Master Distribution and Partnership Agreement - E-City Software Inc. and Orion Technology Inc.
Master Distribution and Partnership Agreement
This Agreement is entered into this 12th day of September 2001 by and between
E-City Software, Inc., a Nevada corporation ("E-City")
and Orion Technology Inc., an Ontario, Canada corporation ("Orion").
Preamble
E-City is a software development company specializing in interactive city maps
for the Internet. Orion is a Geographic Information Systems (GIS) consultancy
that specializes in developing Internet Applications that incorporate Web-GIS.
E-City has developed a 3D mapping technology for depicting cities on the
Internet and on CD ROM ("3D Technology"), including without limitation its 3D
Technology product known as 3D CityMap. The two parties wish to jointly market
this 3D Technology across Ontario, Canada and the Gulf States, which consist of
Oman, Qatar, Kuwait, United Arab Emirates, Bahrain and Saudi Arabia.
1. Distributor. E-City desires to appoint Orion and Orion accepts
appointment hereby as E-City's Sole and Exclusive Distributor ("Sole
Distributor") in Ontario, Canada and the Gulf States. Sole Distributor shall
mean that Orion shall be the only party able to distribute any E-City products
("Products") in the Field of Ontario, Canada and the Gulf States. This Sole
Distributor in the Field means that Orion shall be the only distributor for
E-City products for (1) sales in the Field; (2) sales to companies or subsidiary
or branch offices located in the Field for use primarily or exclusively in the
Field market; (3) sales to any company where the license or sale of the product
is intended exclusively or primarily for a business or consumer audience in the
Field; (4) any sale which permits the resale of the Product under any
circumstance noted in subsections 1-3 above. In addition, any sales outside the
Field which E-City consents to let Orion make on a non-exclusive basis shall be
considered sales in the Field only for the purpose of the section entitled
Revenue Share below.
2. Pricing. Orion shall offer the Products for sale pursuant to the most
current retail prices supplied by E-City to Orion in writing by E-City from time
to time ("Price List") and shall not deviate in any way from the Price List
without the express written permission of E-City. An initial price list and all
further price lists inclusive of the payment terms shall be drawn up jointly by
the parties. The current price list is Schedule A attached to this Agreement.
Payment terms that vary at all from the permitted payment terms for customers
supplied in writing by E-City to Orion ("Payment Terms") shall also be approved,
in advance and in writing, by E-City. E-City undertakes to decide on any
proposal made by Orion for a price quotation to customers within three working
days from the receipt thereof and to inform Orion of the decision in writing.
<PAGE>
3. Revenue Share. For any sales of any Products in the Field, Orion shall
receive 30% of the pre-tax amounts received for such sales when actually
collected from the customer and E-City shall receive the remaining 70% of the
pre-tax amount. Orion will forward the applicable taxes (P.S.T and G.S.T) to the
appropriate government authorities. Any refunds or returns shall be repaid to
the customer by each party according to the above percentage. In the case of a
sale outside the Field which involves the use of Products which were jointly
developed by Orion and E-City or which involves the licensing of Products which
were created for customers in the Field or which involve cities in the Field,
Orion shall receive 30% of any revenue derived from such a license or use which
would be attributable to the Products from the Field. In the event that
ascertaining the revenue attributable to products in the Field is unclear by the
terms of a license or use, and the parties cannot agree on a methodology for
such attribution, then the percentage of revenue attributable to the Field shall
be no less than 15% of the licensing revenue from any license or use which
involves Products in the Field ("Additional Revenue").
4. Costs and Expenses. Each party shall bear its own costs and expenses in
connection with the negotiation, implementation and performance of this
Agreement and neither party shall be obligated to reimburse the other party for
any expenses incurred in connection with the performance of this Agreement.
Specifically and without limitation, each party shall bear its own costs and
expenses incurred in connection with performance of the activities to which the
respective party is obliged pursuant to the schedule of services as described in
Schedule B hereto. Provided, however, that E-City agrees to reimburse Orion for
up to $100,000 CDN in actual amounts scheduled to be spent in furtherance of
Schedule B, such sums to be delivered to Orion , 50% in cash and remaining 50%
in cash or marketable securities at E-City's option, no later than 120 days from
the execution of this Agreement.
5. Term. The Term of this Agreement shall be five years, provided however
that for any sales in the Field that occur during the Term of this contract,
Orion shall continue to receive the revenue share percentage described in
Section 3 as long as such customers continue to purchase or License any products
from E-City. However, the Additional Revenue shall not continue beyond the Term
unless this Agreement is renewed for a further mutually agreed Term.
6. Exclusivity. In the event that Orion fails to secure at least $100,000
CDN in Sales or Sales in this amount secured by appropriate contracts (the
aggregate payment amounts of contracts over their term) by the 12 month
anniversary of the date hereof, then E-City may, at its option, seek other
distributors in the Field and Orion would no longer be the Sole and Exclusive
Distributor in the Field. Expiration of this Agreement will not affect the
validity of any license sold to customers.
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7. No Interference. Both parties agree that they shall do nothing to
interfere with any partnership, financing, or sale of the other party's company,
and shall sign all instruments and give all consents necessary to the same,
provided that any new controlling shareholder, acquirer, successor in interest,
etc. shall be obligated to fulfil the commitments contained herein. The rights
and responsibilities contained herein shall be fully transferable and
assignable, unless specifically prohibited herein, though such assignment or
transfer shall not relieve either party for any responsibility hereunder.
8. Miscellaneous. This contract shall be constructed under the laws of the
Province of Ontario, Canada. No modification of the agreement and no subsidiary
agreement shall be effective unless made in writing.
9. Severability. If any provision of this Agreement is found invalid or
unenforceable the other provisions of this Agreement will remain in full force
and effect. The parties agree to replace the invalid or unenforceable provision
with a valid one which comes as close as possible to the economic intent of the
replaced provision.
Accepted and Agreed to this...
Orion Technology Inc., an Ontario corporation
X /s/ Shafik Jiwani September 12, 2001
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Shafik Jiwani, Vice-President Date
Accepted and Agreed to this ...
E-City Software, Inc., a Nevada corporation
X /s/ Anis Jessa September 12, 2001
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Anis Jessa, Chief Executive Officer Date
<PAGE>
Schedule A
This Schedule is in accordance with the terms and conditions of Master
Distribution and Partnership Agreement signed between Orion Technology Inc.
(Orion), and E-City Software, Inc. (E-City).
1. Orion shall have the discretion to sell the E-City "3D Technology" (3D
CartoGRAPHICS) product to any municipality for a monthly license amount of no
less than $2000 CDN per month, for cities of up to population 250,000 and for a
term of no less than one year. For larger cities, Orion should consult with
E-City.
2. Orion will communicate with the client and arrange for client to sign a
license agreement with E-City.
X /s/ Shafik Jiwani September 12, 2001
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Shafik Jiwani, Vice-President Date
Accepted and Agreed to this ...
E-City Software, Inc., a Nevada corporation
X /s/ Anis Jessa September 12, 2001
----------------------------------- --------------------
Anis Jessa, Chief Executive Officer Date
<PAGE>
Schedule B
This Schedule is in accordance with the terms and conditions of Master
Distribution and Partnership Agreement signed between Orion Technology Inc.
(Orion), and E-City Software, Inc. (E-City).
Responsibilities:
Orion's responsibilities are:
Hire, supervise and support one full-time marketing person who sells E-City
products. This person shall be given office space, telephone, normal employee
benefits and have their reasonable travel expenses for sales supplied by Orion.
Orion shall field all calls regarding E-City products from customers in the
Field.
Shafik and Zul Jiwani, and other Orion personnel as necessary, shall contribute
the time and management skills necessary to advance the goals of the Agreement
without additional compensation.
Zul Jiwani will travel to the Middle East and make efforts to sell the product
in that region.
To support customers during and after installation of the product.
E-City's responsibilities are:
To contribute payments referred to in Section 4 of the Agreement.
To respond promptly to pricing requests from Orion.
To deliver customer orders to Orion in a prompt and workman like fashion.
To refer all sales inquiries in the Field to Orion.
To provide Orion with updated "3D Technology" (3D CartoGRAPHICS) data annually,
for each client in the Field. Such updated data will be provided for all
clients on September 1st of each year according to the following procedures:
- If Agreement with Client for licensing "3D Technology"
(3D CartoGRAPHICS) is dated April 1st or earlier then E-City will
provide first update on September 1st the same year and subsequent
updates on September 1st every year during the period that the
Agreement remains in force. However, if Agreement is dated after April
1st then E-City will provide first update on September 1st the
following year and subsequent updates on September 1st every year
during the period that the Agreement is in force.
- To enable E-City to develop updated "3D Technology" (3D CartoGRAPHICS)
data for a client, Orion will obtain a copy of latest parcel fabric and
street network data from the client, by June 1st, and deliver it to
E-City. E-City will schedule its staff to visit client site and
acquire all necessary imagery and associated data required to develop
and deliver new updated "3D Technology" (3D CartoGRAPHICS) data.
- E-City will deliver new updated "3D Technology" (3D CartoGRAPHICS) data
(covering complete geographic area of the client) for each client on
September 1st of each year.
- E-City will bear all costs associated with developing and delivering
updates.
X /s/ Shafik Jiwani September 12, 2001
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Shafik Jiwani, Vice-President Date
Accepted and Agreed to this ...
E-City Software, Inc., a Nevada corporation
X /s/ Anis Jessa September 12, 2001
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Anis Jessa, Chief Executive Officer Date