Exhibit 10.5
PRODUCT STRATEGIC ALLIANCE AGREEMENT
THIS PRODUCT STRATEGIC ALLIANCE AGREEMENT ("Agreement") is made this 9th
day of March, 2005, by and among CustomQuest, Inc., an Ohio Corporation
("CustomQuest"), and Azonic Corp., a Nevada corporation ("Azonic").
A. Azonic has developed An AMPS Cellular Telephone Product (hereafter
defined). Azonic also holds a license in connection with the Product, and is the
owner of all rights, title, and interest in the Product.
B. CustomQuest has expertise in the areas of manufacturing, packaging,
distribution and marketing.
C. Azonic and CustomQuest desire to form a strategic alliance to
collaborate in the development, manufacturing, packaging, distribution and
marketing of the Product under the terms and conditions set forth in this
Agreement.
The parties agree as follows:
Definitions.
The following terms as used in this Agreement shall be defined as follows:
"AFFILIATE." An "Affiliate" shall mean any Person serving as the agent,
representative, subcontractor, or employee of the parties in connection with the
performance of any right or obligation hereunder.
"FCC LICENSE." FCC License shall mean license number P4F1100A issued by
the Federal Communications Commission to Azonic and designated as a "licensed
non-broadcast transmitter held to ear."
"ANALOG PRODUCT." Current Product using analog technology.
"DIGITAL PRODUCT." New Product to be co-developed using digital
technology.
"PERSON." Person shall mean an individual and shall also include trusts,
corporations, partnerships, limited liability companies, and other organizations
and entities.
"PRODUCT." Product shall mean the AMPS cellular telephone product
including the Cyclone Recyclable Cellular Phone, including all changes,
improvements, refinements and derivations thereto.
"PRODUCT INTELLECTUAL PROPERTY." Product Intellectual Property shall mean
(i) any patents and licenses required to manufacture, use and operate the
Product; (ii) any software required to use and operate the Product.
1. Scope of Agreement. CustomQuest shall have the exclusive right to
manufacture, package, distribute, market, and sell the Analog Product including
airtime minutes
for the Product in North America CustomQuest shall also have the exclusive right
to all potential sales generated by ▇▇▇▇ ▇▇▇▇▇▇▇.
a. CustomQuest shall negotiate for the services of ▇▇▇▇ ▇▇▇▇▇▇▇
as of March 31, 2005.
b. CustomQuest shall also have the exclusive right to all
potential sales generated by ▇▇▇▇ ▇▇▇▇▇▇▇.
c. CustomQuest shall acquire Azonic's inventory (including
finished products and parts) and tooling at Azonic's cost.
CustomQuest will only purchase Azonic's inventory for the
purpose of fulfilling CustomQuest's purchase orders.
d. Azonic shall retain exclusive rights to sell its Analog
Products to financial service providers. CustomQuest shall
have the right to sell Azonic's analog Products to all other
markets and industries.
e. All International markets outside of North America shall be
negotiated in the future on a specific market basis. Azonic
maintains its right to manufacture the Analog Product for
distribution outside North America.
2. Term. This Agreement shall be effective on the date set forth above and
shall continue for a period of one (1) year (the "Initial Term"). This Agreement
shall thereafter automatically renew for additional successive one (1) year
periods unless, at least six (6) months prior to the end of the Initial Term or
any renewal term, either party gives the other party notice of non-renewal. This
Agreement may also be terminated prior to end of the Initial Term or any renewal
term pursuant to Section 12.
3. Duties of Azonic. Azonic shall perform or cause to be performed through
its Affiliates each of the following duties during the term of this Agreement:
(a) Training and Specifications. Within fourteen (14) days after the
execution of this Agreement, Azonic shall provide training to CustomQuest
with respect to the Product and shall make the plans, specifications,
operating parameters and other technological information regarding the
Product ("Product Technical Information") available to CustomQuest.
(b) Consultation. Azonic shall consult with CustomQuest
concerning the manufacture of the Product, including introducing
CustomQuest to existing manufacturers of the Product and providing Product
Technical Information to manufacturers selected by CustomQuest and
approved by Azonic to manufacture the Product.
(c) Upgrades. Azonic shall keep CustomQuest and manufacturers
approved by Azonic informed as to changes and developments regarding the
Product, Product Technical Information and Product Intellectual Property
(as defined below) and shall provide CustomQuest upon request with written
materials or other information with
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respect thereto. CustomQuest acknowledges that Azonic may make changes and
improvements to the Product, Product Technological Information and Product
Intellectual Property and that Azonic shall retain all right, title, and
interest therein, without compensation to CustomQuest.
(d) Intellectual Property Development and Maintenance. Azonic shall
develop and maintain the Product Intellectual Property (as defined below)
as provided in this Agreement.
(e) Referrals. Azonic shall refer all Product sales production,
parts and distribution inquiries to CustomQuest, except as follows:
(i) Azonic shall have the right to purchase units of the
Product from CustomQuest for sale per the terms set forth in Exhibit
A, payable at net 30 upon demonstration of commercial credit
worthiness of the order.
(f) Cooperation. Azonic and CustomQuest shall communicate with each
other regarding sales leads and contacts to prevent duplication of
efforts.
(g) Compliance. Azonic shall maintain the FCC License, insure the
compliance of the Product Technical Information with the FCC License and
shall otherwise comply with all applicable laws, licenses and contracts
with third parties related to its performance under this Agreement.
4. Duties of CustomQuest. CustomQuest shall perform or cause to be
performed through its Affiliates each of the following duties during the term of
this Agreement:
(a) Manufacturing, Packaging and Distribution. CustomQuest shall
arrange, contract for and direct the manufacture, packaging and
distribution of all Product units sold pursuant to this Agreement. In
anticipation of substantial orders of the Product, CustomQuest shall
engage multiple manufacturers or create sufficient internal manufacturing
capabilities in order to fulfill orders for Product. Azonic shall have the
right to approve the manufacturer(s) of the Product selected by
CustomQuest. Such approval shall not be unreasonably withheld. CustomQuest
agrees to pay all travel related expenses for a representative of Azonic
to accompany CustomQuest on its facility inspection at the time the
manufacturer has been selected, and again to inspect the first order prior
to shipment. Azonic shall have the right to demand an accounting and proof
of payment to insure that the selected and approved manufacturer(s) has
been properly compensated by CustomQuest or otherwise.
(b) Upgrades. CustomQuest shall implement Product, Product
Technological Information and Product Intellectual Property developments
as soon as commercially reasonable when and as they are made by Azonic.
(c) Marketing and Promotion. CustomQuest shall arrange, contract for
and direct the marketing, advertising, sales and promotion of the Product
in the CustomQuest Market pursuant to this Agreement.
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(d) Tech Support. CustomQuest shall arrange, contract for and direct
any technical support for end-users of the Product to the extent required
under the terms of any order for the Product or otherwise in accordance
with the minimum requirements established by CustomQuest and approved by
Azonic. CustomQuest shall use its best efforts to respond to sales
inquiries within twenty-four (24) hours and work with the sales team of
Azonic and the potential customers with which they have worked.
(e) Use of Marks. CustomQuest shall ensure that all advertising and
promotional materials, signs, decorations and other items bearing the
Azonic Marks are done using the form, color, location, and manner
prescribed by Azonic and in accordance with this Agreement. Azonic will
require pre-approval, in writing, all uses of its ▇▇▇▇, and any and all
Advertising, Promotional Materials, and marketing materials that include
or reference the Product.
(f) Compliance. CustomQuest shall comply with all applicable laws
and contracts with third parties related to its performance under this
Agreement.
5. Product Intellectual Property.
(a) Azonic grants CustomQuest a non-exclusive, non-transferable
license to use the Analog Product Intellectual Property in connection with
this Agreement.
(b) Azonic represents that it has the right, title and interest to
the Product Intellectual Property, and may license others to use the
Product Intellectual Property.
(c) Azonic shall maintain the Product Intellectual Property rights
and shall file all necessary patent applications, registrations and other
documents and shall take all other commercially reasonable actions
necessary to preserve and protect the Product Intellectual Property and
permit its use in the manner contemplated by this Agreement.
(d) CustomQuest shall only use the Azonic Marks in connection with
this Agreement and only in the manner authorized and permitted by Azonic.
CustomQuest shall execute any documents reasonably requested by Azonic to
ensure protection for the Azonic Marks or to maintain their continued
validity and enforceability. CustomQuest acknowledges that Azonic is the
owner of all right, title, and interest in and to the Azonic Marks and the
goodwill associated with and symbolized by them and that any use of the
Azonic Marks by CustomQuest does not give CustomQuest any ownership, title
or interest in or to the Azonic Marks.
(e) Azonic reserves the right to substitute different proprietary
marks for use as the Azonic Marks at Azonic's sole discretion. Azonic
shall bear the costs of modifying CustomQuest's signs and advertising
materials, if required by Azonic, to conform to Azonic's new Marks, but
shall otherwise have no obligation or liability to CustomQuest as a result
of such substitution.
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(f) In the event Azonic sells or otherwise transfers the Product or
the Product Intellectual Property, such transfer shall not occur until and
unless Azonic assures that the purchaser or transferee shall be bound by
the terms of this Agreement.
(g) Payments to Azonic. CustomQuest shall pay Azonic a royalty fee
with respect to sales of the Analog Product of $1.00 US Funds per phone
sold (calculated and paid in accordance with this Section the "Royalty
Fee"). Payment of the Royalty Fee will be no later than the 25th of the
following month in which such Royalty Fee is earned.
(h) CustomQuest shall pay Azonic a royalty fee of $.01 to $.03 per
minute of airtime on Analog Products sold by CustomQuest. Airtime royalty
fee will also be paid no later than the 25th of the following month in
which such fee is earned. The royalty value will be determined when a
separate deal with CanQuest has been completed.
(i) Option. CustomQuest shall have the option to acquire up to
1,000,000 shares of Azonic common stock at a price of $0.10 per share on
or before March 15, 2005
6. Digital Products. Azonic and CustomQuest agree to jointly develop
Digital Technology Products with development costs equally shared by both
parties. A separate reciprocal Royalty Agreement between Azonic and CustomQuest
shall be drawn up along similar lines to the royalties agreed to in this Analog
Agreement
7. Reports and Records.
(a) General. CustomQuest shall maintain all financial records in
accordance with generally accepted accounting principles, consistently
applied ("GAAP"). CustomQuest shall prepare on a current basis, and
preserve for not less than three years, complete and accurate records
concerning Gross Sales and Net Sales and all financial, operating,
marketing and other aspects of the business conducted under this
Agreement. CustomQuest shall maintain an accounting system that fully and
accurately reflects all aspects of such business.
(b) Audit Rights. Azonic or its authorized agents may inspect and/or
audit, during business hours and upon not less than (thirty) 30 days'
notice, any or all of the records CustomQuest is required to maintain
pursuant to the terms of this Agreement. In the event the inspection or
audit discloses that the Royalty Fee has been understated for such audited
period, CustomQuest shall immediately pay to Azonic the amount by which
the payments due Azonic have been understated. Further, if the amount by
which such payments have been understated exceeds two percent (2%) of the
full amount due for the period (such period not to exceed one year), or if
the audit is required because CustomQuest has not strictly complied with
the provisions of this Section, CustomQuest shall pay Azonic, in addition
to all amounts due, the reasonable cost of the audit and inspection.
Azonic may require that the documents which CustomQuest is required to
prepare and deliver to Azonic be examined and reported on (in a form
satisfactory to Azonic) by an independent Certified Public Accountant
approved by Azonic.
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8. Insurance.
(a) Insurance Coverage. Each party shall maintain, at its own
expense, insurance with a reputable carrier of amounts and type that are
commercially reasonable for businesses of the type of the party, including
the following:
(i) Property and casualty insurance, including business
interruption coverage.
(ii) Comprehensive general liability and automobile insurance,
with limits of not less than $1,000,000 combined for bodily injury
or death and property damage with umbrella liability coverage of
$2,000,000 naming the other party, its affiliates and their
respective officers, directors and employees as additional insureds.
(iii) Workers Compensation or similar insurance in amounts
required by law.
(iv) Product liability insurance, with limits of not less than
$1,000,000 combined for bodily injury or death and property damage
with umbrella liability coverage of $2,000,000 naming the other
party, its affiliates and their respective officers, directors and
employees as additional insureds.
(b) Insurance Certificates. Contemporaneously with the execution of
this Agreement, annually during the term of this Agreement and at any time
when any change in the coverage required hereby is made by any party, as
to those insurance policies where the other party is an additional
insured, each party shall furnish the other with certificates from its
carriers naming the other party, its officers, directors and employees as
additional insureds and evidencing that the insurance required hereby is
in full force and effect. Such certificate shall also provide that no
policy required hereunder may be canceled or otherwise terminated by the
carrier except upon thirty (30) days' prior written notice to other party.
(c) Failure to Maintain: Right of Inquiry. If any party does not
obtain and maintain the insurance required by this Section, the other
party may procure such insurance on the party's behalf, and the party
failing to obtain and maintain its own insurance shall, on demand, pay all
cost or expense associated therewith. Each party or its insurer shall have
the complete right to discuss with the other party's carrier or any
claimant any and all claims pertaining to the policies under which the
party is an additional insured.
9. Representations and Warranties. Each party represents and warrants to
the other as follows:
(a) Organization and Authority. It is a duly formed legal entity
that is validly existing and in good standing under the laws of its
jurisdiction of organization and has the entity power and authority to
enter into this Agreement and perform its obligations
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hereunder. Its execution and delivery of this Agreement and the
performance of its obligations hereunder have been duly authorized by all
necessary entity action. Its execution of this Agreement and the
performance of its obligations hereunder do not conflict with or cause a
default under its organizational documents or any agreement or court order
to which it is a party or by which it or any of its assets may be bound.
This Agreement is a binding legal obligation, enforceable against the
party in accordance with its terms except as may be limited by principles
of equity or applicable law.
(b) Governing Documents. It has delivered correct and complete
copies of its organizational documents and any amendments thereto to the
other party. It has taken such measures as are necessary to implement the
provisions of this Agreement.
10. Confidentiality. During the term of this Agreement and for five (5)
years thereafter, neither party shall communicate, divulge or use for its own
benefit or for the benefit of any other Person any confidential information,
trade secrets, techniques, financial information and know-how ("Confidential
Information") of the other party (the "Disclosing Party") that is received by
the party (the "Receiving Party") in connection with this Agreement, subject to
the following:
(a) The Receiving Party may divulge the Disclosing Party's
Confidential Information only to the extent that such disclosure is
required by the Receiving Party's employees, agents, professionals and
representatives (collectively, "Representatives") to perform its
obligations under this Agreement. The Receiving Party shall require its
Representatives to execute a Confidentiality Agreement in a form agreed
upon by the parties prior to the disclosure of any Confidential
Information.
(b) The foregoing restrictions shall not apply to information that
is in the public domain through no breach of Receiving Party of its
confidentiality obligations, or is known to the Receiving Party
independent of communications from the Disclosing Party.
(c) The Receiving Party may disclose the Disclosing Party's
Confidential Information to the extent required to do so by law, so long
as the Receiving Party notifies the Disclosing Party as soon as reasonably
practicable after receiving any subpoena or similar demand seeking
disclosure of the Confidential Information and cooperates in any efforts
that the Disclosing Party makes, at the Disclosing Party's cost, to obtain
a protective order or other relief with respect to disclosure of the
Confidential Information.
Any failure to comply with this Section would result in irreparable injury to
Disclosing Party for which no adequate remedy at law may be available.
Therefore, the Disclosing Party shall be entitled, in addition to any other
remedies which it may have hereunder at law or in equity, to obtain specific
performance of or an injunction against the violation of the requirements of
this Section, without the necessity of showing actual or threatened damage and
without being required to furnish a bond or other security.
11. Assignments. The rights and duties set forth in this Agreement are
personal to the parties and have been entered into in reliance upon the business
skill, financial capacity and
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technological skills of the parties. Accordingly, except as provided in this
Agreement, no party may sell, assign, transfer, convey, give away, pledge,
mortgage or otherwise encumber any direct or indirect interest of this Agreement
without the prior written consent of the other party.
12. Termination.
(a) A party may terminate this Agreement upon the occurrence of a
"Material Breach" of the other party. A party shall be in Material Breach
of this Agreement if:
(i) The party defaults in the performance of any provision of
this Agreement and fails to cure such default within thirty (30)
days after receipt of written notice thereof;
(ii) The party terminates this Agreement without cause;
(iii) The party defaults (as set forth above) more than two
(2) times in any twelve (12) month period, regardless of whether
there has been a cure;
The party discloses Confidential Information contrary to the limitations set
forth in Section 13 of this Agreement;
(b) Effect of Termination. Upon termination:
(i) CustomQuest agrees to pay to Azonic or its Affiliates
within ten (10) days after the effective date of termination such
Royalty Fees that are then unpaid, and cease to manufacture, market,
sell and distribute as defined in the Agreement.
(ii) Each party will cease using any Confidential
Information of the other and will, upon demand, promptly return all
of such Confidential Information to the other party.
(iii) All obligations of Azonic and CustomQuest that expressly
or by their nature survive the expiration or termination of this
Agreement shall continue in full force and effect subsequent to and
notwithstanding its expiration or termination and until they are
satisfied in full or by their nature expire.
13. Notices. All notices, elections, offers, acceptances, consents and
other communications permitted or required to be made under this Agreement shall
be in writing and shall be hand delivered or sent by express courier service,
cost prepaid, or by facsimile to the following addresses:
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(a) If to Azonic: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, CEO
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇
with a copy to: Wuersch & ▇▇▇▇▇▇ LLP
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
(b) If to CustomQuest:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other Person(s), telex or facsimile number(s) or address(es) as the
party to receive any such communication or notice may have designated by written
notice to the other party. Any notice delivered by a facsimile or similar means
shall be confirmed by a hard copy delivered as soon as practicable thereafter.
The effective date of any notice shall be (i) the date of the addressee's
receipt, if delivered by hand or express courier on a business day or, if not,
the date of the first business day after receipt; or (ii) the date of receipt if
received by 5:00 p.m. local time on a business day or, if not, the first
business day after receipt, if sent by facsimile.
14. Relationship of the Parties. This Agreement does not create a
fiduciary relationship between the parties. The parties are independent
contractors, and nothing in this Agreement is intended to constitute either
party as an agent, legal representative, subsidiary, joint venturer, partner,
employee, employer, joint employer, enterprise or servant of the other for any
purpose whatsoever. Neither party has the authority to make any contract,
agreement, warranty, or representation on the other's behalf, or to incur any
debt or other obligation in the other's name. No party shall be deemed liable by
reason of any act or omission of the other party in the conduct of the other
party's business pursuant to this Agreement, or for any claim or judgment
arising therefrom.
15. Affiliates. Each party may perform its obligations through one or more
Affiliates. Each party shall cause its Affiliates to comply with the terms of
this Agreement. An Affiliate of a party shall be considered that parties' agent
for purposes of enforcing any provision of this Agreement.
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16. Indemnification.
(a) Matters Indemnified. Each party (as the context may require the
"indemnifying party") agrees that it shall indemnify and hold harmless the
other and the other's managers, members, directors, officers, employees
and agents (each an "indemnified party") from and against any and all
damages, losses, expenses, costs, obligations and liabilities
(collectively, "Loss and Expense"), suffered, directly or indirectly, by
the indemnified party by reason of, or arising out of or in connection
with:
(i) any claim by any third party relating to the indemnifying
party's acts or failure to act in connection with any duty of the
indemnifying party under this Agreement.
(b) Insurance. If any event occurs that would otherwise entitle an
indemnified party to assert a claim for indemnification hereunder, no Loss
and Expense shall be deemed to have been sustained by such party to the
extent of any proceeds received by such party from any insurance policies
with respect thereto.
(c) Notice of Loss and Expense. If an indemnified party believes
that it has suffered or incurred any Loss and Expense, it shall notify the
indemnifying party promptly in writing describing such Loss and Expense
with reasonable particularity and containing a reference to the provisions
of this Agreement in respect of which such Loss and Expense shall have
occurred. Without limiting the scope or application of the other
paragraphs of this Section, the indemnifying party shall have the right to
eliminate or mitigate its indemnification obligation by effecting a cure
of any breach of this Agreement (if susceptible of cure) within thirty
(30) days after any such notice, provided, that the proposed cure is
reasonably acceptable to the indemnified party.
(d) Third Party Claims. If any legal action is instituted, or
threatened in writing, by a third party with respect to which an
indemnified party intends to claim any liability or expense as Loss and
Expense under this Section, such indemnified party shall promptly notify
the indemnifying party of such legal action or written threat, but the
failure to so notify the indemnifying party shall not relieve such
indemnifying party of its obligations under this Section, except to the
extent such failure to notify prejudices such indemnifying party's ability
to defend against such legal action or materially adversely affects the
indemnifying party's rights to eliminate or mitigate under paragraphs(c)
and (e) of this Section.
(i) The indemnifying party shall have the right to conduct and
control, through counsel of its own choosing, reasonably acceptable
to the indemnified party, any third-party legal action or other
claim, but the indemnified party may, at its election, participate
in the defense thereof at its sole cost and expense. However, if the
indemnifying party fails to timely defend any such legal action or
other claim, then the indemnified party may defend, through counsel
of its own choosing, such legal action or other claim, and settle
such legal action or other claim and to recover the amount of such
settlement or of any judgment and the reasonable costs and expenses
of such defense.
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(ii) The indemnifying party shall not compromise or settle any such
legal action or other claim without the prior written consent
of the indemnified party, which consent shall not be
unreasonably withheld, delayed, conditioned or denied if the
terms and conditions of such compromise or settlement proposed
by the indemnifying party and agreed to in writing by the
claimant in such legal action or other claim (the "Settlement
Proposal") (A) include a full release of the indemnified party
from the legal action or other claim that is the subject of
the Settlement Proposal, and (B) do not include any term or
condition that would restrict in any material manner the
operation of the indemnified party's business.
17. Miscellaneous.
(a) No Waiver. Neither failure of any party to exercise any power
reserved to it by this Agreement or to insist upon strict compliance with
any obligation or condition hereunder, nor custom or practice of the
parties at variance with the terms hereof, shall constitute a waiver or
estoppel of the party's right to demand exact compliance with any of the
terms herein. Waiver of any particular default shall not affect or impair
any party's rights with respect to any subsequent default of the same,
similar or different nature.
(b) Severability. If for any reason, any portion, section, part,
term or provision is determined to be invalid and contrary to, or in
conflict with, any existing or future law or regulation by a court or
agency having valid jurisdiction, such invalidity shall not impair the
operation of or have any other effect upon such other portions, sections,
parts, terms and provisions of this Agreement as may remain intelligible,
and the latter will continue to be given full force and effect and bind
the parties hereto; and said invalid portions, sections, parts, terms or
provisions shall be deemed not to be a part of this Agreement.
(c) References. All captions in this Agreement are intended solely
for the convenience of the parties, and none shall be deemed to affect the
meaning or construction of any provision hereof. All references herein to
the masculine, neuter, or singular shall be construed to include the
masculine, feminine, neuter, or plural, where applicable. "Including" and
"includes" are used as words of illustration and not of limitation.
18. Entire Agreement. This Agreement, the documents referred to herein,
and the Exhibits hereto constitute the entire, full and complete agreement
between the parties concerning the subject matter hereof and shall supersede all
prior agreements. No amendment, change or variance from this Agreement shall be
binding on either party unless mutually agreed to by the parties and executed in
writing. This Agreement may be executed in several parts, and each copy so
executed shall be deemed an original. THERE ARE NO WARRANTIES, EXPRESS OR
IMPLIED, BETWEEN THE PARTIES OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS
AGREEMENT.
19. Applicable Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Ohio without regard to its conflict of
law provisions. The parties agree that any legal or equitable claims, debts, or
obligations arising from any term of this
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Agreement shall be brought in the Sixth Judicial Circuit in and for ▇▇▇▇▇▇▇▇
County, Ohio, and in no other court. The parties further agree that the Sixth
Judicial Circuit Court shall have personal jurisdiction over the parties, and
that venue shall be appropriate in such Court.
20. Time is of the Essence. The parties recognize that time is of the
essence for the execution of this Agreement. Unless this Agreement is executed
by both parties no later than __________Daylight Time on________, then this
Agreement shall be void and of no force and effectIN WITNESS WHEREOF, the
parties have caused this Agreement to be executed by their duly authorized
representatives as of the day and year first above written.
CUSTOMQUEST, Inc.
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Pres.
---------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President
AZONIC CORP.
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
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EXHIBIT A
PRODUCT PRICING POLICIES FOR AZONIC MARKET
1. Product Cost. Azonic will be allowed to purchase Product from CustomQuest
for direct sale to its approved customer accounts sold under terms of this
Agreement. Price paid by Azonic will be the lower of 1) the maximum
wholesale price listed in this Exhibit, or 2) the lowest wholesale selling
price "most favorable price" for Product (listed below) sold by
CustomQuest to its other customers, subject to verification through audit
under terms set forth in this Agreement. The price paid by Azonic for each
unit of Product includes all standard components, three (3) Duracell
CopperTop batteries and a User Guide, packaged in standard retail
packaging mutually agreed upon by the parties. Selling price also includes
the cost to ship to Azonic' main distribution facilities. The maximum
handset wholesale selling price set forth in this Agreement is:
Handsets:
911+ Emergency Cell Phone (AMPS-Rev1) TBD
Cyclone Recyclable Cell Phone (AMPS-Rev1) TBD
Cyclone Refresh Cards:
TBD
2. Purchase Quantities and Requirements. Orders for handsets shall be in
quantities as set forth in standard retail Master Packs. Master Packs
currently consist of six (6) handsets. The number of handsets in a Master
Pack may be changed by agreement of the parties. There will be no maximum
quantity constraints, or other limitation to the quantity of Product that
may be purchased by Azonic from CustomQuest at the price set forth in this
Exhibit.
NOTE: This Agreement covers selling price on the current Rev 1 design. Once the
Rev 2 design is completed, CustomQuest and Azonic will agree on selling price
for the Rev 2 design handset models at that time. Price listed is exclusive of
handset royalty payments due under terms of the Agreement.
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