RESELLER'S REPRESENTATIVE AGREEMENT
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(Switch-Iess Re-Seller's Rep Agreement)
THIS AGREEMENT is entered into on November 1, 1999, by and between EasyTel, a
Nevada corporation (hereinafter 'EasyTel') and Network TwentyOne International,
Inc., (hereinafter, Network TwentyOne").
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
Network TwentyOne 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. Network TwentyOne 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. Network TwentyOne 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 replace the Resellers Agreement dated September 4, 1999
(the "Previous Agreement", with this Agreement and create a business
relationship in which Network TwentyOne 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. "Network TwentyOne Downline" means and refers to customer3 that are
referred to EasyTel by Network TwentyOne IBOs (or such IBO's referees
whether or not such referees are IBOs).
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NOW THEREFORE, the parties agree as follows: 1. Easytel's Charges
EasyTel's charges for using EasyTel's Universal Telephone Number for customers
that are referred by Network TwentyOne Downline are as follows:
a. $25 Activation Fee. (Upon written notice to EasyTel, Network TwentyOne
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 Network TwentyOne
a. For each Network TwentyOne Downline who activates a Universal
Telephone Number, EasyTel shall pay to Network TwentyOne the
following:
I The $25 activation fee paid by each Network TwentyOne Downline
(or such lesser amount paid should Network TwentyOne request that
the activation fee be reduced).
II A $5 per user commission paid each month for each Network
TwentyOne Downline with a Universal Telephone Number. The total
number of TwentyOne Downline for the payment
calculation will be based on the number of TwentyOne Downline who
have current Universal Telephone Numbers on the 25th of the
month. (I.e. if 1000 TwentyOne Downline are subscribers to the
Universal Telephone Number as of the 25th of the month, then
Network TwentyOne would receive $5,000 as a commission for that
particular month).
III A ten percent (10%) commission on all billable telecommunication
usage generated by TwentyOne Downline will be paid each month to
Network TwentyOne.
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 lBO's downline
referrals (whether(or not such referrals are IBOs). . 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 irltroduce and sell
EasyTel services to other North American Amway organiziations for a period
of 90 days. Network TwentyOne and EasyTel agree to transfer this exclusive
right to the Alliance.
In consideration for 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.
Easytel acknowledges that members of the Alliance will maintain a few Amvox
accounts for administrative purposes.
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In the event Network TwentyOne, 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.
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 Name EasyTel
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a. Network TwentyOne may utilize EasyTel's trademarks "EasyTeI,
"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 naml3 EasyTel or any
specific product, service or geographical territory, but rather shall
merely indicate that Network TwentyOne 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 Network TwentyOne 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 5ervices 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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Network TwentyOne shall not pay EasyTel any franchise fees.
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10. Network TwentyOne Production Quotas and Other Standards
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a. The Network TwentyOne 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. Network TwentyOne 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.
b. Network TwentyOne shall not collect money from IBOs for EasyTel
services, as collection obligations shall be borne by EasyTel.
c. Network TwentyOne shall accurately disclose all charges to its IBOs
correctly. Network TwentyOne 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 Network TwentyOne if Network TwentyOne is
in breach of any of the subparagraphs above. However, EasyTel shall
not be entitled to a refund of those amount paid to Netvwork TwentyOne
prior to cancellation hereof. EasyTel shall not exercise its right of
termination without first having given 30 days written notice to
Network TwentyOne. Cancellation of this agreement shall be EasyTel's
sole remedy, and Network TwentyOne 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 Network TwentyOne. Commissions and Overrides will
not be paid on bad debt, charge backs, write-offs or fraud (collectively
"Non-Commission Amounts"). EasyTel shall offset a[1 commissions advanced on
"Non-Commission Amounts" against all Commissions due. Network TwentyOne
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 Network TwentyOne prior to such
termination), or any services not covered by this Agreement.
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12. Promotional Information
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Network TwentyOne 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 the Network
TwentyOne or Network TwentyOne clients use EasyTel's logo and name, before
it is distributed to the public.
13. Advertising
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Network TwentyOne 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 Network TwentyOne for EasyTel at Network TwentyOne's
expense shall be restricted to the sole use of Network TwentyOne, Network
TwentyOne'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
described pursuant to this agreement may be marked proprietary. Either
because it has been developed internally by the disclosing party or because
it has been received by the disclosing party subject to a continuing
obligation to maintain the confidentiality of the INFORMATION, or for other
reasons.
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
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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.
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 Page 7 of 10 with the provider of the Confidential
Information.
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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.
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, Network TwentyOne shall have the right to extend the term for
two additional five-year periods. Network TwentyOne 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 Georgia 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 I and the other Party agrees to pay I 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 Network TwentyOne 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
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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 cer1ified mail, Federal Express
or special delivery, postage prepaid, and properly addressed as follow.
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 Network TwentyOne: IF TO M&M COMMUNICATIONS
Network TwentyOne M&M Communications
4550 River Green Parkway 2030 West Summerwind
Suite 100 Santa Ana, CA 92704
Duluth, GA 30096
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 I 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
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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. ALI
parties acknowledge
that This general release waives the benefits of Civil Code Section 1542 for
California residents, which provides:
nA 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 11 1999
FOR: EasyTel FOR: Network TwentyOne International, Inc.
By: Thomas Skala, CEO By: Jim Dornan
FOR; Pacific TelCom, Inc. M&M Communications
Bill Angelos, President Michael Murphy. President
and By Asher Milqrom, Corporate Secretary
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