Exhibit 10.14
GSA AWARDS, INC SCHEDULE PROGRAM AGREEMENT
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This GSA Awards, Inc Schedule Program Agreement (the "Agreement") is dated
as of March ,2006 (the "Effective Date'), and is made and entered into by and
between GSA AWARDS, INC. ("GSAA"). an Ohio Corporation. with its main business
offices at 00000 Xxxxxxx Xx Xxxxxxxx, Xxxx 00000, AND DATACALL TECHNOLOGIES,
Inc. (Client"), xxxx TX Corporation, with its main business offices at 000
Xxxxxxx Xxxxx X-00, Xxxxxxx, Xxxxx 00000, (each party may be referred to as a
"Party" or collectively referred to as the "Parties" herein).
RECITALS
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WHEREAS, GSAA is in the business of providing services to clients to assist
those clients in obtaining a Federal Supply Contract Number(s) and to thereafter
procure sales through the GSA; and
WHEREAS, Client is desirous of engaging the services of GSAA to obtain a Federal
Supply Contract Number(s) for the purpose of procuring sales through the GSA,
NOW, THEREFORE, in consideration of the mutual promises and obligations observed
and performed by the Parties hereto, GSAA and Client hereby agree as follows:
ARTICLE I-DEFINITIONS
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AS USED IN THIS AGREEMENT THE FOLLOWING TERMS SHALL MEAN:
GSA: the General Services Administration.
GSAA: G.S.A. Awards Inc.
FEDERAL SUPPLY CONTRACT NUMBER: the number assigned to the Client by GSA to
become a preferred vendor of GSA.
SIN: Special Item Number.
GSA ADVANTAGE: The GSA maintains an E-commerce website portal where GSA
approved vendors can list their goods and services. GSAA maintains Client
interface with this web site for listing of Client products and services.
Procurement officers search the web site place for procurement of products
and or services. In order to direct procurement officers directly to a Client
web site, where there are no competitors listings, GSAA continually reaches
all GSA web portals to take advantage of procurement officer requests and
when appropriate redirects the procurement officers to the individual
Client's web site. GSAA is under no obligation to provide any such
opportunity to any individual client. GSAA is entitled to the Success Fee as
set forth below if any such referral results in sales of client products to
government agencies or the GSA.
GSA INDUSTRIAL FUNDING FEE: The GSA requires that all persons or entities
holding a GSA Supply Contract Number and a Special Item Number for any or each
of their products is required to remit to the GSA an "Industrial Funding Fee", a
GSA required contribution to a business or industrial development fund. This fee
equals 3/4 of one percent (.75%) of total sales per quarter and GSAA will pay
the .75% Industrial Funding Fee out of GSAA's 10% Success Fee.
ARTICLE II-CLIENT RESPONSIBILITIES
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Client acknowledges that submission of inaccurate, incomplete or fraudulent
information to GSA may result in action by GSA, ranging from removal from
consideration for an award of a contract to cancellation of contracts previously
awarded. Client is responsible for assuring the accuracy and completeness of the
information provided to GSAA to obtain the Federal Supply Contract Number(s).
Client hereby represents and warrants to GSAA that all information and materials
to be provided to GSAA will be current, accurate and complete.
Client agrees to use its best efforts in providing GSAA all required
information. including, but not limited to:
1. Price lists and technical information for the products and/or
services to be offered to GSA.
2. Products and/or services offered to GSA.
3. Summary of commercial practices and non-standard discounts of the
products and/or services.
4. A description of Clients experience as related to the GSA Schedule.
5. Past performance references & ratings report from D&B ($125.00) if
needed.
6. Financial information, if required.
7. Notification to GSAA of all communication between Client and GSA.
8. Quarterly sales reporting of GSA sales to GSAA within ten (10)
business days of the end of each quarter.
Client recognizes in part, that its ability to obtain a Federal Supply Contract
Number(s) through the GSA will depend on complete, competitive and responsive
submission of information within GSA guidelines. Failure of Client to comply
with requests for information may result in a late contract award, a
disqualification of Client's proposal, or an additional fee to redo the modified
solicitation.
ARTICLE III-CSAA RESPONSIBILITIES
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GSAA will use its best efforts in the performance of the services specified
herein. The Parties understand and agree that the submission of Client's
proposal for a Federal Supply Contract Number(s) through the GSA, prepared by
GSAA, will not guarantee the assignment of a Federal Supply Contract Number(s).
However, if a Federal Supply Contract Number is not obtained because of GSAA's
inability to perform, then Client shall be entitled to a refund of the service
fee paid. GSAAs responsibilities include the following:
GATHER PRODUCT AND SERVICE INFORMATION:
a) GSAA will recommend which schedule contract is best suited to
represent the Client's products and/or services.
b) GSAA will recommend SINs that provide a more descriptive path for
product and service marketing.
c) GSAA will provide GSA's requests for information and required
materials to perform contract specifications.
d) GSAA will gather required information from Client to categorize,
organize and write proposal.
e) GSAA will add any additional distributors or sales agents that
are approved by the client, Any extra fees of these additional
approved distributor or sales agent will be the sole responsibility of
the Client.
2. MANAGE YOUR SCHEDULE:
a) Once the Client's contract has been awarded, GSAA will manage the Client's
schedule and all SINs to keep the Client's contract active and current for
the five (5) year term of this Agreement.
b) GSAA may, at its sole option and choice. choose to renegotiate an extension
of any Federal Supply Contract Number that Client obtains, and any awarded
SINs. Said renegotiation shall occur at GSAA' sole option and choice at the
end of the initial five (5) year contract term and at the end of any
additional five year terms, and shall be for an additional five (5) year
term, such renegotiation is conditioned upon Client having met the minimum
five (5) year sales goal of Two Hundred Thousand and 00/100 Dollars
($200,000.00) sales per annum in or One Million Dollars ($1,000,000) in
aggregate sales over the immediately preceding five year period. (See
Article IV Paragraph 5 below for definition of term of contract.)
3. MARKETING:
a) Develop a marketing strategy.
b) Set up GSA Advantage. Within 6 months of contract award GSAA will set up
the web search facilities through GSAA's servers and other capabilities
such that GSAA can cover Client's products, services, commercial sales
practices and contact information.
ARTICLE IV-FEES AND TERMS
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1. INITIAL MARKETING MANAGEMENT FEE: The Client agrees to pay GSAA an Initial
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Marketing Management Fee of Sixteen Thousand Five Hundred and 00/100 Dollars
($16,500.00), payable upon execution of this Agreement.
2. SUCCESS FEE AND ADVISORY SERVICES FEE. Client agrees to pay GSAA a Success
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Fee and Advisory Services Fee (the "Marketing Fee") based upon collection of
invoices for sales to the Federal Government as a result Federal Contract Supply
Number. In addition, where GSAA provides sales and/or lead opportunities to
Client through identifying Government bidding opportunities, or working with
GSAA's current list of Vendors, or Government and/or Commercial contracts,
and/or additional GSA contracts, then Client shall pay GSAA a Success Fee or
Advisory Services Fee therefore. Said Marketing Fee shall be a sum equal to ten
percent (10%) of all such invoiced amounts.
3. GSAA INVOICE. GSAA shall invoice the Client for the fees set forth in 2 above
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on a quarterly basis based upon sales reports. This invoice is independent of
the Success Fee and Advisory Services Fee due to AmBiz under the AmBiz Rep
Agreement for AmBiz separate services. Client shall not be double billed by GSAA
and AmBiz, AmBiz shall not xxxx client for the GSAA portion of the work, this
Agreement shall be the determining Agreement for GSAA work. AmBiz shall still
collect for the services it renders directly to Client under the ArnBiz Rep
Agreement.
4. PAYMENT TERMS. Client agrees to pay GSAA within twenty (20) days of the end
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of each reported quarter, provided GSA has paid Client under any Federal Supply
Contract Number for which GSAA seeks its Fees hereunder. If Client fails to pay
GSAA within twenty (20) days of the end of each quarter for which IT has been
invoiced, a penalty of one and one-half percent (1-1/2%) per month shall be
assessed on any unpaid balances exceeding the agreed payment terms. Moreover, if
any payment due GSAA is not received within thirty (30) days of the end of the
quarter GSA will have the right to terminate Client's Federal Supply Contract
Number.
5. TERM. The five year initial term of this Agreement shall commence upon the
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assignment of the Federal Supply Contract Numbers. Upon expiration of the
initial term, GSAA shall have the right and the obligation to renegotiate any
existing Federal Supply Contract Number previously assigned to Client for three
(3) additional successive five (5) year terms under the same terms and
conditions of this Agreement, provided the client has met the minimum sales
goals of $200,000.00 per year for the immediately preceding five year term, or
an aggregate of $1,000,000 in sales for the immediately preceding five year
period.
6. TERMINATION. If either Party engages in unethical business practice or
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misrepresenting products and/or services or otherwise commits a material breach
of this Agreement, this Agreement may be terminated upon a thirty (30) day prior
written notification. If the contract is terminated by GSAA prior to the
expiration of the original five (5) year agreement, for the reason stated above
then GSAA shall be entitled to fees for a period of one (1) year following the
termination.
ARTICLE V-NONDISCLOSURE AND RECRUITMENT AGREEMENT:
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I. NONDISCLOSURE. The Parties may engage in discussions or enter into other
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relationships in the course of which the Parties may disclose certain
proprietary corporate and financial information ("Information'). In
consideration of the benefits that the Parties expect to derive from such
discussions or relationships, the Parties hereby agree to the following:
The Parties will hold in confidence this Information and will not, without the
prior written consent of the Parties, either directly or indirectly, make any
use, for their awn benefit or otherwise, of the Information, including, but not
limited to, any commercial use thereof Or duplicate, disseminate, disclose, or
transfer any portion of the material or media on which the Information is
presented to any person, firm, business, governmental agency, or any other
entity.
2. SOLICITATION OF GSAA EMPLOYEES. The Client understands and recognizes the
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unique business of GSAA. Client also understands and recognizes that GSAA makes
substantial initial and continued investment in its employees. With this in
mind, should Client hire GSAA employee(s) during the term of this Agreement or
for one (1) year thereafter, Client agrees to pay GSAA a sum equal to the annual
compensation previously paid by GSAA to the employee who leaves as a result of
Client's breach of this Agreement.
ARTICLE VI- RELATIONSHIP OF PARTIES
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In performing services under this Agreement, GSAA shall operate as an
independent contractor, maintaining GSAA's own distinct and separate legal
entity apart from Client and AmBiz. In no event shall the Parties be liable for
any obligations of the other with respect to this Agreement, including, but not
limited to, any obligations to federal, state or local government agencies for
income tax, Social] Security, Workers' Compensation or any such tax or
employer-oriented obligations. GSAA, Client and AmBiz are independent
contractors with regard to this Agreement and the AniBiz Rep Agreement and all
actions and services performed under this Agreement or the AmBiz Rep Agreement.
Neither Party shall be construed to be the other Party's agent or authorized,
expressly or implicitly, to commit any other Party to any obligation.
ARTICLE VII - GENERAL
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1. APPLICABLE LAW AND JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY and
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construed under the laws of the State of Ohio. If a proceeding or claim relating
or pertaining to this Agreement is initiated by either Party hereto, such
proceeding or claim shall and must be tiled in Cuyahoga County, Ohio. This
Agreement and such proceeding or claim shall be governed by and construed under
Ohio law, without regard to conflicts of laws principles.
2. LITIGATION EXPENSE. The parties agree to pay the litigation costs of the
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prevailing party, including reasonable attorney fees, to enforce the terms of
this Agreement.
3. NOTICES. All notices required shall be in writing and shall be served by one
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party or its attorney to the other party or its attorney. All notices will be
effective upon receipt and shall be given in any one (1) of the following
manners:
a. By personal delivery, including, but not limited to, messenger
service or a nationally recognized overnight courier, of such notice; or
b. By mailing notice to the addresses recited below, by regular mail
and by certified mail, return receipt requested. Except as otherwise
provided herein, notice served by certified mail shall be effective upon
receipt.
For purposes of this Agreement, all notices shall be sent to the following
persons at the following addresses:
GSA Awards Inc.: Xxxx Xxxxxxxxxx, Director Business Development
GSA Awards, Inc West
000 X Xxxxxxx Xx. Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
GSA Awards, Inc. Headquarters
00000 Xxxxxxx Xx.
Xxxxxxxx, Xxxx 00000
Facsimile No.: 0-000-000-0000
Client: Xxx Xxxxxx,
CEO Datacall Technologies, Inc
000 Xxxxxxx Xxxxx X-00
Xxxxxxx, Xxxxx 00000
832.2302380 (Fax)
4. ASSIGNMENT. No assignment of this Agreement OT of any right or obligation
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under this Agreement shall be made by either Party without the prior written
consent of the non-assigning Party.
5. BINDING EFFECT. This Agreement shall inure to the benefit of and be binding
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upon Client, its successors, assigns or related companies. GSAA shall be
permitted to assign its rights and benefits under this Agreement only with the
prior written consent of Client, which consent shall not be unreasonably
withheld.
6. AMENDMENT. No subsequent agreements. contracts, promises or representations
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shall be binding or effective between the Parties, unless set forth in writing
and signed by Client's Authorized agent and GSAA.
7. ENTIRE AGREEMENT; AMENDMENT. This Agreement supersedes any and all
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understandings of the Parties regarding the subject matter hereof and represents
the entire understanding and agreement of the Parties, and there are no further
or other agreements or understandings, written or oral, in effect between the
Parties relating to the subject matter hereof. This Agreement may only be
amended or modified only by a written instrument signed by each of Parties.
The Parties have caused this Agreement to be executed by their duly authorized
representatives as of the dates designated below:
GSA AWARDS, INC. DATA CALL TECHNOLOGIES, INC.
Sign: /s/ Xxxxxxx Dadfario Sign: /s/ Xxxxx Xxxxxx
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Print: Xxxxxxx Dadfario Print: Xxxxx Xxxxxx
Date: 3/27/06 Date: 3/24/06