Preliminary Letter of Agreement Between Teliphone Inc. Montreal, Quebec Canada And Podar Enterprises Mumbai, India
Between
Teliphone
Inc.
Montreal,
Quebec Canada
And
Podar
Enterprises
Mumbai,
India
| 1. |
Whereas
Teliphone Inc., (Teliphone) a company incorporated under the laws
of
Canada is in the business of telecommunications which a specialty
in Voice
over Internet Protocol (VolP),
|
| 2. |
And
Whereas Podar Enterprises (Podar) of Mumbai, India and through its
subsidiary, Podar Infotech Ltd. poses business and technical skills
to
develop and market products and services currently available and
yet to be
developed by Teliphone.
|
| 3. |
The
parties have agreed to co-operatively develop and exploit markets
for the
current Teliphone product line and products yet to be developed in
territories identified in this agreement under terms and conditions
described here in general terms and to be further established in
a more
comprehensive agreement to be developed within 45 days of execution
of
this agreement. The parties further agree to seek and develop
opportunities in information and communication
technologies.
|
| 4. |
Teliphone
hereby grants exclusive marketing and distribution rights for Teliphone
products and services to Podar for the following
territories:
|
|
India
China
Sri
Lanka
United
Arab Emirates
Russia
|
|
under
terms and conditions set forth in this agreement, Podar and Teliphone
may
from time to time, add territories to this agreement. In order
to maintain
its
exclusivity, Podar will be required to meet performance targets
by
territory as
set forth by this agreement. Where performance targets have not
been
established
here, Podar will have 6 months year from the date of this agreement
to assess market conditions in the territories and provide Teliphone
with a proposal for the development of the
territory.
|
| 5. |
Podar
and its related companies by its part, agrees to work exclusively
with
Teliphone for the development of voice over Internet protocol in
the
territories covered in this agreement and agrees not to share any
information or skills acquired through its relation with Teliphone
with
any third party. Furthermore, ▇▇▇▇▇ agrees not to compete with ▇▇▇▇▇▇▇▇▇
during the life of this agreement and for 2 years subsequent to any
termination of this agreement.
|
| 6. |
Responsibilities
of the Parties:
|
|
a. Telephone
will be responsible for”
|
| i. |
Access
to all available Teliphone products and services for sale to the
defined
territories,
|
| ii. |
Access
to the Teliphone technical network including VolP services from its
Montreal server and/or other servers/locations yet to be
established,
|
| iii. |
Voice
termination services whether through Teliphone products or other
companies
Podar may identify that require voice
termination,
|
| iv. |
Maintenance
of a voice and quality of service necessary to maintain customer
satisfaction with such quality of service standards to be developed
by the
parties within one month of the execution of this
agreement,
|
| v. |
Technical
support between Podar technicians and
Teliphone,
|
| vi. |
If
required, a web-based ecommerce
system,
|
| vii. |
Access
to a Podar “back-office” on the Teliphone web site which will provide
Podar with real-time information on its activations and
traffic,
|
| viii. |
Access
to all related software necessary for provisioning VolP telephones
or
VolP-related hardware,
|
| ix. |
Technical
training of Podar personnel in the Teliphone facility in
Montreal,
|
| x. |
Providing
Podar with its experience and knowledge in the area of market development
as well as all marketing materials.
|
|
b.
Podar will be responsible for:
|
| i. |
Meeting
sales targets by territory as defined by this
agreement,
|
| ii. |
Developing
and implementing a marketing plan for its territories including
appropriate sales and distribution
channels,
|
| iii. |
Local
technical and after sales support,
|
| iv. |
Purchase
of its own inventory,
|
| v. |
Collection
of subscription, long distance and other revenue from its
subscribers,
|
| vi. |
Timely
remittance of agreed fees to
Teliphone,
|
| vii. |
Meeting
all local regulatory requirements by
territory,
|
2
|
c.
Both Parties will be responsible
for:
|
| i. |
Cooperating
for technical integration of any non-Teliphone
technology,
|
| ii. |
Working
diligently towards the successful development of the objects of this
agreement.
|
| 7. |
The
sales target set for India will be 4,000 activations within 12 months
of
execution of this agreement.
|
| 8. |
Costs
and Distribution of Revenues
|
|
Podar
agrees to pay Teliphone a base cost of US$10 per active subscriber
per
month
for the basic Teliphone service which consists of access to the
Teliphone
network, all basic Teliphone services (i.e. as offered by Teliphone
as
part of its basic services) and one telephone number. Podar further
agrees
to
pay Teliphone 15% of the gross profit to its subscribers. Ancillary
Teliphone
products such as additional telephone numbers per subscriber, unlimited
North American access, long distance profits, etc. will be covered
under
a separate agreement.
|
| 9. |
Life
of the agreement
|
|
|
This
agreement will be valid for a period of 5 years from the date of
execution.
Either Party may terminate this agreement with 60 days written
notice
should the other party be in default of its responsibilities as
identified
in the
agreement.
|
Signed
at
Mumbai this 11th
Day of
March, 2005.
Teliphone
Inc.
/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Per:
__________________________
Podar
Enterprises
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇
Per:
___________________________