Exhibit 10.1
Agreement
This Agreement
is made effective as of April, _____, 2005 by and between PC
Products Inc., (“ PCPI ”) a Nevada
Corporation which is a wholly owned subsidiary of Com-Guard, Inc.
(“ CGUD ”) and 26Zone, Inc., a
California Corporation. CGUD is the Parent Company and as it
pertains to law, is a party to this Agreement.
Whereas PCPI
has entered into a Production Agreement, a Sales and Marketing
Agreement and a Service Agreement with Wintergreen Systems
(hereinafter: “ Transaction Agreements
”) for the Sales, Production and Servicing of Computer
Systems; (The Transaction Agreements are attached to this contract
and marked as Exhibit A ,(”The Transaction
Agreements”),
And whereas 26Zone is a supplier of computer components and
other computer equipment;
And whereas
the parties have decided to work
together in the areas of sourcing, financing and purchasing of
computer hardware & software and sales of Computer Systems
equipped with CGUD designed security products and
technology.
It is therefore agreed upon between
the parties as follows:
|
1.
|
PCPI agrees to
give 26Zone the exclusive right to perform sourcing and purchasing
of all the components and software required by PCPI.
|
|
2.
|
In addition,
26Zone will act as a consultant to PCPI in the areas of sourcing,
purchasing, sales and marketing of PC related products, including
Com-Guard products and licensing.
|
|
3.
|
PCPI will
finance the purchase of said components and software by 26Zone on
behalf of PCPI, and anticipates that it will continue to provide
the financing for the purchase of said components and software as
necessary to support the production of the Computer Systems for
PCPI, as long as practicable.
|
|
4.
|
PCPI will pay
26Zone for the components and/or software upon ordering it
from
|
26Zone and receipt of an invoice from
26Zone.
|
5.
|
26Zone will
attempt to provide PCPI, within reason and so long as circumstances
allow, with pricing that is below regular distribution (wholesale)
prices.
|
|
6.
|
26Zone will
deliver all said components purchased on behalf of PCPI to PCPI or
to Wintergreen Systems, PCPI’s manufacturing contractor
according to the Transaction Agreements, within a reasonable time
and according to PCPI’s Purchase Order signed and approved by
26Zone.
|
|
7.
|
26Zone will
supply one hundred percent (100%) of the components required for
the build of PC’s under PCPI’s Purchase Orders, and
under the Transaction Agreements.
|
|
8.
|
As
consideration for 26Zone’s services and its role in
negotiating and facilitating the signing of the Transaction
Agreements, and for the services provided under this Agreement,
26Zone will be entitled to receive the following
compensation:
|
8.1.
15% of Gross Profit from all sales of PC products conducted
by PCPI under the Transaction Agreements; Payment to
26Zone of said fee shall be made no later than ten (10)
days
following the
payment to PCPI for the applicable Computer System.
8.2.
The amount of 1,000,000 shares of CGUD common stock to be
earned according to the “Earning of Shares” as
described in Exhibit B (Earning of Shares). PCPI will effect an S-8
Registration Statement for the purpose of providing registered S-8
shares to Mr. Moshe Segev as a consultant to the company, in
accordance with the time line as described in Exhibit B.
|
8.3.
|
Should 26Zone both source the
product and perfect the sale of the product, then 26Zone will be
entitled to 50% of the Gross Profit, and PCPI will be entitled to
50% of the Gross Profit.
|
|
9.
|
Warranty . This agreement does not include any warranty,
right of return or repair service for hardware or software supplied
by 26Zone, except for the warranty, services or returns provided by
the manufacturer or the relevant distributor from which the product
was purchased.
|
|
10.
|
Disclaimer of All Warranties:
26Zone makes no express or implied
warranties with respect to the Hardware or Software supplied to
PCPI, including but not limited to any warranty with respect to the
performance of any hardware or software used in conducting
services, or any express or implied warranties concerning the
results to be obtained from the services or the results of any
recommendation 26Zone may make, including without limitation, any
implied warranties concerning the performance, merchantability,
suitability, non-infringement or fitness for a particular purpose
of any of the deliverables or of any system that may result from
the implementation of any recommendation 26Zone may provide.
Nothing in this agreement or any other written documentation or any
oral communications with customer may alter the terms and
conditions of this
|
paragraph. In addition, 26Zone will not
be responsible for loss of or damage to
data or loss of use because of any
hardware or software supplied.
|
11.
|
Limitation of Liability:
Under no circumstances will 26Zone
or its subcontractors be liable for any of the following; 1) third
party claims for damages; 2) special, punitive, indirect,
incidental or consequential damages of any type, including but not
limited to products, hardware or software, being unavailable for
use, lost profits or savings or lost or corrupted data or software,
or for any damages for personal injury, or death, whether direct,
indirect or otherwise, arising out of or in connection with this
agreement or the services, or arising out of the
|
|
