DISTRIBUTORSHIP
AGREEMENT
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1.
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Appointment, Territory and
Products
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id-Confirm
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1800 Boulder Street, Suite
400
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Denver, CO
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80211
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U.S.A.
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(hereinafter called "id-Confirm")
hereby appoints:
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BBD BEST BRANDS DISTRIBUTION
LTD.
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3rd BUCHAREST ST. L88b Bldg. Suite
7
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CONSTANTA, ROMANIA
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(hereinafter called "DISTRIBUTOR")
as its non-exclusive DISTRIBUTOR in the BLACK SEA REGION
(hereinafter called the "TERRITORY") for the following id-Confirm
products, together with certain associated software (hereinafter
“LICENSED SOFTWARE”):
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IDCO WILL SELL all id-Confirm Inc
PRODUCTS
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(hereinafter called the "PRODUCTS
and LICENSED SOFTWARE," respectively).
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2.
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Effective Date and Duration
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2.1
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This Agreement shall become effective on the day
of its acceptance by id-Confirm, unless approval by competent
authorities of the TERRITORY is required, in which case the
effective date shall be the date of said approval. DISTRIBUTOR
shall be responsible for promptly obtaining any such approval at
its expense and shall at its expense promptly notify id-Confirm of
the date of its issuance (hereinafter “EFFECTIVE
DATE”).
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2.2
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This Agreement replaces any prior agreement
related to the PRODUCTS and shall continue in force until 3 YEARS
unless terminated sooner in accordance with Article 10
hereof.
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2.3
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Unless confirmation of termination is given by
either party to the other party by written notice no later than six
(6) months prior to the expiration date set forth in Article 2.2
above, this Agreement shall be automatically renewed until JUNE 1
2016 .
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3.
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Obligations of Distributor
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DISTRIBUTOR agrees:
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3.1
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to promote aggressively the sale of the PRODUCTS
and LICENSED SOFTWARE associated with PRODUCTS, and to maintain a
proper sales organization in order to give prompt service and
secure proper market penetration in the TERRITORY;
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3.2
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to maintain stock levels of the PRODUCTS
adequate for the needs of customers in the TERRITORY, based upon
recommendations as to items and quantities made by id-Confirm or
its representatives from time to time;
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3.3
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to permit, from time to time, inspection of its
inventory and of its records of sales by authorized representatives
of id-Confirm;
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3.4
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to promptly pay when due, in accordance with
terms granted, the amounts owing to id-Confirm;
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3.5
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to provide id-Confirm’s standard Software
License Agreement to its Customers;
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3.6
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during the term of this Agreement and for a
period of ten (10) years after, to preserve in strict confidence
and not disclose to third parties the confidential information
received from id-Confirm including, but not limited to, trade
secrets, customer lists and information concerning the design or
method of manufacture of the PRODUCTS, it being agreed that this
provision shall survive termination of this Agreement for any
reason whatsoever;
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3.7
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to derive its sole profit from the relationship
with id-Confirm from the resale of the PRODUCTS and from
commissions from the provision of LICENSED SOFTWARE. No other
compensation shall be due to the DISTRIBUTOR by id-Confirm for the
performance of its obligations under this Agreement;
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3.8
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to sell PRODUCTS only within the
TERRITORY;
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3.9
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not to make representations in relation to the
PRODUCTS other than in accordance with id-Confirm policies;
and
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3.10
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to supply to id-Confirm adequate information on
local legislation and regulations affecting the importation and
sale of the PRODUCTS in the TERRITORY.
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DISTRIBUTOR's failure to comply with
any of the obligations covered by this Article 3 shall constitute a
material breach entitling id-Confirm to terminate this Agreement
for cause in accordance with Article 10 below.
2
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4.
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id-Confirm Obligations
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id-Confirm agrees:
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4.1
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to grant to the DISTRIBUTOR prices, discounts
and terms relating to the sale of the PRODUCTS in effect at the
time of the shipment of the PRODUCTS;
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4.2
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to assist the DISTRIBUTOR in the promotion and
sale of the PRODUCTS through the services and advice of
id-Confirm's advertising, merchandising, and sales personnel;
and
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4.3
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to supply the DISTRIBUTOR with catalogs, price
sheets, and other materials as in the opinion of id-Confirm may
reasonably be required.
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5.
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Prices, Payment and Commission
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5.1
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Price. The prices for the PRODUCT (including
volume discounts) and royalties for LICENSED SOFTWARE for the first
twelve (12) months of this Agreement (the first “CONTRACT
YEAR”) are set forth on Exhibit A. Prices do not include
applicable sales or use taxes and shipping costs (freight and
insurance), which shall be separately stated on id-Confirm’s
invoices and born by DISTRIBUTOR.
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5.2
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Price Changes. The prices set forth on Exhibit A
shall be revised annually, on or before the start of each CONTRACT
YEAR, to reflect any increase or decrease in manufacturing costs
for the PRODUCT reasonably projected by id-Confirm for the next
CONTRACT YEAR (in each case, determined in accordance with
generally accepted accounting principles, consistently applied),
with the first pricing review occurring ten (10) months after the
EFFECTIVE DATE of this Agreement.
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5.3
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Payment. Supplier shall issue invoices for
PRODUCT on or after the date of shipment. Payment shall be
irrevocable, confirmable letter of credit, payable on presentation
of shipping documents.
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5.4
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Commission. id-Confirm shall pay DISTRIBUTOR
fifteen percent (15%) of royalties actually received by id-Confirm.
Such payments shall be made within thirty (30) days next following
each calendar quarter for royalties received during the such
calendar quarter. 5% OF ROYALTIES WILL GO TO THE BLACK SEA REGION
SCHOOLS AND TO HELP THE BETTERMENT OF THE REGION AND WILL BE YEARLY
AUDIT
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6.1
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Shipments of PRODUCTS are made F.O.B. UNITED
STATES warehouse in DENVER COLORADO.
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3
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6.2
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id-Confirm shall not be responsible for any
taxes, duties or other charges due outside the United States in
connection with the sale of the PRODUCTS.
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7.1
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At the time of acceptance of the order
id-Confirm shall supply to DISTRIBUTOR an estimate of the time of
delivery. Every effort will be made to meet the DISTRIBUTORS'
desired shipping date, but id-Confirm shall not incur any liability
for delays due to any reason.
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8.0 Minimum Orders
DISTRIBUTOR shall place minimum
annual orders of US $2,000,000 . For the purpose of this Article 8,
an order shall be considered "placed" when full payment has been
received by id-Confirm.
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8.1.1
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id-Confirm has no obligation to accept any
single order below the quantity of 20 UNITS AT COST OF $800 PER
UNIT TOUCHSTARS, 220
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