Article
Channel Partner Final Final (00295508).DOC
sec.gov
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D. “Standard desires to be appointed by ExpeData as (a) a non-exclusive, value-added dealer to promote and market the ExpeData Digital Pen and Paper System and associated Online Services, and (b) the exclusive referral partner to promote and market the ExpeData Digital Pen and Paper System and associated Online Services to the International Associates.” E.
Dealer and Referral Partner Appointment “Except as provided in Section 4(b), ExpeData may (i) authorize other Channel Partners doing business within or outside the Authorized Territory to promote and market the Digital Pen and Paper System and associated Online Services, and (ii) directly market the Digital Pen and Paper System and associated Online Services to Business Entities within or outside the Authorized Territory.” (b) ExpeData hereby appoints Standard as a non-exclusive referral partner to promote and market the Digital Pen and Paper System and associated Online Services to any Persons in the Authorized Territory during the term of this Agreement. Standard shall refer such Persons to ExpeData for the sale and license of the Digital Pen and Paper System directly from ExpeData to such Persons. The referral relationship shall be governed by all applicable terms and conditions of this Agreement and the additional terms and conditions set forth on Exhibit E.
(v) ““Channel Partners” shall mean, collectively, all Business Entities which have been authorized by ExpeData to market, sell and sublicense the Digital Pen & Paper System and associated Online Services.” {00295508.DOC;}- 1 -
(iii) ““Authorized Territory” shall mean those Territories listed on Exhibit A to this Agreement.” (iv)
E. “The following terms shall have the corresponding definitions when used in this Agreement. Any accounting term used but not specifically defined in this Agreement shall be construed in accordance with GAAP.” (i)
(i) ““Affiliate” shall mean any Business Entity that directly or indirectly controls, or is controlled by, or is under common control with, another Business Entity. The term “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Business Entity, whether through the ownership of voting securities, by contract or otherwise.” (ii)
A. REFERRAL PROCESS “Each proposed sales lead shall be fully identified to ExpeData by Standard’s submission of a completed sales lead referral sheet (the “Sales Lead Referral Sheet”) which will set forth the name of the Referral Customer and the description of the proposed transaction,.” 2. Within seven (7) days from receipt of a Sales Lead Referral Sheet related to a Qualified Referral Customer, ExpeData shall, in its sole discretion, either accept or reject the proposed sales lead . ExpeData shall accept or reject the proposed sales lead by its execution and delivery to Standard of the Sales Lead Referral Sheet which shall indicate whether ExpeData has accepted or rejected the proposed sales lead. If ExpeData has not notified Standard that it has either accepted or rejected a proposed sales lead within fifteen (15) days from its receipt of a Sales Lead Referral Sheet for a Qualified Referral Customer, the proposed sales lead shall be considered to have been rejected by ExpeData. In such event, Standard shall still have the right to resell the Digital Pen and Paper System to such Referral Customer under the terms of the Agreement.
1. In addition to reselling the Digital Pen and Paper System to Customers during the term of this Agreement Standard shall have the right to identify and to submit to ExpeData, for its consideration, proposed sales leads for the Digital Pen and Paper System to Persons in the Authorized Territory (“Potential Referral Customers”). Each proposed sales lead shall be fully identified to ExpeData by Standard’s submission of a completed sales lead referral sheet (the “Sales Lead Referral Sheet”) which will set forth the name of the Referral Customer and the description of the proposed transaction,. No Sales Lead Referral Sheet shall be considered unless Standard shall have had a personal meeting or a phone call (not including voice mail messages) with an employee of the potential Referral Customer with an ability to influence the decision to purchase the Digital Pen and Paper System. As a condition to this being a Qualified Referral Customer, Standard, upon the request of ExpeData, will reasonably support ExpeData’s sales efforts to such Qualified Referral Customer. “Within seven (7) days from receipt of a Sales Lead Referral Sheet related to a Qualified Referral Customer, ExpeData shall, in its sole discretion, either accept or reject the proposed sales lead .” 3. If ExpeData accepts the referral, ExpeData shall be solely responsible for the performance of all obligations, covenants, agreements and warranties as contained in a written agreement between ExpeData and the Referral Customer. All prices and terms and conditions of sale shall be determined in the sole discretion of ExpeData. Standard shall not have any authority to make any contract, agreement, warranty or representation to any Qualified Referral Customer on behalf of ExpeData.
A. REFERRAL PROCESS “As a condition to this being a Qualified Referral Customer, Standard, upon the request of ExpeData, will reasonably support ExpeData’s sales efforts to such Qualified Referral Customer.” 2. Within seven (7) days from receipt of a Sales Lead Referral Sheet related to a Qualified Referral Customer, ExpeData shall, in its sole discretion, either accept or reject the proposed sales lead . ExpeData shall accept or reject the proposed sales lead by its execution and delivery to Standard of the Sales Lead Referral Sheet which shall indicate whether ExpeData has accepted or rejected the proposed sales lead. If ExpeData has not notified Standard that it has either accepted or rejected a proposed sales lead within fifteen (15) days from its receipt of a Sales Lead Referral Sheet for a Qualified Referral Customer, the proposed sales lead shall be considered to have been rejected by ExpeData. In such event, Standard shall still have the right to resell the Digital Pen and Paper System to such Referral Customer under the terms of the Agreement.
2. “Referral Revenue shall mean services delivered by ExpeData to Qualified Referral Customers where the revenue is collected by ExpeData from Qualified Referral Customers whom have executed and delivered a binding agreement or purchase order with ExpeData within one year of the submission of a Sales Lead Referral Service .” 3.
2. Within seven (7) days from receipt of a Sales Lead Referral Sheet related to a Qualified Referral Customer, ExpeData shall, in its sole discretion, either accept or reject the proposed sales lead . ExpeData shall accept or reject the proposed sales lead by its execution and delivery to Standard of the Sales Lead Referral Sheet which shall indicate whether ExpeData has accepted or rejected the proposed sales lead. If ExpeData has not notified Standard that it has either accepted or rejected a proposed sales lead within fifteen (15) days from its receipt of a Sales Lead Referral Sheet for a Qualified Referral Customer, the proposed sales lead shall be considered to have been rejected by ExpeData. In such event, Standard shall still have the right to resell the Digital Pen and Paper System to such Referral Customer under the terms of the Agreement. “If ExpeData accepts the referral, ExpeData shall be solely responsible for the performance of all obligations, covenants, agreements and warranties as contained in a written agreement between ExpeData and the Referral Customer.” B.
(a) ExpeData hereby appoints Standard as a non-exclusive, value-added dealer to promote and market the Digital Pen and Paper System and associated Online Services in the Authorized Territory during the term of this Agreement. Except as provided in Section 4(b), ExpeData may (i) authorize other Channel Partners doing business within or outside the Authorized Territory to promote and market the Digital Pen and Paper System and associated Online Services, and (ii) directly market the Digital Pen and Paper System and associated Online Services to Business Entities within or outside the Authorized Territory. “The referral relationship shall be governed by all applicable terms and conditions of this Agreement and the additional terms and conditions set forth on Exhibit E.” (c) Notwithstanding anything to the contrary contained herein, during the term of this Agreement and continuing until the date one (1) year after the termination or expiration of this Agreement, (i) neither ExpeData nor any of its Affiliates shall, either directly or indirectly, without the prior written consent of Standard, solicit any business from or conduct any business with any International Associate except as a result of a referral, if any, made by Standard pursuant to Section 4(b), and (ii) ExpeData shall not authorize any other Person to promote and market the Digital Pen and Paper System, associated Online Services, or any other products or services to any International Associate.
The Referral Payment shall be calculated as follows: “ExpeData shall pay to Standard ten percent (10%) of the Referral Revenue actually received by ExpeData from a Qualified Referral Customer during the twelve (12) month period following the date of the first invoice issued by ExpeData to such Qualified Referral Customer for services supplied by ExpeData to such Qualified Referral Customer and five percent (5%) of the Referral Revenue actually received by ExpeData from a Qualified Referral Customer during the next forty eight (48) month period..” {00295508.DOC;}- 23 -
1. “During the term of the Agreement and for a period of one (1) year after the termination of the Agreement, ExpeData shall pay Standard, within thirty (30) days after the end of each calendar quarter, a referral payment (the “Referral Payment”) determined as a percentage of Referral Revenue actually received by ExpeData from the Qualified Referral Customers during such calendar quarter” 2.
2. “Referral Revenue shall mean services delivered by ExpeData to Qualified Referral Customers where the revenue is collected by ExpeData from Qualified Referral Customers whom have executed and delivered a binding agreement or purchase order with ExpeData within one year of the submission of a Sales Lead Referral Service .” 3.