MARKETING
AGREEMENT
This MARKETING AGREEMENT (this
“Agreement”) is entered into, as of
April 22, 2008, by and between i2Telecom
International, Inc. , a Washington corporation, with its
principal office at 5070 Old Ellis Point, Suite 110, Roswell, GA
30076 (“Company”) and Virenta, LLC , a Texas
limited liability company, with an address at PO BOX 92338,
Southlake, Texas 76092 (“Virenta”).
RECITALS:
WHEREAS, Virenta, by and through its officers,
employees, agents, representatives and affiliates, has expertise in
the areas of marketing, product strategy and other matters relating
to the business of the Company; and
WHEREAS, the Company desires to utilize the
expertise of Virenta.
AGREEMENT:
NOW, THEREFORE, in consideration of the
foregoing recitals and the covenants and conditions herein set
forth, the parties hereto agree as follows:
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The terms
defined in this Section shall have the meanings set forth below
whenever they appear in this Agreement, unless the context in which
they are used clearly requires a different meaning, or a different
definition is described for a particular Section or
provision.
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“Subscriber Override” means (a)
fifteen percent (15%) of the revenue the Company receives from each
subscriber of the Company when the subscriber subscribes to the
Company’s services through a Direct Channel; or (b) thirty
percent (30%) of the Net Margin the Company earns from each
subscriber of the Company when the subscriber subscribes to the
Company’s services through an Indirect Channel.
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“Bounty” means a one-time payment of
Ten Dollars ($10.00) for each new subscriber who subscribes to the
Company’s services through one of Virenta’s marketing
programs or through one of the Strategic Partners introduced to the
Company by Virenta; provided, however, that the new subscriber
remains a customer of the Company for at least 90 days and has a
monthly average revenue of at least $15.00 per month for those 90
days.
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“Profit
Participation” means fifty percent (50%) of the profits
received by the Company from each new subscriber of the Company
when the new subscriber subscribes to the Company’s services
through one of Virenta’s marketing programs or through one of
the Strategic Partners introduced to the Company by Virenta when
the Company’s Net Profit after all costs and commissions is
in excess of twenty-five (25%).
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Agreement
– Page 1 of 9
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Company:_____; Virenta:______
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“Net
Margin” means gross revenue received less (a) cost of goods
sold and (b) $1.00 per month per user to the Company for general
and administrative expenses.
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“Cash
Flow Positive” means earnings before interest, taxes
depreciation and amortization for a fiscal year-end
quarter.
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“Strategic Partner(s)” means an
individual, entity or organization with which the Company enters
into a contractual agreement for the individual, entity or
organization to provide the Company’s services.
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“Direct
Channel” means a subscriber who subscribes to the
Company’s services without a channel relationship between the
subscriber and the Company.
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“Indirect
Channel” means a subscriber who subscribes to the
Company’s services through and with a channel partner of the
Company between the subscriber and the Company.
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Company agrees
to hire Virenta and Virenta agrees to provide services to Company
in the areas of marketing, product strategy and other matters
relating to the business of the Company (the
“Services”).
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Virenta is
granted the right to market the Company’s services through
web-based online affiliate registration programs and other similar
web-based programs. Virenta will be given such other rights
necessary to protect the implementation of Virenta’s online
marketing programs.
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Incentive
payments to third parties associated with Virenta’s affiliate
registration and online marketing programs will be paid by the
Company. The Company must approve all incentive payments prior to
the implementation of the programs by Virenta.
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The Company
agrees to make trial periods and discounts available to potential
customers solicited by Virenta. The Company must approve all trial
periods and discounts offered by Virenta prior to the
implementation of the programs by Virenta.
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Virenta will be
allowed to sell airtime minutes on a wholesale basis. The parties
recognize that the selling of wholesale minutes will not commence
until appropriate processes and technologies are implemented by the
Company and such processes and technologies are not currently in
place. The parties further agree that they will work in good faith
to implement such processes and technologies as their resources
allow.
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Agreement
– Page 2 of 9
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Company:_____; Virenta:______
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The Company
will pay Virenta $22,916.00 monthly (the “Monthly
Payment”). Twenty-five percent (25%) of the Monthly Payment
will be deferred until the Company becomes Cash Flow Positive or
other mutually agreed-upon financial objectives are met at which
time the deferred amount will be paid in full. As the Subscriber
Revenue (defined later herein) increases, the Monthly Payment will
be offset and decrease so that the combination of the Monthly
Payment and the Subscriber Revenue equals at least $22,916.00 per
month. When the Subscriber Revenue exceeds $22,916.00 in
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