International Distribution Agreement

INTERNATIONAL DISTRIBUTION AGREEMENT EXHIBIT 10.1
BETWEEN
BEIJING ELAWCHINA NETWORK TECHNOLOGY CO., LTD.
AND
ELAWCHINA.COM, INC.


THIS AGREEMENT is entered into by and between Beijing Elawchina Network Technology Co., Ltd., a Chinese Corporation with offices at Changwaxi Road 8, Haidaid District, Beiling, China ("Company"), and elawchina.com, Inc., a BVI Corporation, with offices at 2nd Floor, 116 Main Street, P.O. Box 3342 Road Town, Tortola British Virgin Islands ("Distributor").


WHEREAS, Company has developed a legal educational and consulting information network in the Chinese language and intends to market and sell all non-Chinese translations of the content of said legal education and consulting network (the Product); and


WHEREAS, Distributor has represented that it has the ability to sell, market, and distribute the Product in all countries of the world outside China (the Territory);


WHEREAS, Company is desirous to appoint Distributor as its exclusive distributor to sell, market, and distribute the Product in the Territory, and Distributor desires to accept such appointment; and


WHEREAS, both Company and Distributor have agreed to the terms and conditions under which Distributor shall provide such services.


NOW, THEREFORE, in consideration of the promises and agreements set forth herein, the parties, each intending to be legally bound hereby, do promise and agree as follows:


1. APPOINTMENT OF INTERNATIONAL DISTRIBUTOR


A. Company hereby appoints Distributor, for the Term of this Agreement, as its exclusive distributor, for the sale and distribution of the Product in all markets and channels of distribution in the Territory. The appointment shall include, but not be limited to, a license under all of Company's patents, trademarks, service marks, logos, and copyrights and any applications therefore with respect to the Product and in which Company has rights.


B. Distributor shall have the right to appoint local Subdistributors and Sales Representatives in the countries of the Territory to effect the sale and distribution of the Product. Such Subdistributors and Sales Representatives shall be selected by Distributor and shall be reasonably acceptable to Company. Moreover, Distributor shall guarantee the performance and obligations of all such Subdistributors and Sales Representatives.


C. It is expressly understood and agreed that Company hereby retains all rights not expressly granted hereunder.


DISTRIBUTOR AGREEMENT 1 MARCH 14, 2000 2


2. TERM


A. This Agreement shall be effective as of the date of execution by both parties and shall extend for the 30 years (the Term).


B. This Agreement shall automatically renew for successive five-year Extended Terms unless Company or Distributor shall state in writing to the other party 30 days prior to the end of each Term its intent not to renew.


3. RECORD INSPECTION AND AUDIT


A. Company shall have the right, upon reasonable notice, to inspect Distributor's books and records and all other documents and material in Distributor's possession or control with respect to the subject matter of this Agreement. In addition, Distributor shall contractually obligate its Subdistributors and Sales Representatives to agree to make their books and records available to Company for inspection. Company shall have free and full access thereto for such purposes and may make copies thereof.


B. All books and records relative to Distributor's obligations hereunder shall be maintained and made accessible to Company for inspection for at least seven years after termination of this Agreement.


4. WARRANTIES AND OBLIGATIONS


A. Company represents and warrants that it has the right and power to enter into the subject Agreement and that there are no other agreements with any other party in conflict with such grant.


B. Company further represents and warrants that it has no actual knowledge that the Product infringes any valid rights of any third party.


C. Distributor represents and warrants that it will use its best efforts to promote, market, advertise, sell and distribute the Product in the Territories and that its Subdistributors and Sales Representatives will use their best efforts to promote, market, advertise, sell, and distribute the Product in their respective territories. Distributor and its Subdistributors and Sales Representatives shall be solely responsible for the sale and distribution of the Product and will bear all costs associated therewith.


5. PRODUCT MARKINGS


A. Distributor and its Subdistributors and Sales Representatives shall fully comply with the marking provisions of the intellectual property laws of the applicable countries in the Territory.


B. In the event that Distributor or any of its Subdistributors or Sales Representatives utilize any trademark, service mark, or other mark or logo of Company, or to which Company has rights, title, or interest and that Company has licensed the use of hereunder to Distributor with respect to promotional, packaging, and advertising material, such use shall include all appropriate legal notices as required by Company.


DISTRIBUTOR AGREEMENT 2 MARCH 14, 2000 3


6. INCENTIVES


Four times each calendar year during the Term of this Agreement, Company shall calculate sales by territory, product, and distributor/Subdistributor and, in its unfettered discretion, may award a distributor and/or its salesperson(s) with gifts or other incentives of Company's selection.


7. ROYALTIES


Commencing on 28 April, 2000 Company shall be paid, on a Quarterly basis, a royalty of One Million two hundred fifty thousand ($1,250,000.00) USD for a total period of four quarters, in addition to Twenty-five (25)% of gross revenues of sales made by Distributor and Subdistributors].


10. OPTION


A. Subject to Section 13, Distributor shall have an exclusive option, exercisable upon 30 days written notice to purchase 100% of the equity of Company.


B. The cost to Distributor to exercise such option shall be Ten thousand ($10,000.00) USD.


8. NOTICES


Any notice required to be given pursuant to this Agreement shall be in writing in the English language and mailed by certified or registered mail, return receipt requested, or delivered by a national overnight express service.


9. INTELLECTUAL PROPERTY RIGHTS


A. Company shall retain all rights, title, and interest in the original Product and to any modifications or improvements made thereto. Distributor will not obtain any rights in the Product as a result of its responsibilities hereunder. The parties agree to execute any documents reasonably requested by the other party to effect any of the above provisions.


B. Distributor acknowledges Company's exclusive rights in the Product and that the Product is unique and original to Company and that Company is the owner thereof. Unless otherwise permitted by law, neither Distributor nor any of its Subdistributors or Sales Representative ...