DEALER SALES AGREEMENT
BETWEEN
ALL COMMUNICATIONS AND SPRINT NORTH SUPPLY
This Agreement made and entered into this 10th day of March 1997 by and
between Sprint North Supply, an Ohio corporation, with its principal office
located at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, hereinafter referred to
as "North" and ALL COMMUNICATIONS" with its principal offices located at ▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ hereinafter referred to as All Communications
(Reseller)". In consideration of the mutual promises and conditions contained
herein, the parties agree as follows:
1. APPOINTMENT
North appoints ALL COMMUNICATIONS (Reseller) as a non-exclusive,
authorized dealer for the sale of SONY (Manufacturer) products set forth in
Exhibit (A) and ALL COMMUNICATIONS (Reseller) accepts such appointment and
agrees to purchase SONY (Manufacturer) Products as set forth in Exhibit (A) and
under the terms of this Agreement.
2. TERM OF AGREEMENT
This Agreement shall extend from the date written above until
terminated pursuant to paragraph 13.
3. ALL COMMUNICATIONS (RESELLER) OBLIGATIONS
At the acceptance of the appointment hereunder, ALL COMMUNICATIONS
(Reseller) agrees to:
A. Make best efforts to purchase and take delivery of $225K of SONY
(Manufacturer) Product as outlined in Exhibit (B) (price list) and Exhibit (C)
(overview).
B. Meet North Supply credit requirements and payment terms. See Exhibit
(D) (credit application).
C. Purchase SONY (Manufacturer) Products only from North Supply.
D. Purchase Demonstration equipment deemed necessary by North and SONY
(Manufacturer) to promote and exhibit SONY's (Manufacturer) Products is
identified and priced in Exhibit (C).
E. Allow North to utilize the name of ALL COMMUNICATIONS (Reseller) in
periodic advertising campaigns.
F. Product Training for Sales/Technical Staff is required. Product
training requirements are set forth in Exhibit (E).
G. First Level support for SONY (Manufacturer) Product and installation
will be provided by ALL COMMUNICATIONS (Reseller) to the end-user or the
business purchasing the Product from ALL COMMUNICATIONS (Reseller).
4. NORTH SUPPLY OBLIGATIONS
North agrees to provide ALL COMMUNICATIONS (Reseller):
A. North will use its best efforts in providing ALL COMMUNICATIONS
(Reseller) availability and timely delivery of Product.
B. Product sales literature and/or tools will be provided in line with
SONY's (Manufacturer) literature policy.
C. Technical updates on an "as needed" basis by a Notice to ALL
COMMUNICATIONS (Reseller).
D. Price change notification.
E. Telephone technical support for ALL COMMUNICATIONS (Reseller) of the
Product during normal work hours. An 800 number will be provided.
F. Outside and inside sales support.
5. USE OF NAME AND TRADEMARKS
Use of the SONY (Manufacturer) name and logo Exhibit (A) is limited to
the exact treatment shown in Exhibit (A) and as outlined in the Logo Guidelines
section of the advertising support materials of your Reseller package. Any other
use or treatment without the express written consent of SONY (Manufacturer) is
strictly prohibited.
6. PRICING
North will extend pricing to ALL COMMUNICATIONS (Reseller) as outlined
in Exhibits (B) and (C). Performance will be reviewed and pricing may be
adjusted on a quarterly basis based on the prior quarter's activities.
7. WARRANTY AND LIMITATION OF LIABILITY
North makes no actual warranty of its own but will pass through to the
Reseller SONY's (Manufacturer's) warranty to the extent that such warranty is
provided in Exhibit (A). In the event that Reseller discovers a Product to be
defective, North will assist the Reseller in notifying SONY (Manufacturer) of
such defect and to take such other action as North deems appropriate. NORTH
MAKES NO EXPRESS AND/OR IMPLIED WARRANTIES WHETHER OF MERCHANTABILITY OR FITNESS
FOR ANY PARTICULAR PURPOSE OR OTHERWISE (except as to title) other than those
expressly set forth above, and IN NO EVENT DOES NORTH ASSUME, NOR SHALL IT BE
LIABLE FOR CONSEQUENTIAL OR SPECIAL DAMAGES, OR FOR INSTALLATION ADJUSTMENT OR
OTHER EXPENSES WHETHER DIRECT OR INDIRECT. No waiver, alteration or modification
of the foregoing conditions shall be valid unless made in writing and signed by
an executive officer of North Supply.
1
8. MATERIAL RETURN AUTHORIZATION
North will accept returns based on warranty, repair and return policy
of itself and SONY (Manufacturer).
9. LIMITATION OF LIABILITY
THE LIABILITY OF THE DIVISION, IF ANY, AND THE RESELLER'S SOLE AND
EXCLUSIVE REMEDY FOR DAMAGES FOR ANY CLAIM OF ANY KIND WHATSOEVER, REGARDLESS OF
LEGAL THEORY, AND WHETHER ARISING IN TORT OR CONTRACT, WITH REGARD TO THIS
AGREEMENT, REGARDLESS OF THE DELIVERY OR NON-DELIVERY OF THE PRODUCTS, OR WITH
RESPECT TO THE PRODUCTS, SHALL NOT BE GREATER THAN THE ACTUAL PURCHASE PRICE,
AND ALL TRANSPORTATION AND CUSTOMARY HANDLING CHARGES PAID FOR THE CLAIMS MADE.
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY
SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND. SUCH DAMAGES INCLUDE,
BUT ARE NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE
LOSS OF PRESENT OR PROSPECTIVE PROFITS, EXPENDITURES, INVESTMENTS OR
COMMITMENTS, WHETHER MADE IN THE ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF
BUSINESS REPUTATION OR GOODWILL, FOR LOSS OF DATA, COST OF SUBSTITUTE PRODUCTS,
COST OF CAPITAL, AND THE CLAIMS OF THIRD PARTIES, INCLUDING CUSTOMERS, OR FOR
ANY OTHER REASON WHATSOEVER.
In no event shall North be liable for any damages, special or
consequential arising out of or resulting from the Product furnished hereunder
and in no event for installation, adjustment, or other expenses whether direct
or indirect.
North's liability cannot be expanded by any statement made by Reseller
or Reseller's agent. Any Product claim beyond the described functional
specifications provided by SONY (Manufacturer) by the Reseller shall be the sole
responsibility of the Reseller.
10. ASSIGNMENT
Neither party to this Agreement may assign this Agreement without the
consent of the other party. Such consent shall not be unreasonably denied
without good cause.
North has the option of terminating this Agreement in the event of any
material changes in the structure, ownership, management, location or
organization of the Reseller Company.
11. RELATIONSHIP OF PARTIES
This Agreement does not in any way create the relationship of joint
venture, partnership, or principal and agent between North and Reseller; and
neither shall have the power of ability to pledge the credit of the other not to
bind the other nor to contract in the name of nor create a liability against the
other in any way for any purpose. It is specifically understood that Reseller is
an Independent Agent and not a Franchise of North and that this Agreement is not
a Franchise Agreement and should not be construed as such.
12. SOFTWARE SUBLICENSE
Purchasers of hardware equipment which contain software from North
agree to comply with all terms and conditions of the software license granted to
North by its third party licenser which shall have no liability whatsoever to
customer and agrees that the license is personal, non-exclusive and
non-transferable except as permitted below and that North's Reseller has the
right to sublicense solely to such third party end-user customers, that the
software will be utilized solely on the hardware product in which the software
is contained that all software products are proprietary to SONY (Manufacturer),
and that all software products shall be treated in accordance with the same
procedures and standard of care which the customer uses to protect its own
proprietary or confidential information. The customer further agrees not to
disclose to third parties or to copy any software product, excepting for an
archival copy for internal purposes only. In such event of reproduction, then
all trademarks, copyrights, service marks or trade names shall be placed on such
copied software. The customer agrees not to reverse-compile, disassemble, or
reverse-engineer any software product, and in no event shall customer be
entitled to any source code of a software product. North makes no actual
warranty of its own with respect to the software, but will pass through to
Purchaser SONY's (Manufacturer) warranty to the extent such warranty is
provided. In the event Purchaser discovers the product to be defective, North
will assist Purchaser and notify SONY (Manufacturer) of such defects. North
makes NO EXPRESS AND/OR IMPLIED WARRANTIES WHETHER OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OR OTHERWISE (except as to title) other than those
specifically set forth and in no event does North assume nor shall it be liable
for CONSEQUENTIAL OR SPECIAL DAMAGES or for installation adjustment or other
expenses whether direct or indirect.
13. TERMINATION
North has option to terminate Agreement with Reseller in the event any
Reseller's action should represent North or SONY's (Manufacturer) Products in an
unfavorable or unprofessional manner.
North has the option to terminate Agreement with sixty (60) day written
notice if Reseller does not promote the purchase of SONY (Manufacturer) Product
to the best of its abilities, support the Product as a reputable Reseller or
fail to represent the Product in a way that North deems acceptable.
Reseller may terminate this Agreement at any time with a sixty (60) day
written notice to North.
14. EFFECT OF TERMINATION
Upon termination or expiration of this Agreement, Reseller may, at
North's option, sell to North its inventory at the price paid North by Reseller
if Product is in original packaging and has not been used.
ALL COMMUNICATIONS CORPORATION
__________________________________ ____________________________________
Reseller Business Name Sprint North Supply
by: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ by: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
_______________________________ _________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
title:____________________________ title:______________________________
President Marketing Manager
date: March 21, 1997 date: 3/21/97
_____________________________ _______________________________
2
Exhibit A
1997 SUB-RESELLER AGREEMENT
FOR
VIDEOCONFERENCING PRODUCTS
SONY BUSINESS AND PROFESSIONAL GROUP
SONY ELECTRONICS INC.
ARTICLE 1 PARTIES TO THIS AGREEMENT
This Agreement is entered into and is effective as the first day of March 10,
1997 ("Effective Date") by and between:
and
Videoconferencing System Division All Communications Sprint North Supply
Sony Business and Professional Group ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Sony Electronics Inc. ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(hereinafter referred to as the "Division") (hereinafter referred to (hereinafter referred to
as the "Sub-Reseller") as the "Master Reseller")
ARTICLE II PREMISES OF THIS AGREEMENT
WHEREAS, the Division is engaged in the sale and distribution (or, in the case
of software, license) throughout the United States of various electronic
products, related accessories and software itself and through authorized
resellers; and, or firms capable of selling such items on a non-exclusive basis
in the United States; and
WHEREAS, certain of the Division's resellers are permitted, pursuant to their
Reseller Agreement with the Division, to, in turn sell and distribute such
products to sub-resellers thereof; and,
WHEREAS, Sub-Reseller has or is about to enter into a written agreement with
such the Master Reseller referred to above to sell and distribute such products
and as a condition thereof and as a condition to becoming a Division authorized
sub-reseller of such products must also agree to the terms and conditions
hereof;
NOW THEREFORE, by reason of the foregoing premises and in consideration of the
mutual convenants hereinafter set forth, the parties agree as follows.
ARTICLE III THE TERM AND DEFINITIONS
(a) TERM: This Agreement shall commence as the Effective Date and expire or
terminate in accordance with Section 9.0 of Article IV.
(b) PRODUCTS: The term "Product(s)" refer(s) to those videoconferencing
products, accessories and software of the Division which the Sub-Seseller is
authorized to purchase and resell (or, in the case of software, license) under
its written agreement with the Reseller and the Schedule of this Agreement.
(c) SCHEDULE: The Schedule indentifies those Products which the Sub-Reseller is
authorized to resell (or, in the case of software, license under this
Agreement), and contains terms and conditions regarding the Products which may
be in addition to or different from the General Terms and conditions set forth
in Article IV. The Customers, the Territory and other requirements are set forth
in the Schedule. The Schedule is attacted to and incorporated in this Agreement;
(d) GENERAL DEFINITIONS: The term "Business Location" refers to the
Sub-Reseller's address in Article I above to which all communications including
bulletins and notices under this Agreement are sent and such other locations as
provided in any Incorporated Schedule.
The term "Customer(s)" refer(s) to those third parties to whom the Sub-Reseller
is authorized to resell Products pursuant to the Customer definition set forth
in the Schedule.
The term "Sale" or "Resale" (in any tense or form) when ever used in this
Agreement shall mean license in the case of software Products.
The term "Territory" refers to the geographical area identified in the Schedule.
In the Schedule, a smaller geographical area may also be designated as a
"Primary Area of Responsibility" to which additional obligations may be related.
EXHIBIT A
ARTICLE IV GENERAL TERMS AND CONDITIONS
--------------------------------------------------------------------------------
SECTION 1.0: APPOINTMENT
--------------------------------------------------------------------------------
1.1 APPOINTMENT: The Division hereby appoints the Sub-Reseller for the Term
hereof, on a non-exclusive basis, to resell and promote the sale of the Products
to the Customers in the Territory, subject to the terms and conditions of this
Agreement and any additional and/or different terms and conditions set forth in
the Schedule. The Division may, in its sole discretion, appoint additional
resellers, sub-resellers and/or other types of resellers in the Territory and/or
sell the Products directly or indirectly to the Customers.
1.2 STATUS AS INDEPENDENT CONTRACTOR: The relationship established between the
Division and the Sub-Reseller by this Agreement is that of independent
contractors and nothing herein contained shall be deemed to establish or
otherwise create a relationship of principal and agent between the Division and
the Sub-Reseller. The Sub-Reseller represents that it is an independent
contractor who will not be deemed an agent of the Division for any purpose
whatsoever and neither the Sub-Reseller nor any of its agents or employees will
have any right or authority to assume or create any obligation of any kind,
whether express or implied, on behalf of the Division. This Agreement is not a
franchise agreement and does not create a franchise relationship between the
parties and if any provision of this Agreement is deemed to create a franchise
between the parties, then this Agreement will be deemed null and void and will
automatically terminate as if such provision had been deemed unenforceable by a
court as provided in Section 13.5 hereof.
1.3 SOLE COMPENSATION: The Sub-Reseller's sole compensation under this Agreement
shall be the proceeds it may receive, if any, on its resale of the Products
pursuant hereto. The Sub-Reseller represents that the Division has not required
the Sub-Reseller to pay nor has the Sub-Reseller paid any fee as a condition of
or in connection with entering into this Agreement.
--------------------------------------------------------------------------------
SECTION 2.0: GENERAL SUB-RESELLER PERFORMANCE
REQUIREMENTS
--------------------------------------------------------------------------------
During the Term, the Sub-Reseller shall:
(a) use its best efforts to support, promote and increase sales of the
Products in accordance with this Agreement and the Schedule;
(b) only promote and sell the Products to the Customers located within the
Territory;
(c) NOT, WITHOUT THE DIVISION'S PRIOR EXPRESS WRITTEN PERMISSION, KNOWINGLY
SELL OR OTHERWISE PARTICIPATE IN THE SELLING OF THE PRODUCTS TO ANY
THIRD PARTY WHERE THE END PRODUCT IN WHICH THE PRODUCTS MAY BE
INCORPORATED COULD BE TERMED OR CLASSIFIED AS MEDICAL LIFE SUPPORT OR
AIRCRAFT INSTRUMENTATION;
(d) maintain an adequate staff of sales personnel to meet the
Sub-Reseller's obligations hereunder and/or pursuant to any Schedule
who are trained in and capable of the effective demonstration, use and
sale of the Products;
(e) immediately forward to the Division information concerning all
complaints or claims of damage relating to any of the Products that may
come to the Sub-Reseller's attention;
(f) maintain, for purposes of warranty information and/or product safety
notifications, during the Term and for four (4) years thereafter, a
record of its sales of the Products, including at least the Customer's
name and address and the Products' model, serial number and date of
sale;
(g) at all times conduct its business in a manner that will reflect
favorably on the Products and their quality image and reputation and on
the good name, goodwill and reputation of the Division, and not by
itself or with others participate in any illegal, deceptive, misleading
or unethical practices, or unfair competitive practices, including
without limitation, product disparagement and bait and switch
practices, or any other practices that are or might be detrimental to
the Division, Sony Electronics Inc., Sony Corporation of America, Sony
Corporation (Japan) or any subsidiary or affiliate thereof;
(h) obtain and maintain in full force and effect all necessary licenses,
permits and other authorizations required by law to operate its
business;
(i) take all reasonable, prompt and efficient action to assist the Division
in resolving all complaints from the Customers concerning the Products
or the manner or method by which they were sold, delivered or serviced
(if the Sub-Reseller is obligated to perform warranty and/or
out-of-warranty service for any of the Products pursuant to the
Schedule) by the Sub-Reseller; and
(j) unless otherwise consented to by the Division in writing, which consent
shall not be unreasonably withheld, safeguard and hold in trust and
confidence and neither directly nor indirectly disclose to any third
party or use (except for the purposes designated by the Division)
during the Term hereof and for one (1) year thereafter any of the
Division's proprietary, business, pricing and/or confidential technical
information (i) disclosed by the Division, its agents or employees to
the Sub-Reseller hereunder; or (ii) obtained or learned from the
Division as a result of activities of the Division and the Sub-Reseller
hereunder.
--------------------------------------------------------------------------------
SECTION 3.0 SALE OF PRODUCTS
--------------------------------------------------------------------------------
The Sub-Reseller shall purchase the Products from the Master Reseller at the
prices and on the terms and conditions set forth in the written agreement
between them. The Sub-Reseller acknowledges that the Master Reseller is not an
agent of the Division for any purpose and that the Division is not responsible
for any action or failure to act by the Master Reseller.
--------------------------------------------------------------------------------
SECTION 4.0: SOFTWARE OWNERSHIP
--------------------------------------------------------------------------------
The Sub-Reseller acknowledges that the Division or, in applicable instances, the
Division's licensor, retains the entire right, title and interest to the
intellectual property (including, without limitation, all copyrights) related to
any item of software and related documentation which the Division provides.
The Division shall permit the Sub-Reseller to use such software and
documentation internally or to distribute such software and documentation to the
Customers for the Products, and the Sub-Reseller will use such software and
documentation or distribute such software and documentation only to the
Customers, on such terms and conditions as the Division may from time to time
impose. The Sub-Reseller shall not itself, or permit
EXHIBIT A
others to, decompile, disassemble, reverse engineer or otherwise attempt
to derive the source code of any such software; and the Sub-Reseller
shall not itself, or permit others to, remove, obscure or alter any copyright,
trade secret, trademark, patent, or other proprietary rights notice affixed to
or displayed on any such software or documentation, or affixed to or printed on
any of its factory packaging. Nothing contained in this Agreement shall: (a)
prohibit the Sub-Reseller from setting a price to its Customers for software and
documentation where copies of the software and documentation are sold to the
Sub-Reseller as one of the Products; or, (b) allow the Sub-Reseller to make
copies of such software or documentation.
--------------------------------------------------------------------------------
SECTION 5.0: TRADEMARKS/TRADE NAMES
--------------------------------------------------------------------------------
The Division does not grant and the Sub-Reseller acknowledges that it shall have
no right to or interest in any trademarks and/or trade names owned, used or
claimed now or in the future by Sony Electronics Inc., Sony Corporation of
America, Sony Corporation (Japan) or any subsidiary or affiliate companies
thereof.
SECTION 6.0: LIMITED WARRANTIES/DISCLAIMERS
6.1 LIMITED WARRANTY: THE DIVISION'S WARRANTY FOR THE PRODUCTS SHALL BE AS SET
FORTH IN THE DIVISION'S LIMITED WARRANTY CARD ENCLOSED WITH OR ACCOMPANYING THE
PRODUCTS IF ANY OF THE PRODUCTS ARE NOT ACCOMPANIED BY WARRANTY CARDS, THE
DIVISION'S THEN CURRENT WARRANTY APPLICABLE TO THOSE PRODUCTS WILL APPLY. UPON
THE REQUEST OF ANY OF THE CUSTOMERS, THE SUB-RESELLER SHALL PROVIDE A COPY OF
THE APPROPRIATE LIMITED WARRANTY CARD TO SUCH CUSTOMER.
6.2 COMPLIANCE: The Sub-Reseller shall at all times comply with applicable
federal, state and local laws, regulations, and ordinances applicable to the
sale of the Products, including but not limited, to the delivery of warranties
to the Customers.
6.3 DISCLAIMER OF WARRANTY: THE SUB-RESELLER ACKNOWLEDGES THAT EXCEPT FOR THE
WARRANTY PROVIDED IN THE DIVISION'S LIMITED WARRANTY CARD ENCLOSED WITH OR
ACCOMPANYING THE PRODUCTS OR AS OTHERWISE PROVIDED IN SECTION 6.1, NO WARRANTIES
WITH REGARD TO THE PRODUCTS, WHETHER OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR OTHERWISE, ARE CREATED BY THIS AGREEMENT. THE DIVISION
HEREBY DISCLAIMS AND EXCLUDES ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. ANY WARRANTY AGAINST INFRINGEMENT THAT MAY BE
PROVIDED IN SECTION 2-312(3) OF THE UNIFORM COMMERCIAL CODE AND/OR IN ANY OTHER
COMPARABLE STATE STATUTE IS EXPRESSLY DISCLAIMED.
6.4 COMPATIBILITY: The Division hereby disclaims any representations or warranty
that the Products are compatible with any combination of non-Sony products the
Sub-Reseller and/or any of the Customers may choose to connect to the Products.
It shall be the Sub-Reseller's responsibility to determine for itself and the
Customers the suitability and compatability of the Products in each instance.
6.5 PROHIBITED REPRESENTATIONS: Other than the provision of a copy of the
Division's Limited Warranty Card to the Customers as provided in Section 6.2,
the Sub-Reseller shall make no warranties or representations on behalf of the
Division to the Customers or to the trade with respect to any of the Products,
unless expressly approved in writing by the Division.
--------------------------------------------------------------------------------
SECTION 7.0: INDEMNITY BY THE SUB-RESELLER
--------------------------------------------------------------------------------
THE SUB-RESELLER SHALL INDEMNIFY AND HOLD HARMLESS THE DIVISION, SONY
ELECTRONICS INC., SONY CORPORATION OF AMERICA, SONY CORPORATION (JAPAN) AND ANY
SUBSIDIARY OR AFFILIATE THEREOF AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND
EMPLOYEES FROM AND AGAINST ANY CLAIMS, SUITS, LIABILITIES, LOSSES, FINES,
PENALTIES, DAMAGES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' AND EXPERTS'
FEES AND COSTS) ARISING FROM OR INCIDENT TO THE RESELLER'S BREACH OF ITS
OBLIGATIONS UNDER SECTIONS 1.2, 2.0(c), 2.0(j) OR 6.5 HEREOF.
--------------------------------------------------------------------------------
SECTION 8.0: TIME FOR BRINGING SUIT
--------------------------------------------------------------------------------
All causes of action by the Sub-Reseller against the Division must be brought
within two (2) years following the date on which the event which first gave rise
to the cause of action occurred or within two (2) years following expiration
or termination of this Agreement, whichever is earlier.
-------------------------------------------------------------------------------
SECTION 9.0: TERMINATION OF AGREEMENT
-------------------------------------------------------------------------------
9.1 TERMINATION OF AGREEMENTS: This Agreement will terminate upon the expiration
or termination of the written agreement between the Sub-Reseller and the Master
Reseller or as otherwise provided in this Section 9.0.
9.2 TERMINATION WITHOUT CAUSE: This Agreement may be terminated without cause by
either party upon sixty (60) days prior written notice to the other, in which
event this Agreement shall terminate on the date set forth in such notice.
9.3 TERMINATION FOR CAUSE. The Division may immediately terminate this Agreement
by giving the Sub-Reseller notice if the Sub-Reseller:
(a) DEFAULTS IN THE PERFORMANCE OF ANY OF ITS OBLIGATIONS UNDER THE
TERMS OR CONDITIONS OF THIS AGREEMENT WHICH DEFAULT IS NOT REMEDIED
BY THE SUB-RESELLER TO THE DIVISION'S SATISFACTION IN ITS SOLE
DISCRETION WITHIN TEN (10) DAYS AFTER THE DIVISION GIVES THE
SUB-RESELLER NOTICE THEREOF; OR,
(b) DEFAULTS IN THE PERFORMANCE OF ANY OF ITS OBLIGATIONS UNDER THE
TERMS AND CONDITIONS OF THIS AGREEMENT, WHICH DEFAULT BY ITS NATURE,
CANNOT BE REMEDIED BY THE SUB-RESELLER; OR,
(c) ISSUES ANY PRESS RELEASE, ADVERTISING, BROCHURE OR OTHER RELEASE OF
INFORMATION TO ANY OF THE CUSTOMERS, THE TRADE OR THE GENERAL PUBLIC
CONCERNING OR IN ANY WAY REFERRING TO THIS AGREEMENT OR ANY OTHER
AGREEMENT OR RELATIONSHIP WITH THE DIVISION AND/OR SONY ELECTRONICS
INC. WITHOUT THE PRIOR WRITTEN APPROVAL OF THE DIVISION, WHICH
APPROVAL OR REJECTION SHALL BE GIVEN IN THE DIVISION'S SOLE
DISCRETION; OR,
(d) ENGAGES DIRECTLY OR INDIRECTLY IN ANY ATTEMPT OR SCHEME TO DEFRAUD
THE DIVISION; OR,
(e) SELLS OR TRANSFERS THE PRODUCTS TO ANY PARTY OTHER THAN THE
CUSTOMERS OR SELLS THE PRODUCTS OUTSIDE OF THE TERRITORY; OR,
(f) IS UNABLE TO PAY ANY AND/OR ALL OF ITS DEBTS AS THEY BECOME DUE OR
BECOMES INSOLVENT OR CEASES TO PAY ANY AND/OR ALL OF ITS DEBTS AS
THEY MATURE IN THE ORDINARY COURSE OF BUSINESS, OR MAKES AN
ASSIGNMENT FOR THE BENEFIT OF ITS CREDITORS; OR,
(g) IS LIQUIDATED OR DISSOLVED OR IF ANY PROCEEDINGS ARE COMMENCED BY,
FOR OR AGAINST IT UNDER ANY
BANKRUPTCY, INSOLVENCY, REORGANIZATION OF DEBTS OR DEBTORS RELIEF
LAW, OR LAW PROVIDING FOR THE APPOINTMENT OF A RECEIVER OR A TRUSTEE
IN BANKRUPTCY.
9.4 CESSATION OF REPRESENTATION AS AUTHORIZED SUB-RESELLER: Upon the expiration
or termination of this Agreement, the Sub-Reseller shall immediately remove and
discontinue all displays, signs and decals of the Division's trademarks and
service marks related to the Products, cease to represent itself as an
authorized Sub-Reseller of the Division with respect to the Products and shall
otherwise desist from all conduct or representations which might lead the public
to believe that the Sub-Reseller continues to be authorized by the Division to
sell the Products; provided, however, that the Sub-Reseller may sell, in
accordance with the provisions of this Agreement, those Products which shall be
in its inventory on the date of any such termination or expiration and which the
Division shall not have repurchased pursuant to Section 10.0.
9.5 SURVIVING OBLIGATIONS AND LIMITATIONS: Neither the expiration nor
termination of this Agreement nor the termination of any of the other agreements
referred to in this Section shall discharge any obligation that had been
incurred by either party prior to any such expiration or termination.
--------------------------------------------------------------------------------
SECTION 10.0: DIVISION'S OPTION TO REPURCHASE
PRODUCTS
--------------------------------------------------------------------------------
Upon the expiration or termination of this Agreement, the Division may
repurchase from the Sub-Reseller any of the A Class Products remaining in the
Sub-Reseller's inventory at the lesser of the Sub-Reseller then prevailing price
to the Customers or the price paid therefor by the Sub-Reseller. To enable the
Division to determine if it will repurchase any of the Products the Sub-Reseller
shall, within five (5) days after the effective date of such expiration or
termination, submit to the Division a written schedule listing all the Products
remaining in the Sub-Reseller's inventory by model and serial number. Within a
reasonable period of time after the Division's receipt of such schedule the
Sub-Reseller shall permit the Division to inspect such inventory; and within ten
(10) days after completion of such inspection, the Division shall give the
Sub-Reseller notice of the Products it elects to purchase. Upon receipt of the
Division's notice, the Sub-Reseller shall deliver the specified Products freight
prepaid to a carrier designated by the Division. Payment of the repurchase price
will be made to the Sub-Reseller by payment within thirty (30) days after the
delivery of the Products to the Division.
--------------------------------------------------------------------------------
SECTION 11.0: SERVICE
--------------------------------------------------------------------------------
If the Sub-Reseller is obligated to perform warranty and/or out-of-warranty
service for any of the Products pursuant to the Schedule, the Sub-Reseller shall
perform such service in accordance with the Division's Dealer Service Policy
("DSP") then in effect for the Products. If the Schedule does not require the
Sub-Reseller to service the Products which are the subject of the Schedule, the
Division shall perform or otherwise delegate such service provided, however,
that the Sub-Reseller shall facilitate such service if required by and in the
manner provided in the Schedule. The Division reserves the right from time to
time to modify any DSP and any or all service procedures upon notice to
the Sub-Reseller.
--------------------------------------------------------------------------------
SECTION 12.0: NOTICES
--------------------------------------------------------------------------------
Any notices given under this Agreement shall be given in writing and will be
deemed to have been sufficiently given when delivered by hand or sent by
facsimile transmission (which is acknowledged by the recipient), overnight
courier service or by certified or registered mail, postage and other charges
prepaid, to the parties at the addresses first above written or as subsequently
changed by notice duly given. The date of mailing or other transmission of any
written notice will be deemed the date on which such notice is given unless
otherwise specified in the notice.
--------------------------------------------------------------------------------
SECTION 13.0: GENERAL
--------------------------------------------------------------------------------
13.1 ASSIGNMENT: The Sub-Reseller shall not assign or otherwise transfer this
Agreement or any interest or right hereunder or delegate the performance of any
of its obligations hereunder to any third party without the prior written
consent of the Division, which consent may be withheld in the Division's
sole discretion. Any such attempted assignment, transfer or delegation without
the prior written consent of the Division will be deemed null and void and
result in the immediate termination of this Agreement without necessity of any
notice.
13.2 WAIVERS: Waiver by either party of any default, or either party's failure
to enforce any of the terms and conditions of this Agreement shall not in any
way affect, limit or waive such party's right thereafter to enforce and compel
strict performance of every term and conditions hereof.
13.3 LITIGATION: In the event of any litigation between the parties with respect
to this Agreement, the prevailing party (the party entitled to recover costs of
suit, at such time as all appeals have been exhausted or the time for taking
such appeals has expired) shall be entitled to recover reasonable attorneys' and
experts' fees and costs in addition to such other relief as the court may award.
13.4 HEADINGS: The headings of Articles and Sections in this Agreement are for
convenience and reference only, and they shall in no way define, limit, or
describe the scope of the terms and conditions, or be considered in the
interpretation, construction or enforcement, hereof.
13.6 INVALIDITY: If and to the extent that any term or condition of this
Agreement is specifically determined by any court to be in whole or in part
invalid or unenforceable, then this Agreement shall be immediately terminated
upon such determination.
13.6 NON-EXCLUSIVENESS; REMEDIES: Any specific right or remedy provided in this
Agreement shall not be exclusive but will be cumulative of all other rights and
remedies set form herein allowed at law.
13.7 SURVIVAL: Sections 2.0(c), (f), (i) and (j), 3.0, 4.0, 5.0, 6.0, 7.0,
8.0, 9.4, 9.5, 10.0, 11.0, 12.0, 13.3, 13.5, 13.6, 13.7, 14.0, 16.0 and 17.0 as
well as any term or condition in the Schedule or Rider G, if incorporated, where
such survival is indicated in or intended by terms of any such provision shall
survive the expiration or termination of this Agreement.
--------------------------------------------------------------------------------
SECTION 14.0: LIMITATION ON LIABILITY
--------------------------------------------------------------------------------
THE LIABILITY OF THE DIVISION, IF ANY, AND THE SUB-RESELLER'S SOLE AND EXCLUSIVE
REMEDY FOR DAMAGES FOR ANY CLAIM OF ANY KIND WHATSOEVER, REGARDLESS OF LEGAL
THEORY, AND WHETHER ARISING IN TORT OR CONTRACT, WITH REGARD TO THIS AGREEMENT.
REGARDLESS OF THE DELIVERY OR NON-DELIVERY OF THE PRODUCTS, OR WITH RESPECT TO
THE PRODUCTS, SHALL NOT BE GREATER THAN THE ACTUAL PURCHASE PRICE, AND ALL
TRANSPORTATION AND CUSTOMARY HANDLING CHARGES PAID FOR THE PRODUCTS WITH RESPECT
TO WHICH SUCH CLAIM IS MADE. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE
TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF
ANY KIND. SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, COMPENSATION,
REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PRESENT OR PROSPECTIVE
PROFITS, EXPENDITURES, INVESTMENTS OR COMMITMENTS. WHETHER MADE IN THE
ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF BUSINESS REPUTATION OR GOODWILL,
FOR LOSS OF DATA, COST OF SUBSTITUTE PRODUCTS, COST OF CAPITAL, AND THE CLAIMS
OF THIRD PARTIES, INCLUDING CUSTOMERS, OR FOR ANY OTHER REASON WHATSOEVER.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Exhibit A
SECTION 15.0: FORCE MAJEURE
--------------------------------------------------------------------------------
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY DELAY IN THE PERFORMANCE OF
ANY OF ITS OBLIGATIONS HEREUNDER DUE TO ANY CAUSE BEYOND SUCH PARTY'S REASONABLE
CONTROL OR DUE TO ACTS OF GOD, ACTS OF CIVIL OR MILITARY AUTHORITIES, FIRES,
LABOR DISTURBANCES, FLOODS, EPIDEMICS, GOVERNMENTAL RULES OR REGULATIONS, WAR,
RIOT, DELAYS IN TRANSPORTATION OR SHORTAGES IN RAW MATERIALS OR OTHER PRODUCTS.
--------------------------------------------------------------------------------
SECTION 16.0: GOVERNING LAW AND VENUE
--------------------------------------------------------------------------------
THIS AGREEMENT SHALL BE INTERPRETED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE LOCAL LAW OF THE STATE OF NEW JERSEY. THE PARTIES HEREBY CONSENT TO AND
SUBMIT TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN THE STATE
OF NEW JERSEY, AND ANY ACTION OR SUIT HEREUNDER WILL ONLY BE BROUGHT BY THE
PARTIES IN THE FEDERAL OR STATE COURT WITH APPROPRIATE JURISDICTION OVER THE
SUBJECT MATTER ESTABLISHED OR SITTING IN THAT STATE. THE PARTIES SHALL NOT
RAISE IN CONNECTION THEREWITH, AND HEREBY WAIVE ANY DEFENSES BASED UPON THE
VENUE, THE INCONVENIENCE OF THE FORUM, THE LACK OF PERSONAL JURISDICTION,
THE SUFFICIENCY OF SERVICE OF PROCESS OR THE LIKE IN ANY SUCH ACTION OR
SUIT BROUGHT IN THE STATE OF NEW JERSEY.
--------------------------------------------------------------------------------
SECTION 17.0: WAIVER OF TRIAL BY JURY
--------------------------------------------------------------------------------
IN THE EVENT OF ANY LITIGATION BETWEEN THE PARTIES RELATING TO OR ARISING IN
ANY WAY OUT OF THIS AGREEMENT, THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHT
TO TRIAL BY JURY.
Exhibit A
Article V - Videoconferencing Rollabout Products
Page 1 of 1
ARTICLE V SCHEDULE
VIDEOCONFERENCING SYSTEMS ROLLABOUT PRODUCTS
1. DEFINITION OF PRODUCTS AND APPOINTMENT: This Schedule authorizes the
Sub-Reseller to resell the "Videoconferencing Systems Rollabout Products"
identified in the Division's current Videoconferencing Systems Rollabout
Products Price List, as such Price List, from time to time, may be amended by
the Division by adding or deleting Products therefrom.
2. DEFINITION OF CUSTOMERS: The Sub-Reseller will sell Videoconferencing Systems
Rollabout Products to end users only, unless otherwise agreed to in writing by
the Division.
3. DEFINITION OF TERRITORY: The Sub-Reseller may sell Videoconferencing Systems
Rollabout Products to Customers only within the 48 contiguous states of the
United States and the state of Alaska (the "Territory"). The Sub-Reseller's
Primary Area of Responsibility for Videoconferencing Systems Rollabout Products
is described below by three-digit zip code.
PRIMARY AREA OF RESPONSIBILITY
070XX-079XX, 085XX-089XX, 100XX-117XX
4. SERVICE REQUIREMENTS: The Sub-Reseller hereby agrees to establish and
maintain the capability to service the Videoconferencing Systems Rollabout
Products in accordance with the Dealer Service Policy, as such Policy, from time
to time, may be amended by the Division. The Sub-Reseller also agrees to provide
the following services for its Customers within the Sub-Reseller's Primary Area
of Responsibility, and for providing or coordinating these services for its
Customers outside of the Sub-Reseller's Primary Area of Responsibility: i.e.,
maintenance, installation, operation/application training and support, customer
inquiries, technical assistance, trouble reporting and isolation, technical
assistance and similar customer satisfaction matters. The Sub-Reseller agrees to
be the point-of-contact for all inquiries from its Customers. The Sub-Reseller
may coordinate these services outside of its Primary Area of Responsibility with
an authorized service center as directed by the Division.
SERVICE LOCATION
All Communications
▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
5. ADVERTISING: The Sub-Reseller shall not advertise the Videoconferencing
Systems Rollabout Products outside of the Sub-Reseller's Primary Area of
Responsibility. In addition, the Sub-Reseller will create and publish all of its
advertisements referencing the Products which are the subject of this Schedule
in conformity with the Division's Dealer Ad Kit as issued and as, from time to
time, may be modified by the Division, as well as related policies issued by the
Division, from time to time. By execution of this Agreement, the Sub-Reseller
acknowledges receipt of the Division's Dealer Ad Kit.
6. DEMONSTRATION OF VIDEOCONFERENCING PRODUCTS ROLLABOUT PRODUCTS: The
Sub-Reseller acknowledges that Videoconferencing Systems Rollabout Products are
best promoted and understood by the Customers by demonstration of their
operation, features and technology. For this reason, the Sub-Reseller will
during the Term, have available for demonstration at least two Videoconferencing
Rollabout units.
Exhibit A
ARTICLE VI INCORPORATION/ENTIRETY OF AGREEMENT
This Agreement supersedes, terminates and otherwise renders null and void any
and all prior written and/or oral agreements between the Sub-Reseller and the
Division with respect to the matters hereinabove expressly set forth. This
Agreement represents and incorporates the entire understanding of the parties
hereto with respect to the matters herein expressly set forth and each party
acknowledges that there are no warranties, representations, covenants or
understandings of any kind, nature or description whatsoever made by either
party to the other, except as are herein expressly set forth. This Agreement may
be modified only by a written instrument signed by the parties to this
Agreement, which instrument makes specific reference to this Agreement and the
changes to be made hereto.
The Sub-Reseller hereby warrants and represents that the individual executing
this Agreement is duly authorized and empowered to bind the Sub-Reseller. This
Agreement shall be subject to acceptance by the Division through its execution
in the space provided below by an authorized representative only.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date
first above written.
SONY BUSINESS AND PROFESSIONAL GROUP
A DIVISION OF
SONY ELECTRONICS INC.
ALL COMMUNICATIONS CORP.
--------------------------------------------------------------------------------
(Name of Sub-Reseller)
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: ▇▇▇▇ ▇▇▇▇▇▇
---------------------------------- --------------------------------------
(Authorized Signature) (Authorized Signature)
Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Print Name: ▇▇▇▇ ▇▇▇▇▇▇
------------------------- ------------------------------
*Title: PRESIDENT Title:
----------------------------- ------------------------------------
Date of Acceptance:
-------------------------------------------------------------
* EXECUTION OF THIS AGREEMENT: If the Sub-Reseller is a corporation, indicate
the office of the person signing the Agreement on behalf of the corporation.
If the Sub-Reseller is a partnership, the same should be signed by a general
partner, who should so indicate by use of the word "General Partner". If the
Sub-Reseller in an individual proprietorship, the same should be indicated by
use of the title "Sole Proprietor".
EXHIBIT B
SCHEDULE A
TriniCom 5000 & TriniCom 4000-Suggested List Prices
MODEL NAME SUGGESTED LIST PRICE
PCS-5000/1 Codec/Camera/Audio/Bonding Board/Multipoint 19650.00
PCS-4000 Codec/Camera/Audio 13950.00
PCS-UC400 MCU/6B Upgrade Kit 5000.00
PCS-UC410 Graphics Upgrade Kit (JPEG.MMR) 2500.00
PCS-F500 27" Cart 1200.00
PCS-F510 32" Cart 2100.00
PCS-T500 Tablet 949.00
PCS-G500 VGA Board 1350.00
(required for dual monitor systems)
PCS-D200US Document Scanner 2200.00
(requires PCS-K01US & PCS&K01TUS)
PCS-MC10 IC Memory Card 549.00
PCS-R500 Regular Remote Control 229.00
PCS-R510 Buttom Remote Control 399.00
PCS-1530 Bonding Board 1750.00
PCS-1500 V.35 I/F Board 649.00
PCS-K32 V.35 Cable 399.00
PCS-1520 RS-449 I/F Board 399.00
PCS-K40 RS-449 Cable 196.00
PCS-A510 Additional Audio Unit 1399.00
PCS-UP201 Replacement pen for PCS-T500 Tablet 75.00
EXHIBIT B
SCHEDULE B
TriniCom 5000 & TriniCom 4000 Peripheral Equipment
(Suggested List Prices)
MODEL NAME SUGGESTED LIST PRICE
KV-27V20Gray 27" Monitor 649.99
KV-32V25Gray 32" Monitor 1149.00
KV-35V35Gray 35" Monitor 1799.99
YC-30EV S-Video Cable 50.00
(required for dual monitor systems)
SVO-1420 VCR 470.00
PCS-K01US Document Scanner Cable 130.00
PCS-K01TUS Document Scanner Terminator 20.00
SYC-5 Object Camera Video Cable 42.25
PCS-K06/A Object Camera Control Cable 24.00
PCS-K03US RJ-45 ISDN Cable (14') 15.00
PCS-K21 B & W Printer Cable 199.00
OBJECT CAMERA
TriniCom 5000 & TriniCom 4000 Peripheral Equipment
(Suggested List Price)
MODEL NAME SUGGESTED LIST PRICE
VID-P100 Object Camera 3,650.00
(requires SYC-5 & PCS-K06/A)
The object camera is not included in Schedule B discounts
EXHIBIT C
SONY/SPRINT NORTH SUPPLY PROGRAM OVERVIEW
DEALER COMMITMENTS
Video Business Plan
Sales Compensation Plan
Demonstration Equipment/2 Systems
Advertising/Promotion Plan
Trained Technical People
Maintenance Program
Credit Line
SONY/SNS COMMITMENTS
Sales Training
Sales Support
Marketing Support
Starter Kit Collateral
Marketing Programs
Dealer Communications
Leasing Program
Far End Demonstration Support
SPRINT NORTH SUPPLY/SONY DEALER PRICING
Sprint North Supply (SNS) will offer the Authorized Dealers for Sony's
Videoconferencing products a three (3) tier pricing model. The discounts,
services, and benefits for each of the three tiers will be based on attaining
specific revenue objectives set out in their contracts. It is our intent to
build a dealer program that rewards dealers based on their performance. In this
manner they will not be required to commit to a specific dollar volume or unit
level, rather they will be rewarded for achieving specific revenue goals.
Our stairstep pricing strategy will consist of three levels; A, B, & C:
LEVEL C
The "C" level dealers will receive a 30% discount on all schedule A items, a 30%
discount on object cameras, and a 20% discount on schedule B items. They will
purchase demo and evaluation units at a 38% discount on schedule A and 30% on
schedule B.
LEVEL B
The "B" level dealers will receive a 33% discount on all schedule A items, a 30%
discount on Object Cameras, and a 20% discount on schedule B items. They will
purchase demo and evaluation units at a 38% discount on schedule A and 30% on
schedule B. To reach this level the dealer must sell $425,000.00 of Sony
Videoconferencing equipment. Upon reaching this level SNS will rebate to the
dealer 3% on all purchases (of schedule A purchases) up to that point and all
future purchases will be at 33%.
LEVEL A
The "A" level dealers will receive a 35% discount on all schedule A items, a 30%
discount on Object Cameras, and 20% discount on schedule B items. They will
purchase demo and evaluation units at a 40% discount on schedule A and 30% on
schedule B. To reach this level the dealer must sell $1,000,000 of Sony
Videoconferencing equipment. Upon reaching this level SNS will rebate to the
dealer 2% on all purchases (of Schedule A purchases) up to that point and all
future purchases will be at 35%. The 2% rebate is in addition to the previous
rebate of 3%, and includes all demo and evaluation systems.
In addition to the performance levels specific services and benefits will be
tied to each of the above groups. Co-op funds, SPIF's, advertisements, lead
referrals, etc...., will all increase as the dealer attains greater sales
volume.
The program will start all dealers off at the "C" level and only through
achieving the sales bar for the next level will the dealer be moved to the next
discount level. The only allowance will be that a percentage of the targets of
$425K and $1.0MM can be retired through the purchase of select video peripheral
products from SNS (e.g. ADTRAN, ASCEND, ▇▇▇▇▇/Teleos, SPG.....). In this way a
dealer may achieve the next higher discount platform quicker. A 10% level of
$42,000, of the "B" level goal can be retired in this manner and 15% or
$150,000, of the "A" level. Authorized products are listed on the next page.
SPRINT NORTH SUPPLY/SONY DEALER PRICING
DEALER DEALER DEALER
"A" ▇▇▇▇▇ "▇" ▇▇▇▇▇ "▇" ▇▇▇▇▇
▇▇▇▇▇▇▇▇ A PRODUCTS 35% 33% 30%
SCHEDULE B PRODUCTS 20% 20% 20%
OBJECT CAMERAS 30% 30% 30%
DEMO EQUIPMENT
SCHEDULE A 40% 38% 38%
SCHEDULE B 30% 30% 30%
notes:
1. ▇▇▇▇▇ "▇" requirement $425,000/yr. equals 3% rebate and discount adjustment.
2. Level "A" requirement $1,000,000/yr. equals additional 2% rebate and discount
adjustment.
3. The minimum annual volume required to remain a dealer is $225,000.00 per
year.
4. SNS pays freight on all shipments.
5. The targets for each level are for a 12 month period. At the end of each 12
months dealers will drop back one level (e.g. "A" level dealers will revert
to "B" and a 33% discount, upon reaching $1.0MM they will again receive
rebates and discounts to 35%).
6. The rebates (true-ups) at each level will be on SONY schedule a purchases
only!
Authorized non-Sony products that may be included in quota:
Ascend Multiband inverser multiplexers
Adtran inverse multiplexers
▇▇▇▇▇/Teleos video access switch and multipoint bridge products
VideoServer mulitpoint bridge products
Sprint Products Group NT1's
Elmo document cameras
Video scan converters
Polycom audioconferencing units
Any other network access or peripheral products used specifically for
videoconferencing which have been purchased from Sprint North Supply
*Additional vendors will be added as we move forward.
SPRINT NORTH SUPPLY/SONY DEALER PRICING
SAMPLE DEALER EXPLANATION.
V-Video Co., of Big City, Idaho, became a Sony Videoconferencing dealer and
signed their Agreement on September 30, 1996. As a new dealer V-Video starts
purchasing at the "C" level price, and issues a PO for two (2) demo units as
required by contract. After receiving training and fulfilling other obligations
V-Video begins to sell (with some success) Sony equipment. By January 30, 1997,
they have reached the first discount level of $425,000.00 SNS credits V-Video's
account for $12,500.00 or approximately 3% of their Sony sales year to date. In
addition V-Video moves to the "B" price level and now purchases at the B level
discounts.
With their added incentive and several strong successes under their belts, the
sales and marketing personnel at V-Video launch in to 1997 with a new found love
of video. The success of the past are built upon and by June 30, 1997, V-Video
reaches the $1.0MM sales ▇▇▇▇. By achieving this incredible level of sales SNS
rebates an additional 2% of their purchases or $20,000.00. V-Video's owners are
ecstatic and reward their sales with $1,000.00 bonus checks and free lunch. In
addition to the rebate they also move along to the "A" price level and now
purchase at a 35% discount.
V-Video continues to build a consistent run rate over the next several months.
On the anniversary of the original contract (September 30, 1996) the SNS FSE
sits down with V-Video's owners and discusses their progress, if they have
achieved the minimum requirement of $225,000. and therefore qualify for contract
renewal. In addition they have achieved the highest volume discount in the first
year (12 months).
Additionally, we are rewarding performers with competitive advantage on price
and in marketing as they will receive the benefit of both Sony's and SOS's
strongest efforts.
Exhibit "D"
[SPRINT LOGO]
CREDIT APPLICATION
[LETTERHEAD]
Please return with Current Financial Statement.
------------------------------------------------------------------------------------------------------------------------------------
Company Name Date of Application
------------------------------------------------------------------------------------------------------------------------------------
Street Address Phone No. Fax No.
( )
------------------------------------------------------------------------------------------------------------------------------------
City State Zip Code
------------------------------------------------------------------------------------------------------------------------------------
Prior name(s) under which you did business in five (5) previous years (include (1) all prior corporations with which applicant has
merged, and (2) any prior registered trade names or styles).
------------------------------------------------------------------------------------------------------------------------------------
Name Address City State
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
General Information
------------------------------------------------------------------------------------------------------------------------------------
Principals
------------------------------------------------------------------------------------------------------------------------------------
Owner, Partners % of
or Officers Ownership Age Title Residence Address
------------------------------------------------------------------------------------------------------------------------------------
Name Street
1
--------------------------------- ---------------------------------------------
Social Security No. City State Zip Code
------------------------------------------------------------------------------------------------------------------------------------
Name Street
2
---------------------------------- ---------------------------------------------
Social Security No. City State Zip Code
------------------------------------------------------------------------------------------------------------------------------------
Name Street
3
--------------------------------- ---------------------------------------------
Social Security No. City State Zip Code
------------------------------------------------------------------------------------------------------------------------------------
Name Street
4
--------------------------------- ---------------------------------------------
Social Security No. City State Zip Code
------------------------------------------------------------------------------------------------------------------------------------
Date Founded Parent Company
------------------------------------------------------------------------------------------------------------------------------------
Present Location Since Date Street
------------------------------------------------------------------------------------------------------------------------------------
Composition City State Zip Code
[ ] Individual [ ] Partnership [ ] Sub-Chapter S Corporation --------------------------------------------------------
[ ] Corporation State of ___________________________ Relationship to Parent Company
[ ] Branch [ ] Division [ ] Subsidiary
------------------------------------------------------------------------------------------------------------------------------------
Date Incorporated If your company is a subsidiary, is there any formal guaranty
by the parent company?
[ ] Yes [ ] No If yes, please attach copy.
------------------------------------------------------------------------------------------------------------------------------------
Accounts Payable Contact Are you exempt from sales tax? See Paragraph 1, Terms and
Conditions attached.
[ ] Yes [ ] No If yes, complete attached certificate.
------------------------------------------------------------------------------------------------------------------------------------
Are Premises Leased Current Financial Statement Included?
[ ] Yes [ ] No [ ] Yes [ ] No
------------------------------------------------------------------------------------------------------------------------------------
Nature of Business If not, when may we expect it?
------------------------------------------------------------------------------------------------------------------------------------
No. Amount of Credit Desired How often are financial statements available?
[ ] Monthly [ ] Quarterly [ ] Semi-Annually [ ] Annually
------------------------------------------------------------------------------------------------------------------------------------
Applicant's Signature required on last page. All sales are subject to the Terms and Conditions contained herein.
------------------------------------------------------------------------------------------------------------------------------------
THE APPLICANT HEREBY ACKNOWLEDGES AND AGREES TO THE
FOLLOWING TERMS AND CONDITIONS OF SALE:
1. PRICING
Prices are exclusive of Federal, state, or local taxes of any nature. All
taxes applicable to products ordered shall be paid by the Buyer or, in lieu
thereof, Buyer shall provide North Supply Company ("North Supply") with a
current tax exemption certificate acceptable to the taxing authorities in the
state in which the merchandise is to be delivered.
2. PAYMENT TERMS
Payment terms to buyers of satisfactory credit are: Net 30 Days From Date of
Invoice. Payment should be sent to "remit to" address on invoice.
Delinquent invoices or portions thereof are subject to a service charge of
1.5% per month until paid (or the legal maximum allowable in the Buyer's
state).
Overdue and delinquent account balances are subject to being placed for
collection and Buyer shall pay all expenses incurred including collection
fees, court costs, and reasonable attorney fees.
In the event Buyer's account is overdue, Buyer agrees that North Supply may
offset the account balance or any portion thereof against any funds due Buyer
by North Supply Company or any affiliated company of Sprint Corporation,
irrespective of whether the amounts arise out of the same transaction.
3. LIMITED WARRANTY
North Supply makes no actual warranty on its own but will pass through to its
Buyer the manufacturer's warranty to the extent that such warranty is
provided. In the event that Buyer discovers a product to be defective, North
Supply will assist the Buyer in notifying the manufacturer of such defect.
NORTH SUPPLY MAKES NO EXPRESS AND/OR IMPLIED WARRANTIES WHETHER OF
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR OTHERWISE (except as
to title) other than those expressly set forth above, and in no event does
North Supply assume, nor shall it be liable for CONSEQUENTIAL OR SPECIAL
damages, or for installation adjustment or other expenses whether direct or
indirect.
4. BUYER'S PURCHASE ORDER -- CONFLICT OF TERMS
In the event Buyer shall submit purchase orders the written terms of which
are at variance or conflict with the terms and conditions of sale contained
therein, such purchase order terms shall have no effect to the extent that
they may conflict and the North Supply terms and conditions of sale shall
prevail.
5. DELIVERY
Deliveries shall be subject to and contingent upon timely receipt of order by
North Supply, together with Buyer qualification of credit requirements, and
North Supply shall not be liable for failure to meet required delivery due to
credit clearance requirements, or causes beyond its control, including
without limitation, unavailability of product from North Supply's source of
supply, strikes and other labor difficulty, riot, war, fire, delay or default
of common carrier, or other delays beyond North Supply's reasonable control.
6. DISCREPANCY CLAIMS -- FAILED DELIVERY CLAIMS
Merchandise is shipped FOB shipping point and risk of loss due to damage or
shortage or non-delivery due to carrier fault lies with the Buyer. All claims
for damage or shortages should be made by Buyer upon receipt of material and
filed with the carrier handling the shipment.
Claims stemming from discrepancies between invoiced descriptions or
quantities and actual product received by Buyer due to error by North Supply
must be made in writing within sixty (60) days of invoice date. Any such
claim not presented within the time limit specified will be waived and actual
delivery of invoiced descriptions or quantities will be conclusively
presumed.
Any Buyer who wishes to dispute a delivery of merchandise may make written
request upon North Supply for a copy of carrier's proof of delivery within
sixty (60) days from the date of invoice. Failure by Buyer to request such
proof of delivery within the 60-day time period will result in a waiver of
Buyer's right to raise the issue of delivery and thereafter delivery will be
conclusively presumed.
----------------------------------------------
APPLICANT'S SIGNATURE REQUIRED ON NEXT PAGE.
----------------------------------------------
7. PRODUCT INSTALLATION AND OPERATIONS
Buyer assumes all responsibility for the proper selection, installation,
operation and maintenance of the merchandise purchased from North Supply.
North Supply SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY CONSEQUENTIAL,
CONTINGENT, SPECIAL OR INCIDENTAL DAMAGES whatsoever except as specifically
set forth in the Limited Warranty clause in paragraph 3.
8. RETURNED MATERIAL
No product or equipment of any kind shall be returned without prior approval
and specific shipping instructions from North Supply.
9. RESTOCK CHARGE
Unless otherwise agreed, a restock charge will be assessed upon the return
of products because of buyer ordering error, when the product has suffered
damage while in buyer's possession, late cancellation of order, or when
assessed by the manufacturer.
10. ALTERATION OF TERMS AND CONDITIONS
No alteration or waiver of the terms contained herein shall be effective
unless such authorization or waiver is in writing signed by a duly
authorized North Supply officer.
11. PRESUMPTION AS TO AUTHORITY OF BUYER'S PERSONNEL
North Supply assumes and is entitled to rely upon the apparent authority of
all Buyer's employees and agents in placing orders under Buyer's account.
12. CHANGE OF BUYER'S NAME OR ADDRESS; REORGANIZATION
Buyer hereby agrees to notify North Supply's Credit Department in writing of
any changes of name or address, or of any corporate reorganization or change
of ownership which results in a change of name or location of the Buyer.
13. ACCEPTANCE OF SALES ORDERS
All sales are subject to acceptance and no sales are final until accepted by
North supply at its principal place of business: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇.
14. AUTHORIZATION FOR RELEASE OF INFORMATION
Buyer hereby authorizes all banks and suppliers listed in this Credit
Application to release information necessary to assist North Supply in the
establishment of a line of credit for Buyer's account.
Consideration for an increase or establishment of an open line of credit
will be given upon the receipt of this completed and signed application
accompanied by a current financial statement. Our credit investigation will
commence upon receipt of your initial order.
THE UNDERSIGNED hereby certify that they have read and agree to the above
terms and conditions of sale and certify that the information submitted is
true and correct and the financial statement truly and accurately reflects
the condition of the applicant.
________________________________________________________ ___________________________________________________________________
(Date) (President, Owner or Partners -- All Partner's signatures required)
___________________________________________________________________
(Chief Financial Officer)
Both signatures required, unless waived at the option of North Supply.
* * We are looking forward to serving your needs. * *
North Supply Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
NAMES OF BANKS
---------------------------------------------------------------------------------------
Bank Name Bank Contact Officer Branch Name
---------------------------------------------------------------------------------------
Street Address Phone No. Fax No.
( )
---------------------------------------------------------------------------------------
City State Zip Code Type of Account and Account No.
---------------------------------------------------------------------------------------
Credit Line Unsecured Secured Secured By
[ ] [ ]
---------------------------------------------------------------------------------------
Bank Name Bank Contact Officer Branch Name
---------------------------------------------------------------------------------------
Street Address Phone No. Fax No.
( )
---------------------------------------------------------------------------------------
City State Zip Code Type of Account and Account No.
---------------------------------------------------------------------------------------
Credit Line Unsecured Secured Secured By
[ ] [ ]
---------------------------------------------------------------------------------------
LIST OF PRINCIPAL SUPPLIERS
---------------------------------------------------------------------------------------
Name Account No.
---------------------------------------------------------------------------------------
Street Address Credit Line
---------------------------------------------------------------------------------------
City State Zip Code Unsecured Secured
[ ] [ ]
---------------------------------------------------------------------------------------
Phone No. Fax No. Secured By
( )
---------------------------------------------------------------------------------------
Name Account No.
---------------------------------------------------------------------------------------
Street Address Credit Line
---------------------------------------------------------------------------------------
City State Zip Code Unsecured Secured
[ ] [ ]
---------------------------------------------------------------------------------------
Phone No. Fax No. Secured By
( )
---------------------------------------------------------------------------------------
Name Account No.
---------------------------------------------------------------------------------------
Street Address Credit Line
---------------------------------------------------------------------------------------
City State Zip Code Unsecured Secured
[ ] [ ]
---------------------------------------------------------------------------------------
Phone No. Fax No. Secured By
( )
---------------------------------------------------------------------------------------
Name Account No.
---------------------------------------------------------------------------------------
Street Address Credit Line
---------------------------------------------------------------------------------------
City State Zip Code Unsecured Secured
[ ] [ ]
---------------------------------------------------------------------------------------
Phone No. Fax No. Secured By
( )
---------------------------------------------------------------------------------------
EXHIBIT E
TRAINING REQUIREMENTS
PROVIDED BY SONY
1st Quarter '97:
WHAT: PCS-5000 classes
WHEN: April 1997 -- TBA
HOW: Register via telephone to ▇▇▇▇▇▇ @ ▇▇▇-▇▇▇-▇▇▇▇
* Maximum seating in each class is 12, minimum is 6
* Call for additional information