RE-SELLER'S REPRESENTATIVE AGREEMENT
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(SWITCH-LESS RE-SELLER'S REP AGREEMENT)
THIS AGREEMENT is entered into on November 11, 1999, by and between EASYTEl, a
Nevada corporation (hereinafter "EASYTEL") and PRONET GLOBAL I, INC.,
(hereinafter " ProNet").
RECITALS
1. EASYTEL is an electronic information and enhanced telecommunication
services and systems provider to end users as "Business Services", and
through its Switched Re-Seller agreement with M&M COMMUNICATIONS and
PACIFIC TELCOM, INC, (hereinafter jointly "Switched Re-Sellers"), to ProNet
as "Commercial Services", and;
2. EASYTEL offers proprietary information services, the Universal Telephone
Number, Follow-Me services, Call Screening, voice mail, FaxMail,
Fax-on-Demand, paging, domestic and international telephone service,
Pre-Paid Services, and various call processing programs, as a service, on
its proprietary platforms known as "The Universal Office", (hereinafter
"EASYTEL Services"), and;
3. ProNet currently has access to certain national and international
distribution channels consisting of independent business owners, also known
as Amway/Quixtar independent business owners (hereinafter "IBOS"), and;
4. ProNet is a member of a newly created alliance between Network TwentyOne,
International Network Associates, ProNet Global Inc, International
Leadership Development, and International Connection (hereinafter the
"Alliance"), and;
5. The parties wish to create a business relationship in which ProNet and each
member of the Alliance will receive commissions and other compensation
based on the amount of EasyTel services sold by each member of the Alliance
to their own IBOs, and other independent business owners and professionals,
and;
6. Whereas it is the intent of each member of the Alliance to enter into an
identical Re-Seller's Representative Agreement contemporaneously, as part
of a joint plan and;
7. "ProNet Downline" means and refers to customers that are referred to
EasyTel by ProNet IBOs (or such IBO's referees whether or not such referees
are IBOs).
NOWTHEREFORE, THE PARTIES AGREE AS FOLLOWS:
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1. EASYTEL'S CHARGES
EasyTel's charges for using EasyTel's Universal Telephone Number for
customers that are referred by ProNet Downline are as follows:
a. $25 Activation Fee. (UPON WRITTEN NOTICE TO EASYTEL, PRONET OR ANY
OTHER MEMBER OF THE ALLIANCE CAN CHOOSE TO HAVE THE ACTIVATION FEE
WAIVED OR REDUCED FOR THEIR OWN IBOS).
b. $25 Monthly Fee
c. $25 usage for prepaid calling time will be established by the users
floor limit.
2. COMPENSATION TO PRONET
a. FOR EACH PRONET DOWNLINE who activates a Universal Telephone Number,
EasyTel shall pay to ProNet the following:
I The $25 activation fee paid by each ProNet Downline (or such
lesser amount paid should ProNet request that the activation fee
be reduced).
II A $5 per user commission paid each month for each ProNet Downline
with a Universal Telephone Number. The total number of ProNet
Downline for the payment calculation will be based on the number
of ProNet Downline who have current Universal Telephone Numbers
on the 25th of the month. (I.e. if 1000 ProNet Downline are
subscribers to the Universal Telephone Number as of the 25th of
the month, then ProNet would receive $5,000 as a commission for
that particular month).
III A ten percent (10%) commission on all billable telecommunication
usage generated by ProNet Downline will be paid each month to
ProNet.
3. COMPENSATION TO THE ALLIANCE
a. The Alliance and/or its members may sell EasyTel services to other
IBOs who are not a part of or belong to any of the Alliance Members
(for example other Amway or Quixtar Distributors) but are IBOs who
would like to utilize EasyTel Services (hereinafter "Non-Alliance
IBO"). The term "Non-Alliance IBO" for the purposes of calculating
payments owned to the Alliance shall also include customers that are
referred to EasyTel by Non-Alliance IBOs and such IBO's downline
referrals (whether or not such referrals are IBOs).
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For each new Non-Alliance IBO who activates a Universal Telephone
Number, EasyTel shall pay the ALLIANCE directly the following:
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I A $5 activation fee.
II A $1.00 per user commission paid each month for each Non-Alliance
IBO with a current Universal Telephone Number. The total number
of Non-Alliance IBOs for the payment calculation will be based on
the number such IBOs with active Universal Telephone Numbers on
the 25th of the month. (I.e. if 1000 Non-Alliance IBOs are active
subscribers to the Universal Telephone Number as of the 25th of
the month, then the Alliance would receive $1,000 as a commission
for that particular month).
III A five percent (5%) commission on all billable telecommunication
usage generated by the Non-Alliance IBOs will be paid each month
directly to the Alliance.
4. For every account referred to EasyTel, a monthly credit of $2.50 will be
applied to the referring person's EasyTel account. ("EASYTIP" credit). In
this way, an EasyTel subscriber can build unlimited EasyTel credit to
offset their telecommunication expenses.
5. SIX MONTH EXCLUSIVE MARKETING RIGHTS TO THE ALLIANCE
Network TwentyOne, in a previous agreement with EasyTel, for a one-time
none-refundable fee, reserved the exclusive right to introduce and sell
EasyTel services to other North American Amway organizations for a period
of 90 days. Network TwentyOne and EasyTel agree to transfer this exclusive
right to the Alliance.
In consideration for ProNet and the Alliance and all its members agreeing
to endorse and utilize the EasyTel Universal Telephone Number as its
exclusive company sanctioned unified messaging tool, EasyTel agrees to
extend the above exclusive right to a term of six months from the date of
this Agreement.
In the event ProNet, or any other member of the Alliance, has negotiated a
Letter of Intent with another Amway organization within the six month
period regarding the EasyTel services, EasyTel agrees to allow an
additional 30 days to execute a final Re-Seller Agreement with any such
organization.
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In the event that during the above six months, other North American Amway
groups establish contact with EasyTel in order to negotiate a contract with
EasyTel, but without the involvement of the Alliance, EasyTel is free to
conclude such negotiations on the condition that it preserves the
compensation to the Alliance as per section 3 above.
6. Restricted Use of NameEASYTEL
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a. ProNet may utilize EASYTEL'S trademarks "EASYTEL", "UNIVERSAL
TELEPHONE NUMBER" and "UNIVERSAL OFFICE" but only for the purpose of
re-selling EASYTEL Services.
b. This grant of the right to utilize EASYTEL'S trademarks shall not give
rise to any proprietary interest or claim to the name EASYTEL, or any
specific product, service or geographical territory, but rather shall
merely indicate that ProNet is an authorized Re-Seller's Rep of
EASYTEL products and services.
7. No Exclusive Territory or Other Relationship
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This agreement does not grant to ProNet any geographical territory,
exclusive or otherwise. This agreement does not create any partnership,
joint venture, agency, franchise or relationship other than specifically
described herein.
8. EASYTEL Services
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EASYTEL services and products shall consist of services provided by EASYTEL
on its proprietary platforms and services purchased by EASYTEL from its
subsidiaries, affiliates and other service providers under its own private
label and specifications or services and equipment provided by EASYTEL as a
Re-Seller's and/or aggregator.
9. No Franchise Fee
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ProNet shall not pay EASYTEL any franchise fees.
10. ProNetProduction Quotas and Other Standards
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a. The ProNet agrees to produce at least 1000 new EasyTel customers each
quarter during the first five quarters or cumulative new customers of
1000 in the 1st quarter, 2000 by the second quarter, 3000 by the third
quarter and so on. ProNet will have met all Production Quotas for
purposes of this agreement should they produce 5,000 new EasyTel
customers by the end of the fifth quarter.
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b. PRONET shall not collect money from IBOs for EasyTel services, as
collection obligations shall be borne by EasyTel.
c. ProNet shall accurately disclose all charges to its IBOs correctly.
ProNet and its representatives SHALL not misrepresent any of the
EASYTEL Services.
d. EASYTEL shall have the right to cancel this agreement without
compensation of any kind to ProNet if ProNet is in breach of any of
the subparagraphs above. However, EasyTel shall not be entitled to a
refund of those amounts paid to ProNet prior to cancellation hereof.
EASYTEL shall not exercise its right of termination without first
having given 30 days written notice to ProNet. Cancellation of this
agreement shall be EasyTel's sole remedy, and ProNet shall not be
liable for damages, consequential or incidental, as a result of a
breach of any of the terms of this Agreement.
11. Activation Fees, Commissions and Overrides
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EasyTel shall calculate activation Fees, Commissions and Overrides on total
payments collected. EasyTel will maintain all Activation Fees, Commissions
and Overrides records. Said Records will be provided via a monthly report
submitted by EasyTel to ProNet. Commissions and Overrides will not be paid
on bad debt, charge backs, write-offs or fraud (collectively
"Non-Commission Amounts"). EasyTel shall offset all commissions advanced on
"Non-Commission Amounts" against all Commissions due. ProNet shall not be
entitled to receive any Commissions or Overrides with respect to any
customer not accepted by EASYTEL for services, or which are terminated
(excluding amounts due to ProNet prior to such termination), or any
services not covered by this Agreement.
12. Promotional Information
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ProNet agrees to adhere to all standards set forth by EASYTEL for the
preparation and distribution of both advertising and promotional materials.
All promotional material must be pre-approved by EASYTEL when PRONET OR
PRONET CLIENTS USE EASYTEL'S LOGO AND NAME, before it is distributed to the
public.
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13. Advertising
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PRONET agrees to submit all advertisements to EASYTEL in advance, for the
purpose of screening to determine compliance with EASYTEL policies. EASYTEL
shall promptly review all such advertising and shall not unreasonably
withhold its approval of such advertising. Publication of advertising
without prior approval by EASYTEL shall be grounds for termination of this
Agreement by EASYTEL. Any marketing and promotional materials developed by
ProNet for EasyTel at Print's expense shall be restricted to the sole use
of ProNet, Print's clients.
GENERAL TERMS AND CONDITIONS
1. MUTUAL NONDISCLOSURE
WHEREAS, in connection with the contemplated transaction between the
parties, each party to this Agreement may find it beneficial to disclose to
the other party documentation or other technical business information
(hereinafter "INFORMATION") which the disclosing party considers
proprietary. It is specifically understood and agreed that INFORMATION
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described pursuant to this agreement may be marked proprietary. Either
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because it has been developed internally by the disclosing party, or
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because it has been received by the disclosing party subject to a
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continuing obligation to maintain the confidentiality of the INFORMATION,
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or for other reasons.
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A. INFORMATION deemed to be proprietary which is provided in a tangible form
shall be marked in a manner to indicate that it is considered proprietary
or otherwise subject to limited distribution as provided herein. If the
INFORMATION is provided orally, the disclosing individual shall clearly
identify it as being proprietary at the time of disclosure.
B. With respect to INFORMATION provided under this Agreement, the party to
whom the INFORMATION is disclosed, its agents and any consultants working
with the party in regard to this matter shall:
a. Hold the INFORMATION in confidence and protect it in accordance with
the security regulations by which it protects its own proprietary or
confidential INFORMATION which it does not wish to disclose;
b. Restrict disclosure of the INFORMATION solely to employees and
affiliated employees who have a need to know and not disclose it to
any other parties.
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c. Advise those employees of their obligations with respect to the
INFORMATION.
d. Use the INFORMATION only for the purposes hereunder except as may
otherwise be agreed upon in writing.
C. The party to whom INFORMATION is disclosed shall have no obligation to
reserve the proprietary nature of any INFORMATION which:
a. Was previously known to it free of any obligation to keep it
confidential.
b. Is disclosed to third parties by the other party without restriction.
c. Is or becomes publicly available by other than unauthorized
disclosure.
d. Is independently developed by it.
D. The INFORMATION shall be deemed the property of the disclosing party,
and upon request, the other party will return all INFORMATION received
in tangible form within ten days to the disclosing party or destroy
all such INFORMATION.
E Nothing contained in this Agreement shall be construed as granting or
conferring rights by license or otherwise in any INFORMATION
disclosed.
F. All Confidential Information belongs solely to, and is owned
exclusively, by the disclosing party.
G. The Confidential Information disclosed in this transaction will not be
used for any purpose except as permitted by this Agreement.
H. The Confidential Information disclosed will not in any way be used,
directly or indirectly, to compete with the business of the other
parties to this agreement.
All parties agree that its affiliates, employees, agents or
representatives shall not circumvent or attempt to circumvent the
provider of its relationship(s) with any vendors, suppliers,
employees, consultants, or other party or parties associated with the
provider of the Confidential Information.
J. All parties agree to notify the others immediately upon the receipt of
any form of legal process or government order requiring disclosure of
the Confidential Information. Parties also agree to cooperate with the
disclosing party's effort to
preserve the secrecy and confidentiality of the Confidential
Information, to the extent provided under applicable laws.
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2. TERM. The term of this Agreement shall be for five years, commencing
November 1, 1999. Providing that any provisions of this Agreement are not
in default, PRONET shall have the right to extend the term for two
additional five-year periods. ProNet may exercise this option only by
delivering written notice thereof to EASYTEL within the last 90 days of the
initial term of the first extension.
3. ARBITRATION If any dispute arises between or among the Parties, or if it
becomes necessary to enforce the terms of this Agreement, the final binding
remedy (except for an injunctive type relief action which will be brought
in the State or Federal Courts) will be resolved by arbitration. Any
dispute arising between the parties will be submitted to arbitration in the
State of Michigan in accordance with the rules of the American Arbitration
Association then in effect.
4. INTERPRETATION OF AGREEMENT This Agreement has been negotiated by the
parties and shall be given fair and reasonable interpretation in accordance
with the words hereof, without regard to who drafted any particular
provision hereof.
5. GOVERNING LAW. Any controversy or claim arising out of or relating to this
Agreement shall be governed by and construed in accordance with the laws of
the State of Nevada.
6. ATTORNEY'S FEES. In the event of any action, suit, or proceeding brought
under or in connection with this Agreement, the prevailing Party shall be
entitled to recover, and the other Party agrees to pay, the prevailing
Party's costs and expenses in connection therewith, including reasonable
attorney's fees.
7. HEADINGS. The titles or headings used in this Agreement are for reference
and convenience only, and are not to be considered in the construction
hereof.
8. TIME OF ESSENCE. Time is of the essence in this agreement.
9. ASSIGNMENTS. This agreement shall be binding on, and inure to the benefit
of, the Parties to it and their respective heirs, legal representatives,
successors and assignees. Provided, however, that ProNet may not assign its
rights under this agreement without the prior written consent of EASYTEL
(which shall not be unreasonably withheld). Any assignment made in
violation hereof shall be void and shall constitute grounds upon which
EASYTEL may terminate this agreement.
10. NOTICES. All notices, requests, demands, and other communications under
this Agreement shall be in writing, and be deemed to have been served on
that date if served personally on the Party or on the postmark date affixed
by the United States Postal Service if mailed to the Party. Documents must
be mailed by first-class registered or certified mail, Federal Express or
special delivery, postage prepaid, and properly addressed as follow.
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IF TO EASYTEL: IF TO PACIFIC TELCOM, INC:
EASYTEL PACIFIC TELCOM, INC
320 East Charleston Boulevard 5604 Sligo Street
Suite 204-221 Las Vegas, NV 89130
Las Vegas, Nevada 89104
IF TO PRONET: IF TO M&M COMMUNICATIONS
PRONET GLOBAL I, INC. M&M COMMUNICATIONS
5075 Cascade Road SE 2030 West Summerwind
Suite K Santa Ana, CA 92704
Grand Rapids, MI 49546
Any Party may change its address for purposes of this paragraph by giving
the other parties written notice of the new address in the manner set forth
above, provided such notification shall not be effective until receipt
thereof.
11. SEVERABILITY AND WAIVERS. The invalidity of any provision of this agreement
shall not affect the validity or enforceability of the other provisions
hereof.
12. AMENDMENTS. No amendment or modification of this Agreement, and no waiver
hereunder, shall be valid or binding unless set forth in a written and duly
executed form by the parties against whom enforcement of the amendment,
modification or waiver is sought.
This Agreement constitutes the entire agreement among the parties with
respect to the transactions contemplated hereby, and it supersedes all
prior oral or written agreements, commitments or understandings among the
parties with respect to the matters provided herein.
13. GENERAL RELEASE AND INDEMNITY RELATING TO PREVIOUS AGREEMENT. Because of
changes in the previous business relationships between the parties, the
formation of the Alliance and in consideration for entering into this
Agreement all parties hereto waive any claim of any kind or nature, known
or unknown, which may have arisen out of the Previous Agreement. All
parties acknowledge
that this general release waives the benefits of Civil Code Section 1542
for California residents, which provides:
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"A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affect his settlement with the
debtor."
14. FORCE MAJEURE. Neither Party shall be liable for any delay, interruption,
or failure in performance under this Agreement, which results directly or
indirectly from acts of God, civil or military authority, acts of public
enemies, war, accidents, fires, explosions, earthquakes, floods, the
elements, tornado's, hurricanes, labor disputes, riots, delays of common
carriers or suppliers, voluntary or mandatory compliance's with any
governmental act, regulation or request, or any similar cause beyond the
control or without the fault of such Party.
15. AUTHORIZATION. In executing this Agreement, the parties each expressly
acknowledge, covenant and agree that he/she/it/they have the present
intention, ability and willingness to perform each act, condition and
covenant described in this Agreement to be performed by each of them. They
further acknowledge and agree that the obligations to be preformed them as
described herein shall be joint and several in nature.
Dated: November 16 1999
FOR: EASYTEL FOR: PRONET GLOBAL I, INC.
By:____________________________ By:____________________________
Thomas Skala, CEO Robert Blanchard President
FOR: PACIFIC TELCOM, INC. M&M COMMUNICATIONS
By:____________________________ By:____________________________
Bill Angelos, President Michael Murphy, President
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