KISNET - MTT / EXCLUSIVE DISTRIBUTION AGREEMENT FOR STEPS
KISNET - MTT / EXCLUSIVE DISTRIBUTION AGREEMENT FOR STEPS
This is an agreement, hereafter also referred to as Partnership, between Kisnet
Corporation Inc, (KCI) of 42 Orchard Hills Road, Katonah, NY, 10536, and
MultiTrade Technologies LLC(MTT) of 100 Park Avenue, NY, 10017
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KCI) is a software development company and has developed an Enterprise
Management System (EMS) software development platform called STEPS (Straight
Through Enterprise Processing Solution) described in STEPS_ProductSheet.doc.
MTT is a limited liability corporation registered in NY, established to market
and distribute various Enterprise Resource Planning (ERP) systems and related
technologies for different companies involved in trading of a variety of goods
and services.
I. SCOPE:
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This agreement addresses the creation of a commercial relationship, which grants
MTT a license to distribute ERP systems built on KCI's Information Technology
(STEPS(TM) platform.
II. PURPOSE:
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To service Specified Target Markets and generate revenues from:
1. Providing STEPS(TM) based EMS solutions to various Enterprises within
the Specified Target Market on a licensed fee basis.
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2. Providing maintenance, customization and enhancement services to
support the above solutions.
III. TERM:
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This agreement is effective 1st of January, 2004 for a term of five years,
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unless terminated under the termination clauses _XI_& XII__ of this agreement.
It may be renewed thereafter by mutual written agreement of both parties.
IV. TERRITORIES:
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Exclusive: USA, The existing agreement for Mexico and Canada to be included as
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Distributors under the terms and conditions of the distributors agreement to be
drawn by the mutual consent of both parties.
Other regions may be subsequently added as exclusive territories upon mutual
written consent of both Kisnet and MTT. Prior Kisnet agreements as listed in
SCHEDULE E are excluded from this agreement.
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V. EXCLUSIVITY & NON-COMPETE:
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This is an exclusive agreement during the above-specified term. And during the
term of this agreement, each Party agrees for adherence to its
expertise/activities, while executing the purpose of this Partnership. With
respect to this paragraph, non-adherence by a party hereto encompasses offering
the Services and Technologies that the other party hereto is entitled to provide
to the Customers in the Territories, under this Partnership.
VI. KCI'S OBLIGATIONS:
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KCI will be responsible for:
1. Delivery of STEPS(TM) versions on time as per the schedule in each client
agreement, agreed by KC in writing.
2. Providing the design, specification and the requirements for deploying
STEPS(TM) at MTT.
3. Maintenance and support for STEPS(TM) to MTT during the terms of this
agreement.
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KISNET - MTT / EXCLUSIVE DISTRIBUTION AGREEMENT FOR STEPS
4. Sales support to MTT's staff, clients and prospects on a fee basis (Sales
Support Fees) - included as a part of the compensation package described
below.
VII. MTT'S OBLIGATIONS:
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MTT will be responsible for the day-to-day-management and support of the
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customers and as will:
1. Identify & provide client requirements as well as ongoing changes.
2. Provide the infrastructure (including organization) needed for
deploying STEPS based solutions to its' customers.
3. Provide sales, marketing & promotional services & first tier clients &
prospects support, including administration for timely compensation of
KCI.
4. Work with KC team to develop & implement project plans.
5. All IT related services needed by MTT for itself or any of its'
clients will be provided exclusively by Kisnet during the terms of
this agreement at the preferred development rates specified in
SCHEDULE R.
VIII. COMPENSATION:
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MTT will compensate KCI for as follows:
1. MTT will pay
a. KCI $10,000/month as a fixed amount of royalty during the first year
of this agreement;
b. In addition, MTT will pay KCI $10,000/month as Sales Support Fees
during the first year of this agreement for the exclusive distribution
rights.
2. Special Enhancements, outside the scope of the initial agreement, requested
by MTT will be made at the preferred development rates specified in
SCHEDULE R and will become part of the MTT_STEPS(TM) platform.
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3. MTT will pay KCI an additional 10% royalty on all STEP related revenues
generated by MTT from its clients for the systems and services to be
delivered "Revenue". The out of pocket expenses charged to the clients are
not considered as Revenue.
4. MTT will pay KCI 45% of Revenue; in exchange, KCI is obligated to deliver
all the systems and services on time and on budget.
5. After the initial term of first year, a minimum Kisnet revenue of $
20,000/month is needed to retain the exclusive distribution rights.
IX. PAYMENT SCHEDULE:
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MTT will pay KCI's compensation as specified in items 3 & 4 above, within 45
days of collection of its accounts receivables. REVENUE is defined as the amount
invoiced to clients less any normal discounts or refunds in addition to the out
of pocket expenses.
The payments will be due and made based upon on following.
1a in section VIII is payable on the first day of each month starting 01/01/04;
the first payment may however be made upon signing of the agreement.
1b in section VIII is payable on the 15th of each month starting 01/15/04; the
first payment may however be made upon signing of the agreement.
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KISNET - MTT / EXCLUSIVE DISTRIBUTION AGREEMENT FOR STEPS
X. NON-SOLICITATION:
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During the term of this Partnership, no employee of either Party shall solicit
for the purpose of hiring any employee of the other. For the purposes of the
preceding sentence, the following does not constitute solicitation under this
Partnership: (i) use of an independent employment agency, so long as such agency
is not directed to contact a specific employee of the other party, and (ii)
general advertisements not targeted at a specific employee of the other party.
XI. TERMINATION:
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Notwithstanding anything herein contained, either party shall have the right to
terminate this Partnership forthwith upon the happening of all or any of the
following events, namely:
1. Upon the other making any arrangement or composition with the general
body of its creditors or having a winding-up order passed against it
or going into liquidation, voluntary or otherwise than for the
purposes of reconstruction or amalgamation;
2. Upon any breach or default by the other of or in any of the terms,
conditions or stipulations herein contained and its failure for a
period of not less than sixty days to remedy the same after the
receipt by it of written notice from the other in that behalf
requiring it so to do.
3. The termination of this Partnership whenever and however it shall
occur shall only relate to the termination of the Partnership and
shall not affect any of the rights or obligations of either party
which have accrued before termination or which are intended or
expressed to survive termination except for items listed in SCHEDULE
E.
XII. EFFECTS OF TERMINATION:
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1. This agreement shall no longer be exclusive.
2. Within 30 days after the termination or expiry of this Partnership,
each party shall return to the other all Confidential Information and
all other materials and data of the Disclosing Party (related to the
exclusive distribution right) and shall not retain any copies of the
same.
3. Upon the termination or expiry of this Partnership, the Parties shall
continue to comply with the terms of this Partnership so far as is
necessary to comply with the terms and conditions of any then existing
agreements with mutual clients.
4. All obligations of confidentiality, non-solicitation, all terms
relating to the ownership of intellectual property rights, all
limitations and exclusions of liability, and all indemnities shall
survive the expiry or termination of this Partnership.
XIII. ASSIGNMENT:
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This agreement may not be assigned to another party without the written express
permission of KCI.
In witness whereof, the parties have hereunto executed this Agreement.
MULTITRADE TECHNOLOGY LLC (MTT). KISNET CORPORATION, INC (KCI).
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By: By:
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Name: Joe Khan Name: Masood Khan
Title: Managing Partner Title: CEO
Date: Date:
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KISNET - MTT / EXCLUSIVE DISTRIBUTION AGREEMENT FOR STEPS
APPENDIX
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SCHEDULE E
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EXCLUDED TERRITORIES AND PRIOR AGREEMENTS
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1. STEPS Mexico - Exclusive Distribution Agreement for Mexico.
2. BEST Canada - Exclusive Distribution Agreement for Canada.
3. RPG Systems Inc. - Exclusive Distribution Agreement for Automobile
Repair Shops
4.
SCHEDULE R
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PREFERRED RATES SCHEDULE
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Rates per hour:
Development Support staff $50
Programmers $75
Systems Analyst $100
Senior Consultant $125
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