DISTRIBUTION CONTRACT
This Distribution Contract is entered into this 24th day of August, 2000 between
Commercial Concepts, Inc. (CCI) of 324 S. 400 W. Salt Lake City, Utah and Vaun
Andrus or assignee (Distributor) of Bountiful Utah pursuant to the terms and
conditions set forth below:
1. Responsibilities of the Distributor:
a. The Distributor will represent CCI in all of the state of
Hawaii and to certain specific potential hosts that are listed
in Exhibit A, for the sale and distribution of Wave Screens(C)
services offered by CCI, which include new custom screen
savers for approved hosts and advertising space on any
existing Wave Screen(C) screen saver.
b. The Distributor will obtain all information and materials
required from each customer (hosts and advertisers) to
complete each project and provide them to CCI.
c. The Distributor is responsible to obtain signed contracts, in
a form approved by CCI, from its customers and to forward said
contracts to CCI on a timely basis.
d. The Distributor may also provide advertising and marketing for
this product with the prior approval of CCI.
e. The Distributor will participate in beta testing of updated
versions of the product and will communicate to CCI any
problems, suggestions, or comments related to maximizing the
marketability of the product.
2. Responsibilities of CCI:
a. CCI will provide the Distributor with marketing and
informational materials regarding the product and product
upgrades, along with the corresponding materials, as soon they
are commercially available.
b. CCI will produce and forward finished product to the
Distributor within a maximum of 10 business days after the
receipt of the required contract and materials, unless an
unusual amount of work is required, in which case CCI will
inform the Distributor of any possible delays in advance of
the scheduled shipping date.
c. CCI will provide hosts and advertisers with monthly statements
and will be responsible to collect advertising receivables.
3. Compensation:
a. The Distributor will keep 20% of all gross advertising
revenues that they place and from which payment is received by
CCI, payable by CCI within a maximum of 30 days of payment
receipt. This commission will be paid on the first of each
month.
b. The Distributor will also be paid 12% of gross advertising
revenues, received by CCI, for any advertising originated by
CCI placed on the Distributor's hosts' screens. This
commission is in lieu of the 20% payable to the Distributor
had they originated the advertising. This 12% commission will
be paid on the first of each month.
c. CCI will also pay a finders fee of $1 per screen for new users
of the Distributor's Hosts' Wave Screen(C) screen savers. This
payment will be calculated on the net amount of screens using
the Hosts' Wave Screen(C) screen saver at the end of each
month. The Distributor will be paid $1 for each screen that
represents a net increase over the base number of screens (as
defined below). If the total number of screens using the
Hosts' Wave Screen(C) screen savers decreases at the end of
one month then the total of the previous month will be used to
calculate the net increase for each month, until there is a
net increase, at which time the new total will become the base
for the next month.
4. Confidentiality and Non-Compete: CCI and the Distributor agree to keep
confidential all non-public information related to the marketing,
producing and developing of the product. The Distributor also agrees
not to market, distribute or promote any directly competing product.
5. Termination of Contract: This contract is valid for a period of 365
days at which time it will automatically be renewed for an additional
365 days unless written notice is given by one of the parties that they
do not wish to renew the Contract. Prior to the expiration date, this
Contract may only be terminated due to lack of performance by either
party (as defined in written correspondence) or the written consent of
both parties.
6. Controlling Law: This agreement is construed under and subject to the
laws of the State of Utah.
7. Complete Agreement: This document contains the complete agreement of
the parties and can only be amended in writing signed by both parties.
Agreed to this 24th day of August, 2000 By:
Commercial Concepts, Inc.
/s/ George Richards /s/ Vaun Andrus
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George E. Richards, President Authorized Signature
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