EXHIBIT 10.3
BUSINESS DEVELOPMENT AGREEMENT
Between
RETRIEVAL DYNAMICS CORP.
And
PHONE ONLINE, INC.
RDC Agreement
1/15/2001
<PAGE>
Business Development Agreement
This Agreement is entered into this ____st day of September, 2000 by
and between Retrieval Dynamics Corp., a Florida corporation, with its principle
place of business at 1819 Main St., Suite 600, Sarasota, FL 34236, hereinafter
referred to as "RDC", and Phone Online, Inc., a Tennessee corporation, with
offices located at 618 South Gay Street, Knoxville, TN 37902 hereinafter
referred to as " PhoneOnline".
Nature of Relationship
RDC and PhoneOnline (collectively "Parties" and individually "Party")
have various contacts in need of services provided by RDC and PhoneOnline.
PhoneOnline provides Professional Services and software development to
businesses in the emerging mobile information market. RDC has products and
services to benefit mobile sales forces. PhoneOnline and RDC desire to assist
one another in the development of customer relationships.
1. RDC Transactions
If one Party introduces ("Introducing Party") the other ("Other Party")
to any company, entity, or person ("Third Party") which enters into and closes
on any of the following transactions with the Other Party (hereinafter referred
to as "Transactions"), subject to all of the terms and conditions of this
Agreement, then the Other Party shall pay Introducing Party a commission, as set
forth in the this Agreement:
1.1. Sale, lease, and/or distribution of Other Party products or
services to Accepted Third Party; or
1.2. Engages Other Party to develop a wireless solution for that
business.
2. RDC Third Parties
2.1. Introducing Party Shall register in writing, with Other Party, the
name of Third Parties with whom Other Party can usefully pursue discussions
pursuant to the scope of this Agreement.
2.2. Other Party may accept or reject any of the proposed Third
Parties contained in the registrations. Rejection may only be for one of two
reasons:
2.2.1. The rejected Third Party was previously registered with
Other Party; and/or
2.2.2. Other Party has a pre-existing and/or current relationship
with the rejected Third Party.
2.3. After being accepted by Other Party, such Third Parties shall be
referred to in this Agreement as "Accepted Third Parties". To be considered an
Accepted Third Party the Introducing Party must introduce Other Party to senior
executives within the Third Party's organization who have the authority to make
the decision on whether to retain Other Party. The Third Party must actively be
seeking services or products offered by the Other Party.
2.4. PhoneOnline and RDC will regularly consult on the substance and
timing of such discussions with Accepted Third Parties and shall coordinate
their respective efforts.
RDC Agreement
1/15/2001
Page 2 of 5
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3. Fee and Commission
3.1. Other Party will pay to Introducing Party:
3.1.1. A fee of ten percent (10%) of the Net Revenue, as
defined below, derived from Accepted Third Party during the first twelve months
after the Third Party becomes an Accepted Third Party. (the "Commission").
3.2. "Net Revenue" is defined as: gross sales, gross lease payments,
or gross distribution fees, less returns, allowances, and
discounts.
3.3. Payment of the Commission will be made in cash or cash equivalents
based on the following schedule:
3.3.1. Within forty-five (45) days after such funds are
received by Other Party.
3.4. As of the date of Other Pary acceptance of a Third Party, and for
a period of twelve (12) months thereafter, Introducing Party will be entitled to
receive the Commission on any transaction with an Accepted Third Party, in which
Commission would be required to be paid during the term of this Commission
Section of this Agreement.
4. General Provisions of this Fee and Commission Section of this Agreement
4.1. Nothing in this Commission Section of this Agreement will obligate
Other Party to pursue discussions or execute agreements with Accepted Third
Parties, except on terms acceptable by Other Party. Such terms are entirely at
the discretion of Other Party.
4.2. Other Party agrees that financial data, product plans, business
plans, and other information of Introducing Party are of a confidential and
proprietary nature and Other Party will not disclose any of such information
without the prior approval of Introducing Party.
4.4 This Agreement shall be governed by the laws of the State of
Tennessee.
4.5 This agreement may be terminated for any reason by providing the
other party thirty days written notice of termination. Confidentiality
provisions and payment provisions shall continue to apply after termination of
the Agreement for the applicable period.
4.6 This Agreement constitutes the entire agreement between the Parties
with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements and understandings. However, the terms of the
Confidentiality Agreement attached as Exhibit A shall continue to apply. Each
Party will provide marketing information that may be distributed to the Accepted
Third Parties.
4.7 This Agreement may not be amended except by written agreement
executed by both Parties.
RDC Agreement
1/15/2001
Page 3 of 5
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4.8 This Agreement may be signed in two or more counterparts, each of
which shall be considered an original and which shall, taken together,
constitute this Agreement.
4.9 Neither party shall make warranties or representations to third
parties on behalf of the other.
RDC and PhoneOnline intending to be legally bound, have each executed
this Agreement as of the day and year set forth in the first paragraph of this
Agreement.
RDC PhoneOnline
RETRIEVAL DYNAMICS CORP. PHONE ONLINE, INC.
/s/ David Rippitoe /s/ Craig Cantrell
----------------------------------- ---------------------------------
Director of Development Craig Cantrell, VP & Chief Operating
----------------------------------- Officer
RDC Agreement
1/15/2001
Page 4 of 5
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RDC Third Party Registration with Phone Online (to be completed by RDC)
Account Name Date Initial
Phone Online Third Party Registration with RDC (to be completed by Phone Online)
Account Name Date Initial
RDC Agreement
1/15/2001
Page 5 of 5
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Exhibit A
Confidentiality Agreement
**attach signed NDA**
RDC Agreement
1/15/2001
Page 6 of 5
