This REPRESENTATIVE AGREEMENT (this “Agreement”) is made between
BizDevDNA.com, a California corporation with its principal office and place of
business at 123 PCH, Redondo Beach, California 90277 (“BD2”), and
SalesPeer, a California business with its principal office and place of business at 123
Main Street, Newport Beach, California 90000 (“Representative”), effective as of March 17,
2010 (the “Effective Date”).
BD2 and representative may be referred to in this Agreement collectively as a “Party”
or the “Parties.”
A. BD2 provides time, expense and project tracking as an Application Service Provider
B. Representative is engaged in providing consulting services to companies based in
United States and Canada (the “Territory”) in the business of general public sale and
resale services in various media (the “Clients”), and exclusive rights to all leads in
the Representative’s territory.
NOW THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, and for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, BD2 hereby grants to Representative, and Representative hereby
accepts from BD2 the limited, non-exclusive and non-transferable right to market, provide
consultation regarding, promote and assist with sales of the Technology to Clients solely
within the Territory in accordance with the terms listed below:
1. MAJOR RESPONSIBILITIES OF REPRESENTATIVE
A. Generate and stimulate interests in the Technology and furnish
information to BD2 in regard to market trends and prospective Clients of the Technology.
B. Participate in the sales promotion activities to benefit sales of the
Technology to the Clients and assist and advise BD2 in this regard.
C. Representative shall use its best efforts to promote the Technology and
shall refrain from offering any directly competing services or engaging in any manner in any
competing business during the term of this Agreement.
D. Representative shall comply with any and all applicable laws, statutes
and regulations (including any and all laws, statutes and regulations applicable to the
Territory) relating to the promotion of the Technology and the performance by Representative
of its duties hereunder, including, without limitation, any laws and regulations necessary to
protect fully BD2’s intellectual property rights.
E. Representative shall not make any false or misleading representations
to the Clients or others regarding BD2 or the Technology nor make any representations,
warranties or guarantees with respect to the specifications, features or capabilities of the
Products that are not consistent with the Marketing Materials provided to Representative by
BD2, including BD2’s standard limited warranty and disclaimers.
2. MAJOR RESPONSIBILITIES OF BD2
A. Provide Representative with the necessary sales and technical
information and assistance regarding the Technology that is reasonably required by
Representative to perform its duties hereunder.
B. Keep Representative informed of any changes in the Technology.
C. Responsible for all expenses of catalogues, samples, advertisements,
exhibitions and seminars for sales promotion of the Technology, or other advertising or
marketing materials that BD2 may deliver to Representative for purposes of this Agreement
(collectively, the “Marketing Materials”).
In consideration for all of Representative’s services under this Agreement, BD2 shall
pay a commission to Representative for each Client that enters into a direct service contract
with BD2 for the Technology as a result of the performance by Representative of its duties
hereunder (the “Fees”).
A. 100% of revenue from first seven (7) licenses sold for the lifetime of the
agreement and paid within 4 business days upon receipt of payment by Client.
B. 30% Commissions on annual contracts actually received by BD2 from user fees
generated by the Client Sites (BD2). For purposes of this Agreement, “Net
Revenue” shall mean the agreed rate of commission shall be due and payabl