IPAL INTERACTIVE LEARNING INC
Sales Partner： dingjun
December, 14 2009
THIS SALES AGREEMENT dated the 15 day of December 2009, is made
IPAL INTERACTIVE LEARNING INC, a corporation incorporated under the laws of Canada
, with its head office located at 1 Antares Drive, Suite 550, Ottawa ON, Canada K2E 8C4,
(herein referred to as the “IPAL”)
NAME, a corporation incorporated under the laws of Canada, with its head office located at <TB
(hereinafter called the "SALES PARTNERS")
1IPAL is in the business of producing and distributing interactive training modules utilizing its pr
. oprietary learning system including electronic “avatars” for Sales electronically to its customers.
2IPAL has developed an overall look, e-
. course conversion process, programs and promotional literature for the marketing and sale of its
Products in association with IPAL’s Trade Marks;
3SALES PARTNER have the expertise and resources to sell the IPALs Products for which IPAL
. defines within this agreement;
4SALES PARTNER is desirous of obtaining from IPAL the non-
. exclusive right to sell IPAL’S Products in the Territory on the terms and subject to conditions h
ereinafter contained or as incorporated into this Agreement from time to time;
5IPAL is desirous of appointing the SALES PARTNER as its non-
. exclusive Sales Agent of IPAL’s Products in the Territory on the terms and subject to the condit
ions contained in this agreement or as incorporated into this agreement from time to time.
THE PARTIES agree as follows:
Section 1.01 Definitions
In this Agreement, and all Schedules attached hereto unless the context otherwise requires the fol
lowing terms shall have the following meanings:
( “Agreement”, “hereto”, “herein”, “hereunder” and similar expressions refer to this Sales A
i greement, including all Schedules to this Agreement as the same may from time to time be
) amended by an agreement in writing and signed by the parties or as otherwise provided for
herein and no acceptance of an invoice or purchase order shall act as the required writing to
amend this Agreement;
( "Business Day" means any day other than a Saturday, Sunday or statutory holiday;
( “Confidential Information” the Learning System, COURSES, all financial and other inform
i ation including all technical information, data, designs, specifications, formulae, know how
i , business opportunities, process and equipment, customer lists, sales forecasts, sales and m
i arketing strategies of IPAL or its customers or suppliers including all notes, memoranda, pa
) pers, drawings, reports and documents and all other information (in oral, written, electronic
or other form) of IPAL or its customers or suppliers that should reasonably be understood,
because of legends or other markings, the circumstances of disclosure or the nature of the i
nformation, to be proprietary and confidential to IPAL or anyone to whom IPAL owes a du
ty of confidentiality but for greater certainty does not include information which is availabl
e to the public or in the public domain
i Confidential Information does not include information which:
•is wholly and independently developed by the Receiving Party without the use o
f information from the Disclosing Party;
•is or has become generally available to the public without breach of this Agreem
ent by the Receiving Party;
•at the time of disclosure to the Receiving Party, it was known to the Receiving P
arty to be free of restriction and evidenced by documentation in the Receiving Pa
rty’s possession; and
•is approved for release by written authorization of the Disclosing Party, but only
to the extent of and subject to such conditions as may be imposed in such written
i “Course Content Deliverables” means the audio-
visual works of the Content Provider in respect of a Course as from time to time upda
ted, revised and improved;
i “Course Contribution” means the cash amount, if any, paid by the Content Provider t
i o IPAL as a contribution towards the adaptation and integration of Course Content De
liverables into the Learning System;
i “Product”, “Products” refer to the final output created by IPAL, where the Content is
i exclusively owned by IPAL or belongs to a Content Provider.
i “Dollars” and “$” means lawful currency of Canada;
v“Electronic Form” shall include digital, laser, magnetic, or any other electronic storag
e means, and includes disc, computer discs, DVDs, hard discs, portable storage device
s, memory cards and sticks, flash memory, and any other medium now known or here
after developed for the storage or electronic transmission of data;
v“Learning System” means IPAL’s proprietary learning system and courses including t
i he use of interactive avatars to guide the student through a Course in an interactive en
v“Net Sales” means the gross net of returns and taxes;
v“Person” means any individual, corporation, partnership, trustee or trust or unincorpor
i ated association;
i “Customer” means an end user that pays for IPAL Products and who is not a SALES
x“Party” means a party to this Agreement; and
x“Taxes” mean all government sales, wage, value-
i added taxes including but not limited to, retail sales tax, value-
added tax, goods and services tax, or amounts levied in lieu thereof, other than taxes i
n the nature of a tax on income.
x“Territory” means the areas that the Sales Partners will be authorized to sell within, w
i hich will be further defined within this agreement.
x“Content Partner” means any partner that has provided IPAL with content to be conve
i rted and used through IPAL’S e-course model.
x“Trade Marks” means all current and future Trade Marks, Trade Names and Logos of
i IPAL, and those of IPAL’S Content Partners.
Section 1.02 Entire Agreement
This Agreement constitutes the entire agreement between the parties pertaining to its subject mat
ter and supersedes all prior and contemporaneous agreements, understandings, negotiations and d
iscussions, whether oral or written, of the parties with the exception of any previously executed c
onfidentiality agreements between the parties, which shall remain in effect in accordance with th
e terms of such agreements, and there are no warranties, representations or other agreements bet
ween the parties in connection with its subject matter except as specifically set forth in this Agre
ement. No supplement, modification, amendment or waiver of this Agreement shall be binding u
nless executed in writing by all of the parties.
Section 1.03 ;Extended Meanings
In this Agreement, words importing the singular number include the plural and vice versa and wo
rds importing gender include all genders.
Section 1.04 Headings
The division of this Agreement into Articles, Sections and Subsections and the insertion of headi
ngs are for convenience of reference only and shall not affect its construction or interpretation.
Section 1.05 References
References to a specified Section or Schedule shall be construed as references to that specified S
ection of or Schedule to this Agreement unless the context otherwise requires.
Section 1.06 Capitalized Terms
Capitalized words in this Agreement, unless otherwise defined, shall have the meaning assigned t
o them by this Agreement.
Section 1.07 Laws of Ontario
This Agreement shall be governed by and construed in accordance with the laws in force in the P
rovince of Ontario and shall be treated in all respects as an Ontario contract. The parties submit t
o the jurisdiction of the Courts of Ontario with respect to any dispute, claim or other matter, whet
her arising out of or by virtue of this Agreement, or otherwise and the Courts of Ontario shall ha
ve non-exclusive jurisdiction with respect to any such dispute, claim or other matter.
Section 1.08 Business Day
In the event that any action to be taken under this Agreement falls on a day which is not a Busine
ss Day, then such action shall be taken on the next succeeding Business Day.
Section 1.09 Payment
Any amount to be paid by one party to another pursuant to this Agreement shall be paid by T/T (
Transfer) payable to the party to whom such amount is due. Unless otherwise specified, the wor
d dollar and the $ sign refer USD currency, unless otherwise indicated.
Section 1.10 Relationship
Neither this Sales Agreement nor the relations between the parties hereto shall constitute or be de
emed to be that of a partnership, joint venture, employment or principal and agent relationship, it
being expressly understood and agreed that SALES PARTNER is and shall be an independent C
orporation for IPAL. SALES PARTNER shall have no obligation to work any particular schedul
e other than as set out in this Agreement and IPAL has no right to control or direct the details, m
anner or means by which the SALES PARTNER operates its business other than as expressly pr
ovided for herein and the SALES PARTNER shall pay and be solely responsible for its operating
expenses. The SALES PARTNER shall have no authority and shall make no representations or
warranties for statements on behalf of IPAL, and neither party hereto shall bind or be liable for th
e debts or obligations of the other. Customer payments to IPAL
SALE AND MARKETING OF IPAL’S PRODUCTS
Section 2.01 Sale of Products
IPAL hereby appoints the SALES PARTNER, and the SALES PARTNER hereby accepts the ap
pointment from IPAL as IPAL's non-
exclusive, subject to Section 3.03, authorized sales agent for the Products in the Territory under
Section 2.02 Restriction on the Sale of IPAL’s Products. This appointment does not grant the S
ALES PARTNER a license or sublicense to manufacture or arrange for the manufacture of IPAL
’s Products of Substantially Similar Products provided through this agreement to the SALES PA
RTNER by IPAL.
Section 2.02 Restriction on the Sale of IPAL Products
The Restrictions on the Sale of IPAL Products following conditions based on the several key fact
ors that are designed to protect the interests of IPAL and the SALE PARTNER and to ensure that
IPAL does not create potential competition through the sale of IPAL’s Products when multiple S
ALES PARTNERS are involved. These Restrictions are required by all SALES PARTNERS and
are as follows:
( The SALES PARTNER is authorized to sell IPAL’s Products to any and all accounts witho
i ut IPAL’s involvement ONLY when the content of the course materials being sold are alre
) ady the IP of the SALES PARTNER. (i.e.: the Content Provider would also like to become
the SALES PARTNER)
( The SALES PARTNER is only authorized to sell IPAL`s Products that contain content that
i is not owned by the SALES PARTNER only when IPAL is involved in the sales process a
i nd involved directly with the Customer. No other company is permitted to sell other IPAL
) content without IPAL’s involvement. This restriction is to protect the interest of the Conten
t Provider and ensure competitors are not taking advantage of their IP to increase their own
( The SALE PARTNER is ONLY authorized to sell IPAL`s Course Conversion Services if I
i PAL is involved in the sale process directly with the Customer. This restriction is to protect
i the interest of IPAL so not to create competitors leveraging IPAL’s technologies and IP.
( All Customers engaged through the sales processes defined under sections 2.02 (i), (ii) and
i (iii) must be engaged by IPAL as part of this agreement.
( All Sales Materials to be used must adhere to IPAL’s Branding standards. At no time is a
vSALES PARTNER of IPAL’s Products to create or modify IPAL’s Sales Materials.
( All sales and payments of IPAL products and services will be processed through IPAL.
ection 2.04 Sales and Marketing Materials
IPAL will provide the SALES PARTNER with approved sales support materials that are to be us
ed by the SALES PARTNER for the sale of IPAL’s Products. If at any time the SALES PARTN
ER requires additional sales support materials to be developed, IPAL’s design team will work to
develop the additional materials so long as it does not breech IPAL or IPAL’s branding requirem
ents as defined under Section 2.05 of this agreement.
Section 2.05 Branding Requirements
IPAL’s requirements must be adhered to with respect to IPAL’s Common Look and Feel. All IP
AL’s materials including, but not limited to, such items as sell sheets, catalogues, web/on-
line, emails, letters, brochures, stationery (Business Cards, Kit folders, letterheads…etc) that con
tain or reference IPAL/IPAL’s Partners are required to be approved in writing by IPAL prior to t
he development and release into the market. If any materials or information is developed outside
these parameters, it will be in direct breech of this agreement and subject to termination without
Section 3.01 Purchase Orders
All purchase orders placed by a Customer through the SALES PARTNER shall be pursuant to a
written purchase order or a facsimile thereof sent by email or fax transmission delivered to and re
ceived by IPAL directly. Such purchase orders shall state the requirements of the order, purchas
e price, description of the Products to be purchased, and the required commencing date.
Once an order has been confirmed with IPAL SALES PARTNERS, a sales confirmation order w
ill be provided back to the Customer and the SALES PARTNER with the details confirming the
PURCHASE PRICE AND CREDIT TERMS
Section 4.01 Purchase Price
As with most standard Sales agreements, IPAL will provide the SALES PARTNER with a stand
ard pricing matrix that is subject to change within 30 days notice and subject to the discretion of
IPAL. . IPAL prices must be adhered to.
Section 4.02 Other Costs
Unless agreed to in writing prior to acceptance of the order by IPAL, the purchase price of any P
roduct shall not include taxes, customization and installation or other items that are not part of th
e current product price matrix or defined thereafter by the Customer.
Section 4.03 Payment Terms
IPAL’s payment terms for customized courses –
30% deposit, remaining T/T (Direct Deposit) payment upon receipt of completed course packag
e. All other IPAL Products are COD. The terms are outlined in greater detail on the Confirmation
order that is provided back to the Customer and the SALES PARTNER confirming the details of
the order. The payments terms are subject to the discretion of IPAL.
Section 5.01 Term and Renewal
The term of this Agreement shall commence as of the date of execution of this Agreement and sh
all continue in full force and effect for a period of two (2) years. This Agreement shall be autom
atically renewed for successive periods of two (2) years. Notwithstanding the foregoing this Agr
eement may be terminated pursuant to the provisions of Article 11.
Section 6.01 SALES PARTNER`S commission structure
The following compensation model for the SALES PARTNER is defined as the Standard Comm
( The Standard Commission model represents a 10% commission of net sales that will be
ipaid for customer sales within the first year ONLY for all sales for a particular customer
)as defined under Section 2.02, (i), (ii) and (iii) and based on the Pricing Structure as defi
ned under Section 6.02. The commission model will include revenues generated from th
e Base Course Fee, the Integration Fee, the User Fee –
Based per course and the Annual Learning Fee.
Section 6.02 IPAL’s Course Conversion Pricing Structure
The following pricing matrix is the IPAL base structure that the SALES PARTNERS will refer t
o when calculating the sale of IPAL’s Course Conversion services for corporate customers.
1 Base Course Fee - Conversion
45 Minute Course $25,000
90 Minute Course $43,750
120 Minute Course $65,625
2 Integration Integration/Day
3 User Fee - Based per Course # of Users Fee/User
4 Annual Learning Fees (on #1) % Per Annual % Fee
RESPONSIBILITIES OF SALES PARTNER
Section 7.01 Obligations of the SALES PARTNER
The SALES PARTNER shall at its own expense (unless otherwise stated):
( introduce to prospective customers, with the support of IPAL, all the services provided by
( obtain pre-
b approval in writing (emails are acceptable) from IPAL before marketing to any new custo
( Provide feedback to IPAL on Customer requirements for IPAL’s Products and any modifi
c cations and improvements thereto;
( provide commercially reasonable coverage of existing and potential accounts on a regular
d basis that is consistent with good business practice;
( fulfill its responsibilities under this Agreement, including training of the SALES PARTNE
e R' personnel on IPAL’s products;
(f work with IPAL to increase new market opportunities;
( commission will be paid 15 days after payment received from customer.
NON-SOLICITATION AND NON-COMPETITION
Section 9.01 Non-Solicitation and Non-Competition.
During the term of this Agreement and for a period of two (2) years following the termination of
this Agreement, the SALES PARTNER will not, without the prior written consent from IPAL an
d, either individually or in partnership or jointly or in conjunction with any person or persons (ex
cept for IPAL or its affiliates), as principal, agent, consultant, lender, contractor, employer, empl
oyee, investor or shareholder, or in any other manner, directly or indirectly:
( advise, manage, carry on, establish, acquire control of be engaged in, invest in or lend mon
aey to, guarantee the debts or obligations of, or permit its name or any part thereof to be use
) d or employed by any person or persons that operates, is engaged in or has an interest in, a
business that is similar (Interactive Applied e-learning) to IPAL, anywhere;
( attempt to solicit, call upon, approach or undertake any activity with respect to any supplier
bs, customers, licensors, potential customers or employees of or to IPAL for the purpose of e
) stablishing a business relationship or employment relationship with any such person that w
ould in any way be deemed to be competitive with IPAL business; or
( knowingly take any act as a result of which the relations between IPAL and the Content Su
cppliers or Customers of or to IPAL may be impaired or which may otherwise be detrimenta
) l to IPAL.
Each of clauses (a), (b) and (c) hereof shall reflect separate covenants and shall be severable one
from the other.
Section 10.01 Confidential Information
Each party agrees that the Confidential Information which either party discloses to the other shall
at all times (both during the term of this Agreement and subsequent to the termination thereof) a
nd for all purposes be held by the Receiving Party in confidence and the Receiving Party agrees t
hat it shall not (both during the term of this Agreement and subsequent to the termination thereby
) disclose, divulge, communicate orally, in writing or otherwise to any person or persons any Co
nfidential Information. Notwithstanding the above, the SALES PARTNER shall be entitled to di
sclose such Confidential Information to its duly appointed Sub-
Sales Partners, regulatory advisors, (provided that each sub-
sales partner executes a Confidentiality Agreement having similar obligations to those contained
herein), legal advisors, and those applicable regulatory authorities having jurisdiction over IPAL’
The parties acknowledge each other’s ownership of their respective Confidential Information and
further acknowledge that each party is entitled to protect their Confidential Information as provi
ded for in this Agreement and any such disclosure by the Receiving Party will be subject to the R
eceiving Party complying with all the terms, covenants and conditions of this Agreement.
The SALES PARTNER and IPAL agree as follows:
(to treat all Confidential Information disclosed by the Disclosing Party as confidential and n
aot to disclose, or permit any of its employees, agents or servants to disclose any Confidentia
)l Information to any persons;
(to hold such Confidential Information in trust for the Disclosing Party and not to use, or per
bmit any of its employees, servants or agents to use any of the Confidential Information exce
)pt as is required to provide the services as contemplated by this Agreement;
(to limit the disclosure of the Confidential Information to employees, servants or agents of t
che Receiving Party who have a direct need-to-
)know in order to provide the services as contemplated by this Agreement, and to take all su
ch steps as are necessary to ensure that such employees, servants or agents abide by the ter
ms of this Agreement;
(to indemnify the Disclosing Party from and against all actions, causes of action, liabilities, l
dosses, damages, costs or expenses, arising by reason of the Receiving Party’s breach of this
(to, upon request made at any time by the Disclosing Party, return forthwith to the Disclosin
eg Party, or as directed by the Disclosing Party, all Confidential Information, and destroy for
)thwith any and all copies of the Confidential Information and any reports or data based ther
eon whether made by the Disclosing Party or any other party and certify to the Disclosing P
arty that this provision has been complied with.
he Receiving Party acknowledges that a breach of any of the foregoing provisions will give rise t
o irreparable harm and injury non-
compensable in damages. Accordingly, the Disclosing Party, or any other party may seek and ob
tain injunctive relief against the Receiving Party to restrain the breach or threatened breach of the
foregoing provisions, in addition to any other legal remedies which may be available, and the Re
ceiving Party hereby further agree not to contest any such injunction and releases any parties req
uesting such injunction from the requirement to post a bond or other security in connection with
same to the extent permitted by law. To the extent permitted by law the Receiving Party hereby
stipulates and agrees to the entry of an injunction. The Receiving Party further acknowledge and
agree that the covenants contained herein are necessary for the protection of Disclosing Party and
are reasonable in scope and content.
Section 10.02 Confidential Information on Termination
Immediately following the termination of this Agreement, each party shall transfer and deliver to
the other, all documents, note books, charts, files and records containing or referencing Confide
ntial Information, including copies, summaries and notes in its possession or control, except to th
e extent same be required to be maintained in order to comply with any applicable laws or regula
tions governing the Products or the receiving party.
Section 11.01 Termination
Notwithstanding any other provisions contained herein this Agreement may be terminated as foll
1 any time upon mutual consent of the parties, evidenced by a written agreement signed by a
)n authorized officer or representative of the SALES PARTNER and IPAL;
2upon written notice to the other party without advance notice if the other party;
amaterially breaches the terms of this Agreement, and the defaulting party has failed to c
)ure the breach within sixty (60) days of written notice of the breach from the non-
defaulting party or in the event the default cannot be cured within the sixty (60) day peri
od the defaulting party fails, within the said sixty (60) day period, to commence to dilig
ently and thereafter continue to diligently cure any such breach;
bbecomes insolvent or is adjudged a bankrupt; makes an assignment for the benefit of cre
)ditors; has a receiver appointed; makes a Sale in Bulk; files a petition of bankruptcy; init
iates reorganization proceedings; causes or permits to occur any similar event under the
laws of its domicile; or ceases to conduct its operations in normal course of business; or
3 IPAL or the SALES PARTNER, without cause, with sixty (60) days written notice to eith
Section 12.01 Notices
Any notice, demand or other communication required or permitted to be given to any party to thi
s Agreement shall be in writing and shall be either:
(i) personally delivered to such party (or a named senior officer(s) of any corporate
(ii) sent by registered mail, postage prepaid; or
(iii sent by fax, telecopier or similar method of communication, charges prepaid.
Any notice given pursuant to subparagraphs (ii) and (iii) above shall be sent to the intended recip
ient at its address as follows:
SALES PARTNER –
Brad Loiselle, President
IPAL INTERACTIVE LEARNING INC.
Any party may from time to time change its address by written notice to the other party given in
accordance with the provisions of this Section.
All such notices shall be deemed to have been received when delivered or transmitted, or, if mail
ed, three (3) business days following the date of mailing. If any notice is mailed and if regular m
ail service is interrupted by strikes or other irregularities, such notice shall be deemed to have be
en received three (3) business days following the resumption of normal mail service, provided th
at during the period that regular mail service shall be interrupted all notices shall be given by per
sonal delivery or by facsimile transmission.
Section 12.02 No Assignment
Neither this Agreement nor any of the rights or obligations of either party may be assigned witho
ut the prior written consent of the other party. Such consent is not to be unreasonablywithheld.
Section 12.03 Successors and Assigns
This Agreement shall ensure to the benefit of and be binding upon each party and its heirs, execu
tors, administrators and permitted successors and assigns.
Section 12.04 Time
Time shall be of the essence of this Agreement and every part hereof and no extension or variatio
n of this Agreement shall operate as a waiver of this provision.
Section 12.05 Force Majeure
Neither IPAL nor the SALES PARTNER shall be liable in any way for failure in performance, d
elay, loss or damage due to war, strike, fire, explosion, power black out, earthquake, flood, civil
disturbance, government requirements, acts of God, transportation facilities, acts or omissions of
carriers, accidents or other cause(s), beyond its reasonable control, whether or not similar to the f
oregoing. Upon the occurrence of such event, the party so affected shall be excused from such p
erformance to the extent of such prevention, restriction, or interference, provided that the party s
o affected shall take all reasonable steps to avoid or remove such cause(s) of non-
performance and shall continue performance hereunder with dispatch whenever such causes(s) a
Section 12.06 Severability
If any provision of this Agreement is determined to be invalid or unenforceable in whole or in pa
rt, such invalidity or unenforceability shall attach only to such provision or part of such provision
and the remaining part of such provision and all other provisions of this Agreement shall continu
e in full force and effect.
Section 12.07 Counterparts
This Agreement may be executed in several counterparts, each of which so executed shall be dee
med to be an original and such counterparts together shall be one and the same instrument.
Section 12.08 Fax Execution
The parties hereto agree that this Agreement may be transmitted by fax or such similar device an
d that the reproduction of signatures by fax or such similar device will be treated as binding as if
original and each party undertakes to provide to each and every other party hereto with a copy of
the Agreement bearing original signatures forthwith upon demand.
Section 12.09 Limitation of Liability
Neither party will be liable to the other party for any special, consequential, incidental, indirect,
or punitive damages, arising out of or related to this Agreement, however caused, under any theo
ry of liability even if the party has been advised of the possibility of such damages. IPAL will no
t be liable to the SALES PARTNER for any damages whatsoever in the event IPAL terminates t
his Agreement without cause in accordance with the terms and conditions of this Agreement.
Section 12.10 Survival
Unless expressly stated otherwise herein, the obligations and rights of the parties under Article 1
0 will survive the termination of this Agreement.
Section 12.10 Waiver
A failure of either party to exercise any right or remedy hereunder, in whole or in part, or on one
or more occasions, will not be deemed either a waiver of such right or remedy to the extent not e
xercised, or of any other right or remedy, on such occasion or a waiver of any right or remedy on
any succeeding occasion. No waiver of any default,
condition, provisions or breach of this Agreement will be deemed to constitute a waiver of any ot
her default, condition, provision or breach of this Agreement. A waiver of any default, condition,
provision or breach of this Agreement will be in writing duly signed by an authorized representa
tive of the party waiving such default, condition provision or breach.
IN WITNESS OF WHICH the parties have signed and delivered this Agreement.
IPAL INTERACTIVE LEARNING INC.
Name: Brad Loiselle
SALES PARTNER –
Title: Sales Partner