This AGENT Agreement ("Agreement") is made and effective this 5th day of April
2005, by and between COMPLIANCY GROUP LLC ("CG LLC") and ("AGENT").
WHEREAS, CG LLC has developed certain computer programs and related
documentation referred to as (the "Products") and desires to grant
AGENT the right to market and distribute the Products; and
WHEREAS, AGENT is in the business of marketing and distributing computer-
related products and software and desires to have CG LLC grant to it the right
to market and distribute the Products in the United States.
AGENT agrees to use its best efforts to promote the sale of the Products.
AGENT agrees to permit CG LLC to review all of Agent's promotion and
advertising material for the Products prior to use. AGENT shall not use and
shall withdraw and retract any promotion or advertising that CG LLC finds
unsuitable, or is in breach of the terms of this Agreement.
NOW, THEREFORE, it is agreed:
1. Nonexclusive Appointment
AGENT is hereby appointed a nonexclusive AGENT of the Products for sale in the
United States pursuant to this Agreement. AGENT accepts such appointment and
agrees to serve as an AGENT for the licensing of the Products to end users as
provided herein. This Agreement is not exclusive to AGENT, and CG LLC
reserves the unrestricted right to sell, license, market and distribute or to
grant to others the right to sell, license, market and distribute the Products
and value added versions thereof anywhere in the world.
2. License of the Product to End-Users/ASP Subscription
In connection with Agent's agreement, AGENT will have End-Users execute an End-
User License Agreement when selling the Products or a Service Level Agreement
when utilizing the ASP program with CG LLC. CG LLC shall have no liability
to AGENT in the event any prospective End-User refuses to agree to enter into
an End-User License Agreement or Service Level Agreement.
3. License to use Trademark and Trade Name.
Any and all trademarks and trade names that CG LLC uses in connection with
the license granted hereunder are and remain the exclusive property of CG
LLC. Nothing contained in this Agreement shall be deemed to give AGENT any
right, title or interest in any trademark or trade name or intellectual
property or property of CG LLC relating to the Products. Subject to notice
from CG LLC in writing that modifies or cancels such authorization, during
the term of this Agreement, AGENT may use the trademarks and trade names
specified by CG LLC in writing for normal advertising and promotion of
4. Product Changes
CG LLC has the right to modify, alter, amend or delete from the Products at
any time at its sole discretion, following at least thirty (30) days prior
written notice. AGENT agrees not to remove from the Products any copyright
notice included therein.
In the performance of this Agreement, AGENT may have access to confidential,
proprietary or trade secret information owned or provided by CG LLC relating
to software computer programs, object code, source code, marketing plans,
business plans, financial information, specifications, flow charts and other
data ("Confidential Information"). All Confidential Information supplied by CG
LLC pursuant to this Agreement shall remain the exclusive property of CG LLC.
The AGENT shall use such Confidential Information only for the purposes of
this Agreement and shall not copy, disclose, convey or transfer any of the
Confidential Information or any part thereof to any third party without a
formal agreement from CG LLC.
6. Proprietary Rights
AGENT acknowledges and agrees that the Products, and all copies thereof,
constitute valuable trade secrets of CG LLC and/or proprietary and
confidential information of CG LLC and title thereto remains in CG LLC.
Ownership of all applicable copyrights, trade secrets, patents and other
intellectual property rights in the Products are and shall remain vested in
CG LLC. All other aspects of the Products, including without limitation,
programs, methods of processing, design and structure of individual programs
and their interaction and programming techniques employed therein shall
the sole and exclusive property of CG LLC and shall not be sold, revealed,
disclosed or otherwise communicated, directly or indirectly, by AGENT to any
person, company or institution whatsoever other than as expressly set forth
herein. The copyright notice and restricted rights legends contained in the
Products shall appear on all tapes, diskettes and other tangible media
distributed by AGENT.
7. Warranties and Representation of AGENT Sales Organization and
In connection with the performance of its obligations in this Agreement, in
a professional and businesslike manner, AGENT agrees to:
A. Hire, train and employ at its place or places of business competent,
professional and ethical sales, technical and support personnel to sell and
support the CG LLC products and/or services.
B. Stay current with respect to information and specifications concerning
the CG LLC Products and attend CG LLC's Training with respect to the Products.
C. Properly demonstrate the Products and be able to demonstrate the
features of the Products to prospective customers of the AGENT. AGENT has
the right to use the Product for marketing demonstration purposes.
D. Provide prompt, reliable and competent assistance to AGENT's end user
customers with respect to the Products and have in place an escalation
process to inform and report regularly to CG LLC any problems, as they relate
to the CG LLC software.
E. Conduct its business in a professional, businesslike manner that will
reflect favorably on CG LLC and the Products, and not engage in deceptive,
fraudulent, misleading, illegal or unethical business practices, whether
with respect to the Products or otherwise.
8. Warranties and Representation of CG LLC's Assistance and Support
A. CG LLC will provide reasonable commercial and technical assistance to
AGENT as may be necessary and appropriate to assist AGENT in effectively
carrying out its obligations under this Agreement and in the promotion and
sale of the Products to AGENT's customers. CG LLC will from time to time and
subject to availability provide to AGENT sales promotion materials, technical
manuals, sales aides and other materials helpful in the promotion or sales
of the Products.
B. CG LLC will offer to AGENT product and services training for a fee.
This training will be specific to Product usage, configuration, management
and updating. AGENT will purchase a minimum amount of training as part of
this agreement to be mutually determined by CG LLC and the AGENT within
thirty (30) days after execution of this agreement.
9. Agent Compensation
Commission: See Attachment A for software.
Payments: Commission payments will be paid out thirty (30) days from
receipt of payment from customer.
CG LLC retains the right to refuse any order that does not meet the terms
and conditions of this agreement and/or the laws and regulations of state,
federal and local laws and regulations.
10. Specific Remedies
If AGENT commits a breach of any of the provisions of the Sections on
Confidentiality or Proprietary Rights, CG LLC shall have, in addition to
all other rights in law and equity, (a) the right to have such provision
specifically enforced by any court having equity jurisdiction, it being
acknowledged and agreed that any such breach will cause irreparable injury to
CG LLC and that monetary damages will not provide an adequate remedy, and (b)
the right to require AGENT to account for and pay to CG LLC all compensation,
profits, monies or other tangible benefits (collectively "Benefits") derived
or received as the result of any transactions constituting a breach of any
of the provisions of the Sections on Confidentiality or Proprietary Rights, and
AGENT hereby agrees to account for and pay such Benefits.
11. Limited Warranties
A. CG LLC warrants that it is the owner of or otherwise has the right to
license the Products and otherwise perform its obligations set forth herein.
B. CG LLC warrants that the media upon which the Products are included
shall be free from defects in materials and workmanship for a period of thirty
(30) days following the date of shipment. In the event of any breach of
the warranty set forth in this section, AGENT's sole remedy and CG LLC's sole
liability shall be for CG LLC to replace the defective media.
12. Force Majeure.
Neither party shall be liable or deemed to be in default for any delay or
failure in performance under this Agreement or interruption of service
resulting directly or indirectly from acts of God, or any causes beyond the
reasonable control of such party.
13. Relationship to the Parties
AGENT is not, under this agreement, a partner, representative or joint venture
partner of CG LLC. AGENT has no authority to assume or create any obligation
for or on behalf of CG LLC, expressed or implied, with respect to the Products
14. Terms and Termination
A. This Agreement shall commence on April 5th, 2005 and continue for a
Term of 1 year, ending April 5th, 2006. Thereafter, this Agreement shall
continue until a party shall give notice to the other party of its desire to
terminate this Agreement upon at least thirty (30) days prior written notice.
B. In the event that AGENT has failed to pay any amount when due or is
in breach or default of any other material obligation set forth in this
Agreement, then CG LLC may notify AGENT and if AGENT has not paid the entire
amount due or cured its other breach or default within forty-five (45) days
following such notice, then CG LLC may elect to terminate this Agreement.
C. In the event of any other breach or default of any material
obligation owed by CG LLC in this Agreement, then the AGENT may provide notice
to CG LLC and if such breach or default is not cured within forty-five (45)
days following such notice, the Agreement may be terminated by AGENT.
15. CG LLC Termination
CG LLC under any of the following conditions may terminate this Agreement
(i) if one of the parties shall be declared insolvent or bankrupt;
(ii) if a petition is filed in any court to declare one of the parties
bankrupt or for a reorganization under the Bankruptcy Law or any similar
statute and such petition is not dismissed in ninety (90) days or if a
Trustee in Bankruptcy or a Receiver or similar entity is appointed for one
of the parties;
(iii) if AGENT breaches the provisions of Sections Confidentiality or
Proprietary Rights of this Agreement; or
(iv) if AGENT 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 CG LLC.
16. Duties upon Termination.
Provided termination is not a result of a material breach of the Sections on
Confidentiality or Proprietary Rights, the parties agree to continue their
cooperation in order to effect an orderly termination of their relationship.
Upon termination, AGENT shall have no right to order or receive any additional
copies of the Products and all of AGENT's rights and licenses granted hereunder
shall immediately cease. Within thirty (30) days of termination, AGENT shall
return all copies of any promotional materials, demonstration software,
marketing literature, written information, reports and any related information
pertaining to the Products that have been supplied by CG LLC.
Any notice required by this Agreement or given in connection with it, shall
be in writing and shall be given to the appropriate party by personal delivery
or by certified mail, postage prepaid, or recognized overnight delivery
If to CG LLC: Compliancy Group LLC
000 Xxxxxx Xxxx
Xxxx Xxxxxxxxx, XX 00000
Fax Number 0-000-000-0000
If to AGENT:
If a court of competent jurisdiction holds any term of this Agreement, to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
19. Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of
the state of New York.
20. Final Agreement.
This Agreement terminates and supersedes all prior understandings or
agreements on the subject matter hereof. This Agreement may be modified
only by a further writing, which is duly executed by both parties.
21. Entire Agreement.
This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes all previous proposals,
both oral and written, negotiations, representations, commitments, writings
and all other communications between the parties. This Agreement may not be
modified except in writing signed by a duly authorized representative of each
of the parties.
22. Independent Contractors.
It is expressly agreed that the AGENT is acting hereunder as an independent
contractor and under no circumstances shall any of the employees of one party
be deemed the employees of the other for any purpose. This Agreement shall not
be construed as authority for either party to act for the other party in any
agency or other capacity, or to make commitments of any kind for the account of
or on behalf of the other except to the extent and for the purposes provided
23. CG LLC Agreement.
This Agreement is not transferable by either party hereto without the written
consent of the other, except that this Agreement shall be a CG LLC assignable
by CG LLC to an affiliate entity or upon the sale of the right to license and
sublicense the Products to the purchaser of said right. This Agreement shall
be binding upon and inure to the benefit of the parties and their respective
24. Reseller Pricing and MSRP
Reseller shall pay CG LLC the Reseller Price, listed above, for the
corresponding number of licenses. Reseller is prohibited from licensing
the Courseware for any price that exceeds MSRP for a specific license range.
IN WITNESS WHEREOF, the parties hereto have executed this AGENT Agreement as
of the date first above written:
/s/ Xxxxxx Xxxxxxxxx /s/ Xxxxx Xxxxxxxx
Xxxxxx Xxxxxxxxx CEO Company Director
Compliancy Group LLC
Date: ___________________________ Date: _________________________
Lite Professional Enterprise
Multiple Facilities and switching x x x
Activity Logs x x x
Downloadable Mandates x x x
Document Repository x x x
Questionnaire x x x
Observed Gap Definition x x x
Remediation Items x x x
Viewable Training Programs x x x
Incident Tracking x x x
Sanction Tracking x x x
Policy Templates x x x
Policy Gap Definition x x
Network Gap Definition x x
Main contact assignment x x
Creation of departments x x
Creation of users x x
Version control x x
Policy/Regulation Association x x
Nessus Scan Upload x
Interview Log x
Team Collaboration x
Learning Management System x