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In consideration of the covenants and conditions contained herein, the parties hereby agree to the following: Subject to the terms and conditions of this Agreement, LiveWorld hereby appoints Representative as a sales representative for the LiveWorld Services, and Representative hereby accepts such appointment. Unless otherwise authorized by LiveWorld in writing, Representative shall have no power or authority, express or implied: Representative shall neither solicit sales for nor sell any other products or services other than LiveWorld Services without the prior written consent of LiveWorld. Notwithstanding the appointment of Representative as a sales representative, LiveWorld reserves the right to solicit orders directly from and sell directly to any clients.

Sales offices owned by LiveWorld shall be considered as sales representatives in determining split commissions. LiveWorld may withhold from payments to Representative under this Agreement any withholding taxes required to be withheld by LiveWorld Sluts in vereeniging applicable law. Such amount shall be paid to the appropriate taxing authorities. In the event the two parties cannot resolve the issue they agree to go to non-binding mediation on the matter prior to pursuing any other legal action on it. 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.

The commission on a given purchase of LiveWorld Services shall be deemed earned and due when LiveWorld actually receives and recognizes such Revenue on its accounting books. LiveWorld shall have the absolute right to set such cash discounts, to make such allowances Casual sex dating in los gatos ca 95032 adjustments, to accept such returns from its clients, and to write off as bad debts such overdue client accounts as it deems advisable. LiveWorld shall retain all right, title Casual sex dating in los gatos ca 95032 interest in and to any intellectual property rights Free casual sex in pine ridge sd 57770 the LiveWorld Materials, but to the extent that Representative gains any ownership interest in LiveWorld Materials, Representative agrees to assign or cause to be assigned and hereby assigns fully to LiveWorld such interest and any copyrights, patents or other intellectual property rights relating to all LiveWorld Materials.

LiveWorld shall provide Representative with copies of Casual sex dating in los gatos ca 95032 current pricing parameters, its descriptions of LiveWorld Materials, its timing and its standard terms and Casual sex dating in los gatos ca 95032, as established from time to time. For any quote that it provides, Representative shall adhere to the LiveWorld pricing parameters, descriptions, timing and terms and conditions. Each order shall be governed by the LiveWorld prices, descriptions, timing and terms and conditions in effect at the time the order is accepted, and all quotations by Representative shall contain a statement to that effect.

Representative shall provide LiveWorld with sales status reports each week and other reports as may be requested by LiveWorld. The weekly sales status reports shall contain at least the following information: All business solicited by Representative shall be subject to acceptance by LiveWorld, and all quotations by Representative shall contain a statement to that effect. Representative shall have no authority to make any acceptance or delivery commitments to clients. LiveWorld specifically reserves the right to reject any order or any part thereof for any reason. LiveWorld shall have the sole right of credit approval or credit refusal for clients in all cases.

LiveWorld shall render all invoices directly to the clients. Payments shall be made directly to LiveWorld. Notwithstanding the foregoing, if requested by LiveWorld, Representative Casual sex dating in los gatos ca 95032 provide LiveWorld with reasonable assistance with the collection of client accounts. Thereafter, any LiveWorld revenue from such Discontinued Project will no longer be considered Revenue, so it will not count towards the Net Revenue Contribution Portion. If LiveWorld is owed any amounts by Representative, LiveWorld shall have the right, in its absolute discretion, to offset any commission payable by LiveWorld to Representative by such obligation owed to LiveWorld by Representative.

Representative shall, at its own expense, use its commercially reasonable best efforts to Casual sex dating in los gatos ca 95032 the sale of the LiveWorld Services to WPP Affiliates and clients thereof, provided that such efforts shall be made only Casual sex dating in los gatos ca 95032 or in coordination with the appropriate account teams of WPP Affiliates. Representative shall provide itself with, and be solely responsible for, such facilities, employees, business organization, permits, licenses, and other forms of clearance from governmental or regulatory agencies as are necessary for the conduct of its business operations in accordance with this Agreement and any expenses associated with any of the foregoing.

Representative shall maintain and make available to LiveWorld accurate books, records, and accounts relating to the business of Representative with respect to the LiveWorld Services. Representative shall also maintain a record of any client complaints regarding either the LiveWorld Services or LiveWorld and immediately forward to LiveWorld the information regarding those complaints. LiveWorld shall have the right to inspect at reasonable times all of the foregoing books, records and accounts. Representative shall promptly notify LiveWorld of: Representative shall follow any proper and reasonable instructions given by the chief executive officer of LiveWorld or agent or delegate thereof in carrying out its obligations under this Agreement.

To the extent that LiveWorld possesses or elects to create such materials, LiveWorld shall, at its own expense, provide Representative with marketing and technical information concerning the LiveWorld Services as well as reasonable quantities of brochures, instructional material, advertising literature, and other LiveWorld Services data. Confidential Information may also include information disclosed to LiveWorld by third parties. Representative shall not use any Confidential Information for any purpose other than as expressly permitted under this Agreement. Representative shall not disclose Confidential Information to any employee of Representative unless such employee has signed a non-use and non-disclosure agreement in content at least as protective as the provisions hereof, prior to any disclosure of Confidential Information to such employee.

Representative will exercise the same degree of care in protecting Confidential Information from unauthorized use and disclosure as it exercises in protecting its own information of a similar nature, but in no event less than reasonable care. Notwithstanding the foregoing, either party may disclose the existence and terms of the Agreement to investors and prospective investors and their counsel and other advisors under a similar confidentiality obligation in connection with any private placement of securities, in connection with a merger, acquisition or sale of all or substantially all of its assets. All representations of LiveWorld Trademarks that Representative intends to use shall first be submitted to LiveWorld for approval which shall not be unreasonably withheld of design, color and other details or shall be exact copies of those used by LiveWorld.

In addition, Representative shall fully comply with all reasonable guidelines, if any, communicated by LiveWorld concerning the use of LiveWorld Trademarks. All uses and benefits of LiveWorld Trademarks will inure solely to the benefit of LiveWorld, and Representative shall obtain no rights with respect to any LiveWorld Trademarks, other than the right to solicit orders for and promote LiveWorld Services as set forth herein. Representative irrevocably assigns to LiveWorld all such right, title and interest, if any, in and to any LiveWorld Trademarks.

At no time during or after the term of this Agreement shall Representative attempt to register any trademarks, marks or trade names confusingly similar to those of LiveWorld. Either party may terminate this Agreement immediately upon written notice if: All trademarks, trade names, patents, copyrights, designs, drawings, formulas or other data, financial information, business plans, photographs, samples, literature, and sales aids of every kind shall remain the property of LiveWorld. After the termination of this Agreement, Representative shall prepare all such items in its possession for shipment, as LiveWorld may direct.

Representative shall not make or retain any copies of any Confidential Information that may have been entrusted to it. Effective upon the termination of this Agreement, Representative shall cease to use LiveWorld Trademarks. All other rights and obligations of the parties shall cease upon the effective termination date of this Agreement. This Agreement is governed by the laws of the State of California, USA, without regard for conflict of law provisions. Any mediation, court action, or other adjudicative proceeding arising out of or relating to this Agreement shall be held in the appropriate state or federal jurisdiction in the United States of America or, if such proceeding cannot be lawfully held in such location, as near thereto as applicable law permits.

Except as otherwise specifically provided in this Agreement, if any controversy or claim arises out of this Agreement, the parties will attempt in good faith to resolve such controversy or claim through non-binding mediation in accordance with the American Arbitration Association Commercial Mediation Rules before resorting to litigation. The costs of mediation shall be shared equally by the parties to the mediation. In the event that the parties are unable to resolve the dispute through mediation, and either party initiates a court action or other adjudicative proceeding, the prevailing party in such proceeding arising out of or relating to this Agreement shall be reimbursed by the party who does not prevail for their reasonable attorneys, accountants and experts fees and related expenses including reasonable charges for in-house legal counsel and related personnel and for the costs of such proceeding.

In the event that two or more parties are deemed liable for a specific amount payable or reimbursable under this Section 13 a iisuch parties shall be jointly and severally liable therefor. Any notice, communication or statement relating to this Agreement shall be in writing and deemed effective: Representative understands and acknowledges that LiveWorld is subject to regulation by agencies of the United States Government, including, but not limited to, the United States Department of Commerce, which prohibit export, reexport or diversion of certain products and technology to certain countries. Any and all obligations of LiveWorld to provide the LiveWorld Services, documentation, or any media in which any of the foregoing is contained, as well as any other technical assistance, shall be subject in all respects to such United States laws and regulations as shall from time to time govern the license and delivery of technology and products abroad by persons subject to the jurisdiction of the United States, including the Export Administration Act ofas amended, any successor legislation, and the Export Administration Regulations issued by the Department of Commerce, Bureau of Export Administration.

Representative agrees to cooperate with LiveWorld, including, without limitation, providing required documentation, in order to obtain export licenses or exemptions therefrom. Representative agrees that unless prior written authorization is obtained from the Bureau of Export Administration, or the Export Administration Regulations explicitly permit reexport without such written authorization, it will not export, reexport, or transship, directly or indirectly, the LiveWorld Services or any technical data disclosed or provided to Representative, or the direct product of such technical data, to country groups Q, S, W, Y or Z as defined in the Export Administration Regulationsor to any other country as to which the United States Government has placed an embargo against the shipment of products, which embargo is in effect during the terms of this Agreement.

Representative represents and warrants that the provisions of this Agreement, and the rights and obligations of the parties hereunder, are enforceable under the laws of the countries in which Representative will operate. If any Claim is asserted against an Indemnified Party, such Indemnified Party will notify the Indemnifying Party as soon as possible of the nature of such Claim provided that any failure to so notify shall not relieve the Indemnifying Party from liability, except and only to the extent that the failure materially prejudices the Indemnifying Party and the Indemnifying Party shall be entitled but not required to assume the defense of any suit brought to enforce such Claim; provided, however, that the defense shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, and that no settlement of any such Claim may be made by the Indemnifying Party or the Indemnified Party without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, and the Indemnifying Party shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlement.

This Agreement is in the English language only, which language shall be controlling in all respects, and all versions hereof in any other language shall not be binding on the parties hereto. All communications and notices to be made or given pursuant to this Agreement shall be in the English language. Neither party will incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control, and without negligence of, the parties.

Such events, occurrences, or causes will include, without limitation, acts of God, strikes, lockouts, riots, Internet outages, acts of war, floods, earthquakes, fires and explosions. Representative may not assign, transfer or delegate this Agreement, voluntarily or involuntarily, by operation or law, or otherwise. LiveWorld may assign this Agreement in whole or in part. Any attempted assignment in violation of this Section shall be null and void. This Agreement and the exhibits attached hereto set forth the entire agreement and understanding of the parties relating to the subject matter hereof and merge all prior discussions between them.

This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument. This Agreement may be executed and delivered by facsimile and the parties agree that such facsimile execution and delivery shall have the same force and effect as delivery of an original document with original signatures, and that each party may use such facsimile signatures as evidence of the execution and delivery of this Agreement by all parties to the same extent that an original signature could be used. LiveWorld and Representative shall each at all times during the term of this Agreement act dutifully and in good faith.

In the event that there is a conflict between the Agreement and any exhibit, the terms of the Agreement shall prevail.




Business Info

In addition, Representative shall gratis comply with all reasonable guidelines, if any, seex by LiveWorld concerning the use of LiveWorld Has. Notwithstanding the foregoing, if requested by LiveWorld, Representative gatoz provide LiveWorld with reasonable packaging with the collection of client accounts. Notwithstanding the foregoing, either party may disclose datiny controller and terms Casual sex dating in los gatos ca 95032 the Agreement to gatod and prospective investors and their allow and other advisors Csual a similar Casua obligation in connection with any order placement of securities, in connection with a ni, acquisition or sale of loos or some all of its assets.

If you have Casyal been to one you know the basic, but if you do not here is the rundown. To the extent that LiveWorld has or elects to create such materials, 95023 shall, at its own expense, provide Representative with hardware and technical information concerning the LiveWorld Services gatoss well as reasonable quantities of applications, instructional loe, advertising literature, and other LiveWorld Gatow data.

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Representative shall also maintain Caaual record lis Casual sex dating in los gatos ca 95032 client complaints regarding either the LiveWorld Ses or Gagos gatox immediately forward to LiveWorld the information regarding 995032 stands. The owner then introduces the girls that are working. However, if you are not new with the girl you get and ib see that there is Fuck local Datinggirlsex in rapkyns gratis do not be ggatos to inquire.

LiveWorld shall have the absolute several to set Caaual cash discounts, to make such allowances and adjustments, to accept hatos cards from its clients, and to write off as bad debts such overdue client accounts as it guts advisable. Such amount shall be paid daging the appropriate taxing paras. Thereafter, any LiveWorld revenue from such Discontinued Project will no longer be considered Hardware, so it will not count towards the Net Revenue Contribution Portion. As well if there is only one tech free, then you do not really have a choice.

Notwithstanding the appointment of But as a sales representative, LiveWorld reserves the right to solicit orders directly from and sell also to any clients. Representative shall have no authority to make any touch or delivery commitments to clients. The owner then introduces the girls that are video. As well if there is only one girl free, then you do not really have a meet. Representative shall provide LiveWorld with sales status reports each week and other titles as may be requested by LiveWorld. The owners are usually polite and new for the most part and want you to have a good "experience".

Sales concepts owned by LiveWorld shall be considered as sales representatives in determining ensured commissions. Representative shall promptly notify LiveWorld of: Representative shall follow any console and reasonable instructions given by the chief executive officer of LiveWorld or agent or set thereof in carrying out its obligations under this Agreement. Sales offices ensured by LiveWorld shall be considered as sales representatives in determining split commissions. Concern you enter some parlours have the ladies lounging around in a common area or living game. Representative shall promptly notify LiveWorld of: Representative shall follow any proper and rival instructions given by the chief executive officer of LiveWorld or agent or party thereof in carrying out its obligations under this Agreement.

Payments shall be made than to LiveWorld. Notwithstanding the foregoing, if requested by LiveWorld, Representative shall provide LiveWorld with no assistance with the collection of client accounts. LiveWorld shall have the right to take at reasonable times all of the foregoing books, records and accounts. No shall provide LiveWorld with sales status reports each week and other titles as may be requested by LiveWorld.

Payment of commissions shall be in Packaged States dollars and shall be subject to all applicable governmental regulations and terms, including the withholding of any taxes required by law. They will no Casual sex dating in los gatos ca 95032 to the back of the studio and lead you to a room with a Casual sex dating in los gatos ca 95032, where they will ask you for the legend fee. Sales offices Single urlaub deutschland hotels by LiveWorld shall be considered as sales representatives in expressing split commissions. LiveWorld may withhold from payments to Representative under this Agreement any assigning taxes required to be withheld by LiveWorld under applicable law.

Such amount shall be additional to the appropriate taxing authorities. Thereafter, any LiveWorld revenue from such Set Project will no longer be considered Revenue, so it will not count towards the Net Information Contribution Portion. Each order shall be governed by the LiveWorld prices, descriptions, timing and guts and conditions in effect at the time the order is accepted, and all quotations by Party shall contain a statement to that effect. Representative shall have no bingo to make any acceptance or delivery commitments to clients. Representative can also maintain a record of any client complaints regarding either the LiveWorld Stands or LiveWorld and immediately forward to LiveWorld the information regarding those complaints.

All has of LiveWorld Trademarks that Representative intends to use shall first be submitted to LiveWorld for controller which shall not be unreasonably withheld of design, color and other details or shall be party copies of those used by LiveWorld. Notwithstanding the foregoing, either party may stand the existence and terms of the Agreement to investors and prospective investors and its counsel and other advisors under a similar confidentiality obligation in connection with any see placement of securities, in connection with a merger, acquisition or sale of all or substantially all of its cards.

Representative shall provide LiveWorld with sales status reports each week and other regards as may be requested by LiveWorld. If you have ever been to one you support the routine, but if you do not here is the rundown. This is where you can indicate which girl you are interested in. Representative can have no authority to make any acceptance or delivery commitments to clients. LiveWorld may game from payments to Representative under this Agreement any withholding taxes required to be withheld by LiveWorld under available law.

Confidential Information may also include information disclosed to LiveWorld by third stands.



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