EXHIBIT 10.31 Service Agreement - Towne, Inc.
July 5, 2001
Mr. Scott Kincer
President
Datascension
2010 Iowa Ave., Suite 100
Riverside, CA 92507
RE: Strategic Alliance
Dear Scott:
We are very interested in working with Datascension. Generally, we partner with
companies in four ways; 1) Our sales and account management staff purchase
services or product at a wholesale rate and Towne, Inc. marks-up those services
for re-sale, 2) Towne, Inc. refers business to its partner and receives a
finders fee or commission for the referral. This commission or fee will be
negotiated before any work is processed and normally ranges between 5%- 1 5% of
the gross invoice amount (less freight, postage, taxes and other hard costs),
3) Towne and partner jointly obtain business and work collectively in
delivering the service(s) and 4) Partner refers business to Towne, Inc. and is
paid a negotiated finders fee or commission.
ALLIANCE TERMS AND CONDITIONS
It is acknowledged for the purpose of this agreement that Towne, Inc. is a
direct response communications company that specializes in data warehousing,
data processing, data base management, inventory management, warehousing,
inquiry/fulfillment, literature distribution, mail processing/general bindery,
general packaging and kit assembly and cost benefit consultation and
Datascension provides its clients with data collection, storage, processing and
interpretation. it weaves these services into a wide-variety of in-bound and
outbound telemarketing programs. Both Towne and Datascension wish to engage in
a strategic alliance to add value to their core services. The alliance between
the two parties will be governed by the terms and conditions listed below.
1) All transactions involving a purchase of services or products require an
itemized purchase order or blanket purchase order with established contract
pricing.
2) Both Datascension and Towne will pay each other's invoice(s) within 30
days of receipt.
3) The party responsible for initiating the business relationship will
receive a finder's fee, commissions or provides an invoice for services.
a) Finders fee will be a one-time payment equaling 10% of a gross
invoice amount (less postage, storage, supplies, freight and sales tax) of one
job or project (which for the purpose of this agreement is defined as a series
of jobs produced over time).
b) Commission will range between 5%-15% of a gross invoice amount
(less postage, storage, supplies, freight and sales tax) for a pre-established
period never to exceed one-year. Commissions will be established and agreed
upon in writing prior to beginning work. All commissions and finders fees are
to be paid directly to Towne, inc. or Datascension no later than the 30th day
of the month (or last business day) after payment is received. It is expressly
understood that no Towne or Datascension employee or agent shall be paid
directly for said services by either company or by the customer.
4) Towne and Datascension agree that each will be exposed to sensitive
information and company trade secrets during the course of this alliance. Both
parties agree that this information is not to be used in a competitive manner
or disclosed to any other individual, party or organization. For the purpose of
this agreement sensitive information and trade secrets are defined as marketing
strategies, systems, plans, programs, technologies and techniques tapes, disks,
e-mail, bulletins, software programs, systems, processes, writings, drawings,
strategic plans, financial information, customer names, extensions, e-mail
addresses, strategic relationships, research, film, plates, negatives, and
compilations of technical information.
5) Both Towne and Datascension agree that they will occasionally partner
with the other in the creation of direct response marketing products and/or
processes. These products/processes will be owned equally by both companies. At
the time of development, each party will agree in writing the general use for
the product/processes, development costs and compensation before beginning any
work. Neither party has the right without the written consent of the other to
transfer, lease, rent, sell, gift or assign these products/processes to another
party.
6) Both parties agree that they may make an equal financial commitment to
establish a seamless working relationship regarding specific products and/or
services for individual customers or clients as may be mutually agreed upon by
the parties from time to time in the future.
7) Both Towne and Datascension recognize that they may share business
relationships with several of the same customers. Neither party is entitled to
compensation from these existing relationships nor are they bound or limited to
processing services competitive or non-competitive using the expertise of the
other party.
8) Towne and Datascension recognize that without malice or use of each
other's trade secrets or sensitive information the parties during the pursuit
of new business may solicit business from a company presently working with
Towne or Datascension. If such a situation occurs Michael Mercier, Towne, Inc.
(714) 540-3095
or Scott Kincer, Datascension (909) 826-8180 will be contacted immediately.
Both parties agree not to infringe upon any and all active business
relationships of the other party. Prospects are not considered "active business
relationships" and therefore are not subject to the same limitations or
protections.
9) In the event of a dispute between Towne and Datascension over the
origination of a business relationship, primary control will be given to the
company whose core business makes up the majority of the relationship. The non-
prevailing party will be compensated for its services by receiving a 10%
commission for all jobs processed and billed for a 6-month period. At the end
of 6 months, neither party will have any obligation to the other.
10) Both Towne and Datascension have the right to work with other providers
of direct response marketing services.
11) Both parties will not alter or mislead any customer about the others
capabilities, specific trade terms and conditions and job processing schedules.
12) All notices required or permitted shall be in writing and shall be
deemed served when delivered in person, by certified mail or verified delivery
addressed as follows:
To Towne: Michael Mercier
Towne, Inc.
3441 W. MacArthur Blvd.
Santa Ana, CA 92704
To Datascension Scott Kincer
Datascension
2010 Iowa Ave., Suite 100
Riverside, CA 92507
13) Both parties agree that all new customers will be subject to the primary
billing company's credit and collection policies. Neither party will provide
preferential treatment to any new customer nor have the ability to guarantee
payment for services rendered.
14) Both parties acknowledge the others right to refuse to partner with the
other.
15) It is expressly understood that Towne and Datascension have in place
aggressive sales and marketing efforts. Neither party may represent in public
or in private the existence of this strategic alliance without the mutual
written consent of Michael Mercier, Towne, Inc. or Scott Kincer, Datascension.
16) Any dispute that can not be resolved by the parties within 60 days shall
be submitted to binding Arbitration. The American Arbitration Association shall
administer arbitration. The rules of Arbitration shall be Commercial
Arbitration Rules of the American Arbitration Association. Both parties agree
to bare the cost of any legal representation, discovery, or research required
to complete arbitration and split all fees billed by the American Arbitration
Association equally.
17) This Agreement shall be subject to and construed under the laws of the
State of California.
18) This Agreement shall not terminate solely by reason of its provisions
being declared invalid or unenforceable, the remaining provisions hereof shall
be unimpaired and replaced by a provision that is valid and enforceable and
that comes closest to the intention of the invalid or unenforceable provision.
19) Any changes or additions to this Agreement must be made in writing and
signed by an officer of Towne, Inc. and Datascension.
20) The term of this Agreement shall be in force for one (1) year from the
latest date that this Agreement is signed below. Either party may terminate
this agreement without cause, on thirty-day (30) notice to the other party. In
the event of termination, relationships with third parties that have been
established and are in place as a result of the relationship between Towne,
Inc. and Datascension as created by this agreement shall survive any such
termination. The aforementioned term of this Agreement may be extended by the
mutual written agreement of the parties.
The signatures below constitute an acceptance of the aforementioned terms and
conditions.
DATASCENSION, INC. TOWNE ALLPOINTS COMMUNICATIONS.
By: _______________________ By: _______________________
Signature Signature
Name: _______________________ Name: _______________________
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Title:_______________________ Title:_______________________
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Date: _______________________ Date: _______________________