Message Pilot Joint Marketing Agreement
This joint marketing agreement ("Agreement") is made and effective this February
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29th 2000 by and between BentleyTel.com Inc., a Nevada corporation with offices
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at 4675 MacArthur Court, Suite 420, Newport Beach, CA herein represented by its
President Jonathon Bentley-Stevens
AND
Data Exchange Inc. (Texas) corporation with offices at 1202 West Executive
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Drive, Richardson, herein represented by its Chief Executive Officer Ken Heftner
NOW THEREFORE, in consideration of the mutual promises herein contained, the
parties hereto agree as follows:
1. TERM OF AGREEMENT: This Agreement shall commence on the date that the
Agreement is executed by assigned officers of each party, and shall continue for
a period of one year, unless terminated under the provisions set forth in
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Section 8 of this document.
2. SCOPE OF AGREEMENT: Under this Agreement. the parties shall develop. for
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the cooperative, collaborative marketing of the MessagePilot product. These
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plans shall include, but not be Limited to advertising, promotion, trade shows,
collaterals, et al.
This Agreement shall be exclusive between DEl and BentleyTel.com Inc. for the
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market encompassing the Asia/Pacific rim Currently the countries that are the
focus of this Agreement include Australia, the Philippines, Malaysia. and
Indonesia. This exclusive Agreement would be for both retail (i.e., directly to
the end user) and wholesale (i.e., to the end user through a service provider)
market opportunities identified by either party in this region of the world. In
addition, this agreement would be exclusive in North America for the retail
segment of the market, but would be non-exclusive for the wholesale segment. DEl
plans that have a broad set of market partners for various segments of the North
American market.
3. CONDITIONS FOR AGREEMENT: This Agreement will remain in force as long as
1) BentleyTele Com achieves the revenue projections included in Exhibit A of
this document and 2) DEl fulfills its obligations be timely delivery of quality
product to Bentley Telecom.
4. COST SHARING: During the course of this Agreement, each party shall be
responsible for its own costs of executing the obligations of the Agreement.
Bentley Telecom, at its option, may elect to outsource. marketing activities to
DEl in which case DEl would negotiate a professional services agreement with
fees to Bentleylel.Com for services rendered.
5. CONFIDENTIALITY Any and all information, identified by the individual
parties as confidential, shall protected by the other party a if it were their
own confidential information. The identified confidential information shall
remain the exclusive property of the party throughout and beyond the life of
this Agreement.
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6. INTELLECTUAL PROPERTY: MessagePilot is an innovation owned exclusively by
DEl. Marketing methods, processes and concepts, associated with MessagePilot
shall remain the property of the party identifying the "V. J." method, process,
or concept. In the event this marketing Agreement is terminated or lapses due to
the expiration of the Term of the Agreement- any and all marketing innovations
shall remain the properties, of the party identifying the innovation.
DEl may, at its option, continue to supply MessagePilot to BentleyTel.Com
Beyond the expiration or termination of this Agreement.
7 PERFORMANCE INDEMNITY: Each party shall indemnify, defend and hold
harmless the other party in the event of omissions or failure to perform
on the part of either party.
8. TERMINATION OF AGREEMENT: This Agreement shall have a term of two years.
At any time price to the expiration of this Agreement, either party
may, at its sole option, terminate this Agreement with 90 days
written notice.
9 DEFAULT: If DEl fails to deliver quality product to BentleyTel.Com, it
shall be deemed in default. If either party fails to support the other
in the development and executive of marketing plans, strategies, and
tactics, that party shall be deemed to be in default lf BentleyTel.Com
fails to deliver the revenue it has projected, through no fault or failure
to execute on the part of DEl, BentleyTel.Com shall be deemed to be in
default of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly
authorized representatives on the dates below written
Data Exchange Inc. BentleyTel.com Inc.
1202 West Executive Drive 4675 MacArthur Court, Suite 420
Richardson, TX 75081 Newport Beach, CA 92660
By: /s/ Ken Heffner By: /s/ Jonathon Bentley-Stevens
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Ken Heffner Jonathon Bentley-Stevens
Chief Executive Officer President
/s/ Regina Peralta
/s/AM ------------------------------------
------- Regina Peralta
Witness Executive Vice President
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