SALES CONSULTING AGREEMENT
This Agreement made this 25th day of February, 2000, by and between
Intelliworxx, Inc., a corporation incorporated under the laws of the State of
Florida, having its principal place of business at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Manufacturer"), and ▇▇▇-▇.▇▇▇, a Consultant
having his principal place of business at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇-▇ ▇▇,
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Consultant"), as follows:
I Definitions
A) Products: Products shall include all products and services associated with
the Company's In-Flight Entertainment efforts.
B) Territory: Consultant's territory shall be as given in Exhibit A.
2. Appointment and Acceptance
Manufacturer appoints Consultant as its representative to promote the sale
of its Products in the Territory and Consultant accepts the appointment and
agrees to promote the sale of the Manufacturer's Products. All such promotions
and sales shall be subject to the terms and conditions established by the
Manufacturer or as mutually agreed.
3. Term
The term of this Agreement shall be Two (2) Years and shall automatically
renew in one year increments, unless otherwise terminated per conditions in
provision 7.
4. Compensation
For the services performed under this Agreement, the Consultant shall be
compensated as shown in Exhibit B.
5. Terms of Sale
A. All sales shall be at prices and upon terms established by Manufacturer or
as mutually agreed, and it shall have the right, in its discretion, from
time to time, to establish, change, alter or amend prices and other terms
and conditions of sale with thirty (30) days prior written notice to
Consultant. Consultant shall not accept orders in the Manufacturer's name
or make price quotations or delivery promises without the Manufacturer's
prior approval.
B. All orders for Manufacturer's Products and all inquiries concerning orders
for Products and services by Consultant shall be directed to:
Intelliworxx, Inc.
Eleventh Floor
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C. Manufacturer reserves the right to delete existing Products and services
upon not less than sixty (60) days prior written notice.
D. Manufacturer further reserves the right to modify the specifications of
Intelliworxx Products at any time without prior notice to Consultant.
Consultant will receive written notice at least thirty (30) days prior to
implementation of any modification that degrades functionality of Product.
6. Duty of Consultant
A. During the term of this Agreement the Consultant agrees that it shall
refrain from representing any firm directly or indirectly in competition
with the Manufacturer without express written consent from the
Manufacturer. The Consultant shall further refrain from delivering to any
such firm or agent, servant or employee thereof, any Product information,
drawings, technical or sales information, market data, or any other similar
proprietary information which the Consultant may obtain from the
Manufacturer during the course of the performance of the duties as
established hereunder. Consultant shall maintain a sales office in the
territory and devote such time as may be reasonably necessary to sell and
promote Manufacturer's Products and services within the territory.
Consultant will conduct all of its business in its own name and in such
manner as it may see fit, pay all expenses whatever of its office and
activities, and be responsible for the acts and expenses of its employees.
Certain sales expenses, if approved by Manufacturer, may be reimbursed to
Consultant.
B. Consultant shall ensure that the name INTELLIWORXX, and any of its
designated logos and/or trademarks are included, by mutual agreement in all
Product packaging, and upon any and all literature, advertisements,
marketing materials, or other promotions associated with the manufacturer's
Product.
C. Nothing in this Agreement shall be construed to constitute Consultant as
the partner, employee or agent of the Manufacturer nor shall either party
have any authority to bind the other in any respect, it being intended that
each shall remain an independent contractor responsible only for its own
actions.
D. Consultant shall not, without Manufacturer's prior written approval, alter,
enlarge, or limit orders, make representations or guarantees concerning
Manufacturer's Products or accept the return of, or make any allowance for
such Products.
E. Consultant shall abide by Manufacturer's policies and communicate same to
Manufacturer's customers.
F. Consultant shall execute Manufacturer Non-Disclosure Agreement and provide
same as an attachment to this Agreement.
G. Consultant shall provide Manufacturer, every month, a projection of orders
for Manufacturer's Products for the next three (3) months, and an Activity
Report that summarizes sales activity in the previous month.
H. Consultant shall submit to Manufacturer for approval no later than ninety
(90) days prior to the expiration of the term of this Agreement, as it may
be extended, a proposed Consultant Business Plan for the next twelve (12)
month period during which this Agreement may be in effect.
7. Service by Manufacturer
A. Manufacturer shall provide, in such form and on such terms and conditions
and in such amount, as Manufacturer deemed appropriate, the following
services:
1. technical and sales support assistance;
2. information on application of the INTELLIWORXX Products;
3. materials for promotional efforts;
4. marketing support.
B. Manufacturer agrees that Consultant has the exclusive right to sell
Manufacturer's products in the in-flight entertainment, the cruise ship,
the passenger ferry and the passenger train market segments.
C. Manufacturer shall furnish Consultant, at no expense to Consultant,
catalogs, literature, and any other material necessary for the proper
promotion and sale of its Products in the territory. Any literature that is
not used or other equipment belonging to Manufacturer shall be returned to
the Manufacturer at its request.
D. Manufacturer will keep Consultant fully informed about sales and
promotional policies and programs affecting the Consultant's territory, and
provide qualified territorial sales leads received through Manufacturer
promotional efforts.
8. Termination
Manufacturer may terminate Agreement for material breach by Consultant,
upon not less than thirty (30) days prior written notice, sent certified or
registered mail to the principal place of business of the Consultant.
A. Upon the effective date of termination as stated in termination notice, the
Consultant shall
1. Cease soliciting new customers in the name of the Manufacturer or
otherwise presenting itself to be an authorized representative of the
Manufacturer;
2. Return all property belonging to the Manufacturer, including samples,
catalogs, literature, customer lists or any other information in
writing imparted to the Consultant by the Manufacturer or its agents;
3. Furnish a list of all customers together with a statement as to all
pending opportunities.
B. Upon the effective date of termination, and after completion of
requirements in paragraph A, the Consultant shall be entitled to
compensation on all qualified orders for which payment is received within
one hundred twenty (120) days of the effective date of termination.
C. Compensation referred to in this provision shall be paid on or before the
twenty-eighth (28) day of the month following the month in which the
Manufacturer receives payment for the orders.
D. Either party may at any time terminate this Agreement immediately by giving
a written notice to the other party if insolvency or bankruptcy or similar
proceedings are instituted by or against the other party or if a receiver
is appointed for the other party.
E. This Agreement maybe terminated immediately by mutual agreement to allow
Consultant and Manufacturer to revise the relationship.
9. Disputes
The parties agree that any controversy, which may arise from the
application of this Agreement, shall be resolved in accordance with the rules of
the American Arbitration Association then in force, and that the arbitration
hearing shall be held in Florida. If the parties cannot agree upon an arbitrator
within ten (10) days after demand by either of them, either or both parties may
request the American Arbitration Association to name a panel of five (5)
arbitrators. The Consultant shall strike the names of two (2) on this list, the
Manufacturer shall then strike two (2) names, and the remaining name shall be
the arbitrator.
The decision of the arbitrator shall be final and binding upon the parties
both as to law and to fact, and shall not be appealable to any court in any
jurisdiction. The expenses of the arbitrator shall be shared equally by the
parties, unless the arbitrator determines that the expenses shall be otherwise
assessed.
10. Construction of Agreement
This Agreement shall be construed according to the laws of the State of
Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
25th day of February, 2000.
ATTEST: Intelliworxx, Inc. ATTEST: ▇▇▇-▇.▇▇▇, Inc
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President & CEO ▇▇▇▇ ▇▇▇▇▇▇▇, President & CEO