EXHIBIT
10.36


 


STRATEGIC
PARTNERSHIP AGREEMENT


 


The following describes the companies, duties and responsibilities of
the Strategic Partnership between PurchaseSoft Inc, The United States Mexico
Chamber of Commerce (USMCOC) and Cornerstone Communications, LLC.


 


Upon execution of this agreement by all parties, each shall work
diligently to ensure overall approval for the “Wiring the Border” project. Each
party shall individually and collectively acknowledge their duties and
responsibilities to the project and their respective commitments thereto, as
outlined below.  Each executive agrees
to make himself reasonably available for interviews and meetings regarding the
aspects of the project which pertain to his company’s duties and
responsibilities.


 


Upon project funding and based upon the current business model for the
e-Marketplace, a revenue sharing agreement for the sharing of ongoing revenues
from the e-Marketplace will be developed. 
The revenue sharing agreement will be drafted and executed by all
parties within 30 days of project funding. 
This revenue sharing agreement would be considered an attachment to this
Strategic Partnership Agreement.


 


Definitions


 


1.              PurchaseSoft, Inc.


PurchaseSoft, Inc., a Delaware
corporation, is a software company, which has specialized in procurement
software and has been in operation for 24 years.


 


2.              USMCOC


A group of distinguished Mexican
and U.S. businessmen established the United States-Mexico Chamber of Commerce
(USMCOC) in 1973 as a 501 (c) (6) non-profit business association chartered in
Washington D.C.  The coalition of
businessmen created a bilateral organization to promote trade, investment, and
joint ventures on both sides of the border. 
Now in its third decade of operation, the Chamber has grown into a
unique non-profit corporation operating through 12 offices in Mexico and the
United States. All chapters and offices, with strong local membership and
international contacts, help businesses bridge differences in legal, regulatory
and economic systems, as well as language and culture.


 


3.              Cornerstone Communications, LLC


Cornerstone Communications is a
business development organization.  The
partners that comprise Cornerstone bring domain knowledge in the areas of
print/graphic arts, financial services, and government among others and have
acted in senior advisory roles and leadership positions for various
corporations and agencies. 
Additionally, each of these individuals has acquired and maintained
valuable business relationships during the normal course of business, including
deep corporate and governmental relationships in Mexico and Latin America.  Cornerstone’s objective is to create value
for its clients by leveraging these capabilities in an advisory and business
development role.  Cornerstone is
currently under contract with the U.S. – Mexican Chamber of Commerce.


 


Duties and Responsibilities


 


1.              PurchaseSoft,
Inc.


PurchaseSoft’s duties and
responsibilities will be primarily that of a “Solutions/Technology”
provider.  Contingent upon securing at
least $24,000 in funding for the project (“Project Funding”), PurchaseSoft will
provide their products and product knowledge, free of charge, to create an
e-marketplace environment for the Partnership. 
The products utilized will be V3, and/ or Source Smart if required, as
update or improved from time to time. 
Contingent upon Project Funding, PurchaseSoft will be first to recoup
expenses associated with this project at $24,000.00 for the expense of the
support and maintenance of V3 and/or Source Smart software, as outlined in Attachment A – PurchaseSoft, Inc. Software Maintenance
Agreement.


 


2.              USMCOC


The
USMCOC will essentially provide the membership community for the e-marketplace
environment. USMCOC will promote and diligently facilitate usage of the
marketplace among its membership and other affiliate organizations.


 


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3.              Cornerstone
Communications, LLC


Cornerstone
Communications will facilitate communications and mange the overall
relationship between PurchaseSoft and the USMCOC.  This project includes but is not limited to the e-marketplace
which PurchaseSoft, USMCOC, and Cornerstone will create. Cornerstone will
provide business development and marketing expertise to diligently promote the
“Wiring the Border” project through activities that may include developing and
managing seminars, mailings, and additional promotional activities to be paid
for and supported by the Chamber and/or PurchaseSoft as agreed to from time to
time.


 


 


	
  Agreed and
  accepted by;

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Cornerstone Communications, LLC

  	
   

  	
  PurchaseSoft, Inc.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Virgil K. Horton Jr.

  	
   

  	
   

  	
  By:

  	
  /s/ Steven A. Flagg

  	
   

  
	
  Title:

  	
  Chairman, President, CEO

  	
   

  	
  Title:

  	
  President & CEO

  
	
  Date:

  	
  12/01/2003

  	
   

  	
  Date:

  	
  11/20/2003

  
	
   

  	
   

  	
   

  
	
  USMCOC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Al Zapanta

  	
   

  	
   

  	
   

  
	
  Title:

  	
  President & CEO

  	
   

  	
   

  
	
  Date:

  	
  12/02/2003

  	
   

  	
   

  
								



 


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