LABTECH SYSTEMS INC.
0000 Xxxxxxxxx Xx., Xxxx # 0
Xxxxxxxxxxx, Xxxxxxx X0X 0X0
XXXXXX
(000) 000 0000
SERVICE AGREEMENT FOR LABTECH SYSTEM'S CHOOZMAIL VAR
Date: March 16, 2005
Service Provider: Labtech Systems Inc., a wholly owned division of
NITAR Tech. Corp.
0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Product: choozmail
Purchaser: Xxx Xxxxxxx
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This is a Service Agreement (the "Agreement") by and between Labtech Systems
Inc. (LS) and Xxx Xxxxxxx (Company) for the exclusive rights to sell and
distribute choozmail as a registered and licensed VAR in the Northeast area in
the United States of America.
1. SERVICES AND FEES
LS agrees to provide Company choozmail described on Schedule A and Company
agrees to pay the fees stated ($29,95) on Schedule A. Company will be
responsible for the marketing and selling of the choozmail product and
Services in the agreed to exclusive area. Company agrees to provide
sufficient staff to represent choozmail in the aforementioned area. Company
agrees to inform LS of all acquisition plans in the event there is a
potential crossover into other areas where specific exclusivity rights of
other VARs may be inadvertently infringed upon. The decision of LS in these
matters is final.
2. SERVICE DELIVERY
- LS will provide the Company with pre-paid choozmail cards each with unique
codes in bulk as described on Schedule A or an alternative means of
registration.
- Any requests by Company for the acquisition of additional Services and/or
the reconfiguration of existing and/or new data, other than that
contemplated above shall be billed to Company based on LS's rates of US$
75.00/hour plus reasonable travel expenses and per diem if deemed
necessary. LS shall require Company to enter into and sign a separate
Service Agreement with LS.
3. PAYMENT
- Upon execution of this Agreement by Company, Company agrees to pay LS 50%
of each pre-purchased unit upon delivery by LS. Upon receipt of initial
pre-paid order, all goods will be delivered to Company with 30 days.
Company agrees to pay LS net 30 days all balances for each and every order.
- Schedule A is expressed in US dollars.
- All rates as quoted in Schedule A will remain in effect for a full 12
months commencing with the signing of this agreement.
4. OWNERSHIP
- Ownership of the Proprietary Software (Plug-in) and Hardware shall at all
times remain with LS and Company shall not have any right, title or
ownership interest with these plug-in options.
- Company acknowledges and agrees that LS's Hardware and Proprietary Software
contain proprietary information, which is of value to LS. Company covenants
that it shall not reverse engineer or tamper in any way with LS's Hardware
and/or Proprietary Software, nor counsel, procure or assist anyone else to
do the same.
5. PRODUCT MARKING
- Company acknowledges that LS's Hardware will contain both LS's Trademark
Notice, denoting LS's exclusive right, title and interest in and a notice
of property ownership. Company agrees that it shall not remove, destroy,
alter or cover up LS's Trademark Notice or property notice, nor counsel,
procure or assist anyone else to do the same.
- Company has the right to use LS's Trademark for the following purposes:
- Promotional material
- Advertising activities
- Product placement opportunities
- Presentation materials
- Company will review all proposed uses of the Trademark with Nitar/LS prior
to commencement of the above activities.
6. PERFORMANCE
- Company acknowledges that a minimum of 75,000 units/subscriptions will be
purchased/sold in the12 month period commencing with the beginning of this
Agreement. In the event this benchmark is not attained, LS reserves the
right to reconsider the exclusive arrangement in the aforementioned
category for the next term of a new agreement.
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LABTECH SYSTEMS INC.
0000 Xxxxxxxxx XX., Xxxx # 0
Xxxxxxxxxxx, Xxxxxxx X0X 0X0
XXXXXX
(000) 000 0000
7. SUPPORT
- LS shall perform all first level technical support required during delivery
and answer all reasonable questions that Company may have regarding the use
and support of choozmail and any/all applicable LS Services.
- While LS is not required to provide any other support, Company may request,
at its sole option for LS to provide, at its sole discretion, any and all
technical support and Company shall pay to LS the rates and fees of US $
75.00/hour.
- If such support is required to be delivered in the field, Company shall pay
for LS's reasonable travel, per diem subsistence and other expenses where
such have not already been provided by Company.
- LS shall submit an invoice for any support provided to Company that LS is
entitled to charge for and any permitted expenses incurred which company
will agree to pay LS net 30 days.
8. MAINTENANCE
- During the Term, LS shall use reasonable efforts to correct any Hardware
and/or Proprietary Software malfunctions identified by Company which can be
repeated by LS, provided however that under no circumstances does LS
warrant or represent that all errors can or will be found or corrected.
9. LIMITATION OF LIABILITY
- Under no circumstances shall LS, its shareholders, directors, officers,
employees, agents or persons for whom LS is responsible for at law, be
liable for any incidental, special, indirect, direct or consequential
damages or loss of profits, interruption of business or related expenses
incurred by Company which may arise out of the use of the hardware and
proprietary software, whether or not LS was told of the possibility of such
damage or injury and including but not limited to those resulting from
defects in the hardware and proprietary software or loss or inaccuracy of
data of any kind. In any case, LS shall not be liable for any amount in
excess of the amounts LS has been paid during the preceding twelve (12)
months.
- LS shall not be liable to Company for any delay or failure in the
performance of this Agreement or for loss or damage of any nature
whatsoever suffered by Company due to disruption or unavailability of
communication facilities, utility or Internet service provider failure,
acts of war, unavailability of energy sources or any other causes beyond
LS's reasonable control.
10. TERM AND TERMINATION
- This Agreement will commence upon execution and shall continue until
terminated.
- Either party may agree to renew this Agreement within 60 days written
notice of the anniversary date of this Agreement.
- In the event that either party declines to offer an option for renewal,
written notice must be submitted within 60 days of the Agreement's
anniversary date.
- In the event that Agreement is not renewed, LS agrees to continue
remuneration for any and all renewals to Company for as long as LS offers
and supports choozmail - unless termination of Agreement is due to improper
conduct by Company that cannot be resolved by both parties within 45 days
of notice of intent not to renew. In the event this leads to legal action
by either party, all renewal remuneration for Company, per any current
Agreement, will be placed in escrow until such time as mutual agreement is
reached by LS and Company.
- Within ten (10) days after termination of this Agreement, Company shall:
- Return any and all applicable hardware, proprietary software obtained
from LS as a result of this Agreement to LS.
- Pay any and all outstanding fees and expenses incurred by LS in
fulfilling any support requested by Company.
- LS and Company agree that, with 30 days notice and within the term of this
agreement, this agreement may be assigned to a mutually approved company
who will assume all liabilities of Company upon assignation of ownership
and all obligations.
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If this agreement is acceptable, please sign below.
Xxx Xxxxxxx Labtech Systems Inc.
/s/ XXXXX XXXXXXX /S/ XXXXXXX XXXXX
-------------------------------------- --------------------------------------
Signature of Authorized Representative Signature of Authorized Representative
Xxxxx Xxxxxxx Xxxxxxx Xxxxx
-------------------------------------- --------------------------------------
Name of Authorized Representative Name of Authorized Representative
Director Sales
-------------------------------------- --------------------------------------
Title of Authorized Representative Title of Authorized Representative
June 14, 2005 June 14, 2005
-------------------------------------- --------------------------------------
Date Date
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LABTECH SYSTEMS INC.
0000 Xxxxxxxxx XX., Xxxx # 0
Xxxxxxxxxxx, Xxxxxxx X0X 0X0
XXXXXX
(000) 000 0000
SCHEDULE A - FEE AND COMPENSATION SCHEDULE VAR
All fees, compensation and/or commissions are stated in US Dollars - applicable
taxes not included.
----------------------------------------------------------------------------------------------------------------
Number of units per Covered by this MSRP per VAR Pre-purchase Price per unit
12-month period Agreement unit Notes
----------------------------------------------------------------------------------------------------------------
175,000 units x $ 39.95 $ 29.95 per unit
----------------------------------------------------------------------------------------------------------------
75,001--150,000 units x $ 39.95 $ 29.95 per unit and, based upon
the MSRP at the time, plus $ 1.00
converted to shares
----------------------------------------------------------------------------------------------------------------
150,001 units and up x $ 39.95 $ 29.95 per unit and, based upon
the MSRP at the time, plus $ 2.50
converted to shares
----------------------------------------------------------------------------------------------------------------
As stated on the first page of this Agreement, the term of this Agreement is for
a period of no less than one year (________).
In the event that future agreements are entered into between LS and Company, the
following table will show the planned remuneration Schedule commencing with the
second, 12-monlh Agreement with Company:
-------------------------------------------------------------------------------------------------------------------
Number of units per Covered by this MSRP per VAR Pre-purchase Price per unit
12-month period Agreement unit Notes
-------------------------------------------------------------------------------------------------------------------
175,000 (NEW) x $ 39.95 $ 29.95 per unit and, based upon the
units++ MSRP at the time, plus $ 1.00
converted to shares
-------------------------------------------------------------------------------------------------------------------
75,001 (new) units and x $ 39.95 $ 29.95 per unit and, based upon the
up++ MSRP at the time, plus $ 2.50
converted to shares
-------------------------------------------------------------------------------------------------------------------
175,000 (RENEWAL) x $ 39-95 $ 29.95 per unit and, based upon the
unitso MSRP at the time, plus $ 1.00
converted to shares
-------------------------------------------------------------------------------------------------------------------
75,001 (RENEWAL) units x $ 39.95 $ 29.95 per unit and, based upon the
and up* MSRP at the time, plus $ 2.50
converted to shares
-------------------------------------------------------------------------------------------------------------------
++ Brand new subscriptions only.
* Subscription renewals only.
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