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EXHIBIT 10.5
Memorandum of Understanding
BETWEEN
BNT Inc.
AND
COi Solutions, Inc.
THIS ASSOCIATE AGREEMENT made as of the 16th day of October, 1999.
BETWEEN:
COi Solutions, Inc., a Company duly incorporated under the laws of
the United States of America, with its head office in the City of Las
Vegas in the State of Nevada, and the company's subsidiaries,
designates and associates, specifically including ▇▇▇▇▇▇▇▇▇▇.▇▇▇ Inc.,
a company incorporated in the state of Nevada.
("COi") OF THE FIRST PART
AND:
BNT Inc., a Company duly incorporated under the laws of The
Bahamas. ("BNT") OF THE SECOND PART
WHEREAS COi is engaged in providing services which enable our
customers to access and interact with their customers, anywhere,
anytime. COi designs, builds and operates companies/organizations that
do their global business over the Internet or private Intranets. COi
is focused on four industry sectors: healthcare, retail, travel &
tourism, and telecommunications. Currently, COi is engaged in building
a number of "start up" organizations, however, we also do enhancement
projects with medium and large businesses.
AND WHEREAS BNT professes an expertise in working with business
and government organizations in over 140 countries around the world.
These relationships are primarily through the Worldwide ▇▇▇▇▇▇▇▇ of
Commerce, the World Bank and the United Nations Committee for Trade and
Development. BNT also has a focus on expansion of the internet and the
promotion of Electronic Commerce, Digital Certification for trade
activities and other Internet based services.
THIS AGREEMENT WITNESSES that BNT agrees to Associate with COi for
the purpose of providing business development services to bring
international projects to COi which will utilize COi expertise,
facilitation skills, program management skills, systems and services to
streamline and electronically enable the operations of BNT's clients.
BNT will introduce clients to COi, upon the following terms and
conditions;
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1. ROLES AND DELIVERABLES
A. In conjunction with COi, BNT will perform the following
functions:
(1) Assist COi to establish an international marketing plan,
including specific target markets by geography, industry
and business attributes (e.g. size, structure, etc.),
and the development of marketing collateral material to
suit the designated target markets.
(2) Identify specific international business clients in
around the world that would be good candidates for COi
consultative services in building sophisticated
marketing, commerce and customer support oriented web
sites and supporting networks and applications for these
clients.
(3) Meet with these clients to promote COi and its services,
then qualify them and assist in completing contract
negotiations between COi and these prospective clients.
(4) Work with COi to determine additional information
products that could be created by COi for distribution
by BNT.
(5) Work with COi and other strategic suppliers (e.g.
information technology or healthcare), as they are
identified, to co-design new electronic services. This
could involve assisting in performing the market
analysis, determining the scope and business case for
the opportunity, creating the design specifications and
workflow processes, identifying the technology
requirements (where appropriate), creating the marketing
and pricing plan, the building of a prototype service,
determining market response to the prototype, and
participating in establishing the operational service
for delivery to specified markets.
(6) Assist COi in generally promoting COi as a new emerging
company in the business of developing electronic
services, and focused on becoming an industry leader on
a global scale. This promotion would be done through
attending trade shows, providing testimonials and
attending other promotional events. As an Alliance
Partner, the BNT brand would be promoted at these
events. BNT would be responsible for all expenses
incurred by its people in attending these events. These
expenses will typically exclude COi collateral marketing
materials and the corporate trade show registration
fees.
(6) Support the development of other agreed to markets
around the world.
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(7) Collaborate on the development of other opportunities
through reviewing both organizations' competencies and
contacts. Based on this review, both organizations
could propose joint development projects for approval by
both organizations, and then managed by a joint senior
steering committee.
(8) Accept accountability and then contribute resources,
based on the aligned Statement of Work contained in
Schedule A.
B. In the event that BNT or COi desire to change the scope of
work as is set out above, then in such event the following
shall occur:
(1) Both parties shall agree in writing to any amendment to
either a segment of paragraph 1 (a) or the insertion of
a new segment; through the modification of the attached
Statement of Work / Deliverable Results (Schedule A)
that defines the detailed events and costs for each
phase of the overall project. This Statement of Work /
Deliverables will be co-developed by COi and BNT.
(2) Remuneration levels / revenue sharing formulas will be
periodically reviewed and revised in accordance with the
revised scope of work proposed.
2. BNT OBLIGATIONS
BNT shall ensure at all times that COi has access to such
information, employees of BNT, partners, vendors and related
organizations of BNT or any other personnel involved in the projects as
set out in Item 1. or the Statement of Work (Schedule A), and as may be
required by COi to perform the activities as set out in Item 1. or the
Statement of Work (Schedule A).
3. DURATION OF THIS AGREEMENT
The duration of this agreement is two years, with the ability to
negotiate longer timeframes and renewals after a period of one year.
4. BNT / COi REVENUES AND DEVELOPMENT COSTS
Revenues and development costs for BNT and COi will be negotiated
for each contracted project.
5. COi ALLIANCE PARTNER BENEFITS TO BNT
The following is a brief summary of the components, capabilities
and benefits of being a COi Alliance Partner, which would apply to BNT:
A. Use of the COi Brand Name (and affiliated organizations) to
associate with the BNT Organization identity and BNT
services.
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B. The BNT corporate identity will be referenced on the COi
Marketing Websites and on other web presence locations (e.g.
Portals which COi are associated with or subscribe to).
C. The COi Websites will provide a hyperlink to one BNT
designated Website (including addressing appropriate
performance levels through mirrored sites around the world,
etc.).
D. Participation / Invitations for Conferences (e.g.
International Trade or Healthcare Conferences). This includes
BNT corporate brand visible in COi presentations, press
releases, demonstration facilities, hospitality suites, and
trade show booths. This also includes attendance at
conference roundtables, and workshops where applicable.
E. Participation in the charitable foundation established to
promote the development of affordable electronic services to
disadvantaged peoples around the world.
F. Access to other COi Alliances (eg. TeleMedica Group, etc.),
for the purposes of co-developing new products and services,
or establishing new markets for existing products and
services. Any revenue sharing that may result from these
collaborations would be negotiated on a "project by project"
basis.
G. Access to COi / TeleMedica technical and facilitation
competencies and the company's technical partners (such as
IBM, GLG, ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇.▇▇▇, etc.). Development projects
which involve extensive workflow analysis, extensive
adaptation to electronic distribution techniques, or
significant marketing research / marketing development will
be subject to development program fees to be determined and
negotiated.
6. COMPENSATION FOR BNT, INC.
BNT, Inc. will receive thirty percent (30%) of all pretax profits
for each project that it assists in gaining a signed contract for COi
Consulting Services. All monies shall be paid net 30 days, in progress
payments commensurate with monies COi receives from the contracted
client.
7. DISBURSEMENTS
COi agrees to retain BNT, Inc. with a $10,000.00 annual fee, and
agrees to cover appropriate expenses to gain contracts for COi. These
expenses will submitted monthly and will be identified for a specific
project, and must be approved by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President of COi.
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8. AMENDMENT OF THIS AGREEMENT
Any changes to this Agreement must be in writing and signed by
both parties in order to be effective. The party wishing to amend this
Agreement shall serve notice on the other party in accordance with the
notice provision set out below.
9. EARLY TERMINATION OF THIS AGREEMENT
To be negotiated for the final contract.
10. EFFECTS OF TERMINATION
Upon termination of this Agreement, as herein above provided,
neither party shall have any further obligation hereunder except for:
A. obligations accruing prior to the date of termination; or
B. obligations, promises, or covenants contained herein which
are expressly made to extend beyond the term of this
Agreement, including, without limitation, confidentiality of
information, and indemnities.
11. NOTICE
Any notice of a proposed amendment or notice of termination, early
or otherwise, as set out in the appropriate sections herein, shall
require Thirty (30) days written notice prior to the date on which the
amendment or termination is to take effect and shall be required in
written form, and delivered to the business address of the parties to
this Agreement set forth below:
BNT, Inc.
▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇ Tiga Tita, CEO
COi Solutions, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
Attention: Mr. R. G. (▇▇▇) ▇▇▇▇▇, President
Any notice which is required to be served under this Agreement shall be
served by registered mail at the address as set forth above and the
party upon whom the notice is being served shall have been deemed to
have received the notice on the fifth day following the day on which
this notice was mailed.
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12. CONFIDENTIALITY
A. Any information discussed at Business Development Meetings or
any other information obtained by either party as a result of
this Agreement shall, at all times, be considered
confidential. In the course of working together and during
any Business Development Meetings, either party will or have
become aware or have access to financial, business, marketing
and other information, data, reports, tenders, opinions and
other materials and documents, tangible or intangible, oral
or written, which is the proprietary information of either
party or their clients shall be considered Confidential
Information.
B. Both parties agree to keep in strictest confidence all
Confidential Information (as defined above) which either
party may acquire in connection with or as a result of
performance of this Agreement and agrees not to publish,
communicate, divulge or disclose to any unauthorized third
party or parties any information, without the prior written
consent of the other party, during the term of this Agreement
or at any time subsequent to it.
C. Both parties agree not to use any of the foregoing
Confidential Information except for the furtherance of its
obligations under this Agreement.
13. ASSIGNMENT
No assignment of this Agreement or the rights and obligations
hereunder shall be valid without the specific written consent of both
parties hereto.
14. WAIVER OF BREACH
The waiver by any party of a breach or violation of any provision
of this Agreement shall not operate as, or be construed to be, a waiver
of any subsequent breach of the same or other provision hereof.
15. GENDER AND NUMBER
Whenever the context hereof requires, the gender of all words
shall include the masculine, feminine and neuter and the number of all
words shall include the singular and the plural.
16. SEVERABILITY
In the event any provision of this Agreement is held to be
unenforceable for any reason, the unenforceability thereof shall not
affect the remainder of this Agreement, which shall remain in full
force and effect and enforceable in accordance with its terms.
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17. ARTICLES AND OTHER HEADINGS
The articles and other headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
18. ENTIRE AGREEMENT
This Agreement supersedes all previous contracts and constitutes
the entire agreement between the parties. No oral statements or prior
written material not specifically incorporated herein shall be of any
force and effect and no changes in or additions to this Agreement shall
be recognized unless incorporated herein by amendment as provided
herein, such amendment(s) to become effective on the date stipulated in
such amendments. BNT specifically acknowledges that in entering into
and executing this Agreement, COi is relying solely upon the
representations and agreements contained in this Agreement and no
others.
21. INTERPRETATION
It is mutually agreed between the parties that this Agreement
shall be interpreted in accordance with the laws of the State of Nevada
and that the jurisdiction for any action commenced by either party as
against the other shall be the appropriate Court at the City of Las
Vegas in the State of Nevada.
IN WITNESS WHEREOF the parties hereunto affixed their hands and
seals, and the Corporation has hereunto affixed its corporate seal
under the hands of its duly authorized officers in that behalf.
DATED at Framingham, MA, this 16th day of October, 1999.
SIGNED, SEALED AND DELIVERED )
in the presence of:
) BNT, Inc.
) Per:
)
)
)
) __________________________________
) ▇▇. ▇▇▇▇▇▇▇ Tiga Tita, CEO
) COi Solutions, Inc.
) Per:
)
)
)
) ___________________________________
) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President