EXHIBIT 10.20
MASTER DISTRIBUTOR AGREEMENT
This AGREEMENT is signed between PVI and Master Distributor as designated below:
PVI: Preferred Voice, Inc.
Suite #570
0000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxx x XXX 00000-0000
Phone: 000-000-0000
Fax 000-000-0000
MASTER DISTRIBUTOR: Amerivoice Telecommunications, Inc.
000 X. Xxxxxxxxx Xxx.
Xxxxx 000
Xxxxxxxxx, XX 00000
Office: 414-277-2111
THIS MASTER DISTRIBUTOR AGREEMENT (hereinafter the "Agreement'), is made and
entered into as of the 30th day of December 1998 by and between PVI, a
corporation organized and existing under the laws of the State of Delaware
authorized to do business in Texas, and Master Distributor, a corporation
organized and existing under the laws of the State of Wisconsin.
BACKGROUND
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PVI is in the business of providing certain voice recognition products and
services having multiple applications in the telecommunication industry
(collectively referred to hereinafter, as the "Services").
Master Distributor is a member of an affiliated group of companies based
Milwaukee which, provides various telecommunication related services including
Personal Communication Services (PCS), Telephone Answering Services (TAS), long
distance, voice mail, cellular and paging services. In order to increase its
sales of the Services, PVI is establishing a national distribution network
through the creation of multiple distributorships (the "Distributorships'). The
Master Distributor desires to establish a Distributorship and PVI has agreed to
grant the Distributor the distribution rights set forth herein. Accordingly in
consideration of the mutual covenants and agreements set forth below, PVI and
Master Distributor agree as follows:
OPERATIVE PROVISIONS
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1. DEFINITIONS: (as used in this Agreement)
1.1 Master Distributor means the company as noted herein that has
purchased the right to market PVI products and Services within
but not limited to certain Market Areas as shall be further
defined in the territory referred to in Exhibit I A and
Exhibit I B hereinafter this area shall be defined for further
references as the Market Area throughout this Agreement.
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1.2 Distributor means a legally established corporation, entity,
or individual qualified to sell and/or distribute PVI's
Services under Master Distributor.
1.3 Dealer means a legally established corporation, entity, or
individual qualified to sell and/or distribute PVI's Services
under Master Distributor Agreement.
1.4 Agent means a legally established corporation, entity, or
individual retained by the Master Distributor, a Distributor,
or Dealer to sell PVI's Services directly to End- Users.
1.5 End-Users means customers using and paying for PVI's Services.
1.6 Xxxx(s) means any trademark, service xxxx, trade dress of
trade name which PVI may designate, use, or adopt from time to
time to identify its Services.
1.7 Services means any telecommunication service(s) or equipment
offered by PVI
1.8 Proprietary Information means any information, written or
oral, including, without limitation, any technical and/or
design information on the Services, and any information
relating to the present or future business operations,
financial condition, plans, sales, marketing and promotional
efforts, customers and price lists of PVI and its subsidiaries
and affiliates disclosing such information, and all other
information of any kind which may reasonably be deemed
confidential or proprietary, including, without limitation,
this Agreement and its terms.
1.9 National Account/Affinity Group will mean but not be limited
to, certain national, regional groups/companies that operate
in areas with multiple locations. For example, PVI currently
provides Services for members of the National Association of
the Self Employed (NASE).
2. APPOINTMENT & DUTIES OF MASTER DISTRIBUTOR
2.1 Subject to the provisions of Section 2.2 hereof, PVI hereby
appoints Master Distributor, and Master Distributor hereby
accepts appointment, as PVI's sole Master Distributorship in
the area defined on Exhibit 1 of this agreement.
2.2 Master Distributor shall market and sell the Services within
the assigned Market Area(s) at the prices set forth in Exhibit
2 attached hereto. The Master Distributor shall have the right
to market PVI Services outside the defined Market Area within
the continental United States. PVI may change the prices for
its Services at any time due to business conditions and or
regulatory changes. PVI will not offer pricing lower than the
pricing defined herein to other Master Distributors without
making that same pricing structure available to the Master
Distributor. It is understood by the Master Distributor that
national accounts/affinity groups may require other rate plans
and PVI will not be required to offer those rate plans to the
Master Distributor. It is expressly understood that the Master
Distributor may market to national account/affinity groups
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and in those cases, when necessary, PVI will provide
marketing support to the Master Distributor that may include
special pricing. Any special pricing offered will be
approved by PVI and at PVI's sole discretion and the Master
Distributor will be eligible to earn Commissions as further
defined herein. As stated, Exhibit 1 define the Master
Distributor's Market Area. PVI will not assign any other
Master Distributor in the same Market Area.
2.3 Master Distributor shall be paid Commissions in accordance
with the Commission schedule set forth in Exhibit 3 attached
hereto. Commissions shall be paid by the 15th day of each
month based upon collections during the prior month. The
Commission rates may not be changed without Master
Distributor's prior written consent, except as certain
Commission rates may be increased from time to time by PVI
as part of a sales promotion or incentive which may be
temporary in nature. Prior to Master Distributor's sale of
any additional Services on behalf of PVI, Master Distributor
and PVI shall mutually agree upon a Commission schedule
particular to that Service, which schedule shall be added as
an Exhibit to this Agreement. Commissions will be paid on
accounts sold outside the Master Distributor Market Area.
The Commission rate will be the standard PVI Commissions
defined herein less any Master Distributor over-rides
outside of the Market Area. Should the Master Distributor
enter into a contract with a national account/affinity group
at the PVI retail rates defined herein, the Master
Distributor will be awarded Commissions, as defined herein,
on all revenues billed and collected (by terms defined
herein). Should the national account/affinity group
Agreement for PVI Services through the Master Distributor at
retail rates that are not defined in this Agreement, PVI and
the Master Distributor will agree to a Commission schedule
for the specific account and define the Commission on an
Exhibit to be attached to this Agreement.
2.4 Master Distributor may not enter into any joint venture, the
establishment with a new corporation, or acquire any
interest in a company (or entity) which competes with the
business of PVI through the manufacture and/or sale of
Services which are substantially equivalent to, or
competitive with, PVI's Services. In the event that PVI
begins selling its Services within the Market Area as
defined herein , by any means other than through Master
Distributor, the restrictions placed on Master Distributor
in this Section 2.4 shall terminate; provided that for a
period of ninety (90) days after PVI commences such other
sales, Master Distributor shall not solicit for a
competitive service any PVI End-User acquired by Master
Distributor during the term of this Agreement.
2.5 The Master Distributor will pay a fee to secure the Master
Distributorship within the Market Area for PVI's Services as
defined in Exhibit 1. The Market Area is NOT TO BE
CONSIDERED AN EXCLUSIVE MARKETING AREA,; however, this
Master Distributor agreement has certain compensation
provisions defined in Exhibit 3, that compensate the Master
Distributor for any sales activity within the Master
Distributor Market Area that is not directly related to its
own marketing efforts and not directly related to any
national account/affinity marketing by PVI (PVI WILL NOT BE
RESPONSIBLE FOR
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PAYING COMMISSIONS TO THE MASTER DISTRIBUTOR ON DIRECT
NATIONAL ACCOUNTS THAT PVI ORIGINATES INCLUDING BUT NOT
LIMITED TO AFFINITY GROUPS).
3. RIGHTS AND OBLIGATIONS OF MASTER DISTRIBUTOR
3.1 Master Distributor may market and sell the Services directly
or through any number of Distributors, Dealers, or Agents. PVI
shall not be a Party to any arrangements between Master
Distributor and its Distributors, Dealers, or Agents, nor will
PVI in any manner be bound, or have any legal obligation in
respect thereof. Master Distributor further agrees that it is
not, nor shall it represent itself to be a PV1 employee or
officer of PVI, nor shall it assume or create any obligations
or responsibility on behalf of PVI, unless otherwise agreed
upon, in writing, by PVI. Also, it will be the Master
Distributor's responsibility to design Agent's and Dealers
Commission plans as it relates to the Master Distributors
business and the Master Distributor will have the sole right
to adjust those plans as required or as necessary.
3.2 Master Distributor shall use its best efforts to identify and
contract with Distributors, Dealers, and Agents, as
appropriate, and shall assist them in creating a market for,
promoting, and maintaining a demand for PVI's Services, as
well as, establishing an efficient network within the Market
Area in order to obtain maximum sales of PVI's Services.
Master Distributor shall be solely responsible for training
and compensating all its Distributors, Dealers, and Agents.
3.3 Master Distributor shall advertise PVI's Services in the
Market Area and participate in such trade shows and other
venues which will stimulate sales. Master Distributor shall,
in its sole discretion, determine the amount of any such
advertising and shall be solely responsible for the resultant
costs and expenses incurred. PVI may, at its sole discretion,
provide advertising at no expense to Master Distributor, as it
deems necessary. These activities shall be considered in any
determination of the inactivity clause herein; however, any
inactivity determination will remain and always be at PVI's
sole discretion.
3.4 Master Distributor shall send copies of all advertising and
sales promotion material and literature relating to the
Services to PVI for review and approval prior to distribution
which approval shall not be unreasonably withheld.
3.5 In all advertising, trade shows, conventions, and other
promotions, as well as in all sales and technical literature,
the name of PVI and the Trade Marks shall be evidenced and
respected. Master Distributor shall use the Trade Marks in
their original form, unless otherwise approved in advance, in
writing by PVI.
3.6 Master Distributor shall at all times maintain an inventory of
collateral support materials, for promotion, advertising,
signage, point-of-sale, record keeping, subscriptions, and
other items related to sales of the Services. PVI will make
available marketing materials as such materials are available.
Any such materials provided by
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XXX to Master Distributor shall be provided free of charge
unless otherwise agreed by Master Distributor.
3.7 Master Distributor shall forward any money collected for PVI
as it relates to the PVI Services sold to an End User
contracting for PVI Services as it relates to this
Agreement, on a weekly basis.
3.8 PVI will require that all potential Distributor, Dealers,
and or Agents that contact PVI directly shall first be
directed to work with the Master Distributor for information
of Services within the Market Area. It is understood by both
parties that in some cases it may be necessary for PVI to
work directly with certain national account prospects or
affinity groups within the Master Distributor's Area and
that due to the specific agreements PVI will not be liable
for any over-rides or Commissions in any way. The national
account or affinity groups that PVI may market to will be
defined and identified by PVI and will be at the sole
discretion of PVI.
3.9 Should PVI be acquired or merge with another company or
change ownership in any way, this Master Distributor
Agreement shall remain in full force as long as the Master
Distributor is in compliance with the terms of this
Agreement. PVI will include such language in any acquisition
or merger agreement.
4. PROPRIETARY RIGHTS INDEMNITY
4.1 If timely and promptly notified of any action (and all
claims relating to such action) brought against Master
Distributor, based upon a claim that the Service(s) or the
use thereof infringes a United States patent, Trade Xxxx,
Service Xxxx, or copyright ("Infringement Claim"), PVI shall
defend and hold harmless the Mater Distributor against such
action at its expense and pay the costs and damages awarded
in any such action, provided that PVI shall have sole
control of the defense of any such action and all
negotiations for its settlement or compromise. At any time
during the course of any Infringement Claim, or in PVI's
opinion, the Services are likely to become the subject of an
Infringement Claim, PVI will, at its option and its sole
expense, either procure the right to continue using the
Service(s), or replace or modify the same so that such
Service(s) becomes non-infringing. PVI will not have any
liability to Master Distributor for an Infringement Claim,
if such claim results from Master Distributor's modification
of the Services in any manner.
4.2 The foregoing states the entire liability of PVI with
respect to an Infringement Claim. No costs or expenses will
be incurred by the Master Distributor in defense of any such
claim. Not withstanding the provisions of section 4.2 PVI
shall be liable to the Master Distributor for the Market
Area fee paid pursuant to this Agreement in the event that
infringement claim results in PVI's inability to provide the
Service in the Market Area as contemplated by this
Agreement.
4.3 The purchase of the Services contemplated by this Agreement
may result in an implied license to the End User to use the
Services patented by PVI. No license to make, sell,
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or use the Services shall be created other than that
explicitly set forth in PVI's Service forms with the
End-Users.
5. RIGHTS, SERVICES, AND OBLIGATIONS OF PVI
5.1 PVI reserves the right to modify the characteristics of its
Services. The Master Distributor shall be advised by PVI of
any significant changes in Service(s) specifications. If these
changes are not acceptable to the End-User, PVI shall then
deal with the Master Distributors down line subscribers to the
Services and take all reasonable action to satisfy said
End-User.
5.2 PVI shall provide the Master Distributor with all necessary
documents and system documentation, required to market and
sell the Services, which shall remain the property of PVI.
Such documents and documentation may be in written form or
transmitted by tape, diskettes, e-mail, or other software
media, as determined by PVI.
5.3 PVI shall provide the Master Distributor with all pertinent
technical and sales information and collateral support
materials referenced in Section 3.7 above, PVI shall inform
the Master Distributor on a regular basis about the
development of new Services and applications, trends, and
competition in the market. PVI shall provide financial
assistance in implementing new changes in the form advertising
and promotions.
5.4 PVI shall provide the Master Distributor with the training
free of charge and within reasonable limits. Persons eligible
for training are Master Distributor's sales personnel. The
Master Distributor shall be responsible for all travel,
lodging, and all other out-of-pocket expenses related with the
training of its personnel.
5.5 PVI shall not assign more than one Master Distributor in
Market Area defined on Exhibit 1.
5.6 PVI shall:
(a) Develop and produce original copy (i.e. layout,
verbiage, plates, negatives, dies, and/or other setup
materials) of all necessary advertising and
collateral support materials for marketing the
Services;
(b) Provide and maintain all equipment (hardware,
software, and co-location facilities) reasonably
necessary to support the PVI Services marketed and
sold by the Master Distributor;
(c) Provide and maintain the connectivity necessary to
provision the PVI Services marketed and sold by the
Master Distributor;
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(d) Perform all fulfillment of the PVI Services marketed
and sold by the Master Distributor.
(e) Pay all Master Distributor Commissions outlined
herein, on a timely monthly basis as defined in
section 2.3 of this Agreement.
(f) PVI will in its best efforts at all times maintain
the network and equipment to provide the Services
defined herein.
(g) PVI warrants that it has the regulatory authority and
will maintain compliance during the term of this
Agreement.
(h) PVI warrants that it is licensed to utilize the
necessary technologies required to offer Service(s)
and will maintain said technology licenses during the
term of this Agreement.
6. LIMITATION OF LIABILITIES
PVI makes no warranties, expressed or implied, to the Master
Distributor with respect to the Services. The Master Distributor agrees that PVI
shall not be liable for any special, incidental, indirect, or consequential
damages, or for the loss of profit, revenue or Services even if PVI shall have
been advised of the possibility of such potential loss or damage, The Service is
an elective Service by the customer not a primary means of Service such as:
dedicated service (T-l's) or local dial tone.
7. DURATION AND TERMINATION OF THE AGREEMENT
7.1 This Agreement shall be effective for an initial term
commencing on the date of this Agreement (i.e. date of
execution by both Parties) and ending three (3) calendar years
thereafter. If not terminated by notice by either Party at
least sixty (60) days prior to the end of the initial term
hereof or any renewal term, the Agreement will be
automatically renewed for an unlimited number of successive
one (1) year periods.
7.2 Either Party may, without incurring any liability to the other
Party, unilaterally and with immediate effect, terminate this
Agreement at any time by a written notice sent to the other
Party in the event that:
(a) The other Party fails, for any reason(s) whatsoever,
to perform any of its obligations under this
Agreement and fails to remedy such default within
thirty (30) days after the receipt of written notice
of default and request for cure which notice shall be
sent certified mail return receipt requested; or
(b) The other Party becomes insolvent, files or is
subject to the filing of judicial process under any
law relating to bankruptcy or insolvency, consents to
a receivership, adopts an arrangement with creditors,
is dissolved, enters into liquidation, or ceases
doing business: or
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(c) The Master Distributor uses the name of PVI, or any
form thereof, as a corporate name for doing business,
or trade name, or otherwise, without the prior written
consent of PVI: or
(d) PVI will monitor all Master Distributor marketing. It
is understood by the Master Distributor that a
requirement to maintain the Master Distributorship is
consistent marketing efforts, to be defined as but not
limited to: consistently adding new Agents & Dealers,
the addition of new customers at a reasonable rate
expected by Master Distributors. Any inactivity, AS
DEEMED AT THE SOLE DISCRETION OF PVI, will be grounds
for termination of this Master Distributor Agreement.
Should this termination for inactivity right be
exercised by PVI, the Master Distributor will have the
option of converting to a standard and approved Dealer
and or Agent Agreement and will be subject to a Non-
Compete for a period of ninety (90) days. During the
Non-Competition period the Master Distributor will not
contact, solicit, or offer any services to PVI
customers nor enter into any relationship that would
compete with the business of PVI. Also, all customers
submitted to PVI directly or through Agents/Dealers and
subsequent End-Users, the Commissions due will be paid
as defined herein for the length of this agreement.
However, any Commissions paid on new business submitted
will be paid as defined within the new Agent/Dealer
Agreement executed by both parties. A reasonable
start-up time will be extended and as long as Dealers,
Agents and End-users are being added to sell and
purchase PVI Service(s), it will constitute activity.
8. EFFECT OF TERMINATION
8.1 Upon expiration or termination of this Agreement the Master
Distributor shall immediately (i) remove from its premises all
signs advertising the Services or which use the Marks, (ii)
cease to engage in advertising or promotional activities
concerning PVI's Services and use of its Marks, (iii) cease to
represent in any manner that the Master Distributor has been
designated by PVI as such, and (iv) deliver to PVI at the
Master Distributor's expense, all price lists, sales manuals,
service manuals, and any other documents concerning PVI's
Services which are in the Master Distributor's possession.
8.2 Master Distributor shall, with the mutually agreed termination
of this Agreement, have the right to claim reimbursement, or
compensation for Distributors, Dealers and Agents but shall
not have the right for compensation for alleged loss of
goodwill, loss of profits on anticipated sales, or the like,
or have any other liability for losses or damages resulting
from the termination this Agreement
9. PROTECTION OF PROPRIETARY INFORMATION
9.1 The Master Distributor agrees to maintain in confidence and
not to copy, reproduce, distribute, or disclose to any third
party, without the prior written approval of PVI, any
Proprietary Information.
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9.2 All sales of the Services (inclusive of license of the
Licensed Software) to Dealers and Agents are of the material
and tangible Services only. These sales, however, do not
include the sale of Services design (and source and/ or object
codes pertaining to the Licensed Software) which are
Proprietary to PVI. To the extent any such Proprietary
Information is made available to the Master Distributor, it is
done on a confidential basis. The Master Distributor will
neither disclose circuitry design details nor principles, nor
software codes (of any kind related), nor copy them for
purposes of manufacture, nor attempt to reverse-engineer
(de-compile) or otherwise alter the Services for any purpose
whatsoever.
9.3 With respect to the Proprietary Information relating to the
Master Distributor's business which is made available to PVI
by the Master Distributor to allow PVI to perform its
obligations under this Agreement, PVI will instruct its
personnel to keep such information confidential by using the
same care and discretion that PVI uses with data which PVI
designates as Proprietary Information. However, PVI shall not
be required to keep confidential any data which is or becomes
publicly available, is already in PVI's possession, is
independently developed by PVI outside the scope of this
Agreement, or is legally obtained form third parties. In
addition, PVI shall not be required to keep confidential and
may use for PVI's benefit any ideas, concepts, know-how, or
techniques relating to PVI's Services submitted to PVI or
developed during the term of this Agreement by PVI personnel
or jointly by PVI and the Master Distributor's personnel,
unless otherwise mutually agreed to by PVI and Master
Distributor.
9.4 The obligations of the Parties under this Section 9 shall
survive the expiration or termination of this Agreement, for
whatever reason, and shall be binding upon the Parties, their
successors and/or assigns.
9.5 The Parties acknowledge that the obligations and promises
under this Section 9 are of a special, unique character which
gives them particular value, and that a breach thereof could
result in irreparable and continuing damage for which there
can be no reasonable or adequate damages, remedy, or
compensation in an action of law. Each Party shall be entitled
to injunctive relief, a decree for specific performance,
and/or other equitable relief in the event of any breach, or
threatened breach by the other of its obligations or promises
under this Section 9, in addition to any other rights or
remedies which it may possess (including monetary damages, if
appropriate).
10. GENERAL
10.1 This Agreement shall be interpreted and its effect shall be
determined in accordance with the laws of the State of Texas.
10.2 Both PVI and Master Distributor agree that prior to any filing
with any jurisdiction as defined in section 10.3 herein,
automatic Arbitration would be the first solution to any
dispute. Both parties will select an Arbitrator and the
Arbitrators selected by both parties will select a third party
Arbitrator the three arbitrators will rule on any dispute.
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Any ruling by the Arbitrator's will be final. The Arbitrators
selected will be subject to the venues agreed to herein.
10.3 The Master Distributor and PVI consents to venue, and the
jurisdiction of the courts of Texas and may only file with
courts located in Dallas County and both parties agree that
any dispute arising under this Agreement shall be resolved in
such jurisdictions.
10.4 This Agreement cannot be assigned or sold to any third party
or any other entity, without first giving PVI first right of
refusal and/or without the prior written consent from PVI
which shall not be unreasonably withheld.
10.5 All notices and demands of any kind which either Party may
require or desire to serve upon the other shall be in writing
and shall be delivered either by personal service or by mail
at the address of the receiving Party set forth below (or at
such different addresses as may be designated by such party by
written notice to the other Party) or by facsimile. Such
notice shall be deemed received on the earlier of (i) the date
when was actually received or (ii) in the case of mailing,
five (5) business days after being deposited in the United
States mail with sufficient prepaid postage, registered, or
certified mail with return receipt requested and properly
addressed, or (iii) if by facsimile when the sending Party
shall have received facsimile confirmation that the message
has been received by the receiving Party's facsimile machine.
If notice is sent by facsimile, a confirmed copy of such
facsimile shall be sent by mail to the receiving party.
The address and facsimile numbers of the Parties, for purposes of the Agreement
are as follows:
PVI PREFERRED VOICE, INC.
0000 Xxxxxxxxxx Xxx., Xxx. 000
Xxxxxx, XX 00000-0000
Facsimile: 000-000-0000
Attention: G. Xxx Xxxxxx
MASTER DISTRIBUTOR
Amerivoice Telecommunications, Inc.
000 X. Xxxxxxxxx Xxx
Xxxxxxxxx, XX 00000
Facsimile: 000-000-0000
Attention: Xxxxx Xxxxxx
10.6 Any provision of the Agreement held to be invalid under
applicable law shall not render this Agreement invalid as a
whole, and in such event, such provision shall be interpreted
so as to best accomplish the intent of the Parties within the
limits of applicable law.
10.7 A valid contract binding upon PVI and the Master Distributor
comes into being upon execution of this Agreement by duly
authorized representatives of PVI and the Master Distributor.
This Agreement contains the exclusive terms and conditions
between the Parties hereto with respect to the subject matter
hereof, and does not operate as an acceptance of any
conflicting or additional terms and provisions of the Master
Distributor's Agreements with Distributors, Dealers or Agents,
which shall not be
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deemed to alter the terms hereof. Amendments to this Agreement
may be effected only in writing, when signed by the Parties
hereto specifically stating it is intended to amend this
Agreement.
10.8 Costs of Enforcement:
If any action is commenced by either Party concerning this
Agreement, the Party which prevails in such action will be
entitled to a judgement against the other Party for the costs
of such arbitration or action, including court cost,
reasonable expenses of litigation, and reasonable attorneys'
fees.
10.9 The Master Distributor acknowledges that it is an independent
contractor.
IN WITNESS WHEREOF, PVI and the Master Distributor hereby have duly executed,
signed, and initialed each page of this Master Distributor Agreement in
duplicate originals on the dates indicated herein.
Preferred Voice, Inc.
/s/ Xxxxxxx X. Xxxxx
----------------------------------
By Xxxxxxx X Xxxxx, Vice-President
Authorized Signature
Date: 12-30-98
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Amerivoice Telecommunications, Inc.
/s/ Xxxxx Xxxxxx
----------------------------------
By Xxxxx Xxxxxx
Master Distribuutor
Authorized Signature
Date: 12-30-98
------------------------
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EXHIBIT 1 A
Market Area Fee: $40,000.00
Market Area: State of Illinois
State of Wisconsin
1. All NXX's (exchanges are included and defined as NXX's as part of the
Market Area).
2. The Master Distributor Fee will be paid in full up front.
For each up-front dollar (does not include any portion of the Master Distributor
fee financed by PVI or any Market Area other than what is defined on Exhibit 1)
paid by the Master Distributorship, PVI will issue one (1) PVI Warrant to the
Master Distributor, at a strike price of $1.00, in the name provided by the
Master Distributor. The Master Distributor may sell the Warrant at any time
during the period defined in the Warrant Agreement forthcoming and according to
the rules established by the Warrant Agreement. This statement/explanation will
be superceded by the Warrant/Stock Agreement executed by and between both
parties to be provided by PVI within 15 working days of the execution of this
Master Distributor Agreement. This offer may be replaced, changed and/or
terminated if this agreement and the Master Distributorship fee is not executed
and received by January 15, 1999. Any deposits for future Market Areas are
included and will be awarded dollar for dollar as defined above, one Warrant for
each dollar spent for the reservation of a Market Area.
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EXHIBIT 2 PRODUCT 1
EMMA Telephone Receptionist
PRODUCT DESCRIPTION: EMMA TR is the world's first central office "voice auto
attendant."
PRODUCT APPLICATION: EMMA TR is a viable way for business' to answer their
phones professionally, 24 hours a day 7 days a week. EMMA's predatory pricing
and user friendly features are revolutionary to a $2.3 billion market that has
not had any competition to date.
TARGET MARKET: All companies that require an attendant during office hours and
after hour answering services.
PRODUCT FEATURES & BENEFITS:
X Consistent professional X 24 hours 7 days a week
receptionist
X 50% less cost than X Local locate
competition
X Extended local calling X No CPE required
PRODUCT DISTRIBUTION: A franchise approach will be used for product deployment.
A "Master Distributor" will be secured in each market area, the most likely
candidates will be current TAS, voice mail and paging providers with established
customers within the specific market area.
PRODUCT PRICING:
X 19.95 per answered line X Expanded local dialing-(varies)
X $4.95 local locate X $49.95 Set-up fee
X $4.95 Per personal directory X $0.12 Long distance dialing
DISTRIBUTOR COMMISSIONS: Up-front and residual commissions can be earned
COMPETITION: Telephone Answering Services, Paging Companies and Voice Mail
Companies.
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EXHIBIT 2 PRODUCT 2
EMMA Virtual Personal Assistant
SERVICE DESCRIPTION: VIP 800 VPA is a revolutionary service that addresses four
important areas for the average business person: time management, connectivity,
single number simplicity and low cost. It allows the business user to never miss
a call and allows them the ability to receive a call, via the revolutionary
ability to call forward a personal 800 toll free number to any number, from any
phone anywhere at anytime. It allows them to screen out calls to voice mail that
they wish not to take and utilize the most advanced speaker independent voice
recognition technology, to place calls by speaking the name of the individual or
business they wish to call from their pre- programmed voice directory. Best of
all it is reliable, convenient, user friendly and the predatory pricing makes it
affordable for everyone.
SERVICE APPLICATION: VIP 800 VPA is specifically designed for the business
person that is on the move or dealing with multiple time zones. They can receive
calls from their cellular phone, office phone, home phone, hotel phone, clients
phone, friend's cellular phone and any phone they choose etc. Basically the
business person can receive a call anytime anywhere from any phone. They also
have the ability to screen calls to voice mail that they do not want. They will
also be able to put into storage their Palm Pilots and address books with all of
their contacts and phone numbers loaded into their voice directory by PVI. They
simply speak the name from their directory and the call is completed. This
service is the answer to the four aforementioned challenges to the business
person today: time management, connectivity, single number simplicity and low
cost. The business person's customers and potential customers will only have one
number to remember, not 3 to 4 numbers for their contact person as they have
today.
TARGET MARKET: Local, regional, national and international business travelers.
Large corporations right down to the home based business and individuals.
PRODUCT FEATURES & BENEFITS:
X Single number X Home base pricing
X Single number locate X Voice dialing directory
X Call screening X No numbers to remember
X Availability at all times X No manual dialing
X Ultimate customer service X Eliminates hard fraud
X Becomes LD calling card X Local access to voice directory
X Time Management X Connectivity
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PRODUCT DISTRIBUTION: Affinity Groups, Telecom Resellers, Internet Service
Providers, Multi-Level Marketing Companies, Paging Companies, Executive Suites,
Shared Tenant Providers and TAS Companies.
PRODUCT PRICING:
X $4.95 - 800 number reservation X $4.95 call screening
X $0.12 per/min - home base calls X $5.00 Local locate
X $0.22 per/min - outside home X Expanded local dialing
base (varies)
X Add moves & changes ($.025) X $29.95 Set-up fee
DISTRIBUTOR COMMISSIONS: Up-front and residual commissions can be earned.
COMPETITION: Certain companies that offer locate type functions through voice
mail today such as, Wild Fire and various other non-voice touch tone activated
service. The problem the competition faces against the PVI EMMA product line is
they are not competitively priced (due to their equipment architecture costs and
software deficiencies) and they are not user friendly, unlike EMMA.
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EXHIBIT 2 PRODUCT 3
EMMA FAMILY & FRIENDS
SERVICE DESCRIPTION: VIP 800 family & friends is a user friendly service that
gives family and friends the ability to dial the family toll free number and
access a common directory of names. The caller simply speaks the name of someone
in the directory and they will be connected to them. It's just that simple, no
numbers to look up or dial and the only authorized users are those family and
friends with the VIP 800 number.
SERVICE APPLICATION: Many families are scattered across the state and country.
This VIP 800 service allows you to always stay in touch, whether it is for
normal everyday communication or in the case of an emergency. Grandparents can
provide their grand-children with a number that they can reach them on, the
parents can provide the grand-parents a number that they can reach them anywhere
in the USA o PVI can provide nap-sack tags for the smaller children and even dog
tags can be ordered with the family 800 number on the tag. The convenient easy
to use speaker independent voice directory will be pre-programmed with all of
the participants numbers: office, home, cellular, etc. This service also comes
with a locate feature so that if your children or other family members need you,
they can easily find you no matter where you are: work, cell phone, lake house,
home, hotel, etc. This VIP 800 service can also be set-up with a "fraud free"
guarantee, which is great for kids in college. As with all VIP 800 services,
family & friends is priced for all budgets.
TARGET MARKET: Families and friends.
PRODUCT FEATURES & BENEFITS:
X Emergency's X Only one number to remember
X Fraud control X Connectivity
X Everyday communication X Single number locate
PRODUCT DISTRIBUTION: Affinity Groups, Telecom Resellers, Internet Service
Providers, Multi-Level Marketing Companies, Paging Companies.
PRODUCT PRICING:
X $4.95 - 800 number X $4.95 call screening
reservation
X $0.12 per/min - home base X Local locate no cost
calls
X $0.22 per/min - outside home X Expanded local dialing (varies)
base
X Adds moves & changes ($.025) X $29.95 Set-up fee
DISTRIBUTOR COMMISSIONS: Up-front and residual commissions can be earned.
COMPETITION: None that has been identified other than 800 numbers offered by the
long distance carriers that terminate at the home (one number) only.
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EXHIBIT 2 PRODUCT 4
EMMA Virtual Office
PRODUCT DESCRIPTION: EMMA Virtual Office creates an identity and a professional
answering service for companies that have offices in more than one location.
PRODUCT APPLICATION: XXXX X.X. is a product designed for companies and
consultants that are in different offices/locations. It could be different
offices in the same city or offices in a located different states. It gives the
company the appearance of one central office/location. EMMA answers the phone
professionally and connects the caller to their party or sends the call to their
current voice mail system.
TARGET MARKET: Business people that work from home, companies with offices in
more than one location and consultants that work on projects for consulting
firms. Realtors such as Re Max and others.
PRODUCT FEATURES & BENEFITS
X Consistent professional X 24 hours 7 days a week
receptionist
X Call Screening X Single number locate
X Call forwarding to remote X No CPE required
offices
X Time management X Connectivity
PRODUCT DISTRIBUTION: A franchise approach will be used for product deployment.
A "Master Distributor" will be secured in each market area, the most likely
candidates will be current TAS, voice mail and paging providers with established
customers within the specific market area.
PRODUCT PRICING:
X $19.95 Monthly cost X $49.95 Set-up fee
X $4.95 Per one number locate X Expanded Local (varies)
X $4.95 Locate screening X $0.18 per minute
X $.05 Per call cost (local)
DISTRIBUTOR COMMISSIONS: Up-front and residual commissions can be earned
COMPETITION: Wildfire and touch tone driven services.
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EXHIBIT 2 PRODUCT 5
EMMA INTERNATIONAL DIRECT
PRODUCT DESCRIPTION: EMMA I.D. will allow companies that would like to have a
presence in the United States with their own toll free 800 number. EMMA will
call forward the 800 number to an office(s) internationally.
PRODUCT APPLICATION: EMMA I.D. allows a company that is doing business in the
states to forward calls to an office located internationally for handling.
Currently companies that are located in other country cannot have an 800 number
that terminates into another country. This is the only 800 number that allows
voice call forwarding to single or multiple locations. In addition, when
companies that use this service have employees traveling in the states the 800
number becomes a calling card.
TARGET MARKET: International companies doing business in the United States that
do not have offices here or need to send calls to an international office for
handling.
PRODUCT FEATURES & BENEFITS
X Consistent professional X 24 hours 7 days a week
receptionist
X Intelligent Call Forwarding X Smart calling card
X Single number dialing for X No CPE required
customers
PRODUCT DISTRIBUTION: A franchise approach will be used for product deployment.
A "Master Distributor" will be secured in each market area, the most likely
candidates will be current TAS, voice mail and paging providers with established
customers within the specific market area. Affinity groups will also secure
business opportunities for this product.
PRODUCT PRICING:
X $9.95 per month X $99.95 Set-up fee
X Per minute charges based on country
DISTRIBUTOR COMMISSIONS: Up-front and residual commissions can be earned
COMPETITION: Wildfire and touch tone driven services.
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EXHIBIT 2 PRODUCT 6
EMMA Corporate Direct
PRODUCT DESCRIPTION: EMMA C.D. offers the ability to any customer/company
instant connectivity to any employee that has EMMA VPA.
PRODUCT APPLICATION: EMMA C.D. allows a company to enhance their EMMA VPA
service. The companies EMME VPA numbers are loaded into a data-base that is
assigned its own 800 number. By dialing the 800 number and speaking the name of
the person you will be automatically connected to their VPA locate number.
TARGET MARKET: This can be a
PRODUCT FEATURES & BENEFITS
X Consistent professional X 24 hours 7 days a week
receptionist
X Intelligent Call Forwarding X Smart calling card
X Single number dialing for X No CPE required
customers
PRODUCT DISTRIBUTION: A franchise approach will be used for product deployment.
A "Master Distributor" will be secured in each market area, the most likely
candidates will be current TAS, voice mail and paging providers with established
customers within the specific market area. Affinity groups will also secure
business opportunities for this product.
PRODUCT PRICING:
X $9.95 per month X $99.95 Set-up fee
X 0.16 Per minute cost X
DISTRIBUTOR COMMISSIONS: Up-front and residual commissions can be earned
COMPETITION: Wildfire and touch tone driven services.
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EXHIBIT 2 PRODUCT 7
The "SMART" Business Line
SERVICE DESCRIPTION: The SBL gives any person the competitive edge. It is
specifically designed for persons on the move who do business from two or more
locations, i.e., office, home, cellular phone, hotel room, etc. With SBL anyone
can receive or make important local and long distance calls anywhere in the USA.
SBL also gives you the convenience and safety of making calls by using a
voice-activated telephone directory of your most frequently called names and
numbers.
SERVICE APPLICATION: The telephone company, after 100 years, is still providing
local business lines that only ring at one location. SBL is a portable (on the
go) business line that rings you at any phone no matter where you go, locally or
anywhere in the USA. You never have to miss an important call again. It also
gives you the option to screen your incoming calls on any phone you use. The
Intelligent Call Screening (ICS) function tells you the name of the person
calling you and you have the choice of either accepting the call, sending the
call to voice mail, or having SBL tell the caller you are not available at this
time. The service also offers you low cost long distance (1+ dialing, incoming
800 service and calling card). SBL also provides you with the ability to make
calls by speaking the name of the person or location you are calling. You never
have to remember a telephone number or dial a lot of digits. This revolutionary
service has the potential to alter the telecommunications industry as we know it
today.
TARGET MARKET: Real Estate Agents, Pilots, Flight Attendants, Appraisers,
Service Technicians, Consultants, Engineering firms, Brokers, Attorneys
etc......
SERVICE PRICING:
SBL $19.95 monthly charge
Set-up fee $40.00 one time charge
Custom Greeting $10.00 one time charge
Custom Greeting $2.95 monthly
Expanded local calling $9.95
(pricing will vary slightly by area)
DISTRIBUTION: Master Distributors and Agents. Commissions available.
COMPETITION: None
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EXHIBIT 3
EMMA VPA, FF, ID, CD Commission Schedule:
X 30% Per 800 number reservation
X 10% Residual Commission paid on the per minute billing
X 10% Residual Commission paid any other Services purchased by customer
X 50% one time set-up fee
All Commissions are paid on collected revenue only
EMMA TR & VO Commission Schedule:
X 50% per month (Per line answered)
X 30% per month (One number locate)
X 50% Set-up fee (One time Commission)
X 10% Residual Commission paid on the per minute billing
X 10% Residual Commission paid any other Services purchased by customer
X $1.00 Per month (EMMA TAS Territory Over-ride)
All Commissions paid on collected revenues only
SBL Commission:
X 50% of the service set-up fee
X 16% of the Basic Business Line Monthly Fee (including ELC, Custom Greeting)
X 0% of the Custom Greeting set-up fee
X 10% Residual on any other monthly usage charges (long distance, calling card)
X 3% quarterly over-ride on usage revenue (long distance, calling card)
All Commissions paid on collected revenues only
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