Value Added Distributor Agreement
Value Added Distributor Agreement
This Value Added Distributor Agreement (hereinafter "Agreement") is entered into by and between, Transglobal Security Systems, Inc., the Value Added Distributor (hereinafter "VAD"), a corporation duly existing under the laws of Illinois and having its principal place of business located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and Securit-e-Doc, Inc. (hereinafter "COMPANY"), a corporation duly existing under the laws of Florida, and having its principal place of business located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. COMPANY has developed and wishes to distribute a web-based software technology solution that offers secure, encrypted storage and delivery of electronic files via configured networks (hereinafter "Software"). VAD desires to market and distribute copies of the Software (each copy thereof considered one "License Unit"). The parties intend to establish the terms and conditions that shall govern the license of the Software in accordance with this Agreement, and all purchase orders (each such order, a "Purchase Order") issued pursuant to this Agreement. In consideration of the foregoing and the mutual covenants, promises and agreements contained herein, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties do hereby agree as follows:
1. APPOINTMENT
1.1 COMPANY hereby appoints VAD, and VAD hereby agrees to act for COMPANY as a non-exclusive VAD, having the non-exclusive right to distribute Software for COMPANY directly to End-Users or through sub-channels of distribution (hereinafter "SP’s") for the term of this Agreement. COMPANY and VAD agree that each party is an independent contractor with respect to the other and that nothing herein shall create an express or implied agency relationship, joint venture, partnership or other like arrangement between the parties. Neither party has the right or the authority to assume or create any obligation or responsibility on behalf of the other party. VAD shall require that SP have no right or authority to assume or create any obligation or responsibility on COMPANY.
1.2 In all cases VAD shall distribute: (a) directly to End-Users, (b) through SP’s authorized by Company and directly under contract to VAD, or (c) through SP’s authorized by Company and directly under contract with Company, for the term of this Agreement. VAD shall submit all appropriate information on its SP’s to Company so that Company may certify SP’s as Authorized SP’s prior to their being able to sell Securit-e-Doc software and SITT technology products through VAD.
1.3 Prior to initiating sales efforts under this Agreement, VAD shall certify to Company’s satisfaction, which satisfaction shall not be unreasonably withheld, that VAD has developed or acquired sufficient support capabilities as to enable VAD to perform its duties and responsibilities under this VAD agreement.
2. GRANT
COMPANY hereby grants to VAD, and VAD hereby accepts from COMPANY a revocable, non-transferable, perpetual and non-exclusive right to: (a) use the Software, in object code only and (b) distribute to SP’s and/or End-User to use, in object code only, the Software. Each copy of the Software required by VAD for its distribution will (a) require the payment of an additional License Fee to COMPANY and (b) must be obtained from COMPANY. VAD shall not, and VAD shall require that SP shall not modify, translate, decompile, nor create or attempt to create, by reverse engineering or otherwise, the source code from the object code of the Software supplied hereunder, or adopt the Software in any way or for use to create a derivative work. VAD may not, and shall require that SP’s do not permit End-Users to use, reproduce, sublicense, distribute or dispose of the Software, in whole or in part, except as expressly permitted under this Agreement. Except as expressly provided herein, VAD shall make no other use of the Software. VAD shall require that SP make no other use of the Software.
1. Nothing in this Agreement shall be construed to grant VAD any rights under any patent or copyright, or licensing and/or use of this Agreement, specifically; ISP Portal, or ASP usage shall not be permitted without written consent of COMPANY. VAD shall similarly notify and restrict SP of this provision.
2. VAD may not, nor may VAD permit SP to make any contracts or commitments on behalf of COMPANY or make any warranties or other representations regarding the Software other than those authorized herein or by COMPANY in a separate writing signed by a duly authorized representative.
3. SERVICES
Details of COMPANY'S Service offerings, including but not limited to, training, installation, service, and maintenance are as set forth in Exhibit A, attached hereto, and made a part of this Agreement.
4. TERM AND TERMINATION
4.1 Term of Agreement. The "Effective Date" of this Agreement is the date it is accepted by an authorized representative of COMPANY and, unless terminated in accordance with the termination provisions provided herein, shall continue for a period of twelve (12) months (the "Initial Term"). Following the Initial Term, unless written notice of intent not to renew is provided by either party at least thirty (30) days prior to the scheduled expiration date of the then current term, this Agreement shall be automatically renewed on an annual basis for successive one (1) year additional terms.
4.2 Termination. Either party may terminate this Agreement without cause, at any time subsequent to the Initial Term by giving the other party thirty (30) days written notice. Notwithstanding this paragraph, this Agreement may be terminated immediately by COMPANY under any of the following conditions: (a) VAD ceases to be actively engaged in business, commences dissolution or liquidation proceedings, files a Bankruptcy petition, or seeks similar relief under state statute; (b) VAD does not pay Company within sixty (60) days from the date that any payments are due hereunder; (c) VAD otherwise materially breaches the terms of this Agreement, and such breach is not cured within thirty (30) days after written notice of such breach is given by COMPANY; (d) VAD violates the confidentiality and non-disclosure provisions of this Agreement.; (e) VAD participates or engages in any activity relating to fraud against Company.
4.3 Default. Failure of VAD to make payments as defined herein shall constitute default of the affected Purchase Order placed hereunder. In case of default, COMPANY may cancel the affected Purchase Order, declare the entire amount of any unpaid commitments and any other charges to be immediately due and payable, and use all available remedies to take possession and remove the Software with all costs, including attorney's fees, to be borne by VAD. COMPANY'S right to recover possession of the Software is in addition to all available remedies at law or in equity.
4.4 Effect of Termination. Upon termination of this Agreement, VAD and COMPANY agree: (a) VAD shall immediately cease all references to and advertising, marketing and distribution of Software; (b) VAD shall cease using, and shall certify to COMPANY within one (1) month of termination that VAD has destroyed or returned, upon COMPANY'S instruction and discretion, all copies of Software in its possession; (c) COMPANY shall not be liable to VAD for any damages or compensation resulting from the termination of this Agreement, including, without limitation, the loss of present or prospective profits on sales or anticipated sales or of expenditures, investments or commitments made either in connection therewith or in connection with the establishment, development or maintenance of VAD’S business; (d) VAD shall remain obligated for payment for Software already provided; (e) COMPANY reserves the right to discontinue the performance of its obligations under existing Purchase Orders in the event the Agreement is terminated; (f) the indemnities provided in this Agreement shall survive termination.
5. PAYMENTS AND CHARGES
5.1 License Fees. VAD shall pay COMPANY the suggested End-User license fees (the "License Fees") in COMPANY'S then-current price list, less any VAD discount, a current copy of which is set forth in Exhibit A, which Exhibit may be modified or amended by COMPANY upon thirty (30) days written notice.
5.2 Payment Terms. Unless otherwise agreed to in writing by both parties, all License Fees due hereunder shall be made in United States currency. VAD shall issue Purchase Orders that shall specify the customer name and address and the quantity of License Units ordered. COMPANY shall not be liable to VAD or any third party for any delay, error, or failure in fulfilling Purchase Orders... Payments shall be made to COMPANY by the terms and at the address stated on each Purchase Order and in accord with Exhibit A of this Agreement. Any applicable taxes, as set forth in Section 6, will also be payable by VAD. COMPANY reserves the right to impose a late payment charge of one and one-half percent (1-1/2%) per month, but not in excess of the lawful maximum on any past due balance in the event VAD shall fail to pay any charges within thirty (30) days after the same are due.
6. TAXES AND FEES
VAD shall obtain all necessary permits and licenses and, unless a tax exempt certificate is provided, pay all taxes in any way associated with the Software obtained hereunder or otherwise related to this Agreement or supplemental Purchase Orders issued pursuant hereto, other than taxes on or measured by the income of COMPANY. Should VAD fail to do so, there shall be added to the charges provided for in this Agreement amounts equal to any such charges, penalties, interest and taxes, paid or payable by COMPANY.
7. PRICE AND DISCOUNT CHANGES
COMPANY may increase the prices set forth in Exhibit A by written notice to VAD not less than thirty (30) days prior to the effective date of such increase. A price increase or decrease will apply to all VAD Purchase Orders issued after such date of notification. COMPANY may change the discount granted to VAD by written notice to VAD not less than thirty (30) days prior to the effective date of such change. The effective date of such change shall be the date of actual change in discount.
8. DUTIES AND RESPONSIBILITIES OF COMPANY
8.1 Deliverables. Upon the Effective Date, COMPANY shall deliver to VAD copies of the Software, in object code, along with the Software Documentation, necessary for training selected VAD personnel in the application, use and maintenance of the Software. During the term of this Agreement, COMPANY shall maintain the Software and Software Documentation, and shall provide VAD, in object code form, with all software upgrades, improvements, revisions, bug fixes and error corrections ("New Software Releases"), and any relevant Software Documentation.
8.2 Technical Assistance in Training. COMPANY agrees to provide, at no additional cost to VAD, up to 24 hours of sales and/or technical assistance and training, at Company’s Corporate Headquarters. VAD shall pay travel and attendant expenses relating to its personnel. Company will provide facilities and personnel to allow effective training.
9. DUTIES AND RESPONSIBILITIES OF VAD
9.1 Sales. At all times during the term of this Agreement, VAD agrees to maintain trained personnel to assure maximum performance of Software for the End-User. VAD shall be capable of providing and shall in fact either provide installation and training, to its End-User customers or require SP to provide such installation and training to End-User customers. VAD shall be capable of providing and shall in fact either provide Support, require SP to provide Support, or offer COMPANY Support to its End-User customers. VAD further agrees to promptly notify SP’s and End-User customers of New Software Releases, and to assist SP’s and End-User with the acquisition and installation of the same. VAD represents that it is not an ASP or ISP as hereafter defined. VAD will not, and will not permit SP to distribute Software to, an Application Service Provider ("ASP") or an Internet Service Provider ("ISP") without the express written permission of Company. Additionally, VAD agrees it may not, nor will it permit SP to use Software or distribute to End User for the purpose of commercial timesharing, service bureau or other rental or sharing arrangements. VAD may not, and shall not permit SP to negotiate the terms of the End-User License Agreement with any prospective End-User or agree to any conflicting, different or additional terms from those set forth in the End-User License Agreement provided by COMPANY, without the written consent of COMPANY.
9.2 Goodwill and Reputation. VAD agrees to: (i) utilize its best efforts in performing and fulfilling its obligations hereunder; (ii) treat all its sub-channels of distribution (SP’s) equitably and not discriminate unlawfully among them in any manner; (iii) ensure that Software reaches End-User with all Software Documentation and any literature, warranties, disclaimers and applicable licenses intact; and (iv) conduct its business in a manner that will reflect favorably on COMPANY and its image, credibility, good name, goodwill and reputation. Should VAD and/or its agents, including SP’s, attempt to promote COMPANY Software in a manner contrary to the terms of this Agreement, COMPANY shall have, in addition to any other remedies available to it, the right to injunctive relief enjoining such action and/or the right to immediately terminate this Agreement.
9.3 Legal Compliance. VAD shall, and shall require SP to comply with all applicable laws, ordinances, rules and regulations, and VAD shall obtain any and all permits, licenses, authorizations and/or certificates that may be required in any jurisdiction or by any regulatory or administrative agency in connection with the use and/or operation of the Software.
9.4 Non Compete To the maximum extent permitted by applicable law, during the term of this Agreement and for a period of one (1) year thereafter VAD may not market software products or do business that directly or indirectly competes with Company software products.
9.5 Non Solicitation To the maximum extent permitted by applicable law and for a period of one (1) year after termination of this Agreement, VAD shall not, directly or indirectly, solicit any clients, customers of the Company or customers of Company purchasing through Company’s distribution channels.
10. INSURANCE
VAD shall obtain, at its own expense, insurance coverage with policy limits no less than the following: (a) Worker’s Compensation as required by law; and, (b) Comprehensive General Liability Insurance written on an "Occurrence" basis to provide a minimum combined single limit of One Million Dollars ($1,000,000.0) per occurrence for bodily injury and property damage liability which may result from activities and/or operations of VAD. Split limits may be submitted, however in no event shall the aggregate limit be less than Two Million Dollars ($2,000,000); and, (c) Property Insurance in sufficient amounts to provide for replacement of inventory in the event of loss or damage while in the care, custody or control of VAD. Said insurance shall be maintained at all times throughout the life of this Agreement. If requested in writing by COMPANY, VAD shall furnish a certificate of insurance addressed to COMPANY showing VAD’S compliance with the requirements of this section. COMPANY does not in any way represent that the coverage of insurance specified in this section is sufficient or adequate to protect VAD’S interest or liabilities. VAD shall require substantially similar insurance provisions of its SP’s.
11. WARRANTY AND REMEDY
11.1 Software License Warranty. COMPANY warrants that the Software obtained hereunder will substantially conform to its specifications at the time it is received by the End-User, for the period set forth in the Software Documentation in effect at the time of order. EXCEPT AS PROVIDED HEREIN, COMPANY PROVIDES SOFTWARE "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND SUCH SOFTWARE LICENSE WARRANTY IS FOR THE BENEFIT AND APPLIES ONLY TO THE END-USER OF THE SOFTWARE. COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL RUN PROPERLY ON ALL HARDWARE, THAT THE SOFTWARE WILL MEET REQUIREMENTS OF END-USER, VAD OR SP OR OPERATE IN THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY VAD, SP OR END-USER, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL SOFTWARE ERRORS WILL BE CORRECTED.
11..2 Remedy. Upon VAD’S learning of a breach of any of the warranties contained herein or any non-conformance of the Software that significantly affects performance during the warranty period, VAD shall promptly inform COMPANY in writing of the exact nature of the breach, and shall cooperate with COMPANY to remedy the breach. VAD shall require SP to provide similar notification to COMPANY. The sole remedies for any breach of the warranties shall be: for COMPANY to provide an analysis of the problem and provide a workable solution. VAD, SP, and/or End-User agree to pay COMPANY'S then current charges for analysis and efforts to obtain a workable solution, including any customization of the Software for any particular purpose required by VAD, SP or End-User; or (to refund the License Fee paid by VAD for the Software within a commercially reasonable time. VAD shall advise SP of all remedy limitations provided herein. VAD agrees, and shall require that its SP’s will in no event, reverse engineer, decompile, alter, modify, repair, disassemble, or adjust the Software obtained hereby. Any customization or modification to the Software by VAD or its SP’s shall void COMPANY'S warranty obligations. COMPANY'S warranty obligations hereunder are contingent upon VAD and its SP’s proper storage, installation, use and maintenance and are limited to Software problems in which COMPANY determines that nonconformance with its specifications by VAD and/or SP did not significantly affect software performance. THE FOREGOING CONSTITUTES VAD and SP’s SOLE AND EXCLUSIVE REMEDY AND IS IN LIEU OF ANY AND ALL OTHER REMEDIES WHICH MAY BE AVAILABLE TO VAD, SP OR END-USER. IN NO EVENT WILL COMPANY OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF COMPANY OR COMPANY REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.
11.3 No Warranty on COMPANY'S Behalf. Except for the warranty set forth above, VAD shall make no warranty, guarantee or representation, whether written or oral, on COMPANY'S behalf. VAD agrees to indemnify COMPANY, and hold COMPANY harmless against and from any claims, damages, and expenses arising from any unauthorized warranty made by VAD relating to the Software. VAD shall require that SP makes no warranty, guarantee, or representation, whether written or oral, on Company’s behalf and require SP to indemnify COMPANY, and hold COMPANY harmless against and from any claims, damages, and expenses arising from any unauthorized warranty made by SP relating to the Software.
12. PATENT INDEMNITY
COMPANY will defend, at its own expense, any action brought against VAD to the extent that it is based upon a claim that COMPANY Software infringes any patent, trade secret or copyright, and COMPANY will pay costs and monetary damages finally awarded against VAD in any such actions that are attributable to such claim. Such defense and liability is conditioned on and limited by: (a) COMPANY being notified in writing within thirty (30) days of the claim by VAD of any such action; (b) COMPANY having sole control of the defense and all negotiations for settlement of such action; (c) the damage award liability of COMPANY not exceeding the purchase price and/or License Fee for such infringing COMPANY Software; and (d) VAD providing all available information, assistance and authority to enable COMPANY to defend, negotiate and settle such action. COMPANY shall have no liability to VAD under any provision of this clause with respect to any claim of infringement which is based upon: (a) Software based on specifications requested by VAD; or, (b) the combination or utilization of Software furnished hereunder with Software not provided by COMPANY; or, (c) the modification by VAD of Software furnished hereunder. The foregoing expresses the entire liability of COMPANY to VAD for patent or copyright infringement by Software.
13. LIMITATION OF LIABILITY
COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUE, LOSS OF GOODWILL, LOSS OF USE OF THE SOFTWARE OR ANY ASSOCIATED SOFTWARE, OR COST OF SUBSTITUTED SOFTWARE OR SERVICES WHICH ARISE OUT OF PERFORMANCE OR FAILURE TO PERFORM ANY OBLIGATION CONTAINED WITHIN THIS AGREEMENT, WHETHER THE CLAIM FOR DAMAGES IS BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR SUCH DAMAGES COULD HAVE REASONABLY BEEN FORESEEN. IN NO EVENT SHALL COMPANY'S MAXIMUM, CUMULATIVE LIABILITY TO VAD FOR ALL CLAIMS FOR DAMAGES RELATING TO COMPANY'S PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT EXCEED TOTAL AMOUNTS PAID TO COMPANY BY VAD PURSUANT TO THIS AGREEMENT.
14. TRADEMARKS
VAD recognizes, and shall require that SP recognizes the right of COMPANY to COMPANY'S licenses and sublicenses of patents, unpatented technology and know-how, copyrights (including Software), mask works, trademarks, service marks, trade names, symbols, logos and any variants thereof (hereinafter the "COMPANY Marks"). VAD shall not, and shall not permit SP to register any of the COMPANY Marks, or any variation thereof, adopted by COMPANY to identify the Software and other products and services belonging to COMPANY. VAD shall not, and shall not permit SP to market COMPANY in any way, which implies that the COMPANY Marks are the proprietary product of VAD, SP, or of any party other than COMPANY. COMPANY shall not have any liability to VAD for any claims made by third parties relating to VAD’S use of COMPANY Marks. VAD shall notify SP that COMPANY shall not have any liability to SP for any claims made by third parties relating to SP’s use of COMPANY Marks. VAD shall not, and shall not permit SP to use COMPANY Marks except in promotion of the Software. VAD agrees and shall require that SP agree that upon expiration or termination of this Agreement, it shall discontinue the use of COMPANY Marks without demand or judicial resolution to that effect. VAD shall comply and shall require that SP comply with COMPANY advertising guidelines as available on COMPANY website and incorporated herein. established in the Brand Identity Style Guide available from the Company Marketing Department.
15. CONFIDENTIALITY AND NON-DISCLOSURE
Confidential Information. For purposes of this Agreement, Confidential Information shall include, but not be limited to, proprietary information in any format related to COMPANY and/or VAD Products, processes, documentation or business prospects. The obligations set forth in this section shall survive the termination or expiration of this Agreement for any reason. Each of the receiving parties acknowledges and agrees that they and their respective affiliates, subsidiaries, employees, agents, SP’s and independent contractors will hold in confidence, and will not directly or indirectly at any time reveal, report, publish, disclose or transfer by any means whatsoever to any person any Confidential Information of the disclosing party without the prior written consent of the disclosing party, or use Confidential Information for any purpose except as permitted by this Agreement. The parties hereto agree to employ all necessary safeguards in order to ensure that Confidential Information is protected with at least the same degree of care a party uses to protect its own information of like nature. VAD shall require in writing that SP observe all Confidentiality provisions as set forth in this Agreement.
16. EXPORT
VAD may not and shall require that SP not export, re-export, divert, transfer, or disclose, directly or indirectly any portion of the Software (a) into (or to a national or resident of) Cuba, Iraq, Libya, Sudan, North Korea, Iran, Syria or any other country to which the U.S. has embargoed exports of goods; or (b) to anyone on the U.S. Treasury department’s list of specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders.
VAD may not, and shall require that SP may not enter into any contract or arrange for the export of any product herein without the express written consent of a COMPANY officer. VAD agrees, and shall require that SP agrees to comply with the United States Export Administration Act of 1979 as amended (the "ACT"), with the Export Administration Regulations ("EAR") promulgated from time to time there under by the United States Department of Commerce ("DOC") and any other statute or regulation promulgated by the United States government regarding the export and re-export of Software. In addition to any other indemnity under this Agreement, VAD shall indemnify, and shall require that SP indemnify and hold COMPANY harmless from and against any and all claims, damages and liabilities asserted by any person or entity against COMPANY connected directly or indirectly from a breach of this section by VAD or SP and their respective affiliates, subsidiaries, employees, agents and independent contractors. VAD'S indemnification under this Section shall include the payment of all reasonable attorney's fees and other costs incurred by COMPANY. VAD shall require that SP’s indemnification of COMPANY include the payment of all reasonable attorney’s fees and other costs incurred by COMPANY.
17. MARKETING
VAD agrees, and shall require SP to agree to permit COMPANY to review all of VAD’s and SP’s promotion and advertising material for the Software prior to use. VAD shall not use and shall withdraw and retract any promotion or advertising that COMPANY finds unsuitable, or is in breach of the terms of this Agreement. VAD shall require that SP not use and shall withdraw and retract any promotion or advertising that COMPANY finds unsuitable. VAD shall comply and shall require that SP comply with COMPANY guidelines established in the Brand Identity Style Guide available from the Company Marketing Department.
18. MISCELLANEOUS TERMS AND CONDITIONS
18.1 Assignment. This Agreement may not be transferred or otherwise assigned in whole or in part by VAD without the prior written consent of COMPANY, and if such consent is provided, COMPANY, at its sole option, reserves the right to require the assignee to execute a new VAD Agreement. COMPANY shall be entitled to assign its rights and obligations hereunder to its successor, by merger, operation of law, or otherwise, or to an entity that acquires more than fifty percent (50%) of its stock or assets.
(a) to its successor, by merger, operation of law, or otherwise, (b) to an entity that acquires more than fifty percent (50%) of its stock or assets, (c) to an affiliate entity or subsidiary, (d) upon the sale of the right to license and sublicense Software to the purchaser of said right, or (e) with the consent of VAD which consent shall not be unreasonably withheld.
18..2 Entire Agreement. This This Agreement, including the Exhibits hereto and all Purchase Orders placed hereunder, sets forth the entire agreement and understanding between the parties as to the subject matter hereof, and supersedes all previous written and oral agreements between the parties, and merges all prior discussions between them.
18.3 Force Majeure. COMPANY shall not be considered in default in performance of its obligations hereunder if performance of such obligations is prevented or delayed by acts of God or government, labor disputes, failure or delay of transportation, vendors or subcontractors, or any other similar cause or causes beyond the reasonable control of COMPANY.
18.4 Arbitration. Any controversy or claim arising out of or relating to this Agreement or breach thereof shall be submitted to arbitration by giving written notice to that effect to the other party. Within ten (10) days after delivery of such written notice, each party shall designate one arbitrator. The two arbitrators so named shall designate a third arbitrator, who shall be an attorney licensed to practice law in the State of Florida, to act as the head arbitrator. . The arbitration shall be conducted in accordance with the then prevailing rules of the American Arbitration Association. The arbitration shall be conducted in Palm Beach County, Florida unless alternate location is selected by unanimous agreement of the parties hereto. In no event may arbitration be initiated more than one (1) year following the date the complaining party provided written notice of the dispute to the other party.
18.5 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Florida without reference to the principals of conflict of laws thereof. In the event a dispute arises between the parties that is not or cannot be resolved by the arbitration procedures described herein, then the parties consent to the jurisdiction of the State of Florida, and designate the federal and state courts of Palm Beach County for venue purposes. The parties agree that this Agreement is not subject to and shall not be interpreted by the United Nations Convention on Contracts for the International Sale of Goods.
18.6 Modifications. Except as set forth in paragraph 5.1 and paragraph 7, this Agreement may not be modified except by a writing signed by a duly authorized representative of each of the parties.
18.7 Notification. All notices, requests and demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made, and received only: (i) upon delivery, if delivered personally to a party; (ii) on the first business day after the date of dispatch, if by facsimile transmission; (iii) one business day after deposit if delivered to a nationally recognized courier service offering guaranteed overnight delivery; or (iv) three (3) business days after having been deposited in the U.S. mails, certified mail, postage prepaid, return receipt requested. All notices shall be sent to the attention of the individuals that have executed this Agreement at the address set forth in the introductory paragraph.
18.8 Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, provided such provisions still express the intent of the parties. If the intent of the parties cannot be preserved, the Agreement shall either be renegotiated or rendered null and void.
18.9 Waiver. No waiver by COMPANY of any default shall operate as a waiver of any other default or of the same default on a future occasion. No delay, course of dealing or omission on the part of COMPANY in exercising any right or remedy shall operate as a waiver thereof, and no single or partial exercise by COMPANY of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy.
18.10 Electronic Authentication. Pursuant to the Electronic Signatures in Global and National Commerce Act ("E-Sign"), but notwithstanding any applicable Florida statute, regulation, or other rule of law, including enactment of the Uniform Electronic Transactions Act ("UETA"), any affirmative act of VAD indicating acceptance of the terms and conditions contained herein conveyed by means of a digital signature, electronic mail, internet communication or other similar authentication (hereinafter "Electronic Authentication") shall be fully valid, binding and enforceable against VAD, and is conveyed with the full power and authority to make the representations and warranties contained herein. VAD hereby waives any defense of unenforceability of this Agreement based solely on the existence of this Agreement or its endorsement in electronic form.
19. All conditions, limitations, restrictions, and requirements in this Agreement pertaining to and including but not limited to sales, goodwill, insurance, intellectual property rights, warranty limitations, legal compliance requirements, limitations of liability, marketing restrictions, remedies, exporting, and confidentiality, that pertain to VAD must also pertain to SP and thereby must be the subject of substantially similar contract provisions between VAD and SP.
IN WITNESS WHEREOF, this Agreement was entered into as of the day and year it was signed by an authorized representative for each party.
ACCEPTED FOR VAD:
Signed By: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Prsident
Date: 08-08-2002
ACCEPTED FOR Securit-e-Doc, Inc.
Signed By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: CEO
Date: 08-08-2002
(Effective Date)