CONFIDENTIAL TREATMENT REQUESTED BY IQROM COMMUNICATIONS, INC.
Exhibit 10.13
DATED 25th January 2001
(1) IQROM COMMUNICATION INC
and
(2) JVC DISC AMERICA COMPANY
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INTRODUCTION AGENCY AGREEMENT
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TABLE OF CONTENTS
1. INTERPRETATION.............................................................1
2. APPOINTMENT................................................................2
3. DUTIES OF JVC............................................................218
4. DUTIES OF IQROM............................................................2
5. MANUFACTURE OF CD-US.......................................................3
6. INTELLECTUAL PROPERTY RIGHTS...............................................3
7. COMMISSION 3
8. COMMENCEMENT AND TERM......................................................4
9. EFFECTS OF TERMINATION.....................................................4
10. GENERAL CONDITIONS.........................................................4
CONFIDENTIAL TREATMENT REQUESTED BY IQROM COMMUNICATIONS, INC.
THIS AGREEMENT is made the 25th day of January 2001
BETWEEN:
(1) IQROM COMMUNICATIONS, INC. of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇
("IQROM"); and
(2) JVC DISC AMERICA COMPANY, a division company of JVC AMERICA, INC. of #▇ ▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇. ("JVC").
WHEREAS:
(A) IQROM has entered into an agreement to acquire and to sell CD Cards
worldwide purchased from Diskxpress.
(B) IQROM has the exclusive License from iOra Limited to sell Soft CDTM
worldwide.
(C) IQROM has established a new CD format known as CD-U utilising Soft CDTM
incorporated into either a standard CD-Rom or a CD-Card.
(D) JVC through its global network has customers to whom JVC would be willing to
introduce CD-Us for manufacture by JVC as to CD-U disks (including 5 inch
discs and CD-Cards) and by IQROM as to CD-Cards.
(E) IQROM and JVC now wish to enter into an agreement whereby JVC will introduce
customers to IQROM for CD-Us and other products and services supplied by
IQROM and IQROM will pay a commission to JVC on sales generated by such
customers.
NOW IT IS HEREBY AGREED AS FOLLOWS:
1. INTERPRETATION
1.1 In this Agreement unless the context otherwise requires:
"CD-U" means any storage product which utilizes CD technology or DVD
technology which either:
(a) contains a copy of iOra Client whose purpose is to allow any part of the
content of the storage to be updateable by an iOra SoftCD Publisher
(excluding CDs which contain a copy of iOra Client Software which are
being used for any non-SoftCD product e.g. iOra Mobile Intranet); or
(b) contains a SoftCD publication;
CONFIDENTIAL TREATMENT REQUESTED BY IQROM COMMUNICATIONS, INC.
"Customer" means a potential buyer of CD-Us and/or Products introduced by
JVC to whom IQROM sells CD-Us as a result of such introduction;
"Month" means each calendar month during the term of this Agreement;
"Products" means any products and services supplied by IQROM other than
CD-U, excluding the products and services supplied by JVC;
"Territory" means worldwide.
1.2 The singular shall include the plural and vice versa; references to any
gender shall include all genders and references to persons shall include bodies
corporate, partnerships and unincorporated associations.
1.3 Headings herein are inserted for ease of reference only and shall not affect
the construction of the clause to which they relate.
2. APPOINTMENT
2.1 IQROM hereby appoints JVC, subject to the terms and conditions hereof, as
IQROM's non-exclusive introduction agent for the purpose of:
(a) obtaining enquiries from potential buyers of CD-Us and Products within
the Territory;
(b) providing to IQROM all relevant details in relation to such enquiries so
that IQROM may negotiate the sale of and sell CD-Us and Products to such
persons.
2.2 IQROM reserves to itself the right to appoint other introduction agents,
sales representatives and distributors within the Territory and to solicit
orders from any person and to promote sales of the CD-Us in the Territory.
3. DUTIES OF JVC
3.1 JVC shall:
(a) [Confidential Information filed separately with the Securities and
Exchange Commission];
(b) [Confidential Information filed separately with the Securities and
Exchange Commission].
CONFIDENTIAL TREATMENT REQUESTED BY IQROM COMMUNICATIONS, INC.
3.2 JVC shall not:-
(a) [Confidential Information filed separately with the Securities and
Exchange Commission];
(b) [Confidential Information filed separately with the Securities and
Exchange Commission];
(c) [Confidential Information filed separately with the Securities and
Exchange Commission];
(d) assign or transfer its rights or obligations hereunder and shall not
appoint any sub-agent except with the express written consent of IQROM.
4. DUTIES OF IQROM
IQROM shall at its cost:
4.1 negotiate agreements with Customers, shall be responsible to Customers after
acceptance of introduction of Customers from JVC and indemnify and hold JVC
harmless from any claims or damages arising from such introduction.
4.2 provide JVC with training to enable JVC to understand the technology behind
CD-U, Products and its applications;
4.3 provide JVC with the necessary sales material to enable its sales force to
promote CD-Us and the Products to its customers;
4.4 within 14 days after the end of each Month supply JVC with details of all
orders for CD-Us and Products which IQROM received from Customers in that Month.
5. MANUFACTURE OF CD-US
5.1 IQROM shall order its requirements for the manufacture of CD-Us from JVC in
respect of orders for CD-Us from Customers located in the United States of
America and Japan at a price and on terms to be agreed for each order and for
the purposes of such orders IQROM will license JVC to use Soft-CD(TM) on terms
to be agreed.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 JVC shall not acquire any rights in respect of any names or marks of IQROM
or any company within the same group of companies as IQROM.
CONFIDENTIAL TREATMENT REQUESTED BY IQROM COMMUNICATIONS, INC.
6.2 If JVC shall in any way acquire any such rights as referred to in sub-clause
6.1 above JVC shall immediately inform IQROM and shall forthwith take such steps
as may be required by IQROM to assign such rights or vest such title in IQROM.
6.3 After the termination of this Agreement and accompanying agreements JVC
shall not use names or marks used by IQROM or any words so nearly resembling
such names or marks as to be likely to cause confusion or deception and will
ensure that its servants agents or officers will also not use any such name,
▇▇▇▇ or word. Nor will JVC after termination, represent itself in any way as
being or having been connected with IQROM or its business without the prior
written consent of IQROM.
7. COMMISSION
7.1 In consideration of the obligations undertaken or agreed to be undertaken by
JVC hereunder IQROM will during the term of this Agreement pay JVC a commission
("the Commission") of:
(a) [Confidential Information filed separately with the Securities and
Exchange Commission]; and
(b) an amount to be agreed in respect of Products.
7.2 The Commission shall be paid within 14 days of the end of the Month in which
the relevant CD-Us were ordered by Customers.
7.3 IQROM shall not deal with any inquiries for CD-Us and Products received
direct from Customers inside the Territory unless JVC agrees to.
8. COMMENCEMENT AND TERM
This Agreement shall commence on the date hereof and shall continue
[Confidential Information filed separately with the Securities and Exchange
Commission] unless determined by either party by giving to the other not
less than three (3) months notice in writing prior to the expiration of the
then current or renewal term.
IQROM and JVC shall execute confidentiality agreement with IQROM's Customers
introduced by JVC, which agreement shall [Confidential Information filed
separately with the Securities and Exchange Commission].
CONFIDENTIAL TREATMENT REQUESTED BY IQROM COMMUNICATIONS, INC.
9. EFFECTS OF TERMINATION
9.1 JVC shall be entitled to Commission on orders for CD-Us or Products received
from Customers for three (3) years after the termination of this Agreement.
9.2 JVC hereby reserves any right to compensation that would otherwise be
payable to JVC by reason of termination of this Agreement.
9.3 The termination of this Agreement (for any reason) shall be without
prejudice to any rights or obligations which shall have accrued prior to such
termination and shall not destroy or diminish the binding force of any of the
provisions of this Agreement which are expressly provided to come into force or
continue in force after such termination.
9.4 Neither party shall be liable to the other for loss or damage arising from
termination of this Agreement except as expressly set out herein.
10. GENERAL CONDITIONS
The following general conditions apply to this Agreement.
10.1 This Agreement shall be governed by and construed in accordance with law of
States of New York. IQROM hereby submits to the non-exclusive jurisdiction of
the English courts and JVC hereby submits to the non-exclusive jurisdiction of
the courts in the State of New York.
10.2 This Agreement shall not be valid until signed by duly authorised officers
on behalf of each party. No deletion, addition or amendment to any part of this
Agreement shall be binding upon the parties unless made in writing and signed by
duly authorised representatives of each of the parties.
10.3 All previous agreements and arrangements that JVC has entered into with
IQROM pertaining to the solicitation of orders for CD-Us in the Territory are
hereby cancelled and entirely superseded by this Agreement but without prejudice
to any claims accruing to either party thereunder.
10.4 This Agreement embodies the entire understanding of the parties with
respect to the subject matter hereof and there are no conditions, warranties,
terms, representations, collateral contracts, promises or other obligations
whether written, oral or implied other than those contained expressly herein.
10.5 Nothing herein contained shall constitute a partnership between IQROM and
JVC.
CONFIDENTIAL TREATMENT REQUESTED BY IQROM COMMUNICATIONS, INC.
10.6 The complete or partial invalidity or unenforceability of any provision of
this Agreement for any purpose shall in no way affect the validity or
enforceability of such provision for any other purpose or the remaining
provisions hereof.
10.7 This Agreement shall be binding on the parties hereto their respective
successors and permitted assigns, heirs and/ or legal representatives.
10.8 The waiver or forbearance or failure of a party in insisting in any one or
more instances upon the performance of any provisions of this Agreement shall
not be construed as a waiver or relinquishment of the party's rights to future
performance of such provision and the other party's obligation in respect of
such future performance shall continue in full force.
10.9 Any notice required to be given hereunder shall be sufficiently given if
delivered personally or sent by fax or registered first class post to the
address of the party to be notified as shown above or such other address as such
party may have supplied in writing to the other. A notice shall be deemed to be
served when delivered if hand delivered, upon receipt if sent by fax and seven
(7) days after despatch if sent by international registered post.
AS WITNESS whereof this Agreement has been entered into the day and year first
before written.
Signed by ▇▇▇ ▇▇▇▇ )
for and on behalf of ) /s/ ▇▇▇ ▇▇▇▇
IQROM COMMUNICATIONS INC )
)
Signed by Kouichi Yamane )
for and on behalf of ) /s/ Kouichi Yamane
JVC DISC AMERICA COMPANY )