INTERNATIONAL DISTRIBUTOR AGREEMENT
This Agreement entered into this 20th day of September, 1997 by and between
InfoImaging Technologies, Inc., (hereinafter called "COMPANY"), having its
principle place of business at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and Orbit Company, Ltd. having its principle place of
business at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Abju Aziz Street (Tahlia St.); Concord Plaza; ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (hereinafter called "DISTRIBUTOR").
WITNESSETH
That THE PARTIES, in consideration of their respective promises set forth
below, agree as follows:
I. APPOINTMENT AND TERRITORY
DISTRIBUTOR accepts appointment as a exclusive DISTRIBUTOR for the purpose of
marketing by way of sale or lease, or otherwise, COMPANY'S products specified
in Attachment "A", DISTRIBUTOR price list.
II. DATES OF COMING INTO FORCE AND NORMAL EXPIRATION OF THE CONTRACT
This Agreement shall become effective as of the date written above for twelve
months, and shall remain in full force unless terminated for any reason or no
reason by either party in writing at least thirty (30) days prior to the
termination date. However, if at any time DISTRIBUTOR shall: (a) commit a
breach of any material obligation imposed upon it by agreement, (b) default in
making any payment required hereunder, (c) become insolvent, be subject to a
petition in bankruptcy filed by or against committee or creditor, (d) assign
or attempt to assign this Agreement, COMPANY may terminate this agreement by
notifying DISTRIBUTOR by certified mail or confirmed fax of the default.
DISTRIBUTOR shall have 30 days from this notice to cure said default(s). In
the event DISTRIBUTOR does not, termination shall take effect at the end of
the thirty (30) day period.
Such termination shall not prejudice any cause of action or claim of COMPANY
which COMPANY may have on account of any breach of this Agreement.
In the event of termination on grounds other than provisions (a) to (d) above,
DISTRIBUTOR will receive discounts, as appropriate, on a unfilled orders
placed prior to termination.
III. CONTRACTUAL PRICES
The prices at which COMPANY will sell its products to the DISTRIBUTOR are set
forth in Attachment "A". These prices are Ex COMPANY'S factory and it
exclusive of State and local taxes. COMPANY'S prices do not include sales,
use, excise, value-added or similar taxes. Consequently, in addition to the
price specified herein, DISTRIBUTOR shall pay, or reimburse COMPANY for the
gross amount of any present or future sales, use, excise, value-added or
similar tax applicable to the sale or furnishing of any services or Products
hereunder, or to their use by COMPANY with tax exemption evidence acceptable
to the tax authorities.
a. Increases
Prices are Ex COMPANY'S factory, and may be changed by COMPANY by notification
in writing to the DISTRIBUTOR.
However, no price may be increased for Products purchased under a firm and
outstanding order in effect at the time of the price increase notification.
b. Reductions
If, during the term of this Agreement, COMPANY makes a general price reduction
in the prices of any of the Products, such newly established prices shall
apply
for the duration of this Agreement or until such prices are further reduced.
IV. METHOD OF SHIPMENT
Shipment will be made Ex COMPANY'S factory. COMPANY reserves the right to
utilize any commercia mode of shipment unless otherwise specified by
DISTRIBUTOR at time of order.
V. RIGHTS AND OBLIGATIONS OF COMPANY
a. Acceptance of Orders
COMPANY agrees to accept orders placed for Products which are submitted in
compliance with this Agreement. Orders shall be considered accepted on the
mailing of their formal order acknowledgment. Shipment of all or part of the
goods ordered shall also be considered accepted on the same terms, but
shipment of an order shall not obligate COMPANY to make further shipments.
COMPANY shall have no obligation to ship unless the terms of payment are
satisfactory to COMPANY at is sole and absolute discretion, at the time of
shipment.
b. Excusable Delays
COMPANY shall not be liable for delays in delivery or performance, or for
failure to manufacture, deliver or perform, due to (1) causes beyond its
reasonable control, (2) acts of God, distributor, civil or military authority,
governmental priorities, strike or other labor disturbances, floods,
epidemics,
war, riot, delays in transportation, (2) COMPANY'S inability to obtain
necessary materials, components, services, or facilities.
c. Marketing Support
COMPANY will supply reasonable quantities of marketing material and Product
support information to the DISTRIBUTOR at no charge for the term of this
Agreement.
d. Company's Industrial Property Rights
The DISTRIBUTOR will promptly inform COMPANY of any infringement that may come
to his notice in the course of his work in respect to patent rights,
copyright, trademark, and the like, being the property of or used by COMPANY,
and assist COMPANY'S request in taking necessary steps to defend these rights.
The DISTRIBUTOR may use COMPANY'S trademark during the life of this Agreement
solely in conjunction with the sale of the product and, upon termination of
this Agreement, shall discontinue all such uses and any representations which
make it appear that DISTRIBUTOR is still handling COMPANY'S Products; provided
that the DISTRIBUTOR shall be permitted to dispose of inventory after the
termination of this Agreement for any reason other than its breach of
Contract.
e. No Power to Enter into Binding Agreements
DISTRIBUTOR shall not sign any contract in the name of COMPANY in any way to
any obligation and shall not hod itself out or purport to act as COMPANY'S
legal partner or legally empowered agent or representative for an purpose
whatsoever.
f. No Capacity to Act in the Name of InfoImaging
The relationship between COMPANY and DISTRIBUTOR created hereby is intended to
be that of vendor and vendee and, with respect to sales by COMPANY to third
parties, that of an independent distributor and not that of principal or
agent. DISTRIBUTOR shall not, and is not authorized to, enter into any
commitment on behalf of COMPANY.
g. Confidential Information
The DISTRIBUTOR and COMPANY shall maintain in confidence and not use any
business and technical information marked "Confidential", which becomes
available to either party under or in connection with this Agreement, unless
written permission is obtained from the other party. This obligation shall
continue for two (2) years after the termination of this Agreement.
h. Compliance with Laws
The COMPANY' parties' obligations hereunder shall be at all times subject to
the exports, imports, and other laws and regulations of countries.
VI. RIGHTS AND OBLIGATIONS OF THE DISTRIBUTOR
a. Maintaining an Adequate Sales Capacity
DISTRIBUTOR shall maintain a sales capability to supply and service COMPANY'S
Products.
DISTRIBUTOR shall stock Product in inventory sufficient to maintain and expand
sales.
b. Sales Aid and Advertising Matter
DISTRIBUTOR shall effectively advertise and promote COMPANY'S Products
utilizing advertising programs in keeping with good business practices.
c. Product Warranties
The DISTRIBUTOR accepts COMPANY'S Warranty given in Attachment "B", and agrees
that such Warranty shall commence at the date of shipment of Products.
d. Limited Liability
Neither party will be liable for any direct, indirect, incidental,
consequential, or special damages suffered by the other party, its customers,
or others arising out of or related to this agreement or the products even if
advised of the possibility of such damages.
e. Non-Assignment of Agreement Clause
DISTRIBUTOR shall not assign all or any part of its interest in this Agreement
without the prior written consent of COMPANY and shall give COMPANY thirty
(30) days prior written notice of any transaction affecting the majority of
ownership of DISTRIBUTOR which shall be considered an assignment under this
agreement. Any attempted assignment without COMPANY'S prior written consent
will be void.
VII. GOVERNING LAWS
The rights and obligations of the parties hereunder shall be determined in
accordance with the laws of the State of California, excluding the body of
laws
known as conflicts of law.
VIII. NOTICES
All formal notices and communications hereunder shall be sent by certified
mail, or facsimile (fax), with a copy sent by ordinary mail. It shall be
deemed to have been given the date received in the case of certified mail, or
on the receipt facsimile (fax). Understanding that either party may from
time-to-time change the address to which notices to it are to be sent, written
notice of such change is to be given to the other party.
IX. GENERAL CLAUSE
This Agreement embodies the entire Agreement of THE PARTIES with respect to
the subject matter hereof. Any previous understanding, correspondence or
Agreement, verbal or otherwise, between THE PARTIES is of no effect, for the
amendments or modifications shall be made only in writing, specifically
referring to this Agreement and signed by THE PARTIES. In the event of
dispute between THE PARTIES, THE PARTY prevailing shall recover from THE OTHER
PARTY reasonable attorney fees and costs.
IN WITNESS WHEREOF THE PARTIES hereto have caused this Agreement to be
executed as of the date first written above, by their duly authorized officers
or representatives.
DISTRIBUTOR INFOIMAGING
"▇▇▇▇ ▇▇-▇▇▇▇▇▇" "J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇"
------------------------- -------------------------
▇▇▇▇ ▇▇-▇▇▇▇▇▇ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
General Manager V.P. Sales & Marketing
20/9/97 29/9/97
ATTACHMENT A
CONFIDENTIAL
INTERNATIONAL DISTRIBUTOR PRICING
InfoImaging international distributors shall be awarded specific, exclusive
territory of Saudi Arabia and the Arabian Gulf states in which they will
market the 3D FAX product line for twelve months. The qualified Distributor
typically sells to end-users, and concentrates heavily on software and/or data
communications and fax technology users as a large part of their business.
SOFTWARE
--------
International Price Part Number
3D FaxFile Professional $(*) FF33776
3D FaxFile Freeware $(*) FF33373
FaxSpeed $(*) FS77372
HARDWARE
--------
International Price Part Number
3D FaxPal Plus, .5M memory $(*) FP05758
(includes line sharing and bonus 3D FaxFile basic software)
3D FaxPal Plus, 2.5M memory $(*) FP20758
(includes line sharing and bonus 3D FaxFile basic software)
FaxPal II, .5M memory $(*) FP05372
(Non-line sharing-unit only)
FaxPal II, 2M memory $(*) FP20372
2M memory upgrade $(*) MC22273
4M memory upgrade $(*) MC42273
Distributor Guidelines
Exclusivity Terms: - wire transfer to InfoImaging account --- $(*) upon
execution of contract
- wire transfer to InfoImaging account --- $(*) 4
months after execution
- wire transfer to InfoImaging account --- $(*) 8
months after execution
Purchasing Terms: - orders placed during each 4 month period will be
deducted from the $(*) wire transfer. Funds not used during a particular
4-month period are non-refundable and non-transferable to the next 4-month
period. Any purchase requirements during a 4-month period over the $(*)
deposit will apply to the next 4-month purchase requirement and funds must be
sent via wire transfer before shipment.
With opening software order Distributor receives Freeware Packages to
distribute to his prospects.
With opening software order Distributor receives appropriate literature and
sales tools.
Distributor provides technical support to his customers.
All shipments are FOB manufacturer. Above prices do not include freight.
All prices are in U.S. Dollars, ex Company's factory, Pleasanton, California,
U.S.A.
*** Confidential portion omitted pursuant to a request for confidential
treatment and filed separately with the Commission.
ATTACHMENT B
LIMITED WARRANTY
ITI warrants only (a) that the media on which the product is furnished and
protection device will be free from defects in materials and workmanship under
normal use for a period of 90 days from the date of delivery to the end user
and (b) that the product will operate substantially as described in the user
manual during that 90 day period.
THE END USER MUST ASSUME FULL RESPONSIBILITY FOR THE SELECTION OF THE PRODUCT
TO ACHIEVE THEIR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE
PRODUCT AND FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE PRODUCT. ITI
DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PRODUCT WILL MEET END
USER REQUIREMENTS, THAT THE PROGRAM IS FIT FOR ANY PARTICULAR PURPOSE OR THAT
THE OPERATION OF THE PROGRAM WILL BE INTERRUPTED, ERROR FREE OR VIRUS FREE.
Should the end user discover a defect in the recording medium or an error in
the product within the 90 day warranty period, they must return the defective
item to ITI. A copy of the receipt or other proof that the warranty period
has not expired must be included. ITI will, upon verification of the defect
or error, either repair or replace the defective item or refund the amount
paid.
THIS LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER ORAL OR
WRITTEN. ANY IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED.