Gryphone Telecom Agency Sales Agreement

1.1

Territory; Services . Gryphone hereby appoints Agent to perform tasks and responsibilities specified herein under the terms and conditions stated in this Agreement. Agent’s territory shall be coextensive with and shall be limited by both the product and services provided, carried or offered by Gryphone in its product, service provider or carrier portfolio (collectively, the “Services”). Gryphone alone shall determine the scope and content of the Services that it represents and may at any time in its sole discretion remove or add any products or services from the Services it represents. The territories may, from time to time, be adjusted or modified, subject to Gryphone’s final approval.

1.2

Non Exclusive Agent . Nothing in this Agreement shall be deemed to prohibit or limit Gryphone’s right to enter into sales or other agency agreements with other entities or perform tasks and responsibilities specified herein for itself.

1.3

Independent Contractor . Agent and Gryphone, expressly intending that no employment, partnership or joint venture relationship is created by this Agreement, hereby agree as follows:

(i)

Agent shall act at all times as an independent contractor hereunder.

(ii)

Neither Agent nor anyone employed by or acting on behalf of Agent shall ever be construed as an employee of Gryphone, and Gryphone will not be liable for any employment or withholding taxes respecting Agent or any employee of Agent.

(iii)

Agent shall determine when, where and how Agent shall perform its responsibilities hereunder. Agent shall be solely responsible for the manner and means by which it performs its obligations under this Agreement.

(iv)

Agent shall be free to contract with, and provide Agent services to parties other the Gryphone during this Agreement.

(v)

Agent shall be solely responsible for, and Gryphone shall have no liability for, expenses incurred by Agent, in performing its duties under this Agreement. Agent shall be responsible for its own expenses (including, without limitation, the fees and expenses of its sub-agents, representatives, counsel and accounts)

incidental to negotiations, preparation, execution and performance of this Agreement.

(vi)

Agent expressly acknowledges that except to the extent expressly provided herein, neither Agent nor anyone employed by or acting for or on the behalf of Agent shall receive or be entitled to any consideration, compensation or benefits of any kind from Gryphone, including without limitation, pension, profit sharing or similar plans or benefits, or accident, health, medical, life or disability insurance benefits or coverage. Agent shall be solely responsible for the actions of, and the cost associated with, its own employees, sub-agents and representatives.

(vii)

Agent shall not have the right, power or authority, and shall not hold itself out as having the right, power or authority, to bind Gryphone or any of Gryphone’s service providers to any contract or obligation, express or implied. Agent shall not represent that its relationship with Gryphone is other than that expressly created by this Agreement.

(viii)

During the term of this Agreement, Agent agrees that once an order for any Services has been placed by Agent through Gryphone for any particular carrier or service provider, Agent will not in any case replace or attempt to replace itself for Gryphone in providing the Services for such carrier or service provider. Any such circumvention of Gryphone with its carrier will be a material breach of this Agreement.

2.1

Term of Agreement. This Agreement shall be effective as of the Effective Date, shall continue in full force and effect for one year from the Effective Date, and shall thereafter automatically renew for an additional one year period unless terminated by either Party upon written notice to the other Party given at least thirty (30) days prior to expiration of the then-applicable one year term.

2.2

Termination without Cause. Upon the occurrence of a force majeur event in any portion of the territory serviced by Agent hereunder, Gryphone may immediately terminate or suspend this Agreement in the affected portion of the territory if and to the extent (i) Gryphone reasonably determines that the force majeur event materially adversely affects the Services or the desirability of providing the Services in such portion of the territory, and (ii) Gryphone treats all of its sales agents similarly in determining the effect of the force majeur event. Gryphone shall reasonably make the determination of the occurrence and scope of such force majeur event.

2.3

Termination with Cause. Either Party may terminate this Agreement for cause immediately upon written notice or actual notice (including oral communications followed by written notice) to the other Party. Cause shall consist of any material breach of the obligations and representations by a Party set forth in this Agreement, and, with respect to Agent, shall include but not limited to:

1.

Agent’s insolvency;

2.

Any lawsuit or serious threat of a lawsuit by a Customer brought against Agent arising from Agent’s performance under this Agreement;

3.

Any material breach of this Agreement;

4.

Any Customer complaint against Agent that Gryphone reasonably determines is attributable to Agent’s failure to perform its obligations under this Agreement or that jeopardizes Gryphone’s standing or relationship with its associated carrier or service provider;

5.

Any attempt to assign this Agreement or any part of this Agreement without the consent of Gryphone, which consent shall not be unreasonably withheld, delayed or conditioned;

6.

Agent filing for any bankruptcy proceedings;

7.

Any use