TECHNOLOGY CHANNEL MANAGEMENT AGENT AGREEMENT

WesT CoasT AssisT – Channel Management Agent Agreement

Channel Agent Agreement

between

xxxxxxxxxxxxxxx

and

WesT CoasT AssisT (WCA)

ARTICLE 1: PARTIES AND TERM OF AGREEMENT

1.01. This Agreement is entered into by and between xxxx a company (hereinafter "Client") and WesT CoasT AssisT (WCA), (hereinafter "Channel Agent") - a partnership. This Agreement will become effective from this day for (6) or (12) months until this Agreement has been completed.

ARTICLE 2: SERVICES TO BE PERFORMED BY CHANNEL AGENT

2.01. The  Channel Agent agrees to provide the following Western Australian channel services:

Regular sales visits to current Client’s channel accounts to provide:

• Presentations
• Sales promotions
• Sales training, motivation and support
• Building trust and commitment
• Open communications
• Product launches
• Follow-up sales leads
• Feedback on sales
• Joint customer sales visits
• Involvement in customer seminars
• AssisTing with e-commerce strategy
• Promoting the client's sales business and services
• Feedback on general sales issues and competition
• Managing inter-channel sales conflict
• Solving sales disputes to mutual benefit of all parties
• Details of sales time and monthly action taken with each partner
• Adding, renewing and terminating slaes accounts on request
• Collection of outstanding sales accounts

2.02. Channel Agent will determine the methods, details, and means of performing the above services, unless detailed by the Client.

2.03. Channel Agent enters into this Agreement, and will remain throughout the term of this Agreement, as an independent Channel Agent. Client agrees that Channel Agent is not and will not become an employee, partner, or principal of Client while this Agreement is in effect. Channel Agent is not entitled to the rights or benefits afforded to Client’s employees, including disability or unemployment insurance, worker’s compensation, medical insurance, sick leave, or any other employment benefit.  Channel Agent is responsible for providing the Channel Agent’s own expenses for Channel Agent work completed within 60km of the Perth CBD, disability, unemployment, worker’s compensation, and other insurance, training, permits, and licenses for Channel Agent and Channel Agent’s employees and subcontractors, if any.

2.04. Channel Agent is responsible for paying when due: all income taxes, including estimated taxes and GST, incurred as a result of the compensation paid by the Client to Channel Agent for services under this Agreement. Channel Agent agrees to indemnify Client for any claims, costs, losses, fees, penalties, interest, or damages suffered by Client resulting from Channel Agent’s failure to comply with this provision.

2.05. Channel Agent may, at Channel Agent’s expense, use any employees or subcontractors as deemed necessary to perform the services required by this Agreement. Client shall not control, direct, or supervise the Channel Agent’s employees in the performance of those services.

ARTICLE 3: COMPENSATION

3.01. As compensation for the services rendered for under this Agreement, Client shall pay Channel Agent a flat fee inclusive of all reasonable expenses excluding GST, payable one (1) month in advance for working in a 60 km radius of Perth Central Business District: Visits outside this area are negotiable:

Six (6) month Agreement.

Channel Agent’s fee for services is four thousand five hundred and sixty dollars Australian ($4,560) per month. This includes 48 hours work per month. Any additional hours per month will be charged at $95 per hour.

Twelve (12) month Agreement.

Channel Agent’s fee for services is three thousand six hundred dollars Australian ($3,600) per month. This includes 48 hours work per month. Any additional hours per month will be charged at $75 per hour.

Available working hours are from 6 a.m. to 6 p.m. Western Standard Time.

ARTICLE 4:BUSINESS EXPENSES

4.01. It is recognized and agreed that in connection with the services to be performed for Client, the Channel Agent may be obligated to expend money for travel or other business expenses. Channel Agent shall be solely liable and responsible for payment of same, and shall indemnify and hold Client harmless from claims made by any entity for payment for such expenses incurred while working in a 60 km radius of Perth Central Business District.

ARTICLE 5: PROPERTY RIGHTS OF THE PARTIES

5.01.

(a) All records of the accounts of customers of Client, of any nature, whether existing at the time of this Agreement, procured through efforts of Channel Agent, or learned by Channel Agent from any other source, and whether prepared by Channel Agent or otherwise, shall be the property of Client.

(b) All books and records utilized by Channel Agent in performing Channel Agent’s duties under this Agreement shall be immediately returned to Client by Channel Agent on any termination of this Agreement, whether or not any dispute exists between the Client and Channel Agent at, regarding and/or following the termination of this Agreement.

5.02. Channel Agent agrees that names and addresses of Client’s customers constitute trade secrets of Client and that the sale of unauthorized use or disclosure of any of Client’s trade secrets obtained by Sales Agent during the term of this Agreement constitutes unfair competition. Channel Agent agrees and promises not to engage in any unfair competition with Client. For a period of twelve (12) months immediately following the termination of this Agreement, Channel Agent shall not directly or indirectly make known to any person, firm, company or corporation the names or addresses of any of the customers of Client or any other information pertaining to them, or call on, solicit, take away, or attempt to call on, solicit or take away any of the customers of Client on whom Channel Agent called on or with whom Channel Agent became acquainted with, or the names and addresses of which Channel Agent learned, saw, or became familiar or acquainted with, during the term of this Agreement, either on behalf of Channel Agent, or any other person, firm, company or corporation.

5.03. During the term of this Agreement, Channel Agent will have access to and become acquainted with various trade secrets, consisting of formulas, patterns, devices, secret inventions, processes, and compilations of information, records, and specifications, all of which are owned by Client and regularly used in the operation of Client’s business.

All files, records, documents, drawings, specifications, equipment, and similar items relating to business of Client, whether or not they contain or constitute trade secrets owned by Client, are and shall remain the exclusive property of Client and shall not be removed from the premises of Client under any circumstances whatsoever without the prior written consent of Client.

Channel Agent shall not misuse, misappropriate, or disclose any of the trade secrets described herein, directly or indirectly, or use them in any way, either during the Agreement or at any time thereafter.

5.04. During the term of this Agreement, Channel Agent shall not, directly or indirectly, either as a Contractor, Client, consultant, agent, principal, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in a any business that is in competition in any manner whatsoever with the business of Client.

ARTICLE 6: GENERAL PROVISIONS

6.01. Entire Agreement: This Agreement supersedes any and all other Agreements, either oral or in writing, between the parties hereto with respect to commissioning the Channel Agent by the Client, and contains all of the covenants and agreements between the parties with respect to that commissioning in any manner whatsoever. Each party to this Agreement acknowledges that no representation, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this agreement shall be valid or binding on either party, except that any other written agreement dated concurrent with or after this Agreement shall be valid as between the signing parties thereto.

6.02. Modifications: Any modification of this Agreement will be effective only if it is in writing and signed by the party to be charged.

6.03. Waiver: The failure of either party to insist on strict compliance with any of the term, covenant, or condition of this Agreement by the other party shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.

6.04. Partial Invalidity: If any provision in this Agreement is held by court of competent jurisdiction of being invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

6.05. Governing Law: This Agreement shall be governed by the laws of the State of Western Australia.

6.06. Attorney’s Fees: If any legal action is commenced or necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which the party may be entitled.

This Agreement is executed in the City of Perth, in the State of Western Australia on 

this ____________________ day of ____________________ 2003.

_____________________________________

xxxx

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