DrivePur Marketing
and Administrative Services Agreement
THIS AGREEMENT
(“Agreement”) is between PurWorld Technologies, LLC (
“PurWorld” ) and Network Dealer Services, Inc. (
“NDS” ). The parties are referred to
herein individually as the “Party” and collectively as
the “Parties.”
1.
Purpose and
Objectives .
This Agreement will define: (a) The mutual and exclusive
relationship between the parties with respect to the DrivePur®
products covered by this agreement; (b) The products to be provided
by PurWorld; (c) The products and services to be provided by NDS;
and (d) The rights, obligations and liabilities of both Parties
with respect to this Agreement.
The objective of this
Agreement is to establish a long-term relationship between PurWorld
and NDS with respect to the DrivePur products Shok
™ ,
Prevent
™ ,
Klenz
™ and
Smok
™ and their
sales, distribution, marketing, and administration. Accordingly, no
changes will be made to this Agreement other than by written
agreement executed by both parties. This Agreement shall
remain in force until explicitly superseded, replaced, or
terminated.
2.
Product
Offering. PurWorld has created and
currently markets for sale a line of products labeled DrivePur
Protection Systems (“DrivePur”). DrivePur is a
line of liquid products with various uses including, a vehicle
disinfectant (Shok), an odor neutralizer (Smok), a carpet and
upholstery cleaner (Klenz) and encapsulate (Prevnt). PurWorld
currently offers DrivePur for sale to automobile dealerships and
other automotive and non-automotive industries.
NDS has created and
proposes to market and administer a program identified in the NDS
Confidential Dealer Marketing Program (the “NDS
Program”) which is a sales, marketing, customer-retention,
and administration program intended to increase the sales of
DrivePur at automobile dealerships. The NDS Program is
intended to create a long-term relationship between PurWorld,
automobile dealerships, and the end users of DrivePur.
The Parties agree that
NDS will be the exclusive provider of marketing and administrative
services for the DrivePur product line sold through the NDS
Program. PurWorld agrees that all current DrivePur retailers,
agencies, and distributors will be encouraged to market DrivePur
through the NDS Program. PurWorld and NDS will institute a
business plan with the intent of moving all DrivePur business to a
successful NDS Program.
3.
Product
Co-branding .
PurWorld will retain dominant brand and product name.
However, NDS’s brand message shall be identified on
everything produced by NDS in a visible manner to the end users
(e.g. “powered by NDS”).
4.
The NDS
Program. The NDS Program represents a
new way to sell, market, and distribute DrivePur and includes a
customer-retention program and administrative and remittance
services. The sales, marketing and customer-retention
portions of the NDS Program are more fully described in the program
materials created by NDS. Under the NDS Program, DrivePur
will be sold to automobile dealerships for application on the
dealer’s vehicle inventories, for sale in their service
departments, and for sale as long-term protection agreements to
customers purchasing new or used automobiles. Whenever
DrivePur is sold, it will be sold either as an individual
application or as part of a long-term customer agreement that
entitles a customer to a given number of individual applications of
the DrivePur product over the length of the customer agreement. The
services to be provided by NDS under the NDS Program are as
follows:
a)
Sales and Marketing
Software and Services . NDS will create, produce,
and deliver the following:
i.
Development and implementation of a remittance data base tool
including NDS scan tool technology for use at the point of
sale.
ii.
Creation of separate online management tools for PurWorld,
retailers, agencies, and distributors and online delivery of such
tools.
iii.
Create and deliver
“by-application” marketing for the sale of each
application or customer contract. Such marketing shall
include: variable-print marketing, emails, and purls (personalized
URLs) all according to the NDS Program.
iv.
Produce and provide
sales presentation, training, and training materials for retailers,
agencies, and distributors
b)
Administrative
Services .
For all DrivePur product sold under the NDS Program, NDS will
be PurWorld’s exclusive provider of administrative and
remittance services. The services to be provided by NDS are
as follows:
i.
Creation of separate reporting tools for PurWorld, retailers,
agencies, and distributors and the delivery of the reports created
by such tools.
ii.
Retailer inventory management, including a reporting tool for
PurWorld and retailers, agencies, and distributors. Reports
will provide PurWorld with up-to-date inventory information and
production and delivery requirements for the distribution of
DrivePur product to retailers, agencies, and
distributors.
iii.
Creation and maintenance
of a database for DrivePur retailers, agencies, and distributors
and NDS, including customer lists, customer contracts, and
maintenance of shipping information.
iv.
Maintenance of an
accounts receivable function from retailers, agencies, and
distributors. Invoicing of retailers, agencies, and distributors
for products shipped by PurWorld.
v.
All funds collected from the sale of any DrivePur product under the
NDS Program will payable to, held, and administered by
NDS.
vi.
NDS shall remit
collected funds to PurWorld, agencies, NDS companies and other
payees when such amounts are payable. NDS will remit any
amounts received from the sale of DrivePur products within 30 days
of the receipt of the funds by NDS for all non-cancelable products.
For cancelable customer contracts, NDS will remit all funds
as such funds become non-refundable to the customer. The
amounts to be remitted will be the contracted amount and no
interest shall accrue to the final payee with respect to any
amounts held or administered by NDS.
vii.
The administration of
long-term customer contracts, including the processing of customer
cancellations and the payment of the refundable portion of such
cancelled contracts to DrivePur customers.
viii.
NDS shall maintain a
marketing reserve account for PurWorld. For each DrivePur
application sold, NDS will hold $1 for future use by PurWorld to
pay for DrivePur marketing in a reserve account. Such funds
shall be the sole property of PurWorld and any interest accrued
thereon shall be payable to or used by PurWorld.
5.
Contract
Term .
In order to allow sufficient time for implementation, ramp-up
and meaningful market penetration, this Agreement is for a period
of five (5) years.
