Attached files
| file | filename |
|---|---|
| 8-K - Investview, Inc. | v197369_8k.htm |
| EX-10.2 - Investview, Inc. | v197369_ex10-2.htm |
| EX-10.5 - Investview, Inc. | v197369_ex10-5.htm |
| EX-10.6 - Investview, Inc. | v197369_ex10-6.htm |
| EX-10.4 - Investview, Inc. | v197369_ex10-4.htm |
| EX-10.3 - Investview, Inc. | v197369_ex10-3.htm |
SALES
AGENCY AGREEMENT
This
SALES AGENCY AGREEMENT (the “Agreement”) is entered into effective as of
September 23, 2010 between Global Investors Services, Inc. a Nevada corporation
with principal offices at 708 3rd Avenue,
6th
Floor, New York, New York (“GISV”) and The Cougar Group (“Cougar”), a Hong Kong
Corporation with its principal offices at St. George’s Building, suite 106, 2
Ice House Street, Hong Kong.
WHEREAS, GISV is engaged in
the development, marketing and distribution of various on-line financial
educations services and analysis products;
WHEREAS, Cougar desires to
obtain the exclusive right to market the Products set forth in Exhibit A within specified
geographic areas in Asia listed on Exhibit B;
WHEREAS, GISV desires to
retain the services of Cougar as the exclusive sales agent of the Products in
the Territory.
NOW, THEREFORE, in
consideration of the premises, the mutual covenants contained in this Agreement
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties agree as follows:
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1.
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DEFINITIONS
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1.1
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“GISV
Note T1” shall refer to the promissory notes payable to GISV by Cougar
associated with the sales targets and share compensation of Tier One
countries attached hereto as Exhibit
D.
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1.2
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“GISV
Note T2” shall refer to the promissory notes payable to GISV by Cougar
associated with the sales targets and share compensation of Tier Two
countries attached hereto as Exhibit
E.
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1.3
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“Products”
initially shall mean those products listed in Exhibit A attached
hereto and any such additional products that GISV may create or sell and
expressly incorporated into Exhibit A in writing by
GISV. Cougar shall have the right of first refusal to represent any
additional product solely in the Territory, including Product upgrades and
modifications, currently sold or marketed by
GISV.
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1.4
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“Territory”
means the geographic areas, both Tier One and Tier Two, listed on Exhibit B
hereto.
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1.5
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“Tier
One” countries shall include: South Korea and
Japan.
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1.6
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“Tier
Two” countries shall include: China, Australia, Hong Kong, Singapore,
Philippines, Indonesia, New Zealand, and
India.
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Sales
Agency Agreement with GISV
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Page 1
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2.
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APPOINTMENT
AND AUTHORITY OF COUGAR
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2.1
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Exclusive Sales
Agent. Subject to the terms and conditions herein, GISV
appoints Cougar as GISV’s exclusive sales agent for the Products in the
Territory, and Cougar accepts such
appointment.
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2.2
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Independent
Contractors. The relationship of GISV and Cougar established
by this Agreement is that of independent contractor, and nothing contained
in this Agreement shall be construed to (i) give either party the power to
direct and control the day-to-day activities of the other, or (ii)
constitute the parties as partners, joint venture partners, co-owners or
otherwise as participants in a joint undertaking, or (iii) allow Cougar to
create or assume any obligation on behalf of GISV for any purpose
whatsoever. All financial and other obligations associated with
Cougar’s business are the sole responsibility of Cougar, Cougar shall be
responsible for, and shall indemnify and hold GISV free and harmless from,
any and all claims, damages or lawsuits (including GISV’s attorneys’ fees)
arising out of the acts of Cougar, its employees or its agents. GISV
will not withhold any taxes from any compensation payable to Cougar.
It is the sole responsibility of Cougar to pay all withholding taxes, FICA
taxes, Federal unemployment taxes, and any other Federal or State or local
taxes, payments, or filings required to be paid, maintained, or
made.
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3.
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COMPENSATION
OF COUGAR
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3.1
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Sole Compensation for
Cougar. Cougar’s sole compensation under the terms of this
Agreement shall be an aggregate of 120,000,000 shares of common stock of
GISV as provided in Exhibit C (the
“Shares”). The Shares shall contain the standard restrictive legend
as required by the Securities Act of 1933, as amended. Cougar shall
be required to pay for the Shares by delivering the GISV Note T1 and the
GISV Note T2 as discussed in Section
3.3.
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3.2
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Payment to
Cougar. The Shares shall be subject to all applicable
governmental laws, regulations and
rulings.
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3.3
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Time
of Payment. The Shares shall be issued in consideration of
the GISV Notes
T1 in the principal amount of $1,000,000 per country and the GISV
Notes
T2 in the principal amount of $1,000,000 per country. The GISV
Notes
T1, for the Shares associated with the Tier One countries, shall have a
term of six months and accrue interest at a rate of 4% per annum.
The GISV Note T2, for the Shares associated with the Tier Two countries,
shall have a term of Twelve months and accrue interest at a rate of 4% per
annum. The Shares shall be released to Cougar from escrow as payment
under this Agreement upon Cougar’s successful achievement of the revenue
targets contemplated by Exhibit
C of this Agreement or the payment of the principal amount of the
GISV Notes. The Escrow Agreement governing the release of the Shares is
attached hereto as Exhibit
F.
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Sales
Agency Agreement with GISV
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Page 2
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4.
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SALE
OF THE PRODUCTS
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4.1
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Prices and Terms of
Sale. GISV shall provide Cougar with copies of its current
price lists, its delivery schedules, and its standard terms and conditions
of sale, as established from time to time. Cougar shall quote to
customers only those authorized prices, delivery schedules, and terms and
conditions, and shall have no authority to quote or offer any discount to
such prices or change any such terms and conditions, without consent of
GISV. GISV may change the prices, delivery schedules, and terms and
conditions, provided that it gives Cougar at least thirty (30) days prior
written notice of any changes. Each order for a Product shall be
governed by the prices, delivery schedules, and terms and conditions in
effect at the time the order is accepted, and all quotations by Cougar
shall contain a statement to that
effect.
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4.2
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Quotations.
The parties shall furnish to each other copies of all quotations submitted
to customers.
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4.3
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Orders.
All orders for the Products shall be in writing, and the original shall be
submitted to GISV. GISV shall promptly furnish to Cougar
informational copies of all commissionable orders (explain this) sent by
customers in the Territory.
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4.4
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Acceptance.
All orders obtained by Cougar shall be subject to acceptance by GISV at
its principal office currently located at the address listed for GISV at
the beginning of this Agreement, and all quotations by Cougar shall
contain a statement to that effect. Cougar shall have no authority
to make any acceptance or delivery commitments to customers. GISV
specifically reserves the right to reject any order or any part thereof
for any reasonable reason. GISV shall send copies to Cougar of any
written acceptance on commissionable
orders.
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4.5
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Credit
Approval. GISV shall have the sole right of credit approval
or credit refusal for its customers in all
cases.
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4.6
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Collection.
It is expressly understood by Cougar that full responsibility for all
collection rests with GISV, provided, at GISV’s request, Cougar will
provide reasonable assistance in collection of any accounts
receivable.
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4.7
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Cougar as
Reseller. In the event that Cougar, with the approval of
GISV, purchases Products from GISV and resells said Products to its own
customers, Cougar shall have the sole right of credit approval or credit
refusal for its own customers and full responsibility for all collection
for such customers rests with
Cougar.
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4.8
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Inquiries from Outside
the Territory. Cougar shall promptly submit to GISV, for
GISV’s attention and handling, the information of all inquiries received
by Cougar from customers outside the
Territory.
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Sales
Agency Agreement with GISV
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Page
3
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5.
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ADDITIONAL
OBLIGATIONS OF COUGAR
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5.1
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Promotion of the
Products. Cougar shall, at its own expense, promote the sale
of the Products in the Territory. Cougar may hire or contract with
sales representatives or services personnel to promote the Products and
perform the duties hereunder.
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5.2
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Facilities.
Cougar shall provide itself with, and be solely responsible for, (i) such
facilities, employees, and business organization, and (ii) such permits,
licenses, and other forms of clearance from governmental or
regulatory agencies, if any, as it deems necessary for the conduct of its
business operations in accordance with this
Agreement.
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5.3
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Customer and Sales
Reporting. Cougar shall, at its own expense, and in a manner
consistent with the sales policies of GISV: (a) provide adequate contact
with existing and potential customers within the Territory on a regular
basis; and (b) assist GISV in assessing customer requirements for the
Products.
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5.4
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Customer
Service. Cougar shall diligently assist its customers’
personnel and clients in using the Products and shall perform such
additional customer services as good salesmanship requires and as GISV may
reasonably request.
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5.5
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Telephone Marketing
and Technical and Sales Support. Cougar shall provide a
reasonable level of telephone marketing and technical support to customers
in the Territories subject to the direction of GISV. GISV shall use
it best efforts to support Cougar’s sales and marketing
activities.
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5.6
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Product
Complaints. Cougar shall promptly investigate and monitor all
customer and/or regulatory complaints and/or correspondence concerning the
use of the Product in the Territory. Cougar shall immediately notify
GISV of all such complaints and/or correspondence in accordance with
standard procedures.
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5.7
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Expense of Doing
Business. Cougar shall bear the entire cost and expense of
conducting its business in accordance with the terms of this
Agreement.
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5.8
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Representations.
Cougar shall not make any false or misleading representations to customers
or others regarding GISV or the Products. Cougar shall not make any
representations, warranties or guarantees with respect to the
specifications, features, or capabilities of the Products that are not
consistent with GISV’s documentation accompanying the Products or GISV’s
literature describing the Products. Cougar represents and warrants
that it is an accredited investor as that term is defined by Regulation D
as promulgated under the Securities Act of 1933, as
amended.
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Sales
Agency Agreement with GISV
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Page
4
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6.
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ADDITIONAL
OBLIGATIONS OF GISV
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6.1
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Training by
GISV. Company shall provide sales training to Cougar’s
personnel at periodic intervals, with the frequency and content of the
training to be determined by GISV. When possible, such training
shall be given via the internet.
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6.2
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Regulatory
Approvals. GISV shall be responsible for obtaining any
regulatory approvals to distribute products and services in various
international markets. Cougar will assist in determining regulatory
framework markets and identify consultants to assist in accomplishing
approvals.
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6.3
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Materials.
Company shall provide Cougar with marketing and technical information
concerning the Products as well as reasonable quantities of brochures,
instructional material, advertising literature, demonstration product
samples and other Product data at no
charge.
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6.4
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Delivery
Time. GISV shall use its best efforts to fulfill delivery
obligations, e.g. issuance of user names and passwords for account
holders, as committed in
acceptances.
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6.5
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New
Developments. GISV shall promptly inform Cougar of new
product developments relating to the
Products.
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7.
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BOARD OF
DIRECTORS
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Cougar
will be given the right to immediately propose a candidate to serve as an
interim director on the GISV Board of Directors at the execution of this
Agreement. The proposed director candidate will present his or her
qualifications, business experience and other capabilities to the current Board.
Upon satisfactory review of the qualifications the individual will be placed on
the current board. Cougar understands that at the time of the Annual
Shareholders meeting, all directors will be nominated by the Board of Directors
or appropriate nominating committee and voted for by the
shareholders.
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8.
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TRADEMARKS
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During
the term of this Agreement, Cougar shall have the right to indicate to the
public that it is an authorized sales agent of the Products and to advertise
(within the Territory) such Products under the trademarks, marks, and trade
names that the GISV may adopt from time to time (“Trademarks”). Cougar
shall not alter or remove any Trademark applied to the Products. Except as
set forth in this Section 8, nothing contained in this Agreement shall grant to
Cougar any right, title or interest in the Trademarks.
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Sales
Agency Agreement with GISV
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Page
5
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9.
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CONFIDENTIAL
INFORMATION
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Cougar
acknowledges that by reason of its relationship to GISV hereunder it will have
access to certain information and materials concerning GISV’s technology, and
products that are confidential and of substantial value to GISV, which value
would be impaired if such information were disclosed to third parties.
Cougar agrees that it will not in any way for its own account or the account of
any third party, nor disclose to any third party, any such confidential
information revealed to it in written or other tangible form or orally,
identified as confidential, by GISV without the prior written consent of
GISV. Cougar shall take every reasonable precaution to protect the
confidentiality of such information. Upon request by Cougar, GISV shall
advise whether or not it considers any particular information or materials to be
confidential. In the event of termination of this Agreement, there shall
be no use or disclosure by Cougar of any confidential information of GISV, and
Cougar shall not manufacture or have manufactured any devices, components or
assemblies utilizing any of GISV’s confidential information. This section
shall not apply to any confidential information which is or becomes generally
known and available in the public domain through no fault of Cougar.
Cougar hereby agrees that it will not engage in any transaction in the
securities of GISV, whether a private or public sale or purchase or agreement to
enter into a sale or purchase, while it is in possession of material nonpublic
information.
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10.
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COVENANT
NOT TO SOLICIT OR COMPETE
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10.1.1
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During
the period from the date of this Agreement until one (1) year following
the expiration or termination of this Agreement, Cougar will not directly
or indirectly:
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10.1.1.1
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Persuade
or attempt to persuade any person or entity which is or was a customer,
client or supplier of GISV to cease doing business with GISV, or to reduce
the amount of business it does with GISV (the terms “customer” and
“client” as used in this Section 10 to include any potential customer or
client to whom GISV submitted bids or proposals, or with whom GISV
conducted negotiations, during the term of Cougar’s engagement hereunder
or during the twelve (12) months preceding the termination of this
Agreement or the engagement
hereunder;
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10.1.1.2
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solicit
for himself or any other person or entity other than GISV the business of
any person or entity which is a customer or client of GISV, or was a
customer or client of GISV within one (1) year prior to the termination of
this Agreement or its engagement
hereunder;
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10.1.1.3
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persuade
or attempt to persuade any employee of GISV, or any individual who was an
employee of GISV during the one (1) year period prior to the termination
of this Agreement, to leave GISV’s employ, or to become employed by any
person or entity other than the Company;
or
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Sales
Agency Agreement with GISV
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Page
6
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10.1.1.4
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engage
in any business in the Territory or in the United States whether as an
officer, director, consultant, partner, guarantor, principal, agent,
employee, advisor or in any manner, which directly competes with the
business of GISV as it is engaged in at the time of the termination of
this Agreement, unless, at the time of such termination or thereafter
during the period that Cougar is bound by the provisions of this Section
10, the Company ceases to be engaged in such activity, provided, however,
that nothing in this Section 10 shall be construed to prohibit Cougar from
owning an interest of not more than five (5%) percent of any public
company engaged in such activities
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10.1.2
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Cougar
acknowledges that the restrictive covenants (the “Restrictive Covenants”)
contained in Section 10 of this Agreement are a condition of his
engagement are reasonable and valid in geographical and temporal scope and
in all other respects. If any court determines that any of the Restrictive
Covenants, or any part of any of the Restrictive Covenants, is invalid or
unenforceable, the remainder of the Restrictive Covenants and parts
thereof shall not thereby be affected and shall remain in full force and
effect, without regard to the invalid portion. If any court determines
that any of the Restrictive Covenants, or any part thereof, is invalid or
unenforceable because of the geographic or temporal scope of such
provision, such court shall have the power to reduce the geographic or
temporal scope of such provision, as the case may be, and, in its reduced
form, such provision shall then be
enforceable.
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11.
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INDEMNIFICATION
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GISV
shall be solely responsible for the design, development, supply, production and
performance of its products and the protection of its trade names and
patents. GISV agrees to indemnify, hold Cougar harmless against and
pay all losses, costs, damages or expenses, whatsoever, including counsel fees,
which Cougar may sustain or incur on account of infringement or alleged
infringements of patents, trademarks or trade names resulting from the sale of
GISV’s products, or arising on account of warranty claims, negligence claims,
product liability claims or similar claims by third parties. Cougar shall
promptly deliver to GISV any notices or papers served upon it in any proceeding
covered by this Indemnification Agreement, and GISV shall defend such litigation
at its expense. Cougar shall, however, have the right to participate in
the defense at its own expense unless there is a conflict of interest, in which
case, Cougar shall indemnify GISV for the expenses of such defense including
counsel fees. GISV shall provide the Cougar with a certificate of
insurance evidencing the Cougar as an additional insured on GISV’s product
liability insurance policy. This provision shall survive and remain in
full force and effect after the termination of this Agreement.
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Sales
Agency Agreement with GISV
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Page 7
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12.
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TERM
AND TERMINATION
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12.1
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Term.
This Agreement shall continue in full force and effect for a period of
five years from the date above, unless terminated earlier under the
provisions of this Agreement. Thereafter, this Agreement shall be
renewed automatically for successive additional three year terms under the
same terms and conditions unless either party chooses not to continue the
relationship and provides written notice 90 days prior to the natural
expiration of the existing five-year
term.
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12.2
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Termination.
This Agreement may be terminated as
follows:
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12.2.1
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By
either party if the other party becomes insolvent or bankrupt, or files a
voluntary petition in bankruptcy, or has had filed for an involuntary
petition in bankruptcy (unless such involuntary petition is withdrawn or
dismissed within ten days after filing) in which event termination may be
immediate upon notice; or
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12.2.2
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By
either party if the other party fails to cure any breach of a material
covenant, commitment or obligation under this Agreement, within 45 days
after receipt of written notice specifically setting forth the breach from
the other party; or
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12.2.3
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By
either party if the other party is convicted or pleads to a crime or an
act of fraud that materially impacts on its performance or its fiduciary
duties hereunder, in which event termination may be immediate upon
notice.
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12.2.4
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By
GISV if Cougar does not reach the required sales goals as set forth in
Section 3 of the Agreement.
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12.3
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Return of
Materials. All Confidential Information and other property
belonging to GISV shall remain the property of GISV and will be
immediately returned by Cougar upon termination. Cougar shall not
make or retain any copies of any Confidential Information that may have
been entrusted to it.
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13.
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MISCELLANEOUS
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13.1
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Notices.
Any notice required or permitted by this Agreement shall be in
writing and shall be sent by prepaid registered or certified mail, return
receipt requested, addressed to the other party at the addresses shown
below or at such other address for which such party gives notice
hereunder. Such notice shall be deemed to have been given three (3)
days after deposit in the mail.
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If
to GISV:
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Global
Investor Services, Inc.
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Attn:
Mr. Nicholas S. Maturo
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708
3rd
Avenue
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6th
Floor
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New
York, New York 10017 USA
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Email:
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nick@gisvonline.com
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Facsimile:
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+1-212-227-6462
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Sales
Agency Agreement with GISV
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Page 8
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If
to Cougar:
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The
Cougar Group
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Attn:
Mr. David C. Fender
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7-13-9
Ooi, Shinagawa-ku
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Tokyo,
Japan 140-0014
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Email:
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jpndcf@tkg.att.ne.jp
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Facsimile:
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+81-3-3776-2482
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13.2
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Assignment.
The parties may not assign or transfer this Agreement or any of its
rights and obligations under this Agreement without prior written consent
of the other party, which shall not be unreasonably withheld. This
Agreement shall be binding upon and inure to the benefit of the parties
hereto and their successors and assigns including purchasers of their
assets constituting a bulk sale pursuant to the provisions of the “Uniform
Commercial Code.”
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13.3
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Compliance with
Law. GISV and Cougar agree that they will comply with all
governmental laws, regulations and requirements applicable to the duties
conducted hereunder and applicable devices, including, without limitation,
the federal laws and similar laws. The parties represent and warrant
that they shall have in effect and at all times during the Initial Term
and any Renewal Terms of this Agreement all licenses, permits, and
authorizations from all federal, state and local authorities necessary to
the performance of their obligations under this
Agreement.
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13.4
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Property
Rights. Cougar agrees that GISV owns all right, title, and
interest in the product lines that include the Products and in all of
Company’s patents, trademarks, trade names, inventions, copyrights,
know-how, and trade secrets relating to the design, manufacture, operation
or service of the Products. The use by Representative of any of
these property rights is authorized only for the purpose herein set forth,
and upon termination of this Agreement for any reason such authorization
shall cease.
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13.5
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Waiver and
Delay. No
waiver by either Party of any breach or default in performance by the
other Party, and no failure, refusal or neglect of either Party to
exercise any right, power or option given to it hereunder or to insist
upon strict compliance with or performance of the other Party’s
obligations under this Agreement, shall constitute a waiver of the
provisions of this Agreement with respect to any subsequent breach thereof
or a waiver by either Party of its right at any time thereafter to require
exact and strict compliance with the provisions
thereof.
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13.6
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Force Majeure.
A Party shall not be responsible for failure to perform hereunder due to
force majeure, which shall include, but not be limited to: fires, floods,
riots, strikes, labor disputes, freight embargoes or transportation
delays, shortage of labor, inability to secure fuel, material, supplies,
equipment or power at reasonable prices or on account of shortage thereof,
acts of God or of the public enemy, war, terrorist activities or civil
disturbances, any existing or future laws, rules, regulations or acts of
any government (including any orders, rules or regulations issued by any
official or agency or such government) affecting a Party that would delay
or prohibit performance hereunder, or any cause beyond the reasonable
control of a Party. If an event of force majeure should occur, the
affected Party shall promptly give notice thereof to the other Party and
such affected Party shall use its commercially reasonable efforts to cure
or correct any such event of force
majeure.
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Sales
Agency Agreement with GISV
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Page
9
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13.7
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Governing Law;
Jurisdiction. This Agreement shall be construed under
and governed by the laws of the State of New York without regard to its
conflicts of laws. The parties agree that the jurisdiction and venue
of any legal suit, action or proceeding arising out of or relating to this
Agreement shall be in a federal or state court in the State of New
York.
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13.8
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Dispute
Resolution. Any dispute or difference which may arise between the
Parties at any time hereafter, whether during the continuance in force of
this Agreement or upon or after its termination, touching any matter or
thing herein contained or the operation or construction of this Agreement
or any matter or thing in any way connected with, arising from or in
relation to this Agreement or the rights, duties or liabilities of the
Parties hereunder shall be finally settled by arbitration in accordance
with Arbitration Rules of the American Arbitration Association
(“AAA”).
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13.8.1
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A
reference to arbitration shall be to three (3) arbitrators, all of whom
are judges or retired judges.
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13.8.2
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(b)
The arbitration shall be held in New York, New York, United States of
America, and the language to be used in the arbitral proceedings shall be
English.
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13.8.3
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(c)
Pending the commencement of the arbitral proceedings, either Party may
apply, to the courts in New York (which shall have exclusive jurisdiction)
for the grant of interim injunctions and orders for the protection and
preservation of property subject of or relating to this Agreement. For the
purposes of this Section 13 and as provided in the Arbitration Rules of
the AAA, arbitral proceedings shall be deemed to commence on the date when
the administrator of the AAA receives notice of arbitration from the Party
initiating the arbitration.
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13.9
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Counterparts, Headings
and Interpretation. This Agreement shall be executed in duplicate
but shall not be binding upon GISV until a copy, signed by Cougar, is
executed by Cougar. This Agreement is entered into in the English
language. Should a translation of this Agreement into any other language
be required or desired for any reason, it is understood that in all
matters involving the interpretation of this Agreement, the English text
shall govern. Unless the context of this Agreement otherwise requires, (i)
words of any gender include each other gender; (ii) words using the
singular or plural number also include the plural or singular number,
respectively; (iii) the terms “hereof,” “herein,” “hereby,” and derivative
or similar words refer to this entire Agreement; (iv) the terms “Article”
and “Section” refer to the specified Article and Section of this
Agreement, and (v) the terms “include,” “includes,” or “including” shall
be deemed to be followed by the words “without limitation” unless
otherwise indicated. Whenever this Agreement refers to a number of days,
unless otherwise specified, such number shall refer to calendar days. The
headings in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this
Agreement.
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Sales
Agency Agreement with GISV
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Page
10
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13.10
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Third Party
Rights. Nothing in this Agreement shall be deemed to create any
third party beneficiary rights in or on behalf of any other
person.
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13.11
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Expenses.
Each Party shall pay all of its own fees and expenses (including all
legal, accounting and other advisory fees) incurred in connection with the
negotiation and execution of this Agreement and the arrangements
contemplated hereby.
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13.12
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Public
Announcements. No public announcement, news release, statement,
publication, or presentation relating to the existence of this Agreement,
the subject matter hereof, or either party's performance hereunder will be
made without the other party's prior written approval unless GISV is
required to release such information or agreement in accordance with
securities laws of the United
States.
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13.13
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Integrated
Contract. This Agreement together with the document and agreements
referred to herein constitutes the entire agreement between the Parties
relating to the subject matter hereof and supersedes all prior or
contemporaneous negotiations, representations, agreements and
understandings (both oral and written) of the
Parties.
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13.14
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Applicability of
Post-effective Laws. The Parties agree that neither the Vienna
Convention on the International Sale of Goods nor any such similar law,
treaty or act that becomes effective during the term of this Agreement
shall be applicable to this Agreement or the transactions contemplated
hereunder.
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13.15
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Severability.
If any provision(s) of this agreement shall be held invalid, illegal or
unenforceable by a court of competent jurisdiction, the remainder of the
Agreement shall be valid and enforceable and the parties shall negotiate
in good faith a substitute, valid and enforceable provision which most
nearly affects the parties’ intent in entering into this
Agreement.
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13.16
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Modification:
Waiver. This Agreement may not be altered, amended or
modified in any way except by a writing signed by both parties. The
failure of a party to enforce any provision of the Agreement shall not be
construed to be a waiver of the right of such party to thereafter enforce
that provision or any other provision or
right.
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13.17
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Entire
Agreement. This Agreement and the exhibits hereto represent
and constitute the entire agreement between the parties, and supersede and
merge all prior negotiations, agreements and understandings, oral or
written, with respect to any and all matters between Cougar and
GISV.
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13.18
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Modifications and
Amendments. No supplement, modification or amendment of this
Agreement shall be binding unless it is in writing and executed by both of
the Parties.
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Sales
Agency Agreement with GISV
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Page 11
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13.19
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Counterparts.
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one
instrument.
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SIGNATURES
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Global
Investors Services, Inc.
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The
Cougar Group
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/s/
Nicholas Maturo
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/s/
David C. Fender
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By:
Nicholas Maturo
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By: David
C. Fender
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Title
President, CEO
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Title:
CEO
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Date:
September 23, 2010
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Date:
September 22, 2010
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Sales
Agency Agreement with GISV
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Page 12
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EXHIBIT
A
PRODUCTS
From
InvestView Division: search tools and trading indicators, newsletters, live
trading room, coaching programs.
From
Razor Data Division: financial information delivery.
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Sales
Agency Agreement with GISV
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Page 13
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EXHIBIT
B:
TERRITORY
As per
this Agreement, the term “Territory” shall be defined as follows:
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·
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TIER
ONE:
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o
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South
Korea
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o
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Japan
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·
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TIER
TWO:
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o
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China
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o
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Australia
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o
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Hong
Kong
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o
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Singapore
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o
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Philippines
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o
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Indonesia
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o
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New
Zealand
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o
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India
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Page
14
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EXHIBIT
C:
COMPENSATION
SCHEDULE
TIER
ONE:
SOUTH
KOREA:
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Revenue Target
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No. of Shares to be
Delivered (cumulative)
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|||||
| $ | 250,000 | 5,000,000 | ||||
| $ | 500,000 | 10,000,000 | ||||
| $ | 750,000 | 15,000,000 | ||||
| $ | 1,000,000 | 20,000,000 | ||||
JAPAN:
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Revenue Target
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No. of Shares to be
Delivered (cumulative)
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|||||
| $ | 250,000 | 5,000,000 | ||||
| $ | 500,000 | 10,000,000 | ||||
| $ | 750,000 | 15,000,000 | ||||
| $ | 1,000,000 | 20,000,000 | ||||
TIER
TWO:
CHINA:
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Revenue Target
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No. of Shares to be
Delivered (cumulative)
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|||||
| $ | 250,000 | 5,000,000 | ||||
| $ | 500,000 | 7,000,000 | ||||
| $ | 750,000 | 9,000,000 | ||||
| $ | 1,000,000 | 10,000,000 | ||||
AUSTRALIA:
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Revenue Target
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No. of Shares to be
Delivered (cumulative)
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|||||
| $ | 250,000 | 5,000,000 | ||||
| $ | 500,000 | 7,000,000 | ||||
| $ | 750,000 | 9,000,000 | ||||
| $ | 1,000,000 | 10,000,000 | ||||
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Sales
Agency Agreement with GISV
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Page 15
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HONG
KONG:
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Revenue Target
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No. of Shares to be
Delivered (cumulative)
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|||||
| $ | 250,000 | 5,000,000 | ||||
| $ | 500,000 | 7,000,000 | ||||
| $ | 750,000 | 9,000,000 | ||||
| $ | 1,000,000 | 10,000,000 | ||||
SINGAPORE:
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Revenue Target
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No. of Shares to be
Delivered (cumulative)
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|||||
| $ | 250,000 | 5,000,000 | ||||
| $ | 500,000 | 7,000,000 | ||||
| $ | 750,000 | 9,000,000 | ||||
| $ | 1,000,000 | 10,000,000 | ||||
PHILIPPINES:
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Revenue Target
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No. of Shares to be
Delivered (cumulative)
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|||||
| $ | 250,000 | 5,000,000 | ||||
| $ | 500,000 | 7,000,000 | ||||
| $ | 750,000 | 9,000,000 | ||||
| $ | 1,000,000 | 10,000,000 | ||||
INDONESIA:
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Revenue Target
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No. of Shares to be
Delivered (cumulative)
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|||||
| $ | 250,000 | 5,000,000 | ||||
| $ | 500,000 | 7,000,000 | ||||
| $ | 750,000 | 9,000,000 | ||||
| $ | 1,000,000 | 10,000,000 | ||||
NEW
ZEALAND:
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Revenue Target
|
No. of Shares to be
Delivered (cumulative)
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|||||
| $ | 250,000 | 5,000,000 | ||||
| $ | 500,000 | 7,000,000 | ||||
| $ | 750,000 | 9,000,000 | ||||
| $ | 1,000,000 | 10,000,000 | ||||
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Sales
Agency Agreement with GISV
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Page
16
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INDIA:
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Revenue Target
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No. of Shares to be
Delivered (cumulative)
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|||||
| $ | 250,000 | 5,000,000 | ||||
| $ | 500,000 | 7,000,000 | ||||
| $ | 750,000 | 9,000,000 | ||||
| $ | 1,000,000 | 10,000,000 | ||||
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Agency Agreement with GISV
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Page
17
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EXHIBIT
D:
GISV
Note T1
See
Exhibit 10.2 attached to the Form 8k
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Sales
Agency Agreement with GISV
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Page
18
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EXHIBIT
E:
GISV
Note T2
See
Exhibit 10.3 attached to the Form 8k
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Sales
Agency Agreement with GISV
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Page
19
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EXHIBIT
F:
ESCROW
AGREEMENT
See
Exhibit 10.5 attached to the Form 8k
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Sales
Agency Agreement with GISV
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Page
20
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