EXHIBIT 10.6
CELLULAR PHONE SALES CONTRACT
This agreement dated the 23rd day of April, 2001 by and between Xxxx Management,
Inc., an Ohio corporation with its corporate offices at 0000 Xxxxxx Xxxxxx
Xxxxx, Xxxxx Xxxxxx, Xxxx 00000 hereinafter known as "BMI," and IDS Cellular,
0000 Xxxxx Xxxx 0xx Xxxxxx, Xxxxx X-00, Xxxx Xxxxx, Xxxxxxx 00000, hereinafter
known as "IDS."
WHEREAS, BMI has a valid license or agreement(s) to sell Sprint PCS cellular
services.
WHEREAS, IDS posses a unique marketing capability and wishes to market Spring
PCS cellular services on behalf of and to the benefit of BMI.
WHEREAS, IDS agrees to provide qualified sales with credit approved by Sprint
PCS to BMI or their designate. BMI agrees to submit the necessary consumer
information to Sprint PCS and provide follow up as needed.
THEREFORE, in consideration of the mutual premises and covenants set forth
herein and for good and valuable consideration detailed herein the parties agree
as follows:
A) Both parties agree they will cooperate with each other in this endeavor
to the fullest extent possible and will not withhold reasonable
cooperation from each other.
B) Both parties assume their own risk relating to the loss of revenue due
to any unavailability of cellular services or non-payment of
commissions from Sprint PCS.
C) Except as expressly set forth herein, no representation of warranty of
any kind or nature has been made by IDS, or BMI, as to the benefits,
profits or income, of any nature, which may or may not be derived by
the parties from the transactions contemplated herein. IDS is not
responsible for any refusal or inability to complete sales transactions
for any reason. Further, BMI is not responsible for revenue to IDS for
sales if Sprint PCS doesn't pay BMI for the same sales. Any chargebacks
from Sprint will be shared in the same manner as standard commissions.
D) Both parties agree to bear the cost of their own legal fees arising out
of any dispute between the parties and make all reasonable efforts to
resolve any disputes through good faith negotiations which shall take
place and be concluded within three (3) business days of the
disagreement.
E) This Agreement shall be construed to be in accordance with the laws of
the State of Ohio and both parties agree to comply with all applicable
laws in performance of their responsibilities under this Contract.
IDS______ BMI______
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F) All advertising and marketing by IDS for Sprint PCS cellular services
shall be in good character, lawful and conform to any FCC, FTC, Sprint
PCS or any other regulatory agency of appropriate jurisdiction.
G) Each party has the right to cancel this agreement with a thirty (30)
day written notice with or without cause and this agreement shall
remain in effect until such time that it is terminated by written
notice. All payments due to IDS from BMI will continue for Sprint PCS
cellular services per the Schedule A for all Sprint PCS commissions
owed and earned but not yet paid so as to include all sales that were
generated by IDS. If BMI gets paid then IDS gets paid.
H) If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants, or
restrictions of this Agreement shall remain in full force and effect.
I) Both parties agree to hold each other harmless for any legal action
taken by any third party.
J) The parties agree that there will be confidential information exchanged
between their respective companies and that the information will not be
used by either party for any purpose other than the performance of this
Agreement. The parties agree, unless by order of a court with proper
jurisdiction, they will not disclose any information pertaining to this
agreement unless written permission has been granted by the
non-disclosing party. The parties agree that the disclosure of
confidential information is in violation of this Agreement and will
cause irreparable injury for which it would have no adequate remedy at
law. Accordingly, the non- disclosing party shall be entitled to
immediate injunctive relief prohibiting any violation of the Agreement
without the need to provide a bond or other security in addition to any
other rights and remedies available.
K) BMI or their designate agrees to provide five (5) daily sales reports
per week and one (1) monthly revenue report pertaining to sales
generated by IDS. IDS acknowledges and concurs that BMI may have sales
other than those generated by IDS which would be exempt from any
revenue split. BMI acknowledges and concurs that IDS have similar
agreements and sales through other entities which would be exempt from
any revenue split.
L) Each party agrees to be responsible for their own insurance and taxes.
This would include but not be limited to income tax, sales tax,
self-employment tax, general liability insurance, workers compensation
insurance. If either party is found liable for payment of any taxes on
behalf of the other than each party agrees to compensate the other, in
full, upon demand.
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M) BMI and IDS agree that nothing in this agreement shall be construed in
a manner to characterize this agreement as an exclusive agreement,
partnership or joint venture.
N) This Agreement contains the entire understanding between the parties.
No other agreements, representations, warranties or other matters, oral
or written, purportedly agreed to or represented shall be deemed to
bind the parties hereto. Each party acknowledges entering into this
Agreement solely on the basis of the representation contained herein.
O) Both parties acknowledge and represent they are in sound financial
condition and not contemplating bankruptcy or are currently under
protection from creditors by a bankruptcy court.
IDS______ BMI______
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XXXX MANAGEMENT, INC. IDS CELLULAR, INC.
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SIGNED SIGNED
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TITLE TITLE
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DATE DATE
IDS______ BMI______
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SCHEDULE A
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The parties agree to a sharing of the "Standard Commissions" paid by
Sprint PCS to BMI per the following rates:
SERVICE PLAN STANDARD COMMISSION IDS BMI
------------ ------------------- --- ---
$29.99 $100.00 $67.00 $33.00
$49.99 $150.00 $100.00 $50.00
$69.99 $200.00 $134.00 $66.00
$99.99 $250.00 $167.50 $82.50
$149.99 $300.00 $201.00 $99.00
$199.99 $350.00 $234.50 $115.50
BMI will be paid by Sprint PCS for all sales made by IDS once per month for the
previous months sales. BMI will notify IDS immediately upon receipt of such
payment. IDS and BMI will conference by phone to review the payment information
and agree on the amounts due to IDS within 24 hours of receipt of funds by BMI
and BMI will remit payment of the appropriate shares of the standard commission
at the conclusion of said meeting.
It is understood by both parties that from time to time the Schedule A may be
modified as a result of Sprint PCS making changes to their "Standard Commission"
rates which will require both parties to sign a new Schedule A.
It is agreed that IDS will be generating sales for BMI at a considerable cost to
IDS and that BMI will be receiving substantial revenue most of which is due IDS
therefore, IDS is entitled to expeditious payment without offset or delay.
XXXX MANAGEMENT, INC. IDS CELLULAR, INC.
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SIGNED SIGNED
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TITLE TITLE
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DATE DATE
IDS______ BMI______
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