Exhibit 10.1
PRIMARY RESELLER AGREEMENT
(DEVICE REGISTRATIONS)
(THE AMERICAS)
THIS AGREEMENT is made and effective as of the 30th day of December
2006,
BETWEEN:
MIDNET, INC.
a Delaware Corporation with an office at Suite 300 -
1055 West Hastings Street
Vancouver, B.C. V6E
2E9
("MIDNET")
AND:
FUNDAMENTAL STRATEGIES INC.
a California corporation
with an office at 27084 Old Chimney Road
Malibu, California 90265
("RESELLER ")
WHEREAS:
A. MidNet
provides device fingerprinting services (the "MIDNET SERVICES")
to
it's
clients through or related to The Middle Network ("TMN");
B. MidNet
desires to establish a primary Reseller to promote and sell the
MidNet services in the Americas;
C. Reseller
provides sales and marketing services (the "RESELLER SERVICES")
in
the
Americas;
D. MidNet
desires for Reseller to market and sell MidNet Services in the
Americas;
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NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency
of which is hereby acknowledged by the Parties, the Parties
covenant and agree
with each other as follows:
1. DEFINITIONS AND INTERPRETATION
1.1. DEFINITIONS
In this agreement unless the context otherwise requires:
"AGREEMENT" means this agreement;
"ASSIGNMENT" means the transference of this Agreement by Reseller
to a
third party acceptable to MidNet;
"AUTHENTICATED" means a device that can be authenticated with
its
Fingerprint that has been Registered by TMN;
"CONFIDENTIAL INFORMATION" means all information which one of
the
Parties will have access to or come into possession of which is
confidential and proprietary to the other Party and which is
either
declared to be confidential or proprietary in nature and includes,
but
is not limited to , the terms and pricing for the Products and
Services, all information contained on or accessible through
the
Partner Portal, as defined hereafter, any information disclosed by
any
third party which the third party is obligated to treat as
confidential or proprietary to one of the Parties hereto, trade
secrets, know-how, processes, standards, product
specifications,
marketing plans and techniques, cost and financial pricing
figures,
all client or customer information (including without limitation
their
names, financial information, address or telephone number), all
systems software applications, all software/systems source and
object
code, data, documentation, program files, flow charts, and all
operational procedures;
"DEVICE" means all (i) personal computers utilizing Microsoft
Corporation's operating systems, (ii) personal computers
utilizing
Apple operating systems, (iii) personal computers utilizing
Unix
operating systems, (iv) personal computers utilizing Linux
operating
systems and (v) videophones utilizing embedded operating
systems;
"FINGERPRINTED" means a device that has been identified by its
unique
characteristics through TMN;
"PARTY" means either Reseller or MidNet as is appropriate in
context
and "PARTIES" means both or either of Reseller and MidNet as is
appropriate in context;
"REGION" means the territory of the Americas (North and South
America)
covered by the Agreement;
"REGISTERED" means a device that can be Authenticated as it has
been
Fingerprinted and Registered with TMN;
"REGISTRATION" means the act of registering a Device with TMN;
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"THE MIDDLE NETWORK" or "TMN" means the network environment
controlled
by MidNet to Fingerprint, Authenticate and Register devices, and
to
transfer data in support of application services.
1.2.
HEADINGS
The division of this Agreement into articles, sections, and/or
subsections and the provision of headings for all or any of them
are
for convenience of reference only and shall not affect the
interpretation of this Agreement.
1.3.
USAGE
In this Agreement, unless there is something in the subject matter
or
context inconsistent therewith:
(a) words importing
the singular shall include the plural and vice
versa; and
(b) words importing
gender shall include masculine, feminine and
neuter genders.
1.4.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance
with
the laws of the State of California.
2. RELATIONSHIP OF THE PARTIES
2.1.
NOT A PARTNERSHIP
This Agreement does not and shall not be construed to create a
partnership, joint venture, agency or any other business
relationship
which would authorize either Party to act on behalf of the other or
in
the name of the other. Each of the Parties is and will remain
completely independent of the other.
3. RESPONSIBILITIES OF THE PARTIES
3.1.
DEVICE REGISTRATION RESELLER RIGHTS
3.1.1. Reseller has the right to sell up to six (6) million
Device
Registrations at a price not to exceed $4 USD per Registered
Device;
3.1.2. Reseller will pay to MidNet $2 USD per Registered
Device;
3.1.3. Reseller will pay to MidNet in advance for each
Registered
Device;
3.1.4. Reseller will pay to MidNet one hundred thousand USD
($100,000
USD) for the right to resell Device Registrations for TMN;
3.1.5. Reseller will have the right to resell Device Registrations
in
the Region (in the Americas);
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3.1.6. MidNet may sell directly to any client in the Region
without
compensating Reseller prior to payment being received by MidNet
as specified in Item 3.1.4;
3.1.7. In the event that MidNet sells directly to any client in
the
Region, or permits another reseller to sell directly to a
client in the Region allocated to Reseller, after receiving
payment as specified in Item 3.1.4, then MidNet will compensate
Reseller at the rate of 10% of the selling price per Device
Registration so sold within Reseller's region.
3.2.
RESELLER QUOTAS
Once MidNet has approved the production version of the Uniloc
Software
used to Fingerprint, Authenticate, and Register Devices through
TMN,
the Reseller must meet the following quotas in order to retain
the
rights specified in Item 3.1.
3.2.1. Within the first ninety (90) days 500,000 Authenticated
and
Registered Devices;
3.2.2. Within the second ninety (90
