EXHIBIT 3.7
PointRed Technologies Agreement
Master Distributor/System Integrator Agreement
This Master Distributor/System Integrator Agreement (this "Agreement") is made
as of this January 7th, 2004 ("Effective Date") by and between PointRed
Technologies, Inc., a California corporation ("PointRed") with offices at 397
West Trimble Road, Bldg.2 San Jose, CA 95131 USA, and Gateway Access Solutions,
Inc. ("GAS") with corporate offices at 930 Tahoe Blvd., 802-505 Incline Village,
NV 89451
Recitals
A. PointRed designs, manufactures, and distributes certain computer networking
products ("PointRed Products").
B. PointRed and GAS desire that GAS be authorized to act as an independent
distributor and systems integrator of PointRed Products under the terms and
conditions set forth below.
NOW, THEREFORE, PointRed and GAS agree as follows:
1. Appointment.
(a) Appointment. Subject to the terms of this Agreement, PointRed appoints
GAS, and GAS accepts such appointment, as the Exclusive independent
distributor and systems integrator of the PointRed Products listed on
Exhibit A (the "Authorized Products") in the territory set forth in
Exhibit A (the "Territory") and as a non-exclusive distributor and
systems integrator for all PointRed Products anywhere in the world,
both inside and outside the Territory.
(b) Point Red's reserved Rights. PointRed reserves the right from time to
time, in its sole discretion and without liability to Point Red and/or
GAS to change pricing and products with 30 days written notice to GAS,
except it may not discontinue products that affect GAS's ability to
perform under this agreement unless agreed to in writing.
(c) Obligation of GAS understands that PointRed does not have existing
distributors/systems integrators in the Territory and will be
introducing Point Red Products in the Territory for the first time.
(d) Software. To the extent that any PointRed Product contains or consists
of software, GAS's appointment grants to GAS only a license to
distribute the software contained in such PointRed Products, and does
not transfer any right, title or interest to any such PointRed
software to GAS or GAS's customers.
(e) Product Certification. PointRed expects that GAS will use its best
efforts to comply with the radio frequency laws of the countries in
which GAS sells PointRed Products and receive identifiers for their
product modifications to PointRed Products in the countries in which
GAS sells PointRed Products. GAS will use the "product" specific
PointRed identifiers for radio frequency certification and infer that
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1. Appointment - continued
they have approval for their "product". Any modifications of
electrical, radio frequency, and/or software protocol products from
PointRed will be the sole responsibility of the GAS.
(f) Promotion Efforts. GAS will use reasonable business efforts to:
(i) Promote the distribution of the Authorized Products in the
Territory; and
(ii) Comply with the reasonable promotional terms and policies of
PointRed communicated in writing to GAS by Point Red from time to
time.
(g) GAS Personnel. GAS will train and maintain a sufficient number of
capable technical and sales personnel having the knowledge and the
training necessary to:
(i) Inform customers properly concerning the features/capabilities of
PointRed Products;(i)
(ii) Install, service and support PointRed Products in accordance with
GAS's obligations under this Agreement; and
(iii)Carry out the obligations and responsibilities of GAS under this
Agreement.
(h) Technical Expertise. GAS will train its technical and sales personnel
to be conversant with the technical language applicable to PointRed
Products and similar computer products in general, and will develop
sufficient knowledge of the industry, PointRed Products and products
competitive with PointRed Products (including specifications, features
and benefits) so as to be able to explain in detail to its customers
the differences between PointRed Products and competitive products;
(i) Installation, Service and Support. GAS will provide prompt
installation and pre- and post-sales service and support for all
Authorized Products sold by GAS in the Territory. GAS will provide
installation assistance and consultation on the use of PointRed
Products; timely response to customers' general questions concerning
use of PointRed Products; and assistance to customers in the diagnosis
and correction of problems encountered in using PointRed Products.
(j) Customers Leads. PointRed will provide GAS information about all leads
received by PointRed from potential customers from the Territory.
(k) GAS Covenants. GAS will:
(i) Conduct business in a manner the reflects favorably at all times
on PointRed Products and the good name, good will and reputation
of PointRed;
(ii) Avoid deceptive, misleading or unethical practices that are or
might be detrimental to PointRed, PointRed Products or the
public;
(iii)Make no false or misleading representations with regard to
PointRed or PointRed Products;
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1. Appointment - continued
(iv) Not publish or employ, or cooperate in the publication or
employment of, any misleading or deceptive advertising material
with regard to PointRed or PointRed Products;
(v) Make no representation, warranties or guarantees to customers or
to the trade with respect to the specifications, features or
capabilities of PointRed Products that are inconsistent with the
literature distributed by PointRed; and
(vi) Not engage in any practice detrimental to the interests of
PointRed or PointRed Products.
(l) Compliance with Law. GAS will comply with all applicable
international, national, state, regional and local laws and
regulations in performing its duties hereunder and in any of its
dealings with respect to PointRed Products.
(m) Market Conditions. GAS will advise PointRed promptly concerning any
market information that comes to GAS's attention respecting PointRed,
PointRed Products, PointRed's market position or the continued
competitiveness of PointRed Products in the marketplace. GAS will
confer with PointRed from time to time at the request of PointRed on
matters relating to market conditions, sales forecasting and product
planning relating to PointRed Products.
(n) Costs and Expenses. Except as expressly provided here in or agreed to
in writing be PointRed and GAS, GAS will pay all costs and expenses
incurred in the performance of GAS's obligations under this Agreement.
2. Inspections, Records and Reporting.
(a) Reports. Within 15 days of the beginning of each quarter, GAS will
provide to PointRed a written report showing, for the time periods
PointRed reasonably requests, GAS's shipments of PointRed Products by
dollar volume, both in the aggregate and for such categories as
PointRed may designate from time to time.
(b) Forecast. After an intial start up period of 90 days, GAS shall
provide PointRed with a six (6) month forecast showing prospective
orders for each month. Point Red acknowledges that such 6-month
forecast shall be based on GAS's good faith estimate for planning
purposes and shall not be binding. Thereafter, within 15 days of the
beginning of each month, GAS will provide to PointRed a rolling six
(6) month forecast of GAS's anticipated orders.
(c) Notification. GAS will:
(i) Notify PointRed in writing of any claim or proceeding involving
PointRed Products within ten (10) days after GAS learns of such
claim or proceeding;
(ii) Report promptly to PointRed all claimed or suspected product
defects.
(d) Records. GAS will maintain, for at least two (2) years after
termination of this Agreement, its records, contracts and accounts
relating to the distribution of PointRed Products, and will permit
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2. Inspections, Records and Reporting - continued
examination thereof by authorized representatives of PointRed at all
reasonable times.
3. Order Procedure.
(a) Initial Order and Forecast. Upon execution of this Agreement, GAS
shall place an initial order for Authorized Products. During the term
of this agreement, GAS will maintain inventory of Authorized Products
at a level agreed to between the parties from time to time.
(b) In exchange for the product and territory exclusivity provided in
Section 1(a) and listed in Exhibit A, GAS must order a minimum amount
of MMDS products from PointRed, as follows:
1. A minimum of USD $150,000 worth of MMDS products in the 1st
calendar quarter of 2004;
2. A minimum of USD $250,000 worth of MMDS products in the 2nd
quarter, and
3. A total minimum of USD $1,000,000 worth of MMDS products in the
first 12 months following the Effective Date of this Agreement;
4. A minimum of USD $350,000 worth of MMDS products per quarter in
the calendar year of 2005.
(c) PointRed Acceptance. All orders for PointRed Products by GAS shall be
subject to acceptance in writing by PointRed at its principal place of
business and shall not be binding until the earlier of such acceptance
or shipment, and, in the case of acceptance by shipment, only as to
the portion of the order actually being shipped.
(d) Controlling Terms. The terms and conditions of this Agreement and the
applicable PointRed invoice or confirmation shall apply to each order
accepted or shipped by PointRed hereunder. The provisions of GAS's
form of purchase order or other business forms will not apply to any
order notwithstanding PointRed's acknowledgement or acceptance of such
order.
(e) Cancellation. PointRed reserves the right to cancel any orders placed
by GAS and accepted by PointRed as set forth above, or to refuse or
delay shipment thereof, if GAS:
(i) Fails to make any payment as provided in this Agreement or under
the terms of payments set forth in any invoice or otherwise
agreed to by PointRed and GAS;
(ii) Fails to meet reasonable credit or financial requirements
established by PointRed, including any limitations on allowable
credit, or
(iii)Otherwise fails to comply with the terms and condition of this
Agreement.
All purchase orders cancelled within 60 days will incur a penalty
equal to 20% of the total purchase order. All returned products are
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3. Order Procedure - continued
subject to restocking charge of 30% of the purchase order value
(f) Discontinue Manufacture. PointRed agrees to inform GAS s by written
notice of any discontinuation in manufacture or distribution of
products covered under this agreement within 60 days thereof. PointRed
also reserves the right to discontinue the manufacturing or
distribution of any or all PointRed Products at anytime, and to cancel
any orders for such discontinued PointRed Products without liability
of any kind to GAS or to any other person except as noted in
manufacturing rights clause. No such cancellation, refusal or delay
will be deemed a termination (unless PointRed so advises GAS) or
breach this Agreement by PointRed.
(g) Upgrade. In the event that PointRed modifies, upgrades or makes any
other changes to PointRed Products, PointRed will upgrade all products
GAS is holding in inventory and make kits available to upgrade all
PointRed Products sold to GAS customers, on terms and conditions to be
agreed between the parties.
4. Prices and Payments.
(a) Prices to GAS. PointRed shall charge GAS in accordance with the price
schedule attached as Exhibit B. PointRed may change its prices from
time to time upon at least sixty (60) days' prior written notice;
provided, however, that GAS shall always have the right to purchase
PointRed Products at a 50% discount off PointRed's list price.
(b) (c) Taxes, Tariffs, Fees. PointRed's prices do not include any
national, state or local sales, use, value added or other taxes,
custom duties, or similar tariffs and fees which PointRed may be
required to pay or collect upon the delivery of PointRed Products or
upon collection of the prices or otherwise. Should any tax or levy be
made, GAS agrees to pay such tax or levy and indemnify PointRed for
any claim for such tax or levy demanded. GAS represents and warrants
to PointRed that all PointRed Products acquired hereunder are for
redistribution in the ordinary course of GAS's business, and GAS
agrees to provide PointRed with appropriate resale certificate numbers
and other documentation satisfactory to the applicable taxing
authorities to substantiate any claim of exemption from any such taxes
or fees. GAS will pay any withholding taxes required by applicable
law.
(c) Credit Terms. At PointRed's option, shipment may be made on PointRed's
credit terms in effect at the time an order is accepted. PointRed
reserves the right, upon written notice to GAS, to declare all sums
immediately due and payable in the event of a breach by GAS of any of
its obligations to PointRed, including the failure of GAS to comply
with credit terms. Furthermore, PointRed reserves the right at all
times either generally or with respect to any specific order by GAS to
vary, change or limit the amount or duration of credit to be allowed
to GAS. GAS agrees to pay for PointRed products as invoiced.
(d) Security Interest. GAS agrees that if and when PointRed established a
line of credit for GAS or permits GAS to obtain PointRed Products on
open account, GAS concurrently grants PointRed a continuing security
interest in the Collateral (as defined below) in order to secure
payment of the Indebtedness (as defined below). "Collateral" means any
PointRed Products now or hereafter acquired by GAS and all proceeds
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4. Prices and Payments - continued
there from and accessions thereto, and "Indebtedness" means any and
all debts, obligations or liabilities of GAS to PointRed, now or
hereafter existing, including without limitation, any late payment
charges due GAS hereunder and any expenses incurred by PointRed in
enforcing its rights hereunder (including without limitations
attorney's fees, court costs and the costs of retaking and holding in
Collateral, preparing it for resale or other disposition, or selling
or otherwise disposing of it). GAS acknowledge that this Section 4 (d)
constitutes a security agreement and hereby authorizes PointRed to
file any financing statement or other documents necessary to perfect
PointRed's security interest in the Collateral in any public office in
any jurisdiction deemed necessary by PointRed. GAS hereby grants
PointRed limited power of attorney for the sole purpose of executing,
in GAS's name, any financing statements and related documents deemed
necessary by PointRed to perfect the security interest granted herein.
Upon the occurrence of any event specified in Section 10 permitting
termination of this Agreement, PointRed, in addition to all other
rights and remedies under this Agreement, shall be entitled to all
rights, powers and remedies available to a secured party under Uniform
Commercial Code with respect to the Collateral.
(e) Interest. Interest shall accrue on any delinquent amounts owed by GAS
for PointRed Products at the lesser of eighteen percent (18%) per
annum or the maximum rate permitted by applicable usury law.
5. Shipment, Risk of Loss and Delivery.
(a) Shipment. All PointRed Products will be shipped by PointRed F.O.B
PointRed's point of shipment. Shipment will be made to GAS's
identified warehouse facilities or freight forwarder, subject to
approval in writing by PointRed in advance of shipment. Unless
specified in GAS's order, PointRed will select the mode of shipment
and the carrier. GAS will be responsible for and pay all packaging,
shipping, freight and insurance charges, which charges PointRed may
require GAS to pay in advance.
(b) Title and Risk of Loss. Title and all risk of loss of or damage to
PointRed Products will pass to GAS upon delivery by PointRed to GAS
and said GAS's acceptance of shipment in writing.
(c) Partial Delivery. Unless GAS clearly advises PointRed to the contrary
in writing, PointRed may make partial shipments on account of GAS's
orders, to be separately invoiced and for when due delay in delivery
of any installment shall not receive GAS of its obligation to accept
the remaining deliveries.
(d) Delivery Schedule; Delays. PointRed will use reasonable efforts to
meet GAS's requested delivery schedules for PointRed Products, but
PointRed reserves the right to refuse, cancel or delay shipment to GAS
when Distributor's credit is impaired, when GAS is delinquent in
payments or fails to meet other credit or financial requirements
established by PointRed, or when GAS has failed to perform its
obligations under this Agreement. Should orders for PointRed Products
exceed PointRed's available inventory, PointRed will allocate its
available inventory and make deliveries on a basis PointRed deems
equitable, in its sole discretion, and without liability to GAS on
account of the method of allocation chosen or its implementation. In
any event, PointRed will not be liable for any damages, direct,
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5. Shipment, Risk of Loss and Delivery - continued
consequential, special or otherwise, to GAS or to any other person for
failure to deliver or for any delay or error in delivery of PointRed
Products for any reason whatsoever.
7. Suggested Retail Price. Although PointRed may publish suggested wholesale
or retail prices, GAS shall determine the actual prices at which PointRed
Products will be sold to GAS's customers, at GAS's sole discretion.
8. Trademarks, Trade Names, Logos, Designations and Copyrights.
(a) Use During Agreement. During the term of this Agreement, GAS is
authorized by PointRed to use the trademarks, trade names, logos and
designations PointRed uses for PointRed Products in connection with
GAS's advertisement, promotion and distribution of PointRed Products.
GAS's use of such trademarks, trade names, logos and designations will
be in accordance with PointRed's policies in effect from time to time,
including but not limited to trademark usage and cooperative
advertising policies. GAS agrees not to attach any additional
trademarks, trade names, logos or designations to any PointRed
Product. GAS further agrees not to use any PointRed trademark, trade
name, logo or designation in connection with any non-PointRed Product.
(b) Copyright and Trademark Notices. GAS will include on each PointRed
Product that it distributes, and on all containers and storage media
therefore, all trademark, copyright and other notices of proprietary
rights included by PointRed on such PointRed Product. GAS agrees not
to alter, erase, deface or overprint any such notice on anything
provided by PointRed. GAS also will include the appropriate trademark
notices when referring to any PointRed Product in advertising and
promotional materials.
(c) No Proprietary Rights. GAS has paid no consideration for the use of
PointRed's trademarks, trade names, logos, designation or copyrights,
and nothing contained in this Agreement will give GAS any right, title
or interest in any of them. GAS acknowledges that PointRed owns and
retains all trademarks, trade names, logos, designation, copyrights
and other proprietary rights in or associated with PointRed Products,
and agrees that it will not, at any time during or after this
Agreement, assert or claim any interest in or doing anything that may
adversely affect the validity of any trademark, trade name, logos,
designation, or copyright belonging to or licensed to PointRed
(including, without limitations any act or assistance to any act,
which may infringe or lead to the infringement of any of PointRed's
proprietary rights).
(d) No Continuing Rights. Upon expiration or termination of this
Agreement, GAS will immediately cease all display, advertising and use
of all PointRed trademarks, trade names, logos, and designation and
will not thereafter use, advertise or display any trademark, trade
name, logo or designation which is, or any part o which is, similar to
or confusing with any trademark, trade name, logo or designation
associated with any PointRed Product.
(e) Obligation to Protect. GAS agrees to use reasonable efforts to protect
PointRed's proprietary rights and to cooperate at PointRed's expense
in PointRed's efforts to protect its proprietary rights. GAS agrees to
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8. Trademarks, Trade Names, Logos, Designations and Copyrights - continued
promptly notify PointRed of any known or suspected breach of
PointRed's proprietary rights that comes to GAS's attention.
9. Confidentiality. Both parties acknowledge that, in the course of performing
their obligations hereunder, each party will receive information which is
confidential and proprietary to the other. Each party agrees not to use
such information except in performance of this Agreement and not to
disclose such information to third parties, without the prior written
consent of the other party.
10. Escrow Agreement: When GAS has approved the Authorized Products for sale to
its customers, PointRed shall deposit
(i) The printed circuit board design related to the 2.5 - 2.6GHz
(MMDS/ITFS) MicroRed products and interfaces, software source code,
documentation and other information, together with any related tool kits,
scripts, and other ancillary materials needed to manufacture and deliver
the Products to GAS as provided in this Agreement ("Manufacturer Escrow
Deposit") and
(ii) all material necessary for GAS to perform ( and to engage third party
contractors on GAS's behalf to perform) any maintenance, support, error
correction, bug-fix, upgrade that would be provided by or on behalf of
PointRed, or otherwise for the benefit of GAS, under this Agreement
("Support Escrow Deposit").
The escrow agent shall be ("____"). ______. PointRed shall enter into a
Manufacturer escrow agreement ("Escrow Agreement") for the MMDS products in
substantially in the form of ______ Preferred Escrow Agreements, (a) naming
GAS as direct beneficiary thereof; (b) providing a mechanism for changing
the approved manufacturer; and (c) providing that only in the event that
PointRed (i) becomes the subject of a voluntary or involuntary petition in
bankruptcy or any proceeding relating to insolvency, receivership,
liquidation, or composition for the benefit of creditors. (ii) ceases to do
business in the ordinary course. (iii) elects to discontinue products
critical to GAS's business, or (iv) effects an assignment of this Agreement
or its obligations hereunder (whether by transfer of control, operation of
law or otherwise) without the consent of GAS, the Manufacturer Escrow
Deposit shall be released to the approved manufacturer and the GAS Escrow
Deposit shall be released to GAS ("Release Condition"). If the manufacturer
initially selected by the Parties to manufacture the PointRed Products does
not enter into the Escrow Agreement or if all the manufacturers which are
parties to the Escrow Agreement become subject to a voluntary or
involuntary petition in bankruptcy or any proceeding relating to
insolvency, receivership, liquidation, or composition for the benefit of
creditors or cease to do business in the ordinary course at any time during
the term of this Agreement, then the Parties will select a new manufacturer
who will agree to enter into the Escrow Agreement and agree to adding such
manufacturer as a party to the Escrow Agreement.
11. Term: This Agreement shall have an initial term of 2 years from the
Effective Date and shall be renewed for an additional 2 year term unless a
party sends written notice of termination not less than 60 days prior to
the termination of the initial or any subsequent term. If any minimum order
requirement as set forth in Section 3(b) is not met, PointRed shall have
the right to terminate the exclusivity of territory and products listed in
Exhibit A, by giving 60-day written notice to GAS.
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12. General Terms.
(a) Entire Agreement. This Agreement contains the entire agreement between
the parties, and supersedes all prior negotiations, drafts, and other
understandings which the parties may have had concerning the subject
matter hereof.
(b) Relationship of Parties. The parties hereto intend to create a
relationship of manufacturer - distributor. Nothing in this Agreement
shall be construed to create any other relationship, including, but
not limited to, joint venturers, partners, or employer - employee.
(c) Successors. The provisions of this Agreement shall inure to the
benefit of, and shall be binding upon, the heirs, successors,
executors, administrators and assigns of the parties hereto.
(d) Amendments. This Agreement may not be amended or modified except by
written documents signed by all parties.
(e) Severability. Whenever possible, each provision of this Agreement
shall be interpreted so as to be effective and valid under applicable
law. If any provision of this Agreement is held to be prohibited by,
or invalid under, applicable law, the remainder of this Agreement and
any other application of such provision shall not be affected thereby.
(f) Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart shall be deemed to be an
original instrument. All such counterparts together shall constitute
one and the same Agreement.
(g) Notice. Any notice, demand, request, consent or other communication
which either party desires or is required to give to any other party
shall be in writing and shall be deemed to have been given when
either: (a) delivered in person or by facsimile transfer, or (b) sent
by overnight courier or first-class registered or certified mail,
postage pre-paid, return receipt requested, addressed to such party at
the address set forth following each party's signature to this
Agreement. Either party may designate another address for itself at
any time upon written notice to the other party.
(h) Fax Transmission. The facsimile transmission of a signed copy of this
Agreement or any amendment thereto to the other party or his agent,
followed by faxed acknowledgment of receipt, shall constitute delivery
of such document.
(i) Headings. The titles and headings of the various sections of this
Agreement have been inserted only for convenience of reference. They
are not part of this Agreement and may not be used to construe or
interpret any of the terms hereof.
(j) Expense of Enforcement. If any action, proceeding or litigation is
commenced to enforce any provision of this Agreement, then the
prevailing party shall be entitled to be reimbursed by the
unsuccessful party for all costs incurred in connection with such
action, proceeding or litigation, including a reasonable allowance for
attorneys' fees and costs, which amount shall be added to and become
part of the final decision in such matter.
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12. General Terms - continued
(k) Governing Law. This Agreement shall be governed by, and construed in
accordance with, the law of the State of California, without giving
effect to principles of conflict of laws.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective on
the date specified below.
POINTRED TECONOLOGIES
Signature: /s/ Susan Lee
- ------------------------
Printed Name: Susan Lee
Title: CEO
Date: 1-15-2004
Address for Notice:
PointRed Technologies
397 W. Trimble Road, Bldg 2, San Jose, CA 95135
GATEWAY ACCESS SOLUTIONS, INC.
Signature: /s/ Andrew C. Nester
- -------------------------------
Printed Name: Andrew C. Nester
Title: CEO
Date: 1/15/2004
Address for Notice:
930 Tahoe Bvld. 802-505
Incline Village, NV 89451
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Exhibit A
Territory and Products
Exclusive Territory:
All of the United States.
Authorized Products:
All MMDS/ITFS (2.5 - 2.6GHz) Products offered.
Non-Exclusive Territory:
The remainder of the world outside of the Exclusive Territory.
Products authorized for Non-Exclusive Territory: All PointRed Products
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Exhibit B
Price List MMDS/ITFS (2.5 - 2.6 GHz) Products
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Part # Description List
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M250 BTS/PTM Base Station, transceiver $4,250.00
M250 BTS/PTM
(4Mbit)
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M250 BTS/PTM Base Station, transceiver $6,375.00
M250 BTS/PTM
(8Mbit)
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4 Mbs
M250T - 2.5 (CPE) Transceiver 4 Mbs (requires Antenna) $420.00
M250M - 2.5 (CPE) Modem 4 Mbs (requires power supply)
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8Mbs
M250T - 2.5 (CPE) Transceiver 8 Mbs (requires Antenna) $598.00
M250M - 2.5 (CPE) Modem 8 Mbs (requires power supply)
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M250PTP Indoor 2.5GHz, 1 master and 1 slave transceiver $1,646.25
Point to Point (without antenna)
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M250PTP OutDoor 2.5GHz pttopt out door system $3,756.25
Point to Point
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M250SAR 2.5GHz Standalone router extended cellular $2,995.00
reach
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