Exhibit 10.1
STATE OF TEXAS Sec.
Sec.
COUNTY OF TRAVIS Sec.
MARKETING AGREEMENT
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This Marketing Agreement ("Agreement") is made and entered into on the Effective
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Date shown below by and between ALLMARINE CONSULANTS CORPORATION ("Allmarine"),
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a Nevada corporation, and PHILTEX, a Belize Corporation ("Philtex").
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RECITALS
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A. Philtex is based in Dubai, United Arab Emirates. Philtex is in the
business of registering ships and companies in several jurisdictions throughout
the world, and providing consultation, insurance, legal, and other services in
connection therewith. Philtex desires to acquire more business from customers
in North and South America ("Americas") and desires that Allmarine market the
products and services of Philtex throughout the Americas.
B. Allmarine is based in Austin, Texas. Allmarine desires to promote,
market, and sell Philtex's business products and services in the Americas in
exchange for a fee.
C. Based on the foregoing recitals, and for the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Allmarine and Philtex hereby agree as follows.
AGREEMENT
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1. APPOINTMENT. Philtex hereby grants to Allmarine, and Allmarine hereby
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accepts from Philtex, the right to promote, market, and sell Philtex's
products and services (collectively referred to as "Product") which are
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listed on "EXHIBIT A" attached hereto and incorporated herein, in the
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Americas.
2. EXCLUSIVITY. Allmarine shall have the exclusive right to promote,
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market, and sell the Product in the Americas; provided, however, that
Philtex may (I) directly promote, market, and sell the Product in the
Americas; and (II) contract with other parties to promote, market, and sell
the Product outside of the Americas.
3. INDEPENDENT CONTRACTOR. The relationship between Philtex and Allmarine
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shall be that of an independent contractor. No act or omission by either
party shall be construed to make or constitute the other its employee,
partner, principal, agent, joint venture or associate. The parties agree
that no fiduciary relationship exists, and none shall arise, between
Philtex and Allmarine. Except as expressly stated herein, neither party
shall have the power to act as agent of the other or bind the other in any
respect.
4. CONFLICTS OF INTEREST. Notwithstanding the existence of this
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Agreement, Allmarine may engage in whatever activities it may choose,
whether the same be competitive with Philtex or otherwise, without having
or incurring any obligation to offer any interest in, or disclosure of,
such activities to Philtex.
5. PAYMENT. Philtex shall pay Allmarine a fee of ninety percent (90%) of
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the gross revenue from all sales of the Product which are directly or
substantially attributable to Allmarine's efforts to market, promote, or
sell the Product, regardless of whether the sale is consummated during the
term of this Agreement. Philtex shall pay Allmarine the gross revenue from
sales on a monthly basis. Unless otherwise agreed in writing, Allmarine
shall be solely responsible for its costs and out-of-pocket expenses.
6. WARRANTIES. Philtex represents and warrants the following to
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Allmarine: (I) as of the Effective Date of this Agreement, Philtex does not
promote, market, or sell the Product in the AMERICAS through any marketing,
license, broker, or franchise agreement, or any other similar arrangement;
(II) Philtex shall promptly notify Allmarine, in writing, of any
discontinuance, unavailability, substantial price change, malfunction, or
deficiency of any Product; (III) Philtex shall use best efforts to deliver
all Product sold by Allmarine.
7. LICENSE. Philtex hereby grants to Allmarine a non-exclusive revocable
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license to (I) utilize Philtex's trade name and any trademarks and service
marks associated with Philtex or the Product; (II) identify the origin of
the Product in advertising and promotional materials; (III) reasonably use
Philtex's name in advertising and promotional materials; (IV) provide links
to Philtex's internet site(s); and (V) disclose and advertise the existence
of a business relationship between the parties. With respect to Product
produced or provided by a third party, Philtex shall either (A) ensure that
Allmarine has the right to use the third party's trademarks and service
marks associated with the Product in Allmarine's advertising and
promotional materials, or (B) notify Allmarine of the nonexistence of such
rights. Allmarine shall promptly provide a copy of any written advertising
materials to Philtex upon its request.
8. TERM. Unless sooner terminated by law, or as provided by this
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Agreement, the term of the Agreement shall commence on the Effective Date
as set forth above and shall continue for three (3) years ("Initial Term").
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At the end of the Initial Term or any Renewal Term, this Agreement shall
automatically renew. Any period of renewal ("Renewal Term") shall continue
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for one (1) year from its effective date. Notwithstanding the foregoing,
either party may terminate this Agreement, with or without cause, for any
or no reason, upon delivery of written notice thereof to the other. Upon
such termination of this Agreement, each party shall pay to the other all
compensation and monies due or which may become due hereunder. Such
payments shall be due within thirty (30) days after the effective date of
the termination, and periodically thereafter as additional sales of the
Product occur which are attributable to Allmarine's promotion, marketing,
or sales efforts prior to termination of this Agreement.
9. LIMITATION OF LIABILITY. Each party agrees to limit its liability by
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waiving its rights to consequential, incidental, indirect or special
damages arising out of or related to this Agreement or the transactions
contemplated herein, even if such party has been apprised of the likelihood
of such damages occurring.
10. DISPUTE RESOLUTION. Any controversy or claim arising out of or
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relating to this contract, or the breach thereof, shall be settled by
arbitration in Travis County, Texas, administered by the American
Arbitration Association under its Commercial Arbitration Rules, and
judgment on the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof. Provided, however, that if agreed to by
both parties, mediation shall be used prior to arbitration.
11. ENTIRE AGREEMENT / MODIFICATION. This Agreement constitutes the entire
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agreement of the parties; it is intended as a complete and exclusive
statement of the terms of their agreement with respect to the subject
matter hereof; and it supersedes all prior and concurrent promises,
representations, negotiations, discussions and agreements that may have
been made in connection with the subject matter hereof. No modification or
amendment of this Agreement shall be binding upon the parties unless the
same is in writing and signed by the respective parties hereto.
12. VALIDITY. In the event any provision of this Agreement shall be found
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legally invalid or unenforceable, the remaining provisions and obligations
of this Agreement shall remain in full force and effect. To the extent any
provision of this Agreement is found by any governmental authority to be
contrary to any applicable laws or regulations, the parties shall do all
things necessary to comply with the requirements of the governmental
authority, including, but not limited to, executing and delivering such
amendments, deletions or additions to this Agreement, and any such
amendments, deletions and additions shall be fully enforceable.
13. ASSIGNMENT PROHIBITED. No party to this Agreement may assign or
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otherwise transfer any portion or all of its rights, obligations or
interests under this Agreement without the express prior written permission
of the other party.
14. GOVERNING LAW. This Agreement shall be construed and enforced in
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accordance with the laws of the State of Texas, and venue of any dispute
arising under this Agreement, including an arbitrable dispute, shall be
proper only in Travis County, Texas.
15. CAPTIONS AND HEADINGS. The captions and headings throughout this
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Agreement are for convenience and reference only, and the words contained
therein shall in no way be held or deemed to define, limit, describe,
explain, amplify or add to the interpretation, construction or meaning of
any provision of, or the scope or intent of, this Agreement nor affect this
Agreement in any other way.
This Agreement has been executed by the parties on the dates shown below,
to be effective on the date of the last party's signature hereto (the "Effective
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Date").
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ALLMARINE CONSULANTS CORPORATION
a Nevada corporation
By: /s/ Michael Chavez
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Name: Michael Chavez
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Title: CEO
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Date: 8/15/05
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PHILTEX
a Belize corporation
By: /s/ Chris Warren
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Name: Chris Warren
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Title: President
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Date: 8/15/2005
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