Custom Development Agreement

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					        Sharpe Decisions Inc. Reseller Application/Profile


Company       Full Legal Business Name: __________________________________________
Information
              Business Address: __________________________________________________
              City, State/Province:                                                , _____________
              Country: ___________________ Zip/Postal Code: _______________________
              Phone: _________________________ Fax: _____________________________
              Web Site: _________________________________________________________

Contacts      President: ____________________________________________
              Tel:                     Fax:                           E-Mail: ____________________

              Primary Business Contact: _________________________________________

              Tel:                     Fax:                           E-Mail: ____________________

              Primary Marketing Contact: _________________________________________

              Tel:                     Fax: _____________             E-Mail: ____________________

              Primary Sales Contact: _____________________________________________

              Tel:                     Fax: _____________             E-Mail: ____________________

              Primary Technical Contact:       __________________________________
              Tel:                     Fax: _____________             E-Mail: ____________________

              Primary Training Contact:       ___________________________________
              Tel:                     Fax: _____________             E-Mail: ____________________

Business      Product offerings as a percentage of total revenue
Information
              ___% Hardware ___% Software ___%Services ___% Training
              ___% Custom Development ___% Consulting

Type of          Training Provider                               360 Analysis
Support &        CBT Developer                                   Classroom Training
Services         CBT Reseller                                    Distance Learning
                 System Design                                   Course Development
                 System Installation                             Multimedia Development
                 Consulting                                      Pre-Hire Assessments
                 Business/Processing Design                      Other

Sales         Product offerings as a percentage of total revenue
Focus         ____ % Custom development                      ____ % Consulting
              ____ % Training                                ____ % Total System Integration
                                                             ____ % Other ________________________




                                           Sharpe Decisions Inc.
                                              ▼             
                                  P.O. Box 188, Kemptville, Ontario K0G 1J0
                  ACCESS SERVICE AGREEMENT FOR VALUE ADDED RESELLERS

This Agreement made on this ________________ day of ____________________, 200_

Sharpe Decisions Inc., a corporation incorporated under the laws of Canada with its head-office located
at 212 Van Buren Street, Unit #4, Kemptville, Ontario K0G 1J0. (hereinafter referred to as SDI)
                                                        and

                             a corporation incorporated under the laws of _________________, with its
head-office located at                                       (hereinafter referred as VAR”).

SDI AND VAR ALLIANCE
SDI hereby appoints the VAR as an authorized SDI Value Added Reseller of SDI live and web-based
assessment services. SDI shall grant the VAR a one-year, non-exclusive license to resell its products and
services.

SCOPE OF SERVICES
During the term of this Agreement, SDI will improve and maintain the Sharpe Decisions Executive
Workshop product line and maintain the Relationship. In turn, the VAR will re-sell Sharpe Decisions
Executive Workshop hardware and software to their clients. The VAR will use its best efforts to market
Sharpe Decisions Inc. Services to potential clients in Canada. Details of Sharpe Decisions Inc. Services
and Pricing are outlined in Schedule A. The VAR will inform Sharpe Decisions Inc. of appointments
with clients BEFORE meeting with them. In this way, Sharpe Decisions Inc. can ensure that two
representatives are not approaching an identical client.

TERMINATION
Either party shall have the right to terminate this Agreement by giving written notice of termination to the
other party on the occurrence of any of the following: (i) upon any material failure of performance by
either party, if within thirty (30) days after the giving of written notice to the breaching party of such failure
of performance, the breaching party has not cured such failure; or if such failure of performance cannot
be cured in thirty (30) days, if the breaching party has not commenced curing such failure of performance
promptly and within such thirty (30) day period is not effectuating such cure and does not cure such
failure of performance within a reasonable time; or (ii) in the event that either party becomes insolvent,
files for bankruptcy or makes an assignment for the benefit of its creditors.
CONFIDENTIALITY
Any trade secrets, or other proprietary information, of SDI and the VAR which become known to the other
party during the course of negotiation of, or performance under, this Agreement shall be treated as
confidential information and shall not be disclosed to any third party except to employees of the receiving
party who have a need to know. Any use of confidential information by the receiving party shall be solely
for the purpose performing under this Agreement. Neither party shall have any obligations of
confidentiality under this Agreement with respect to information which was already known to the receiving
party prior to disclosure; becomes publicly available after information is provided by the other party but
through no act of the receiving party; or was developed by the receiving party without breach of this
Agreement.




                                                Sharpe Decisions Inc.
                                                   ▼             
                                       P.O. Box 188, Kemptville, Ontario K0G 1J0
                                             http://www.sharpedecisions.ca
The VAR shall not use any of SDI’s proprietary information, including but not limited to business and/or
Product and Service plans, pricing, software, designs and documentation, for any reason other than the
promotion of Product sales hereunder.
The VAR shall use SDI’s trademarks and trade names strictly in accordance with SDI’s specifications and
directions and not market the Products and Services in association with any other trademarks or trade
names without the express, written permission of SDI.

PAYMENT
The VAR shall ensure that the client pay for all product and service purchases from SDI, within 30 days of
SDI’s invoice. The VAR will pay all applicable taxes and duties, if applicable, directly to the appropriate
taxing authorities. SDI will pay the VAR all commissions earned within 30 days of sale completion.

WARRANTIES
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY
EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND IN
RESPECT OF SERVICES OR WORK PRODUCT, INCLUDING BUT NOT LIMITED TO IMPLIED OR
STATUTORY WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, ALL OF WHICH ARE DISCLAIMED.

INDEMNITY
The VAR shall indemnify, defend and hold harmless SDI and its officers, employees and agents from and
against any and all liabilities, costs, expenses, damages, losses, actions and the like arising from or
relating to (i) any third party claims, actions or other legal proceedings resulting from SDI’s operation of
Sharpe Decisions Executive Workshop, except to the extent such claim, action or proceeding is the direct
result of SDI’s negligence or willful misconduct and (ii) breach of the VAR’s representations and
warranties hereunder.


GENERAL
All notices and other information to be given by one of the parties to the other shall be given by registered
mail or hand delivery to the other party at the applicable address set out on the first page hereof. Neither
party may assign this Agreement, in whole or in part, without the other party's prior written consent, which
consent will not be unreasonably withheld This Agreement shall be binding upon and shall enure to the
benefit of the parties hereto and their respective successors and permitted assigns. No waiver by a party
of any breach by the other party of any of the provisions of this Agreement shall be deemed a waiver of
any preceding or succeeding breach of the same or any other provisions hereof. No such waiver shall be
effective unless in writing and then only to the extent expressly set forth in writing.
If any term of this Agreement is found to be invalid, illegal or unenforceable, in whole or in part, by a body
of competent jurisdiction, that term shall be deemed severed from this Agreement without effect on any
other term of the Agreement. The following provisions shall survive expiration or termination of this
Agreement: Confidentiality, Limitation of Liability, Indemnity, Dispute Resolution and General. Neither
party shall be liable for damages for any delay or failure of delivery arising out of causes beyond its
reasonable control and without its fault or negligence.
This Agreement shall be governed by and construed in accordance with the laws of the Province of
Ontario, Canada and the laws of Canada applicable therein, excluding rules governing conflict of law.
The courts of the Province of Ontario shall have non-exclusive jurisdiction to entertain any legal
proceedings arising under this Agreement.



                                               Sharpe Decisions Inc.
                                                  ▼             
                                      P.O. Box 188, Kemptville, Ontario K0G 1J0
                                            http://www.sharpedecisions.ca
This Agreement, including the Schedules hereto, sets forth the entire agreement of the parties with
respect to the subject matter contained herein, and no oral or written statement or representations not
contained herein shall have any force or effect. No amendment of this Agreement shall be effective
unless it is in writing and signed by both parties.



                                  , by:                Sharpe Decisions Inc., by:

_______________________________________                _________________________________________
Signature                                              Signature

_______________________________________                _________________________________________
Name                                                   Name

_______________________________________                _________________________________________
Title                                                  Title

_______________________________________                _________________________________________
Date                                                   Date




                                             Sharpe Decisions Inc.
                                                ▼             
                                    P.O. Box 188, Kemptville, Ontario K0G 1J0
                                          http://www.sharpedecisions.ca

				
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Description: Custom Development Agreement document sample