Sample Business Contracts

Services Agreement - EMS Group Ltd. and Instant Video Technologies Inc.

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                           SERVICES AGREEMENT BETWEEN

This Agreement,  entered into this 18th day of March 1999 and is between The EMS
Group, Limited (EMS) of Aldwych House,  Madeira Road, West Byfleet,  Surrey KT14
6DA,  United  Kingdom;   and  Instant  Video  Technologies,   Inc.,  a  Delaware
Corporation,  with its principal place of business at 500 Sansome Street,  Suite
503, San Francisco, CA 94111. ("IVT").

THEREFORE,  in  consideration  of the mutual  covenants and agreements set forth
herein and for other  valuable  consideration,  the receipt and  sufficiency  of
which are hereby acknowledged, the parties agree as follows


For  the  purposes  of  this  Agreement,  the  parties  agree  on the  following

"Customer(s)"                       means  all  resellers,  end users or OEMs of
                                    product(s)  including,  but not  limited to,
                                    any  joint  venture  or  strategic  alliance
                                    where  the  Customer  holds  twenty  percent
                                    (20%) or greater equity interest  (including
                                    educational,   charitable  and  governmental
                                    institutions in the territory).

"Net Sales"                         means revenues  (when  recognized by IVT for
                                    financial  accounting  purposes) to IVT from
                                    customers   after  deduction  of  applicable
                                    discounts, duties, taxes and shipping costs.

"End User"                          means any third  party,  which  purchases or
                                    obtains  the  product(s)  solely in order to
                                    fulfill  its own  data  processing  or other

"OEM"                               means the  original  equipment  manufacturer
                                    that  incorporates  the product(s) (in whole
                                    or in part) into its product line.

"Reseller(s)"                       means any  organization  that  purchases  or
                                    otherwise obtains the product(s) in order to
                                    resell  it or them to an end user (in  whole
                                    or  in  part)  with  or  without  any  other
                                    product or part of any other product.



The Parties  have  agreed that the  Objective  of this  Agreement  is for EMS to
assist IVT in the identification  and development,  in the Territory (as defined
below), of qualified opportunities for use or reselling of IVT software products
(including any enhancements thereof) by a European Customer.



Territory  shall mean the  countries  of The United  Kingdom,  France,  Germany,
Switzerland,  Italy, Spain, Benelux (Belgium,  Netherlands, and Luxembourg), and
Scandinavia (Norway, Sweden, Denmark & Finland).


EMS shall employ its best  efforts to  undertake  the  following  activities  to
accomplish the following Objectives.

3.1. Within fifteen (15) days of signing this agreement:

3.1.1.  EMS will assign a project team  consisting  of a project  director and a
project manager to manage the IVT project;

3.1.2. EMS shall be responsible for all travel and other travel related expenses
for the training for its own personnel;

3.1.3.  Salaries and Taxes.  All personnel  assigned by EMS to perform  Services
will be  employees of EMS and EMS will pay all salaries and expenses of, and all
federal,  social security,  federal and state unemployment  taxes, and any other
payroll or withholding taxes relating to such employees.

3.1.4.  Independent  Contractor.  EMS will be  considered,  for all  purposes an
independent  contractor,  and will not  directly  act as an agent,  servant,  or
employee of IVT, or make any  commitments or incur any  liabilities on behalf of
IVT without its prior written consent.

3.1.5. Supervision. EMS is responsible for the direct management and supervision
of its personnel through its designated representative,  and such representative
will in turn be available at all reasonable  times to report and confer with the
designated representative of IVT with respect to the Services being rendered.

3.1.6.  Qualifications and Removal.  EMS agrees that the Services to be provided
will be  performed  by  qualified,  careful and  efficient  employees  in strict
conformity with the best practices and highest applicable standards. EMS further
agrees  that upon  request  of client it will  remove  from the  performance  of
Services,  hereunder,  any of its employees  who, in the  reasonable  opinion of
Client,  is guilty of improper  conduct or is not qualified to perform  assigned

3.1.7. Risk of Loss. EMS will provide for all proper safeguards and shall assume
all risk of loss to EMS and its employees incurred in performing  services under
this agreement,

3.1.8.  Insurance.  EMS will bear all  responsibility for insurance coverage for
its employees including: comprehensive liability and worker's compensation


3.2. Within thirty (30) days of completion of training:

3.2.1.  Sales Strategy.  EMS will Develop a European Sales Strategy;  subject to
the final approval of IVT management;

3.2.2.  Standard  Agreements.  EMS will  provide  IVT a sample of its:  standard
Software Licensing Agreement,  OEM Agreement and Intellectual Property Licensing
Agreement for review;

3.2.3.  Communication  Document.  EMS will draft an  introductory  communication
document,  subject to the approval of IVT, to be used to describe IVT's software
products and business opportunity to Targeted Customers;

3.2.4.  Contact List. EMS will access,  search and sort its proprietary database
to arrive at a list of contacts at each target Customer; subject to the approval
of IVT;

3.2.5.   Initial  Contacts.   EMS  will  establish  initial  contacts  with  the

3.3.1.  Within one hundred and twenty (120) days of the  completion  of training
EMS will:

3.3.2.  Targeted Customers.  EMS will Visit the targeted  Customer(s) to further
qualify  their  suitability,  interest,  technical  fit,  authority,  budget and

3.3.3.  Qualified Customers.  EMS will provide IVT a list of qualified Customers
which meet the  criteria  in  3.3.2.;  along with a short  company  profile  and
detailed description of the application and opportunity for IVT;

3.3.4.  European  Business  Trip.  EMS will arrange and  coordinate a round trip
business tour in Europe with a senior executive representative(s) (as defined in
Section 4) for a series of high level technical and commercial  presentations to
qualified Customer(s), as determined by IVT;

3.3.5. Account Responsibility.  Maintain account responsibility from development
to closure leading to technical confirmation by the Customer(s),  through visits
by Customer(s) to IVT facilities;

3.3.6.  Contract  Negotiations.  In  support of IVT  management  and at the sole
discretion  and  direction  of  IVT  management,  EMS  shall  initiate  contract
negotiations with the prospective  Customer(s);  this shall include,  but not be
limited to the  discussion  of business  terms and  conditions  for purchase and
licensing arrangements, where appropriate;

3.3.7. Customer Meetings. Arrange meetings with Customer(s), with or without IVT
management   present,   as  appropriate,   to  conduct  such  negotiations  with
Customer(s) on behalf of IVT;

3.3.8. Project Reports. Provide IVT with project execution reports in writing on
an ongoing basis in the form of a bi-weekly  status report of progress made with
each of the targeted accounts for management use by IVT. A bi-monthly compendium
report will be issued which  includes  details such as  telephone  numbers,  fax
numbers,  email numbers of specific  contacts within each targeted account and a
list of actions developed for each given account.



4.1. Customer  Agreement.  IVT, at its option,  can decide to use or not use the
sample Sales, OEM or Licensing Agreements provided by EMS.

4.2. Software License Agreement:  IVT will supply to EMS (at the written request
of EMS),  within  thirty (30) days of  completion  of training,  a sample of the
Customer  Software  License  Agreement  approved  by IVT to be used in  securing
Customer(s) within the Territory.

4.3 Demonstration products: IVT shall provide, or make available, free of charge
to EMS, Burstware(R) product(s) and three laptop computers,  for the purposes of
demonstration and establishing benchmarks by prospective Customers.

4.4.  Marketing  materials:  IVT shall provide EMS with  suitable  quantities of
documents as agreed during the training to raise interest from Customer(s).

4.5. Technical Support:  IVT shall provide appropriate product technical support
to the Customer(s) identified by EMS, when required.

4.6.  Management  Support:  IVT shall  designate  in writing to EMS a management
employee of IVT who shall  coordinate  with the Project  Director and/or Project
Manager the obligations of each party as to this Agreement

4.7.  Trip(s) to Europe:

4.7.1.  During the  training at IVT  headquarters,  IVT and EMS will  agree,  if
appropriate,  on the  dates  projected  for a first  trip in Europe to visit the
Customer(s)  identified.  These dates can only be changed, or the trip canceled,
in  writing by IVT with a minimum  notice of thirty  (30) days prior to the date
agreed for the trip to start or in a case of Force Majeure.  IVT will require an
acknowledgment   from  EMS  to  such   notification.   EMS  will  generate  this
acknowledgment  within  forty-eight  (48)  hours upon  receipt of  notification.
Should such  cancellation  occur,  EMS  reserves the right to increase the total
contract length by the time lost between the canceled visit and its replacement,
to a maximum of thirty (30) days per  incident  and to invoice IVT for the extra
time and effort.

4.7.2.  Joint  Expenses.  Joint expenses  incurred during the execution of joint
trips, such as meals, entertainment, etc. will be equally shared between EMS and
IVT as appropriate.

4.7.3. Quarterly Visits. IVT agrees that EMS' fee structure budgets a maximum of
one joint IVT visit to Europe every three (3) months.

4.7.4.  Exchange  of  Information.  Client  will  provide  EMS with  information
obtained by IVT during meetings or discussions with  prospective  Customers when
EMS is not present. IVT recognizes that this information may be critical for EMS
to perform its obligations under the terms of this Agreement.


4.8   EMS and IVT's Joint Obligations.

4.8.1.  EMS and IVT will mutually agree on the actual date for initial EMS staff
training and consulting at IVT headquarters;

4.8.2. EMS and IVT will jointly develop the definition of a "Qualified Customer"
and an initial "Targeted Account List"; final approval to be made by IVT.

4.8.3.  EMS and IVT will jointly  develop a "Targeted  Account  List" based on a
minimum deal size; final approval to be made by IVT.


5.       FEES

5.1.  Initial Fee.  IVT shall pay to EMS an Initial  First Month Fee of eighteen
thousand  dollars  ($18,000).  The payment of this Fee is due and payable on the
date this  Agreement is signed by IVT. The Initial Fee shall  represent  advance
payment for EMS' first month of activities.

5.2.  Monthly  Fee.  Additionally,  IVT shall pay to EMS a Monthly Fee of twelve
thousand dollars ($12,000) per month following the first month,  payable monthly
in advance, for a minimum period of five (5) further months.

5.3.  Draw  against  fees.  IVT  shall  also  provide  a  monthly  draw  against
Performance  Fees in the  amount  of six  thousand  dollars  ($6,000)  for the a
minimum  period of five (5) further  months.  This draw will be applied  against
Performance Fees in accordance with Clause 5.6.

5.4. Signing Fee. IVT shall pay EMS a signing fee of $10,000 per revenue bearing
Customer  Agreement  signed as a result of the efforts of EMS (as  determined in
paragraph 5.6).

5.5. Extension.  IVT may extend this Agreement in twelve (6) month segments upon
the same terms and  conditions  herein by confirming  such  extension in writing
thirty (30) days prior to the end of a given term.

5.6.  Performance Fees. IVT shall pay a quarterly  Performance Fee within thirty
(30) days of the end of each quarter,  according to the schedule  below,  on Net
Sales of each Customer  secured through EMS' efforts where EMS has been actively
involved in the selling  process and the Qualified  Customer has appeared on the
IVT  approved  target list and has been  addressed in the EMS  bi-weekly  status
report and the bi-monthly compendium as determined in paragraph 3.3.7.

At the option of IVT,  quarterly  performance  fees can be based on either three
percent  (3%) of net Sales for the first  forty-eight  (48)  months from date of
first invoice or the schedule  below (which is not time  limited)  Either method
can be chosen on a per client basis before contract  negotiations  with a client
are completed:

                  $0   -   $2   Million in net Sales:  6%


                  $2   -   $4   Million in net Sales:  5%
                  $4   -   $6   Million in net Sales:  4%
                  $6   -   $8   Million in net Sales:  3%
                  $8   -   $10  Million in net Sales:  2%
                  $10  -   $12  Million in net Sales:  1%
                  Over     $12  Million in net Sales:  0%

5.7.1. Quarterly Performance Fee Withholding. During the term of this Agreement,
the  payment  of the  Performance  Fees for  each  quarter  shall be made  after
withholding up to fifty percent (50%) of the amount of Performance  Fees due EMS
for that  quarter,  which  withheld  amount shall be applied by IVT as an offset
against the  accumulated  balance of the Monthly draw against  Performance  Fees
paid to EMS. Such  withholding  shall occur in any quarter where the  cumulative
amounts  withheld by IVT,  under this  Agreement,  are less than or equal to the
cumulative Monthly draw amounts paid to EMS under this Agreement.

5.7.2. Buyout Provision.  EMS will negotiate in good faith at or after the final
month of this  Agreement a buyout of any fees due or  anticipated  under  Clause
5.6. based upon best estimate of a present value  analysis of  Performance  Fees
due in the future.

5.8.  Interest On Past Due Amounts.  IVT shall pay on any fees  outstanding from
thirty (30) days of the date of invoice,  an interest  rate of one and  one-half
percent  (1.5%) per  month,  eighteen  per cent  (18%) per annum or the  maximum
interest allowed by law, whichever is the lesser of the two amounts.  Payment of
all fees,  etc.  shall be  remitted  to EMS by check to EMS  Group,  at 111 Pine
Street, Suite 1620, San Francisco, CA 94111.

5.9. EMS Expenses.  EMS shall pay all of its own expenses relating to its duties
in carrying out this Agreement.  These shall include, but not be limited to, all
hotel charges, all airfares,  meals,  accommodations,  communication and mailing

5.9.1. Customs,  Duties, Excise Tax and Insurance.  Exceptional expenses such as
Customs,  Excise Taxes,  Insurance  and  Shipping,  which might be applicable on
marketing materials and/or demonstration/evaluation  products, will be re-billed
to IVT by EMS.  Therefore,  EMS strongly  recommends IVT declare a minimum value
"FOR  DEMONSTRATION  PURPOSE  ONLY"  every time it is  possible on any pro forma

5.9.2.  Termination  Payment.  In the event that IVT desires to  terminate  this
agreement before  completion of the initial six (6) month term,  (unless a major
breach has occurred under  paragraph 7.3. on the Special  Termination  clause in
paragraph  7.5. has been  invoked),  IVT shall owe to EMS any remaining  monthly
fees of twelve  thousand  dollars  ($12,000)  per month for the minimum  monthly
period set forth in Clause 5.2.


6.1  Documentation.  IVT shall  document  purchase  orders  received  from,  and
invoices  sent  to  Customer(s)  originated  by  EMS  in  accordance  with  this
Agreement, on a monthly basis.

6.2. Fee  Certification.  IVT shall,  if EMS deems  necessary,  authorize EMS to
certify  the  Performance  Fee   calculation  at  reasonable   intervals.   This
certification  will be  accomplished


through IVT's  auditor/accountant  or the appointment of an independent auditor.
The third party  performing  the  certification  will verify the accounts of IVT
during normal business hours. The cost of any such  certification  will be borne
by EMS.


7.1.  Term. The Term of this Agreement will be initially six (6) months from the
signing of this  Agreement by IVT.  Earned  Performance  Fees shall  survive the
completion of the term or the  termination  of this Agreement and remain payable
as defined in Clause 5.3. above.

7.2.  Written  Notice.  Either party upon thirty (30) day's prior written notice
following  the  initial  term  and any  extension  thereof  may  terminate  this
Agreement.  In the event that the Agreement is not terminated by either party at
the end of the  initial  term or any  extension  thereof,  the  Agreement  shall
automatically be extended in thirty (30) day periods until a formal  termination
in writing is issued by either party.  In the event of  termination  by IVT, EMS
shall be  entitled  to all  outstanding  Initial  Fees,  Monthly  Fees,  and any
Performance  Fees due to EMS  from IVT for  relationships  secured  through  the
efforts of EMS but signed by IVT within one (1) year of the date that the actual
termination is effective.

7.3.  Material Breach.  EMS or IVT shall be entitled to terminate this agreement
upon either  parties  breach of a material  provision of this  Agreement,  which
breach has not been  cured  within  Forty - five (45) days of the non  breaching
party giving written notice of such breach.

7.4.  Force  Majeure.  Nonperformance  by either  party  shall be excused to the
extent  that  performance  is  rendered  impossible  by  strike,   fire,  flood,
earthquake,  governmental acts or orders or restrictions,  failure of suppliers,
or any other  reason  where  failure to perform  is beyond the  control  and not
caused by the  negligence of the  non-performing  party;  provided that any such
nonperformance shall not be cause for termination of this Agreement by the other
party if the nonperformance continues for more than forty - five (45) days.

                                  GENERAL TERMS


8.1. Information and Material.  EMS agrees that information or material received
by EMS, its  employees,  agents,  and or  consultants is to be held in strictest
confidence  and not revealed to others  without prior written  consent from IVT.
This obligation of EMS will survive termination or expiration of this agreement.

8.2. Copyright and Trademark.  EMS recognizes that the IVT name and products are
copyrighted and trademarked and agrees to sign a  confidentiality  agreement and
cause the same  confidentiality  agreement to be signed by any employee,  agent,
consultant  or OEM involved  within this  agreement.  The parties agree that all
confidential  information  held by the other at the time of  termination of this
agreement shall be returned immediately to its owner.



9.1.  Change in  Ownership.  This  Agreement  shall be binding on and be for the
benefit of EMS and IVT and their successors and/or assignees.  IVT shall, within
thirty (30) days,  notify EMS of any change in ownership (i.e.,  control) of IVT
and IVT  agrees  to  exercise  its  right  to buy out  the  Performance  Fees in
accordance  with the terms in Clause 5.6 of this  Agreement.  EMS shall,  within
thirty (30) days, notify IVT of any change in ownership of EMS.

9.2. No Assignment.  Neither party may assign this  Agreement  without the prior
written consent of the other party, which will not be unreasonably withheld.

9.3.  Delegation  of  Duties.  Not  withstanding  the  foregoing,  EMS shall not
delegate its obligations to any person without the express prior written consent
of IVT, which consent may be refused for any reason or no reason;  however,  EMS
may use such employees,  agents, and contractors as is reasonable and customary,
provided that a senior EMS employee  shall be actively  engaged and  supervising
all  services  hereunder.  The sale or transfer of more than 50% of the value or
voting  control  of EMS shall be  treated  as an  assignment  of this  Agreement
requiring such consent by IVT.


10.1. No Recruitment. Both EMS and IVT hereby agree not to attempt to employ the
employees  of each other during the term of this  Agreement  and for a period of
six (6) months after the  termination of this  Agreement.  In the event that any
employment  does occur during the period set forth herein,  the said party shall
be liable for a sum  consisting  of six (6) month's  total target  salary of the
employee so hired, at the current rate applicable to the employee at the time of
the employee's resignation or re-employment.

10.2.  Personnel  Changes.  EMS agrees to notify IVT in advance of any change in
the key personnel  assigned to perform the obligation of EMS  hereunder,  and no
such  change  will be made  without  the prior  consent  of IVT,  which will not
unreasonably be withheld.


This Agreement shall be governed by and construed under the laws of the State of
California without regard to choice of law principles. The sole jurisdiction and
venue for actions  related to the subject  matter  hereof  shall be the state of
California and Federal  District Courts of the Northern  District of California,
located in San  Francisco,  California.  Both  parties  consent to the  personal
jurisdiction  of such courts and agree that  process may be served in the manner
provided herein for giving of notices or otherwise as allowed by law.

12.      PUBLICITY

12.1.  Press  Release.  At its sole  discretion,  IVT will make,  in good faith,
efforts to mention EMS in press  releases it issues which  announce a successful
conclusion of business that resulted from the efforts of EMS as a result of this


12.2.  Customer  Announcements.  With the approval of the  Customer(s)  IVT will
authorize EMS to announce  successful  business  relationships that results from
the  efforts of EMS.  IVT shall have final  approval  of any  publicity  of such
successful completion of business announced by EMS.

13.      NOTICES

Any notice  required or  permitted  under the terms of this  Agreement  shall be
effective  on: (a) personal  delivery ten (10) days [or fifteen (15) days in the
case of international  correspondence] after mailing,  certified, return receipt
requested,  addressed and postage prepaid to the addresses appearing on the face
page of this Agreement;  (b) facsimile  transmission  using means  calculated to
reasonably  verify the successful  transmission of the notice shall be effective
on transmission, if followed within one business day by mailing in the foregoing
manner;  (c) International air courier with proof of delivery shall be effective
on delivery to the specified  address.  Either party may change the addresses by
giving the other party notice complying with this section.


14.1.  Arbitration.  In the event of a difference of opinion or dispute relating
to any aspect of this Agreement, the Parties shall first attempt to resolve such
differences  by good faith  negotiation.  If such  negotiation  fails to reach a
mutually  agreed  resolution,  either Party may initiate a mediation  proceeding
using a single mediator appointed by the American Arbitration Association in San
Francisco,  California.  Each Party agrees to devote at least eight  consecutive
business hours of a senior executive to such mediation proceeding.

14.2.  Litigation.  In the event mediation is not successful each party shall be
free to pursue its remedies at law.

14.3.  Attorneys'  Fees. The prevailing party in any legal action brought by one
party against the other and arising out of this Agreement shall be entitled,  in
addition to any other rights and remedies it may have, to reimbursement  for its
expenses, including court costs and reasonable attorneys' fees.


15.1.  Entire  Agreement.  This  Agreement  sets forth the entire  agreement and
understanding  of the parties  relating to the subject  matter herein and merges
any prior  discussions  between  them. No  modification  of or amendment to this
Agreement, nor any waiver of any rights under this Agreement, shall be effective
unless in writing signed by the parties.

15.1.  Waiver.  No waiver of any term or  condition of this  Agreement  shall be
valid or binding  on either  party  unless  the same  shall  have been  mutually
assented to in writing by both  parties.  The failure of either party to enforce
at any time any of the provisions of this  Agreement,  or the failure to require
at any time  performance  by the other  party of any of the  provisions  of this
Agreement, shall in no way be construed to be a present or future waiver of such
provisions,  nor in any way effect the ability of either  party to enforce  each
and every such provision thereafter.


15.2.  Partial  Invalidity.  If any  provision  of this  Agreement is held to be
invalid,  then the remaining  provisions shall nevertheless remain in full force
and effect,  and the invalid or  unenforceable  provision shall be replaced by a
term or  provision  that is valid and  enforceable  and that  comes  closest  to
expressing the intention of such invalid or unenforceable term or provision.

15.3.  No Agency.  The  parties  hereto  are  independent  contractors.  Nothing
contained herein or done in pursuance of this Agreement shall constitute  either
party the agent of the other party for any  purpose or in any sense  whatsoever,
or constitute the parties as partners or joint ventures.

 [The remainder of the page has been left blank and the signature page follows]


IN WITNESS HEREOF,  the undersigned  have executed this Service  Agreement as of
the 18th day of March, 1999.

Agreed By:

Instant Video Technology, Inc.              The EMS Group

/s/ Richard Lang                            /s/ Carter F. Alexander
-------------------                         -----------------------
Richard Lang                                Carter F. Alexander
Chaiman and CEO                             President

3-17-99                                     3/18/99
-------------------                         -------------------
Date                                                 Date

                                                     /s/ D. M. Smith

                                                     D. M. Smith
                                                     Director, EMS Group

                                                     18 March 1999