Sample Business Contracts

Manufacturer's Representative Agreement - Marketlink Technologies LLC and Mangosoft Inc.

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                          MARKETLINK TECHNOLOGIES, LLC


                                 MANGOSOFT, INC.

         This Manufacturer's Representative Agreement (this "Agreement"), dated
as of the date specified on the signature page hereto, is made by and between
Marketlink Technologies, LLC (hereinafter referred to as "Marketlink"), with its
principal office located at: 24404 Catherine Road, Suite 300, Novi, MI 48375 and
MangoSoft, Inc. (hereinafter referred to as "Company"), with its principal
office located at 1500 West Park Drive, Suite 190, Westborough, MA 01581.

         WHEREAS, Company desires to retain Marketlink, and Marketlink desires
to be retained as Company's sales representative for the products and
territories identified below, all on the terms and conditions set forth in this

         NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, each of the parties hereto intending to be legally bound, it
is agreed as follows:


    A.   "Products" shall mean the Company's products set forth on Exhibit A of
         this Agreement.

    B.   "Territory" shall mean those geographical areas set forth in Exhibit B
         of this Agreement.

    C.   "Customer" shall mean any traditional Reseller, VAR, System Integrator
         or pre-approved distributor of Products in the Territory.

    D.   "House Accounts" shall mean those accounts in the Territory for which
         sales are non-commissionable. Customers designated by Company as House
         Accounts are listed in Exhibit C of this Agreement and may be added to
         or modified from time to time by Company at its sole discretion. In the
         event that a Customer is designated as a "House Account" subsequent to
         the date hereof, commissions for all such Customers shall be payable to
         Marketlink for sixty (60) calendar days following the "House Account"
         designation in accordance with this Agreement.

    E.   "Net Invoice Price" shall mean the total price at which an order is
         invoiced to the customer prior to any discount offered by Company in
         compensation for early payment. Excluded from the net invoice price are
         all shipping and mailing costs, duties, taxes, and insurance, and


         adjustments granted to the Customer by Company as shown on the face of
         the invoice.


    A.   Subject to the terms and conditions of this Agreement, Company appoints
         Marketlink as its designated selling agent for the Products to
         Customers in the Territory, and Marketlink accepts the appointment and
         agrees to sell and promote the sale of the Products. Company agrees
         that it shall not engage, designate or appoint any nationwide
         manufacturer's representative organization other than Marketlink during
         the term of this Agreement.

    B.   For sales to any Customer within the Territory, Company shall pay to
         Marketlink a commission in accordance with Section 3 below.

    C.   Marketlink shall neither advertise the Products outside the Territory
         nor solicit orders from outside the Territory without the prior written
         consent of Company.

    D.   The relationship of Company and Marketlink established by this
         Agreement is that of independent contractors, 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, (ii)
         constitute the parties as partners, joint ventures, co-owners or
         otherwise as participant in a joint undertaking, or (iii) allow
         Marketlink to create or assume any obligation on behalf of Company for
         any purpose whatsoever. All financial and other obligations associated
         with Marketlink's business are the sole responsibility of Marketlink.


    A.   As full payment for any and all services rendered by Marketlink and in
         consideration of the effort of Marketlink and all of the expenses
         incurred by Marketlink, Company agrees to pay to Marketlink, and
         Marketlink agrees to accept, commissions on sales of the Products to
         Customers which shall be calculated as set forth in Exhibit D.

    B.   The commission shall apply to all orders, with the exceptions as
         specified in Exhibit D, from all Customers in the Territory that have
         been accepted by Company and which shipments have occurred.

    C.   In no case will any compensation paid to Company employees be deducted
         from commissions due Marketlink.

    D.   Commissions will be paid on or before the 15th day of the following
         month in which the Product was invoiced.

    E.   Company shall have the absolute right to chargeback commissions on all
         shipments not paid by an authorized Customer over ninety (90) days past
         the invoice date, provided Company re-credits Marketlink for the
         appropriate commission applied to actual partial or full payments, less
         fees incurred in the process of collecting the payments, subsequently
         received from the authorized Customer.


    F.   Company reserves the right to chargeback (debit) the full amount of
         paid commissions on products returned by customer to Company for

    G.   PAYMENT: Payment of commissions shall be in United States dollars and
         shall be subject to all applicable governmental regulations and
         rulings, including the withholding of any taxes required by law.

    H.   MONTHLY STATEMENTS: Company shall submit to Marketlink monthly
         statements of the commissions due and payable to Marketlink under the
         terms of this Agreement, with reference to the specific Customers on
         which the commissions are being paid.


    A.   All sales shall be at prices and upon terms established by Company and
         Company shall have the right to establish, change, alter, or amend
         prices and other terms and conditions of sale in its sole discretion.
         Marketlink shall not accept orders in Company's name, make price
         quotations or delivery promises without Company's prior approval. To
         the extent practicable and applicable, Marketlink shall cause each
         Customer to execute the Company's standard form of Value Added Reseller
         Agreement, a copy of which is attached hereto as Exhibit E. Marketlink
         shall use its best efforts to protect and keep confidential the
         Company's trade secrets, copyrights, patents, technology and know-how
         associated with the Products.

    B.   All orders obtained by Marketlink shall be subject to acceptance by
         Company at its principal office currently located at the address listed
         for Company at the beginning of this Agreement, and all quotations by
         Marketlink shall contain a statement to that effect. Marketlink shall
         have no authority to make any acceptance/delivery commitments to any
         Customers. Company shall send copies to Marketlink of any written
         acceptances on commissionable orders. Marketlink shall provide the
         Company with its web reporting software in accordance with Exhibit F

    C.   Company shall have the sole right of credit approval or credit refusal
         for Customers in all cases.

    D.   Company shall render all invoices directly to the Customers. Invoice
         payments shall be made directly to Company by Customers.

    E.   It is expressly understood by Marketlink that full responsibility for
         all collection rests with Company.

    F.   Company shall furnish Marketlink, at no expense to Marketlink, samples,
         catalogues, literature and any other material necessary for the proper
         promotion and sales of its products in the territory.

    G.   Company agrees to provide Marketlink with no-value samples of the
         Products as reasonably requested by Marketlink.



    A.   Any warranty for the Products shall run directly from Company to the
         Customer, and pursuant to the warranty the Customer shall return any
         allegedly defective Products to Company or designated depot. Marketlink
         shall have no authority or responsibility to accept any returned

    B.   Under no circumstances shall Company be responsible to Marketlink or
         any other party for its failure to fill accepted orders, or for its
         delay in filling accepted orders, when such failure or delay is due to
         any cause beyond Company's reasonable control.


    A.   Marketlink shall maintain sales offices in its assigned Territory and
         shall use its best efforts and devote such time as may be reasonably
         necessary to sell and promote the sale of Company's Products within the

    B.   Marketlink will conduct all of its business in its own name and in such
         manner as it may see fit. Marketlink will pay all expenses of its
         office and activities and be responsible for the acts and expenses of
         its employees. It will be Company's responsibility to provide resellers
         with more extensive technical training seminars, technical written
         support materials, and a reseller technical support hot line to explain
         to Customer's sales staff differences between Company products and
         competitive products. Company agrees to train and educate Marketlink's
         customer service personnel to the extent necessary to effect the
         purposes of the Agreement.

    C.   Marketlink shall not, without Company's prior written approval, alter,
         enlarge, or limit orders, make representations or guarantees concerning
         Company's Products or accept the return of, or make any allowance for
         such Products.

    D.   Marketlink agrees that, during the term of this Agreement, it will not
         promote or offer to sell any goods which are competitive with or
         substantially similar to the Products listed in Exhibit A unless agreed
         upon beforehand, in writing, by both parties.


    Marketlink recognizes and concedes for all purposes that all trademarks,
    trade names, or identifying slogans affixed to the Products or any
    accompanying labels, containers, and cartons, whether or not registered,
    constitute the exclusive property of Company and cannot be used except in
    connection with promoting and selling Products. During the term of this
    Agreement, Marketlink is authorized by Company to use Company's trademarks
    and logo in connection with Marketlink's promotion of Company products and
    public relations announcements, provided that Marketlink's use of such
    trademarks and logo shall be in accordance with Company's policies from time
    to time communicated to Marketlink. Marketlink shall have no interest in
    such trademarks or logo except


    as herein expressly provided, and Marketlink's use of such trademark and
    logo shall cease immediately upon termination or expiration of this


    A.   Company shall be solely responsible for the design, development,
         supply, production, and performance of its Products and the protection
         of its tradenames. Company agrees to indemnify and hold Marketlink
         harmless against and to pay all losses, costs, damages and expenses
         whatsoever, including reasonable attorney fees, which Marketlink may
         sustain or incur on account of infringement or alleged infringement of
         patents, trademarks, or tradenames, resulting from the sale of
         Company's Products, or arising on account of warranty claims or product
         liability matters. Marketlink will promptly deliver to Company any
         notices or papers served upon it in any proceeding covered by this
         indemnity, and Company will defend same at its expense. Marketlink
         shall, however, have the right to participate in the defense at its own

    B.   Marketlink shall be solely responsible for, and shall indemnify and
         hold Company free and harmless from, any and all claims, damages or
         lawsuits (including Company's attorney's fees) arising out of the acts
         of Marketlink, its employees or its agents. Company will promptly
         deliver to Marketlink any papers served upon it in any proceeding
         covered by this indemnity, and Marketlink will defend same at its
         expense. Company shall, however, have the right to participate in the
         defense at its own expense.


    A.   This Agreement shall be effective on the day of August 1, 2000, and
         shall continue until July 31, 2001. It shall automatically be renewed
         from year to year thereafter unless terminated by either party upon
         ninety (90) days written notice to the other by registered or certified
         mail prior to the end of the initial term of this Agreement, or any
         renewal term.

    B.   Termination for Convenience: This Agreement may be terminated by either
         party for any reason at any time by giving the other party written
         notice ninety (90) days in advance. After the first year of service, if
         Company terminates Marketlink under this clause Marketlink will be
         entitled to a termination settlement of one month's compensation beyond
         90 days period (based on the average monthly commission of the twelve
         full months prior to the termination notice plus any applicable
         retainer) for each year or fraction thereof of representing Company.

    C.   Termination for Cause: If either party defaults in the performance of
         any provision of this Agreement, then the non-defaulting party may give
         written notice to the defaulting party that if the default is not cured
         within thirty (30) days, this Agreement will be terminated. If the
         default is not cured in the good faith judgment of the party providing
         such notice, this Agreement shall automatically terminate at the end of
         that period. In


         addition, within three (3) months of the date hereof, the parties
         hereto shall amend this Agreement by adding an Exhibit G hereto, such
         exhibit to specify a mutually agreed upon revenue forecast in respect
         of the sales by Marketlink to Customers for the remainder of the
         initial one-year term of this Agreement. If, after the execution of
         such amendment (or any subsequently agreed upon revenue forecast),
         Marketlink is unable to meet the revenue targets specified in such
         Exhibit G, the Company may terminate this Agreement upon thirty (30)
         days' written notice to Marketlink. The parties hereto shall
         subsequently amend such Exhibit G prior to the anniversary of the date
         hereof (and each succeeding anniversary thereafter).

    D.   Termination for Insolvency: This Agreement shall terminate, without
         notice, (a) upon the institution by or against either party for
         insolvency, receivership or bankruptcy proceedings, (b) upon Marketlink
         making an assignment for the benefit of creditors, or (c) upon
         Marketlink dissolution.

    E.   Sale of company's business: In the event Company sells or otherwise
         disposes of its stock or assets, or merges or reorganizes Company in a
         manner which affects the production or sale of the Products being
         promoted and sold by Marketlink, or in the event Company changes the
         legal structure of its business entity, Company shall pay Marketlink
         commissions for all orders booked through the end of the notice period
         as provided in this Agreement, regardless of whether or when shipped by
         Company or its successor or acquirer.


    Upon termination of this agreement for any reason, Marketlink shall be
entitled to:

    A.   Commissions on all orders calling for shipment to Customers into
         Marketlink's Territory which are dated or communicated to Company prior
         to the effective date of termination, regardless of when such orders
         are shipped.

    B.   Any partial termination of territory or products will be subject to the
         same terms and conditions as if the entire agreement were terminated.


    This Agreement constitutes the entire understanding of the parties; shall
supersede any other oral or written agreements; and shall be binding upon and
inure to the benefit of the parties' successors and assigns. It may not be
modified in any way without the written consent of both parties. Marketlink
shall not have the right to assign this agreement in whole or in part without
Company's written consent.



    This Agreement shall be interpreted according to the laws of the State of
Michigan without reference to its rules regarding conflicts of laws.


    Each of the parties hereto irrevocably consents to the exclusive
    jurisdiction of the courts of the State of Michigan, and of any federal
    court located in the State of Michigan, in connection with any action or
    proceeding arising out of or relating to, or a breach of, this Agreement, or
    any document or instrument delivered in connection with this Agreement.


    IN WITNESS WHEREOF, the parties hereto have executed this Manufacturer's
Representative Agreement as of the date specified below.


    By:/s/ Robert E. Parsons           By:/s/ Daniel Dempsey
       ------------------------------     ------------------------------
       Print name: Robert E. Parsons      Print name: Daniel Dempsey
       Title: VP, CFO                     Title: President

    Date: July 5, 2000


                                    EXHIBIT A


CacheLink and any successor versions of such software.


                                    EXHIBIT B


Marketlink's normal sales coverage territory is the entire United States of


                                    EXHIBIT C


Ramp Networks
3100 De La Cruz Boulevard
Santa Clara, CA 95054

2200 Mission College Boulevard
Santa Clara, CA 95052

US Online
25 N. Wenatchee Avenue
Suite 207B
Wenatchee, WA 98801

3Com Corporation
5400 Bayfront Plaza
Santa Clara, CA  95052-8145

Hewlett Packard Corporation
3000 Hanover Street
Palo Alto, CA  94304-1185


                                    EXHIBIT D


    Marketlink shall be entitled to receive commissions on all Products sold to
    Customers in the Territory, excluding sales made to House Accounts. 100% of
    commissions for commissionable sales to Customers shall be earned when the
    Product is shipped and invoiced by Company.

    Marketlink shall receive a commission equal to 5% of net sales to Customers.

    In addition, Company agrees to pay a baseline sales retainer of $55,000 per
    month. The sales retainer amount is due and payable on the 15th of the month
    invoiced. Based on a August 1, 2000 launch, the first payment would be due
    August 15, 2000.

    From time to time during the term of this Agreement, Company may agree to
    provide bonuses to Marketlink for sales of Products to designated accounts
    or for achieving predetermined sales targets by region. The sales targets in
    respect of such bonuses shall be agreed upon in writing in advance by the
    Company and Marketlink. When Marketlink earns such bonuses, bonuses will be
    paid at the time of payment of usual commissions for the Products sold.


                                    EXHIBIT E

Form of Value Added Reseller Agreement


                                    EXHIBIT F


    Marketlink has developed a web-based reporting system that allows the
    individual sales people to provide timely feedback to the Marketlink
    manufacturers. Marketlink shall provide this reporting system to the Company
    at no additional cost.