Sales Agency Agreement dated ___________, 1999 between IHS ItemQuest
Holdings Inc., a Delaware corporation ("Company"), and Information Handling
Services Inc., a Delaware corporation ("IHS").
1. Appointment
-----------
(a) Subject to the terms and conditions of this Agreement, the Company
hereby appoints IHS as its nonexclusive sales agent to solicit orders
worldwide for its CAPSXpert products listed in Exhibit A hereto
("Products").
(b) IHS may appoint as subdealers, and solicit orders for the Products
through, IHS' international dealer network.
2. Distribution and Support of the Products
----------------------------------------
IHS shall submit to the Company all new and renewal orders for the Products
obtained by IHS. IHS shall not quote any prices except those published list
prices established by the Company, unless otherwise agreed by the Company. The
subscription Products shall be distributed subject to the terms of the Company's
form of customer license agreement between the customer and the Company. IHS
will provide service, support and installation for the Products where the orders
for the Products have been obtained by IHS.
3. Commissions
-----------
(a) IHS shall receive a percentage commission at the rate of eighteen
percent (18%) computed on the net price paid by customers for orders
(new and renewal) for the Products obtained by IHS. The commission
shall be calculated on the net
Page 1 of 4
subscription price paid by the customer, exclusive of any invoiced
charges for freight, insurance, sales taxes, or other like charges,
and reduced by any applicable discounts, allowances, credits or other
similar adjustments.
(b) IHS shall be responsible for billing and collecting from the
customers for the Products for orders obtained by IHS. IHS will
retain its 18% commission and will pay the Company on a monthly basis
82% of the payment received by IHS for the Products within thirty
(30) days following the end of the month in which payment is received
by IHS from the customer. In the event payment is made by the
customer directly to the Company for orders obtained by IHS, the
Company will pay IHS its 18% commission on a monthly basis within 30
days following the end of the month in which payment is received by
the Company from the customer.
4. Finders Fee
-----------
In the event IHS refers a customer to the Company or its subsidiary
International CompuTex Inc. ("ICI") that results in a sale by ICI of ICI's CSM
software, ICI will pay IHS the sum of $5,000 as a finder's fee for each such
referral. Payment shall be made within 30 days after the end of the month in
which ICI receives the initial payment from the customer for the ICI CSM
software.
5. Term
----
(a) The term of this Agreement shall be for an initial period of three
years commencing on the date hereof and shall be renewed for
successive periods of one year each thereafter, unless either party
notifies the other of its intention not to renew this Agreement at
least ninety (90) days prior to the end of the initial three year
period or any succeeding one year period.
(b) Either party may terminate this Agreement for cause if the other
party materially
Page 2 of 4
breaches its obligations under this Agreement and fails to cure said
breach within 90 days after receipt of notice from the nonbreaching
party.
(c) Upon termination or expiration of this Agreement for any reason, IHS
shall be entitled to receive the payment of commissions pursuant to
and in accordance with the terms and conditions of paragraph 3 above
with respect to one-year subscriptions based on new and renewal
orders for the Products obtained by IHS on or before the date of
termination or expiration of this Agreement.
(d) Upon expiration or termination of this Agreement for any reason, IHS
will cease to solicit orders for the Products and will promptly
deliver to the Company at IHS' expense all Products, sales materials
and other written materials relating exclusively to sale of the
Products.
6. Assignment or Transfer
----------------------
This Agreement and the benefit of the rights granted to and the obligations
undertaken by IHS under this Agreement shall not be assigned, delegated or in
any other manner transferred by IHS without the prior written consent of the
Company, and any attempted assignment, delegation or other transfer without such
prior written consent shall be null and void, provided IHS may appoint
subdealers for the Products as provided in paragraph 1(b). In the event the
Company assigns the CAPSXpert business to ICI, this Agreement shall be binding
upon and inure to the benefit of ICI.
7. Miscellaneous
-------------
(a) It is expressly understood that the activities of IHS hereunder shall
not constitute IHS an agent, employee, partner, or a joint venturer
of or with the Company and that at all times the relationship of IHS
to the Company hereunder will be that of an independent contractor.
Page 3 of 4
(b) This Agreement constitutes the entire agreement, and supersedes all
prior agreements and understandings, both written or oral, between
the parties hereto and thereto with respect to the subject matter
hereof.
(c) This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Colorado, regardless of the laws that
might otherwise govern under applicable principles of conflicts of
laws thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first hereinabove set forth.
INFORMATION HANDLING SERVICES INC.
BY:
--------------------------
TITLE:
-----------------------
IHS ITEMQUEST HOLDINGS INC.
BY:
--------------------------
TITLE:
-----------------------
Page 4 of 4
