EXHIBIT 10.1
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EarthSearch Communications International, Inc.
MASTER DISTRIBUTOR LICENSING AGREEMENT FOR
JSC KOMTELECOM-T
This Agreement dated 25th May, 2012, by and between EarthSearch Communications,
Inc., located at 810 Franklin Court, Suite H, Marietta, Georgia, USA 30067
(hereinafter "EarthSearch") and: JSC KomteleCom-T, located at 107045, r. MOCKBa,
CpeTeHcknn, TYNNK R.2, POCC1414 (Phone: 7495 916-58-91), (Hereinafter referred
to as "Master Distributor" whether signing as an individual or a company)
WHEREAS, EarthSearch is engaged in the business of selling the various
EarthSearch Communications wireless, RFID and GPS devices and/or accessories and
providing a subscription-based service in respect thereof (together with GATIS
"Global Asset Tracking ad Identifications System"; the "System"), and desires to
form a mutually profitable relationship with Master Distributor to obtain new
customers to purchase the System;
WHEREAS, Master Distributor is in the business of providing asset monitoring and
security service and desires to sell the System; and
WHEREAS, the parties, desire to set forth herein the terms and conditions under
which the Master Distributor will promote the products of EarthSearch
Communications
NOW THEREFORE, in consideration of the mutual covenants contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Appointment of Master Distributor and Master Distributor's Responsibilities
(A)EarthSearch hereby appoints Master Distributor the right to sell the
EarthSearch Systems, products and services to a Distributor network and end user
clients.
(B)Master Distributor (or an employee of Master Distributor) shall be
responsible for the installation of the System to end user customer, the Master
Distributor shall be responsible for development of proper installation training
procedures for all other distributors that it shall license to resell the
EarthSearch products. If Master Distributor does not directly perform the
installation of the System and retains a third party to do so, the Master
Distributor will be responsible for ensuring that the third party so chosen has
been trained by Master Distributor or The installer must have received full
installation guidelines, procedures and policies from Master Distributor or
EarthSearch Communications. Master Distributor shall have full and complete
responsibility and liability for all claims arising out of defective
installation of devices or the lack of compliance with EarthSearch Product
Installation Manual.
(C)Master Distributor agrees to return all defective devices and/or accessories
for repair, maintenance; or replacement whichever is needed. Master Distributor
agrees not to allow installer, its distributors or end user clients to tamper
with the inner workings of the device at any time. Tampering with the device
will avoid ANY warranties from EarthSearch Communications and will result in
charge back to the Master Distributor at rate established for Master Distributor
purchase price of the device.
(D)Exclusive Territory: Russian Federation
EarthSearch hereby grant sole and exclusive rights, sell, distribute,
sub-license all of its GPS, RFID, Warehouse and all other logistics services and
product developed and offered by the company in the exclusive territory
described herein to Master Distributor. EarthSearch shall make best effort at
all times to assist and support Master