MARKETING AGREEMENT
This agreement is made this first day of June 2002, by and between the
following parties: GK Intelligent Systems, Inc, a Texas Corporation.
(Hereinafter referred to as "GKI") and BTH2, Inc. a Utah Corporation
(Hereinafter referred to as "BTH2").
RECITALS
WHEREAS, the parties hereto desire to enter into this binding written
agreement for the purpose of Marketing GKI products;
WHEREAS, GKI desires to appoint BTH2 as a commissioned sales and
marketing agency for a period of twelve-(12) months;
WHEREAS, the parties now desire to memorialize the agreement by and through
this written instrument;
NOW, THEREFORE, it is hereby agreed as follows:
DEFINITIONS
Article Ia. GKI Products shall mean all computer hardware and software products
manufactured, licensed, distributed or created by GKI.
Article Ib. "Marketing services" means services to be performed by BTH2 during
the contract term including; personnel, program development, products briefs,
clients meetings, retail account meetings, distribution meetings, relationship
building, account management, attendance at trade shows and conferences, product
launches (including selling GKI products into the PC retail channel) and product
promotions.
Article Ic. "Termination For Cause" means failure of either party to perform a
material term of this agreement.
COVENANTS
In consideration of the promises and covenants set forth below, the parties
agree as follows;
Article 2. Marketing Rights. GKI hereby appoints, and BTH2 hereby accepts
appointment as a retained marketing agency of GKI for the marketing of GKI
products.
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Article 3. Contract Term. The initial term of this agreement shall be for a
period of twelve (12) months commencing June 1, 2002. Either party may terminate
this agreement for cause, (as defined in article Ic of this agreement) upon
30-day written notice to the other party. After the initial twelve-(12) month
period this contract will automatically renew for an additional 12-months unless
either party gives written notice to terminate this agreement on or before the
last day of the initial contract term.
Article 4a. Obligations of BTH2. BTH2 shall provide GKI with "marketing
services" (as defined in Article Ib) to market GKI products for the term of this
agreement.
Article 5. BTH2 will make no representations, warranties, or commitments binding
GKI without GKI's prior consent. BTH2 warrants that the services it performs are
original do not infringe any third party intellectual property rights, and that
it has the right to perform all of the Marketing Services hereunder.
Article 6. Compensation. In consideration of BTH2's marketing efforts, GKI shall
compensate BTH2 with a non-refundable monthly retainer in the sum of $25,000.00
per month for the entire duration of the contract period, starting 60 days from
the date of the execution of this agreement. Thus, the said $25,000 monthly
retainer shall be paid on the 1st of each month beginning no later than August
1, 2002. No offsets, charge backs, advertising allowances, closeouts, markdowns,
or tax withholdings or any other deductions whatsoever shall reduce the amount
of, or GKI's obligations to pay the said monthly non-refundable monthly retainer
to BTH2. In addition, GKI shall compensate BTH2 by immediately issuing it Five
hundred thousand (500,000) shares of the corporation's Rule 144 common stock. In
addition, GKI agrees that it will issue 500,000 common shares of S-8 consulting
stock in replacement of the 500,000 shares of 144 common stock as soon As it has
attained compliance with its SEC reporting.
Article 7. Expense reimbursement. GKI shall be solely responsible for all costs,
expenses, vendor fees and any other associated fee or cost in connection with
the marketing of GKI products and services. GKI shall reimburse BTH2 for all
approved travel expenses including, airfare, hotel, car rental and meals in
connection with the marketing of GKI products.
Article 8. BTH2 shall serve as an independent contractor and will be responsible
for paying all applicable social security, withholding, and other applicable
taxes. Nothing in this Agreement shall be construed to create the relationship
of principal and agent, or employer and employee between GKI & Bth2. GKI hereby
agrees that it will not make any representations or warranties for any nature on
behalf of BTH2, Inc.
Article 9. GKI hereby agrees to indemnify and hold BTH2 harmless from and
against any and all claims, losses, damages, expenses or liability (including
legal fees and costs) of whatever nature that may arise as a result in whole or
in part from any of the following:
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a. Any warranty or products liability with respect to the GKI products
and services;
b. Any delay in delivery of the GKI products ordered by customers;
c. Any warranties, promises, affirmations, or representations made by GKI
in connection with the marketing of the GKI products.
d. Any claims for the infringement of any patent rights, property damage
or personal injury arising from the products and services manufactured
by GKI or marketed by BTH2 pursuant to this agreement.
e. Any associated costs, claims, demand, suits, expenses, vendor fees, or
other costs in connection with the marketing of GKI products and
services performed by BTH2.
Article 10. This agreement shall be binding upon each of the parties hereto,
their heirs, successors, assigns and successors in interest. It may not be
modified in any way without the written consent of the parties. Neither party
shall have the right to assign this agreement in whole or in part.
Article 11. This writing constitutes the entire agreement of the parties and
neither party shall assign, amend or alter this agreement without the prior
written consent of the other party.
Article 12. Construction of Agreement. This agreement shall be governed by and
on accordance with the laws of the State of Utah irrespective of choice of law
statutes and the parties agree to the venue of the appropriate court within the
State of Utah for all claims related to this agreement.
IN WITNESS WHEREOF, the parties hereto have executed this agreement by their own
duly authorized representatives as of the respective dates indicated below.
It is hereby agreed to:
BTH2 INC. GKI INTELLIGENT
SYSTEMS, INC.
/S/ BTH2 /S/ Gary F. Kimmons
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By Authorized Signature By: Authorized Signature
6/1/02 6/1/02
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Date Date
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