EXHIBIT 10.3
This Agreement dated for reference September 3, 2003
BETWEEN:
YzApp Solutions Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇.▇.
▇▇▇ ▇▇▇
------------------------
("Principal")
AND:
▇▇▇▇▇ Group
▇▇▇▇▇ ▇▇▇-▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
------------------------
("▇▇▇▇▇ Group")
Whereas the Principal wishes to market the following product/service:
YzApp Solutions Inc. has developed a new generation of credit application,
the Intelligent Credit Application(C) (ICA). The ICA interacts with the
borrower and the seller early in the application process in order to
improve the information flow to the lender. The ICA creates "mass
customisation" of the application process for the benefit of buyers,
sellers and lenders.
The Principal offers this agreement to cover the development and sale of a
customized version of the ICA for new and used Bombardier recreational equipment
dealers in Canada. Recreational Equipment (RE) for the purposes of this
agreement, is a term meant to cover all terrain vehicles, snowmobiles, personal
watercraft as well as motorcycles.
And whereas ▇▇▇▇▇ Group is prepared to partially pay for the software
customization or guarantee revenue and use their contacts to initiate sales and
help establish a network of clients for the service.
It is agreed as follows:
(1.0) Activity: ▇▇▇▇▇ Group shall use commercially reasonable efforts to
initiate sales for the product. ▇▇▇▇▇ Group will offer products only at pricing
approved in advance by the Principal.
(2.0) Materials Provided: The Principal shall assist ▇▇▇▇▇ Group in generating
sales by providing technical support, marketing material and other support as
requested by ▇▇▇▇▇ Group.
(3.0) Client Support: The Principal will provide the same training and support
to new users of the product introduced by ▇▇▇▇▇ Group as for any other of the
Principal's clients.
Page 1 of 4
(3.1) General and Technical Support: In consideration of ongoing commissions
outlined in Clause Four (4.0) of this agreement, the Principal agrees to provide
9 am to 5 p.m. Pacific Standard Time, Monday to Friday, (excluding statutory
holidays) technical and general customer support for the Principal's products,
for all clients outlined in Clause Four (4.0). If required on site support will
be provided to customers within 48 hours Monday to Friday, and within reasonable
period on weekends and holidays, although these site visits may be invoiced at
an hourly rate to either ▇▇▇▇▇ Group or the customer.
(4.0) Fees and Commissions: For Clients designated as Tier One - Individual
Bombardier Dealers, shall pay a fee of $150 per month per dealer plus applicable
taxes, and a one time set up fee of $450.00.
For clients designated as Tier One - Non-Bombardier Dealers, ▇▇▇▇▇ Group shall
pay a fee of $150 per month per dealer plus applicable taxes. After an
introductory period it is expected that Tier One - Non-Bombardier Dealers will
be charged on a different pricing structure than Bombardier Dealers.
For Clients designated as Tier Two Dealers' Associations or businesses that
re-sell the products of the Principal to dealers, the Principal shall pay a
commission of 10% on the first year gross revenues arising from clients
initiated by ▇▇▇▇▇ Group
Clients, either Tier 1 or Tier 2, introduced to the Principal by ▇▇▇▇▇ Group,
and whom ▇▇▇▇▇ Group does not personally complete the sale, but those clients do
enter into a contract with the Principal, will earn ▇▇▇▇▇ Group a $250 finder's
fee.
(4.1) Profit Sharing: As of September 31, 2004 and as long as 604757 has signed
over 150 dealers a 5% commission/profit sharing will commence on the monthly
revenue received from clients described in 4.0 as Bombardier or Tier One -
Non-Bombardier Dealers.
(4.2) Prospects which May be Solicited: ▇▇▇▇▇ Group will notify the Principal by
fax or email of non-Bombardier prospects initiated by ▇▇▇▇▇ Group and provide
all relevant contact and other information to allow the Principal to maintain
appropriate records. ▇▇▇▇▇ Group can approach any prospect in the new/used
recreational equipment retail sales industry in Canada.
(4.3) Date of Payments: Both the Principal and ▇▇▇▇▇ Group will pay by cheque or
direct deposit all fees and commissions due and payable, on the 15th of every
month on all fees and commissions accrued the previous month.
(4.4) Transaction Currency: All revenues earned in CDN dollars shall be paid in
CDN dollars.
(5.0) Auditing: The Principal shall make available upon request, starting at the
contract date, statements relevant to calculation of fees owed by ▇▇▇▇▇ Group
and to provide enough information for auditing purposes. ▇▇▇▇▇ Group shall have
the right to inspect client lists for auditing purposes. ▇▇▇▇▇ Group in turn
will maintain a database in Maximizer format (or other CRM system) of all
contacts made in relations to the Principal's services. The Principal or its
appointed agent will make this database available at any time for inspection.
Also, the database will supplied in its' entirety to the Principal if or when
this agreement is terminated.
Page 2 of 4
(6.0) Term: This agreement is meant to provide the basis of an ongoing and long
term relationship between the Principal and ▇▇▇▇▇ Group Therefore the term of
the agreement is one (1) year from the Reference date, and will renew annual for
one (1) year terms thereafter unless specifically terminated by either party.
Termination of the agreement can take place at any time by either party, by the
provision of a letter stating the decision to terminate, and unless otherwise
stated, will be effective as of the delivery date of said letter, it being
delivered by registered mail or by courier.
(7.0) General Provisions: If any provisions in this agreement are found to be
void or invalid it will not affect the balance or the spirit of the agreement.
(8.0) Assignment: ▇▇▇▇▇ Group can not assign this agreement without the written
approval of the Principal.
(9.0) Confidentiality: In the capacity as Consultant and therefore an agent of
the Principal, ▇▇▇▇▇ Group will have access to and will be entrusted with
confidential information of the Principal. Confidential information includes
information relating to the Principal's business, financial affairs, commission
and pricing structures, and technology, as well as client, prospect, and
supplier lists. Therefore, it is agreed that ▇▇▇▇▇ Group will not use or
disclose during or after the termination of the agreement, any such confidential
information except, as may be necessary, in the discharge of his duties under
this agreement.
(10.0) Noncompetition: In the event that this agreement is terminated with the
Principal, ▇▇▇▇▇ Group agrees not to create or participate in the creation of
products that would directly compete with the Principal in its given area of
business, in particular and not by way of limitation, expert system enhanced
credit application software, for a period of one year after the termination of
this agreement.
(11.0) Assignment of Innovations. While this agreement between ▇▇▇▇▇ Group and
the Principal is in place, ▇▇▇▇▇ Group may be engaged at times in developing
technical solutions for the ICA service, such as computer software and
electronic commerce configurations. It is understood that such solutions and
innovations created or possibly created are the property of the Principal.
(12.0) Disputes: If any dispute arises with respect to this agreement, ▇▇▇▇▇
Group and the Principal will attempt to resolve the dispute; failing that, any
such dispute will be referred to a lawyer jointly chosen by ▇▇▇▇▇ Group and the
Principal and arbitration will be undertaken pursuant to the Commercial
Arbitration Act.
This agreement shall by governed by the laws of the Province of British
Columbia.
Page 3 of 4
SAWAKA HOLDINGS COMPANY LIMITED YZAPP SOLUTIONS INC.
/s/ ▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------- --------------------
(ACCEPTED BY - SIGNATURE) (ACCEPTED BY - SIGNATURE)
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------- --------------------
(PRINT NAME) (PRINT NAME)
Page 4 of 4