Germany and the United States. GTEC has
created a family of technology and service related entities, via acquisitions,
partnerships and joint ventures, with specific focus on the emerging markets in
the Pacific Rim. As the first US-based Trust Member of the Shanghai United
Equity & Assets Exchange (SUAEE), GTEC forges partnerships and alliances between
foreign and Chinese companies, transfers technologies bilaterally, and sources
funding from both Western and Chinese sources. (For reference, visit
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RECITALS
WHEREAS, GTEC has a strong network in Greater China and can assist CLIENT in
business development by assisting in exporting its product line, sourcing
funding, licensees, clients, contracts, channel and manufacturing partners and
other business opportunities (hereinafter collectively referred to as
"Opportunities") for CLIENT; and
WHEREAS, CLIENT's business strategy is to expand its market penetration into the
People's Republic of China and possibly locate a joint venture partner for
distribution and/or manufacturing. CLIENT has previously ventured into China to
explore business opportunities, and Genesis is fully capable, through its
Shanghai and Beijing offices, to capitalize on that experience.
NOW THEREFORE, in consideration of these premises, the parties agree as follows:
1. Objective and Nature of Representation Agreement
GTEC shall represent CLIENT exclusively in its area of industry-related
Opportunities in Greater China. Under no circumstances, during the term
of this contract, shall GTEC represent a competitor of CLIENT, without
the expressed, written approval of CLIENT.
CLIENT is not restricted in using other consulting or representatives
in its normal course of business. However, CLIENT shall not distribute
to others information about Opportunities submitted by GTEC, without
the expressed, written permission of GTEC.
2. Scope of Representation
GTEC shall source and submit to CLIENT Opportunities on a frequent
basis. These Opportunities will be in the areas of business interests
of CLIENT. In each case, GTEC shall introduce the principals and
decision makers to CLIENT, and represent CLIENT's interest in every
case from introduction to negotiations to contract completion to
implementation, as long as GTEC is retained by CLIENT as its
representative.
3. Obligations of the Parties
a) For a period twelve (12) months, from _______________ to
______________, CLIENT shall retain the services of GTEC, as
representative, consultant, and negotiator for securing business
Opportunities. Through discussions already
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STANDARD GTEC REPRESENTATION AGREEMENT 2003-2004
completed, GTEC has designated individuals who can play a role in
achieving success for CLIENT in China; these and other parties will
contribute to identified Opportunities, while benefiting from the
rewards of this Agreement, without additional obligation by CLIENT.
The project manager, both in the U.S. and China, shall be Ms. Xun
▇▇▇ ▇▇▇▇▇▇▇▇, GTEC Director of Business Development.
b) GTEC shall receive from CLIENT a monthly retainer of Five Thousand
Dollars (USD 5,000.00), payable by the 5th day of each month, the
first payment being due upon the execution of this Agreement.
c) In addition, GTEC shall receive from CLIENT an amount equivalent to
five percent (5%) of the cash flow from any Opportunities sourced by
GTEC.
d) If GTEC develops CLIENT's alliance with STSE or other qualified
sources, GTEC could create joint ventures and other similar entities
in which CLIENT owns an equity interest. In each case, GTEC shall
receive an interest in each entity equal to fifteen percent (15%) of
CLIENT's ownership. In the event that GTEC can negotiate with the
Chinese side to obtain an equity interest, then it shall reduce
CLIENT's equity contribution to GTEC.
e) Whether GTEC is retained beyond the initial 12 month period or not,
success fees shall be due within 10 days of CLIENT receiving such
revenues or fees from Opportunities sourced, at any time in the
future.
f) Both GTEC and CLIENT shall share with each other all communications
between sourced contacts related to Opportunities, in a timely
manner. Such communications made be by email, facsimile copies, or
U.S. Postal Service, but timeliness is the key factor.
g) GTEC is responsible for its own expenses related to securing
Opportunities for CLIENT, except those expenses, which are approved
in advance and in writing by CLIENT. CLIENT request a full
accounting of GTEC expenses as it relates to CLIENT projects. CLIENT
request review of projected expenses
4. Liabilities of the Parties
CLIENT and GTEC are responsible for their own activities, conduct, and
business enterprises. Neither may obligate the other nor speak on the
other's behalf. When any expenses or penalties are borne by either
Company, then it is the sole responsibility of that party to bear such
liabilities.
5. Confidentiality
All information exchanged between parties shall be considered
confidential and not to be shared nor publicized, without the
expressed, written permission of the other party. CLIENT may not
contact sources derived from the Opportunities introduced by GTEC in
Greater China, without the expressed, written permission of GTEC.
6. Force Majeure
A party to this Agreement shall not be liable for a failure to perform
any of its obligations under this Agreement insofar as such party
proves (a) that the failure was due to an impediment beyond control of
such party (including delivery stoppage of primary products, strike,
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STANDARD GTEC REPRESENTATION AGREEMENT 2003-2004
lockout, other labor disputes, acts of war or terrorism, acts of God or
nature and other interruptions of the company's operation); (b) that
such party could not reasonably be expected to have avoided or overcome
such impediment; and (c) that unanticipated changes of law or
conditions in the global business environment create obstructions and
difficulties beyond the control of parties to this Agreement.
7. Written Form
This Agreement constitutes the entire agreement and understanding
between the parties hereto and supersedes all prior communication,
agreements, arrangements, representations, or warranties (whether oral
or written) pertaining to the subject of this Agreement. Any
modification or amendment of this Agreement shall be in writing. This
also applies to any change of this provision.
8. Notices
All notices and other communication hereunder shall be given in writing
to the addresses and representatives as follows:
For GTEC: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CEO, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇ ▇▇▇▇▇ ▇▇▇.
For CLIENT:
9. Applicable law
This Agreement shall be governed by the laws of the State of Florida,
United States of America.
10. Dispute Resolution; Arbitration
All disputes arising out of or relating to this Agreement shall be
settled under the Rules of Conciliation and Arbitration of the
International Chamber of Commerce by one or more arbitrators appointed
in accordance with the said Rules.
Should it become necessary to enforce this Agreement by litigation, the
venue shall be Palm Beach County, Florida. The prevailing party shall
be entitled to reasonable attorney fees and court costs.
IN WITNESS THEREOF, the parties have caused this Agreement to be signed, in
duplicate, by their duly authorized representatives.
FOR CLIENT FOR GENESIS TECHNOLOGY GROUP, INC.
Signature: Signature:
Name: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Title: CEO
Date: Date:
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