Reseller Agreement between CinTel Co., Ltd. and NEOframe Inc.
NEOframe Inc. (hereinafter referred to as "Principal") and CinTel Co. Ltd.
(hereinafter referred to as "Partner") enter into this agreement regarding
reseller to market the products made or supplied by Principal as follows:
Article 1. Purpose of Agreement
This Agreement is made and entered into to prescribe all items pertaining to
supply of products and technical support by principal and all sales activities
by Partner.
Article 2. Term of Agreement
1. Term: This Agreement shall become effective from January 1, 2004 to
December 31, 2004 and shall continue in full force and effect for a
period of one (1) year. This Agreement shall be automatically
extended for a successive one (1) year thereafter, unless and until
either party shall give to the other party at least thirty (30) days
prior written notice of its intention not to extend this Agreement.
And the termination of the term shall not effect any right or debt
already generated.
2. Adjustment: In case the Parties need to adjust the term of this
agreement before expiring date, each party must notice its intention
in form of documentation.
Article 3. Limit of application
The items determined by this agreement are effective on all agreements and
mutual consents during the term of agreement.
1. Partner: Partner must have thorough knowledge of `Sales Partner
Program' provided by Principal and must cooperate with Principal as
its Platinum Partner.
2. Sales Products: "Products" shall mean the products specified in
Appendix 1, and other products are negotiable between both parties.
3. Sales Price: Principal must notice the list prices and reseller
prices of products to Partner and Partner must obey Principal's
price policy.
4. Change of Sales Price: Partner shall be able to notice the reason of
changing price in case it is needed, and Principal ought to meet
Partner's meet according to Sales Partner Program in a sincere
manner.
5. Others: In case new definitions or items which are not listed on
this agreement or Sales Partner Program, each party must define the
items and receive one original copy hereof.
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Article 4. Definition
In this agreement except where context otherwise requires, the following terms
and expressions shall be understood to have the precise meaning as follows:
1. Products: "Products" shall mean the products or the technologies
manufactured, developed, or supplied by Principal.
2. Sales: "Sales" shall mean the activities of resale which Partner
shall pay the price of Products to Principal and shall sell the
Products to other customers.
Article 5. Right of Ownership
The ownership of Products shall belong to Principal before paying the price of
Products. After paying the price, the ownership of Products shall pass to
Partner.
Article 6. Sale Plan
Partner shall prepare sale plan for Principal's product with specific time
frame. Partner shall provide written plan schedule to Principal, so Principal
shall prepare required education and technical support according to such sale
plan.
Article 7. Payment
Partner shall clear cash-based payment of supplied product from Principal within
one month after completing sale activities to customer. If any correction is
required in special case, such change in payment shall be executed with mutual
agreement between Partner and Principal.
Article 8. Quality and Warranty
1. Warranty with free of charge: Principal shall guarantee warranty of
Software for six months and Hardware for one year with free of
charge. This warrantee term shall begin right after Partner gain
quality report from its customer. In case of software warranty,
Partner and Principal shall make mutual agreement if warranty of
software needs to be longer than one year period.
2. Procedure of Warranty with free of charge: During the period of
Warranty with free of charge, Principal shall notice maintenance
activity to Partner when maintenance is demanded from customers and
execute maintenance service in immediate manner.
3. Warranty with charge: When maintenance work is required after
warranty, such maintenance expense shall be calculated by 10% of
Product Supply Contract price. If Partner can prepare technical
support for specific case, expense rate shall be changed by mutual
agreement between both parties.
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Article 9. Impossibility
1. If breach in a certain part of this agreement occurs due to Natural
disaster, War, Law Change, Commend execution by government, Strike,
Accidents, or other obstacles that can not be controlled by human
power, both parties shall not take any responsibility because of
such delay or breach.
2. In case of Article 9-1, such breached part of this Agreement shall
lose its effectiveness.
Article 10. Non-Disclosure Responsibility
1. Both parties shall respect mutual business activities.
2. Both parties shall not disclose to any third party, without the
prior written consent of the Principal, or use for any purpose other
than the performance of its obligations under this Agreement, any
confidential information concerning the Products or business affairs
(including but not limited to, prices, discounts, terms and
conditions of sale, customers, business affairs, Products or Product
specification).
3. Article 10-1 and 10-2 shall be effective after the termination of
this Agreement.
Article 11. Termination
1. In each case of the following events, either party ("Terminating
Party") may terminate this Agreement, with immediate effect, by
giving the written notice of termination to the other party
("Defaulting Party"):
A. if the Defaulting Party does not remedy the breach or failure
to perform or observe any agreement or condition herein
contained within twenty (20) days of a notice requiring remedy
of such breach or failure to perform or observe.
B. if Principal consider it as damage when Party breaches Article
10.
C. if the Defaulting Party becomes bankrupt or insolvent, or have
its business placed in the hand of a receiver, assignee or
trustee.
2. In case of Article 11-1, this Agreement shall lose its
effectiveness. Terminating Party shall ask responsibility to
Defaulting Party.
Article 12. Prohibition of Right Transferring
Any rights due to this Agreement shall not be transferred to third party without
exchanging written agreement between both parties.
Article 13. Settlement
All disputes, controversies or differences which may arise between parties, our
of, or in relation to, or in connection with this Agreement, or for the breach
thereof, shall be settled by both Principal and Partner's mutual resolving
efforts, and it shall be finally settled by arbitration in Seoul, Korea in
accordance with the Commercial Arbitration Rules of the Korean Commercial
Arbitration Board and under the laws of Korea.
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Article 14. Agreement
Principal and partner shall agree on this Agreement with mutually equal status.
Both parties shall sign on two copy of this Agreement, and each party reserves
one copy of this Agreement.
January 1st, 2004
"Partner" "Principal"
CinTel Corp. NeoFrame
Dae-chi-dong 891-43, Gang-nam-gu, Seoul Yang-Jae-dong 82-1, Seo-cho-gu, Seoul
CEO Sang-don Kim (Signature) CEO Sung-ryong Kim (Signature)
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Appendix 1. Product for Sale List
1. Application Accelerator (Software Solutions)
2. Application Accelerator (Appliance Solutions)
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