CO-OPERATION AGREEMENT
This Agreement is entered into on this 17th day of November 1999, by and
between:
Nexland Inc., a corporation organized and existing under the laws of
France, having its principal offices at 20801 Biscayne Blvd., Suite
414, Miami, Florida 33180 (hereinafter referred to as "Nexland")
And
Smerwick Ltd. Taiwan Branch, the Taiwan branch office of a corporation
organized and existing under the laws of Hong Kong, having its
principal office at 6Fl., No.236, Tun Hwa North Road, Taipei, Taiwan
R.O.C. (hereinafter referred to as "Smerwick", and together with
Nexland, the Parties.
WHEREAS, Nexland wishes to engage in the design and marketing of networking and
communication equipment and accessories ("the Products").
WHEREAS, Smerwick has sizable experience in the manufacturing follow-up, quality
control, and export of the Products.
WHEREAS, Nexland wishes to co-operate with Smerwick so as benefit from
Smerwick's experience and services in the above fields and Smerwick is willing
to provide such services to Nexland.
NOW, THEREFORE, it is hereby agreed as follows:
ARTICLE 1 Subject Matter of Agreement
Smerwick hereby agrees to render to Nexland, and Nexland agrees to engage
Smerwick to render services under the terms and conditions specified herein.
ARTICLE 2 Scope of Services
2.1 The services to be rendered by Smerwick to Nexland pursuant to
this Agreement shall include the services specified in Article
2.2 herein that shall be performed by Smerwick in Taiwan,
R. O. C.
2.2 Smerwick shall provide the following services to Nexland:
2.2.1 Manufacturing coordination and follow up;
2.2.2 Inspection of products;
2.2.3 Consolidation and organization of shipments;
2.2.4 Export handling.
ARTICLE 3 No Partnership
Nothing in this Agreement shall constitute or be construed to constitute or tend
to establish a partnership between Smerwick and Nexland. The relationship of the
Parties hereunder shall solely be that of a service provider and service
purchaser.
ARTICLE 4 Exclusivity
During the term of this Agreement and for a period of one year after the
termination of this Agreement, Smerwick shall not render similar services to any
other person or entity that designs, distributes, and or markets products
similar to Nexland's products.
ARTICLE 5 Standard of Services
Smerwick shall exercise all professional and reasonable skill, care and
diligence in rendering the services set out above.
ARTICLE 6 Cofidentiality
Smerwick recognizes and acknowledges that during the course of rendering its
services to Nexland, it will have access to or may become aware of certain
confidential business and technical information of Nexland including without
limitation, certain confidential and proprietary information relating to the
designing, development, construction and marketing of the Products. Smerwick
agrees that it shall at all times maintain the confidentiality of the
information of the Company and that it shall refrain from disclosing any such
information to the disadvantage of Nexland.
ARTICLE 7 Support by Nexland
Nexland shall furnish Smerwick information and data that will allow Smerwick to
timely and properly render its services.
ARTICLE 8 Remuneration
In consideration of the services rendered hereunder by Smerwick, and in order to
cover Smerwick's expenses (customs broker's fees, export costs, consolidation
expenses, administration expenses), Nexland shall pay Smerwick a remuneration
corresponding to three percent (3%) of the amount of the invoices issued against
Nexland for the Products
ARTICLE 9 Taxes and Dues
Either Party shall bear taxes and dues to accrue in the country where it
conducts its business activities. Either Party hereby undertakes to provide the
other Party relevant assistance in the event that said other Party submits a
request to the tax authorities so as to minimize its tax exposure in accordance
with applicable laws and regulations.
ARTICLE 10 Force Majeure
Neither Party shall be held responsible for any delay or failure in performance
hereunder caused by acts of God or other causes beyond said Party's control and
without said Party's fault or negligence.
ARTICLE 11 Notices
All notices to be given hereunder shall be sent by registered mail or hand
delivered addressed to the Party to whom directed, or hand delivered, at the
addresses indicated below:
if to Nexland: 20801 Biscayne Blvd., Suite 414,
Miami, Florida 33180
Attention: Mr. Greg Levine
if to Smerwick: 6Fl., No.236, Tun Hwa North Road,
Taipei, Taiwan R.O.C.
Attention: Mr. Laurent Solomon.
or at such other address as such Party may from time to time designate in
writing in accordance with the terms of this Article 9.
ARTICLE 12 Entire Agreement
This Agreement incorporates the entire understanding reached between the Parties
with regard to the services to be rendered hereunder. Any amendment, supplement,
alteration or modification to this Agreement must be made in writing in order to
be effective.
ARTICLE 13 Language
Communication between the Parties pursuant to this Agreement shall be in English
ARTICLE 14 Assignment
No Party shall be entitled to assign this Agreement or any part thereof without
the prior approval of the other Party.
ARTICLE 15 Termination
Either Party may terminate this Agreement upon thirty (30) days written notice
to the other, sent in accordance with Article 9.
ARTICLE 16 Applicable Law / Jurisdiction
All disputes arising out of or in connection with the present contract shall be
finally settled under the Rules of Arbitration of the International Chamber of
Commerce by one or more arbitrators appointed in accordance with the said Rules,
such arbitration to take place in Paris, France.
IN WITNESS WHEREOF, the parties hereto have caused their respective duly
authorized representatives to execute this Agreement in two original duplicates
on the day and year first above written, with each party retaining a duplicate.
Smerwick Ltd. Taiwan Branch,
a Hong Kong corporation
By: /S/ Laurent Solomon
---------------------------------
Name: Laurent Solomon
Title: Branch Manager
Nexland, Inc.,
a Florida corporation
By: /s/ Greg Levine
-----------------------------------
Name: Greg Levine
Title: President