Blade Internet - Sales Agency Agreement

Exhibit 10.15


THIS AGREEMENT is made as of the 15th day of November, 2001.


BETWEEN:


SPORG CORPORATION, a corporation duly incorporated under the
laws of the State of Nevada, U.S.A. and having an office at P.
O. Box 12035, Suite 2700, 555 West Hastings Street, Vancouver.
British Columbia, Canada V6B 4N4


Facsimile Telecopier Number: (604) 669-4518


Electronic Mail Address: info@sporg.com


(hereinafter called the "COMPANY")


OF THE FIRST PART


AND:


REGISTRATION MASTERS LTD., a British Columbia company having
an office at Second Floor, 2099 - 152nd Street, Surrey,
British Columbia, Canada V4A 4N7


(hereinafter called the "AGENT")


OF THE SECOND PART


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MARKETING AND SALES AGENCY AGREEMENT --------------------------------------------------------------------------------


WHEREAS:


A. The Company has created and developed a unique Internet-distributed software engine to facilitate the registration of members of Passport Holders (as such term is hereinafter defined) and is in the business of software applications development and licensing, owning, enhancing, operating and selling Internet-distributed membership registration services to such Passport Holders through the Company's WEB sites located at the Internet addresses, "Sporg.com" and "Sporg.ca" (the "Product");


B. The Company is the owner of and controls the licensed use of the Internet addresses, "Sporg.com" and "Sporg.ca", the trade names, "SPORG", "Sporg.com" and "Sporg.ca", and all trade marks (the "Trade Marks") used in connection therewith;


C. The Company requires a representative to assist the Company in marketing and selling Internet-distributed membership registration services to Passport Holders (as such term is hereinafter defined) through the Company's WEB sites located at Internet addresses, "Sporg.com" and "Sporg.ca" (the "Product") and providing non-technical customer support for
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the Company's customers in the Provinces of Saskatchewan, Alberta and British Columbia, Canada (the "Territory");


D. The Agent has represented to the Company that the Agent has contacts and either itself can, or has engaged or will engage personnel with sufficient contacts and professional qualifications to enable the Agent to, locate customers for the Product and provide marketing support to purchasers of the Product in the Territory;


E. It is a condition of appointment by the Company as its agent in the Territory that the Agent enrol in a customized marketing and sales training program designed and developed by the Company in order to prepare the Company's agents properly to present the Product to potential customers and to enable such agents and their respective management personnel to satisfactorily train employees regarding the Product and the marketing and sale thereof, and regarding the Company's system and operating procedures (the "Product Marketing Seminar"); and


F. The Agent understands that the specifications, policies and controls established by the Company from time to time are directed to building and maintaining a uniformly high quality of Product presentation and customer service, maintaining and furthering the goodwill associated with the Company and its products and services, and protecting the Company's proprietary rights to the Company's trade names, Internet sites, Trade Marks and goodwill,


NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and the covenants and agreements hereinafter set forth and other good and valuable consideration paid by the parties hereto to each other, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


1.00 GRANT OF MARKETING AND SALES PRIVILEGE AND TERRITORY


1.01 The Company hereby appoints the Agent as its exclusive representative in the Territory, reserving the concurrent right to appoint other representatives in other territories and to promote and sell the Product (as hereinafter defined) directly, to:


(a) develop the promotion and sale of the Product to potential customers;
and


(b) assist the Company in delivering the Product to existing and potential
customers.


within the Territory on the terms and conditions set out in this agreement.
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1.02 The Company hereby grants to the Agent a licence only, upon the terms and conditions hereinafter set out, to use and display the Company's Trade Marks and trade names, but only in connection with the sale of the Product. Nothing herein shall confer upon the Agent any right, title or interest in or to the Trade Marks, Internet sites, trade names or goodwill of the Company. Upon the expiry or termination of the principal-agent relationship between the Company and the Agent hereby created, the Agent shall deliver and surrender up to the Company all operations and other manuals, advertising material, training materials, Trade Marks, trade names and the possession of any physical objects other than supplies bearing or containing any of same in its possession or in the possession of any of its employees, agents, directors, officers, affiliates or associates (collectively, "RELATED PARTIES") and Agent shall not thereafter use any of the same or permit Related Parties to use the same, and Agent hereby acknowledges and agrees that ownership of all such items is and shall at all times remain vested in the Company.


1.03 The Agent shall not sell or market the Product or permit the Product to be sold or marketed outside of the Territory without the Company's written consent.


2.00 RELATIONSHIP BETWEEN THE PARTIES


2.01 Nothing herein contained shall constitute the Agent the legal representative of the Company for any purpose other than as stated herein and the Agent is not authorized or empowered to assume or to create any obligation on behalf of the Company or to bind the Company in any manner.


2.02 Nothing in this agreement is intended to create an employment relationship between the Company and the Agent, the Agent hereby acknowledges that no such relationship has been created and the Agent shall be forever estopped from contending otherwise..


2.03 Nothing in this agreement is intended to create a franchisor-franchisee relationship between the Company and the Agent. The Agent hereby acknowledges that no such relationship has been created hereby and that in consequence, the Agent will enjoy no rights which may be conferred upon franchisees in such relationships by the securities or franchise legislation of the jurisdiction in which the Agent resides or carries on business and the Agent shall be forever estopped from contending otherwise.


3.00 TERM OF AGREEMENT


3.01 This agreement shall become effective on the day following the date upon which the Agent completes the Product Marketing Seminar to the satisfaction of the Company, shall be in force for a period of three (3) years from the date first above mentioned (which date shall hereinafter be called the "EFFECTIVE DATE" and which period of time shall hereinafter be called the "Term") and, provided the Agent is not then in breach of his obligations hereunder, shall be automatically renewed for successive periods of three (3) years each unless terminated in accordance with this agreement (each of which shall hereinafter be called a "RENEWAL TERM").
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4.00 TERMS OF SALE OF THE PRODUCT


4.01 All orders for the Product by purchasers remitted to the Company by the Agent are subject to acceptance by the Company. Acceptance by the Company of such an order shall create a binding agreement between the purchaser and the Company.


4.02 The Company will endeavour to fill accepted orders as promptly as practicable, subject however, to force majeure or other cause beyond the reasonable control of the Company.


4.03 The Company will provide the Agent with information concerning new prospects, products, sales plans and objectives with respect to the sale of the Product, and where the Company in its sole discretion deems such response advantageous, will respond to requests for quotations, supply reference lists and technical presentations to potential customers, and accommodate visits from potential customers.


4.04 The Agent expressly releases the Company from liability for any loss or damage arising from the failure of the Company to fill any orders procured by the Agent.


4.05 The Company shall pay the Agent a commission in accordance with the schedule of commissions attached hereto as Schedule "A" in respect of the total revenues derived by the Company from sales of Product in the Territory, whether from cash sales of Product or charged sales thereof, or revenues arising from the operation of the Agent's business, less all returns, refunds and allowances, if any, the amount of any commission actually paid by the Company to any debit card or credit card issuers in respect of debit or credit card sales to customers in the Territory, and any sales or other taxes which are separately stated and which the Company collects from customers and remits to any federal, provincial or local taxing authority ("Gross Sales") during the Term or any Renewal Term. Commission payments to the Agent shall be made on the fifteenth (15th) day of each and every month in respect of sales of Product by the Agent in the Territory during the calendar month last ended, commencing on the fifteenth (15th) day of the second month of the Term and concluding on the fifteenth (15th) day of the month following the expiry or termination of the Term or any Renewal Term, calculated on the amount of money or consideration actually received by the Company in respect of sales of Product in the Territory during that calendar month. The Agent hereby acknowledges that commissions payable to the Agent shall be based solely upon the Company's record of sales of the Product in the Territory and that such calculation shall be conclusive and the accuracy thereof not be subject to challenge or review of any nature whatsoever.


4.06 The Company shall have the right at any time to change the Product without notice to the Agent but shall give the Agent such information with respect to such changes as may be reasonably required by the Agent in order to promote and effect Sales.


4.07 The Company shall have the right to change the price of the Product at any time upon giving the Agent thirty (30) days' notice thereof.


4.08 Upon publication and delivery to the Agent of any amendment to Schedule "B" hereto those amendments shall thereupon form part of this agreement.
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4.09 The Company shall have the right to make additions to or enhancements of its product line and to establish rates at which commissions shall be payable to the Agent based upon the Company's record of sales of any such addition or enhancement of its product line from time to time, which rates may differ from those set out in Schedule "B" annexed hereto.


4.10 The Company shall have the right to deduct from commissions payable to the Agent from time to time any amounts which it is required by law to deduct therefrom or any amounts which are due and owing from the Agent to the Company at the time such commissions are payable by the Company to the Agent.


5.00 OBLIGATIONS OF THE COMPANY


5.01 The Company shall provide to the Agent:


(a) the Product Marketing Seminar within thirty (30) days after
the execution and delivery of this agreement, which program
shall be provided at the Agent's expense;


(b) access to its Internet site(s) for the purpose of
demonstrating the operation of the SPORG registration system
to potential customers or training customers to access and use
the SPORG registration system, or to identify and resolve
customer difficulties in accessing and using the SPORG
registration system;


(c) passwords and other security protocols required to access the
Company's internet site(s) for purposes related to the
performance of the Agent's obligations under this agreement
including, without limitation, accessing on-line training
programs and materials, marketing and sales bulletins and
memos posted by the Company on its Internet site(s), and
accessing customer and sales data for the Territory;


(d) additional training materials developed by the Company from
time to time;


(e) advertising and promotional materials and other sales aids
developed by the Company from time to time;


(f) regular communications to keep Agents up to date with respect
to new ideas and new developments in the SPORG system; and


(g) additional Agent training programs and refresher courses, as
well as Agent seminars, to be offered from time to time by the
Company at no charge, at locations chosen by the Company,
which the Agent and its management personnel shall be
entitled, but not obligated, to attend at the Agent's expense
in respect of travel and living expenses incurred in
connection therewith.


5.02 If additional or special promotional or operational assistance, or additional training, over and above that normally furnished by the Company, is required or is requested by Agent, the Company and Agent shall discuss what is required, and the Company will furnish such additional assistance or training, subject to the Company's staff availability as to
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timing, PROVIDED, HOWEVER, that the Company reserves the right to charge a reasonable standard fee, together with its reasonable expenses incurred in providing such additional assistance or training, including any reasonable transportation and living expenses incurred in furnishing such additional assistance or training, and the salaries and benefits of the Company's staff involved in giving such additional assistance or training, during the time when the Company's personnel are travelling to and from the Location, if applicable, as well as during the time that such assistance or training is being given.


5.03 If the Agent, after performing those obligations set out in paragraph 6.06 hereof, fails to complete the Product Marketing Seminar to the satisfaction of the Company within a period of Sixty (60) days after the execution and delivery of this agreement, the Company shall refund to the Agent the entire tuition fee paid by the Agent to the Company in respect of the Product Marketing Seminar.


6.00 OBLIGATIONS OF THE AGENT


6.01 The Agent shall promote the sale of the Product throughout the Territory in a manner satisfactory to the Company and for this purpose shall appoint sufficient dealers, salesmen or other representatives. Without limiting the foregoing, the Agent shall provide the Company with the following services:


(a) continuously identify and pursue potential business and other
useful contacts, notify the Company of such opportunities and
facilitate sales meetings with potential customers;


(b) promptly and diligently investigate inquiries, sales leads and
customer service requests received by the Company from clients
or potential clients in the Territory;


(c) provide such logistical, administrative and other support for
the Company in the Territory as the Company may require,
including, without limitation, secretarial services,
telephone, telefax, internet or electronic mail access;


(d) assist the Company in the preparation, submission, translation
and negotiation of presentations, bids, quotations, contracts
and related documents in response to requests for proposal and
otherwise;


(e) establish and maintain or cause to be established and
maintained a business presence identifying the Agent as a
SPORG agent within the Territory;


(f) if a resident of Canada, for the purposes of the INCOME TAX
ACT, R.S.C. 1985, c. 1 (Fifth Supp.), as amended, become and
continue to be a registrant for purposes of GST remittances
under Subdivision d of Division V of Part XI of the EXCISE TAX
ACT, R.S.C. 1985, c. E-15, as amended;


(e) display and present literature on the Product;


(f) provide ongoing non-technical support to and liaison with the
Company's customers in the Territory in the use of the
Product;
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(g) attend and actively participate in and cause its principal
marketing and sales personnel to attend and actively
participate in marketing and sales meetings convened by the
Company, all at the Agent's expense, and, in respect thereof,
pay to the Company the sum of Seventy Six Thousand Five
Hundred Dollars ($76,500.00) (the "Fee"), , in twelve (12)
equal monthly instalments of Six Thousand Three Hundred
Seventy Five Dollars ($6,375.00), commencing on the 15th day
of March, 2001. In computing whether and to what extent the
Agent has paid the Fee to the Company, reasonable expenses
incurred by the Agent pertaining to travel to, and
accommodation and meals for such personnel during such
marketing and sales meetings, and reasonable expenses incurred
by the Agent for the production of business cards, letterhead
and other promotional, marketing and sales items, documentary
evidence of which is supplied by the Agent to the Company,
shall be credited against the payment of the Fee.;


(h) advise the Company regarding legal requirements and business
practices within the Territory;


(i) not to enter into any arrangement or agreement by which the
Agent appoints a representative or agent for the purpose of
performing some or all of its obligations hereunder (an
"Appointment") without the prior consent in writing of the
Company;


(j) to prevent any representative or agent which it appoints for
the purpose of performing some or all of its obligations
hereunder from appointing his own representative or agent for
the purpose of performing some or all of his obligations under
his Appointment;


(k) cause each representative or agent and each of their
employees, directors, officers, representatives or agents
strictly and punctually to observe and perform all obligations
of the Agent under this agreement as if such representative or
agent or its employee, director, officer, representative or
agent were the Agent; and


(l) cause each representative or agent appointed by the Agent to
assist the Agent in the performance of its obligations under
this agreement to enter into an agreement with the Company and
the Agent in the form annexed hereto as Schedule "D".


6.02 The Agent shall carry out its duties as prescribed and in accordance with good and businesslike practices, shall use its best efforts and reasonable care and skill and judgment to carry out its duties, shall conduct itself in accordance with the highest professional ethical standards and shall cause its representatives, sub-distributors and agents to do likewise. Without limiting the generality of the foregoing, the Agent shall comply with those rules set out in Schedule "B" annexed hereto, which rules may be modified from time to time in the sole and unfettered discretion of the Company, upon thirty (30) days' notice in writing to the Agent.


6.03 The Agent shall provide a report to the Company not less than once each month, which shall contain the following information:


(a) the name of each customer or potential customer for the
Product that the Agent has contacted during the preceding
month; and
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(b) the status of any negotiations with customers or potential
customers regarding the sale of Product in which the Company
is not yet participating.


6.04 During the term of this agreement and for a period of three (3) years thereafter, within the Territory and any other territory in which the Company has entered into an agreement substantially similar to this agreement with another person, firm or entity identified therein as the Company's agent in that territory, the Agent shall not sell, market, promote, manufacture or distribute any services deemed by the Company to be competitive with the Product, nor shall the Agent be connected in any manner with any person, firm or entity who or which sells, markets, promotes, manufactures or distributes any products deemed by the Company to be competitive with the Product.


6.05 The Agent shall not employ or solicit employment of any employee of the Company or its affiliates or any other agent of the Company without the prior written consent of the Company, which may be withheld by the Company, such consent not to be unreasonably or arbitrarily withheld. The Agent may hire any ex-employee of the Company or its affiliates or of any other agent of the Company with the prior written consent of the Company, such consent not to be unreasonably or arbitrarily withheld.


6.06 At the first opportunity and in any event not later than thirty (30) days after the execution and delivery of this agreement, the Agent shall enrol in and diligently pursue the Product Marketing Seminar and any other training programs in which the Company may from time to time require the Agent to enrol, at the sole expense of the Agent and shall cause all of the Agent's principal personnel engaged in the marketing and sale of the Product to be trained in and to attain a standard of proficiency regarding the Product and the Company's system and procedures, which standard may be established or changed by the Company from time to time.


6.07 The Agent shall keep true and accurate books of account, detailing therein all transactions and dealings of and in relation to the Agent's business. The Agent shall keep and preserve for a period of at least thirty-six (36) months after the end of each year all business records and evidence of Gross Sales and business transactions for such year.


6.08 The Company shall have the right, during reasonable business hours and without undue disturbance of the Agent's business operations, to enter the Agent's business premises and from time to time inspect books of account, bank statements, documents, records, tax returns, papers and files of the Agent relating to Gross Sales and business transacted, and upon request by the Company, the Agent shall make all such records available for examination at the Agent's business premises. If the Agent at any time causes an audit of the Agent's business to be made by a chartered accountant or a certified general accountant, the Agent shall furnish a complete copy of the financial statements audited by such auditor, together with the auditor's report thereon, at no cost to the Company. The Company hereby covenants and agrees to maintain all information in respect of Agent's said statements and tax returns in strictest confidence, and hereby declares that it shall only use information for the purposes of enforcing the Agent's obligations under this agreement.


6.10 The Agent shall at all times maintain sufficient working capital to operate its business in a manner satisfactory to the Company and, in any event, not less than Ten Thousand Dollars ($10,000.00).
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6.11 The Agent shall open for business under one or more of the trade names owned by the Company within Thirty (30) Business Days after the Agent completes the Product Marketing Seminar to the satisfaction of the Company and shall not fail to be open for business under the said trade name(s) on every weekday thereafter without the prior written consent of the Company, unless the Agent is unable to continue to be open for business under the said trade name(s) for reasons not related to a breach by the Agent of this agreement, including, without limitation, force majeure, strike, fire, natural disaster, or unavoidable casualty, and not caused or continued directly or indirectly, by Agent's omission to act diligently, wilful conduct or negligence.


6.12 The Agent and each of its employees, while engaged in performing the Agent's other obligations pursuant to this agreement which require contact with the Company's customers or potential customers, shall wear uniforms which conform to the Company's design and specifications.


6.13 The Agent shall send a copy of any response which it makes by electronic mail to any customer inquiry, request for assistance or sales lead to the Company at the Company's electronic mail address first above mentioned or, if such address changes, to the Company at any other electronic mail address of which the Agent has been given notice by the Company in the manner hereinafter set out.


6.14 The Agent shall achieve Gross Sales during each Business Year of the Term or any Renewal Term equal to or exceeding the Gross Sales quota set out for such Business Year in Schedule "C" attached hereto.


7.00 CONFIDENTIALITY AND NON-CIRCUMVENTION


7.01 The Agent acknowledges that during the course of his association with the Company, he has or may have access to or become acquainted with confidential technical or business information relating to the business affairs of the Company (hereinafter called the "CONFIDENTIAL INFORMATION"), in particular the contacts, sources of supply and customers of the Company, which have not been disclosed by the Company to the general public and which the Company desires to keep confidential. The Agent agrees to retain in strictest confidence, except as agreed in writing by the Company, such Confidential Information.


7.02 In handling the internal flow of material regarding the Confidential Information, the Agent shall take all reasonable precautions and exact all necessary non-disclosure and non-competition obligations from its officers, employees, agents and persons receiving any Confidential Information on behalf of the Company to ensure that such information is kept confidential and managed in accordance with the terms of this agreement. A list of all persons, firms or entities to whom such information is disclosed, together with copies of all agreements made with those persons, firms or entities, shall be provided to the Company upon five (5) days' notice in writing.
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