EZCOMMERCE & MOBIFOR
POINTS OF AGREEMENT – SUBJECT TO CONTRACT
Party A Ez Commerce Co., Ltd (EZCOM)
Party B Mobifor (PARTNER)
Proposed Co-operation Structure PARTNER is the developer, concept owner and Intellectual Property owner of e-Commerce storefront platform, called “Mobifor”.
EZCOM is in the business of providing e-Commerce tools and services to online sellers in Thailand. EZCOM is desirous of incorporating components of Mobifor into its portfolio of service offerings to fulfill the needs of online sellers in Thailand.
PARTNER agrees to license Mobifor to EZCOM on an exclusive basis for EZCOM to operate, market, publish and manage sellers and partners in Thailand under the brandname “EzStore”
PARTNER shall be responsible for provision of technical know-how, documentation and trial products for the Mobifor. Including but not limited to specific customizations for Thailand and integrations with other products including but not limited to “EzOrder” from EZCOM.
EZCOM shall be responsible for sales and business operations including merchant acquisition, marketing and promotions in Thailand.
Business Entity For its sole commercial consideration, EZCOM may setup a joint-venture and / or subsidiary company with Partner to exclusively offer Mobifor in Thailand in the future. All arrangements hereunder agreed as apply in its entirety to the subsidiary company.
Localization and Customization of Platform PARTNER acknowledges that Mobifor may need to be customized to suit local business conditions. PARTNER will modify and adjust where possible to meet those needs.
EZCOM is responsible for providing local language content, obtaining and documenting local requirements and providing them to PARTNER.
Source Code & Co-Development PARTNER is the concept owner and IP owner of Mobifor.
In some cases PARTNER may provide APIs and some source code and other confidential information selected by PARTNER to EZCOM for development of required to meet specific needs.
In cases where co-development occurs, both EZCOM and PARTNER shall jointly share IP ownership for the co-developed components. However PARTNER remains the sole owner of Mobifor.
Support & Maintenance EZCOM shall provide first level support to its customers that utilize Mobifor including end-users and merchants.
PARTNER will provide support to EZCOM including second level support, documentation, training and regular maintenance of Mobifor.
Exclusivity and Term The relationship between EZCOM and PARTNER is mutually exclusive. PARTNER shall not offer Mobifor to other parties in Thailand and EZCOM shall not engage or offer similar products that may be in competition with Mobifor.
EZCOM will complete the business development plan agreed by both parties including a minimum numbers of merchant and consumer users.
The term is open ended with an initial period of two years and auto-renewed.
Revenue Sharing & Payments In view of the cooperation, EZCOM and PARTNER will share revenue and fees on a mutually determined and agreed rate to be determined.
EZCOM will be responsible for local contract, billing and collections and payment of appropriate taxes as required by law.
EZCOM shall declare to PARTNER all value of invoices made and shall pay to PARTNER within 14 days of receipt of payments from customers.
Confidentiality Neither party shall make any announcement or disclosure about these Points of Agreement without the written consent of the other.
Governing Law All agreements entered into between the Parties shall be governed by the laws of Singapore, and the any disputes arising which cannot be resolved by the Parties shall go to arbitration in Singapore.
Language English language can govern all contracts and agreements.
Other Points This Points of Agreement is an initial indication of terms on the basis of which the parties indicated above are prepared to cooperate and will be subject to a legal and binding agreement to be signed within sixty days of its acceptance by both parties.