Exclusive Reseller Agreement between Baxtech Asia Pte Ltd and Voz Mobile Cloud Ltd for UCS Telephony Solutions

 Exhibit 10.2 RESELLER AGREEMENT THIS AGREEMENT is made the 14th day of December 2012 Between (1) BAXTECH ASIA PTE LTD, a company incorporated in Singapore and having its registered office at 190 Middle Road, #19-05 Fortune Centre, Singapore 688979 ("Baxtech") And (2) [VOZ MOBILE CLOUD LTD], a company incorporated in Washington, United States of America ("Voz") (Baxtech and Voz collectively the "Parties" and each a "Party") WHEREAS: (A) Baxtech is the proprietor of the Universal Communication System ("UCS") together with all other commercial rights in conjunction therewith. The UCS consolidates multiple modes of communication such as emails, sms, voice mails, fax, instant messaging into the same inbox. The user can also make calls and send email, sms, and voicemails within the same system. The user has the convenience of having all modes of communication in the same place. This is useful especially in a work setting as it is important to archive all modes of communications (e.g. voice mails, sms) and not just email alone. The system also has the ability to forward voice mails to colleagues to take action. (B) Voz is a company that markets telephony solutions in the United States. (C) Baxtech has agreed to grant to Voz the exclusive right to sell and supply the Product (as herein defined) directly to Customers upon the terms and conditions set out in this Agreement. NOW IT IS HEREBY AGREED as follows:- 1. INTERPRETATION 1.1 Definitions - In this Agreement unless the context otherwise requires the following words or expressions shall have the following meanings:- "Customers" means end users of its telephony solutions or intermediaries through which these services are delivered to the end users such as telecommunication companies. "Gross Sales" means all revenue from the sale of the Product and Service by Voz, whether for cash or credit, regardless of collection in the case of credit. Provided that Gross Sales shall not include all VAT, sales tax, and goods and services tax. "Product" means telephony solutions that consolidate multiple modes of communication into one location and enables hands-free communication. It refers to software only and not to any hardware that Voz may need in supplying the Product. "Royalty" means the continuing quarterly royalty fees payable by Voz to Baxtech equal to 4 percent (4%) of the Gross Sales and in accordance with Clause 4.2 of this Agreement. "Service" means supply of telephony solutions as described above either directly to end users or through telecommunication companies. 1 <PAGE> "Territory" means the United States of America. "Trade Marks" means any trade mark and device together with trade names, and logos owned by Baxtech from time to time. 1.2 Miscellaneous - Unless the context otherwise requires :- (a) words importing the singular number include the plural number, and vice versa, and words importing the masculine gender include the feminine and neuter genders, and vice versa; (b) the words "hereof", "herein", "hereon" and "hereunder" and words of a similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; (c) the headings to the Clauses hereof shall not be deemed to be a part thereof or be taken in consideration in the interpretation or construction thereof or of this Agreement; (d) references herein to Clauses and Schedules are references to Clauses of and Schedules to this Agreement; (e) references herein to documents include variations and replacements thereof and supplements thereto; (f) references herein to statutes and other legislation include re-enactments and amendments thereof and include any subordinate legislation made under any such statute; and (g) references herein to a party include its permitted assigns and transferees, and its successors-in-title and personal representatives. (h) "quarter" or "quarterly" means a period of 3 calendar months commencing from January, April, July and October of each year. 2. APPOINTMENT 2.1 Appointment - Baxtech hereby appoints Voz as the exclusive reseller of the Products in the United States and grants to Voz a transferable license (to parties approved by Baxtech) to reproduce and sell and supply the Product directly to Customers for the duration of this Agreement and any renewal thereof. 2.2 Restricted Sale - Voz undertakes and agrees that it will not sell or supply the Product to any person, firm or company who is not a Customer. 3. DURATION AND RENEWAL 3.1 Commencement & Term - This Agreement shall commence on 14 Dec. 2012 and shall continue for a period of 10 years until 13 Dec 2022 subject to the provisions for termination set out in Clause 13. 3.2 Renewal - This Agreement shall be automatically renewed for another 10 years upon the same terms and conditions as herein provided unless either Party notifies the other Party in writing of its intention not to renew this Agreement at least six (6) months prior to the expiration date of this Agreement. 4. CONSIDERATION, FEES AND PAYMENT 4.1 Consideration - In consideration of the rights and licence granted to Voz under this Agreement, Voz shall issue and allot to Baxtech 14 million shares of common stock in the share capital of Voz upon the signing of this Agreement. 4.2 Royalty - During the term of this Agreement, Voz shall pay to Baxtech the continuing Royalty quarterly not later than thirty (30) days after the last day of each relevant quarter. 2 <PAGE> 4.3 Retainer Fee - In consideration for the technical support and software enhancements provided by Baxtech Asia Pte. Ltd. to Voz Mobile Cloud Ltd, it has been mutually agreed that a monthly retainer fee of US$30,000 would be payable to Baxtech starting from Jan 1 2013. This monthly amount will be accrued and become payable only when Voz raises a minimum of US$200,000. 4.4 Payments - All Royalty and other monies payable hereunder shall be due and payable in Dollars and on the due dates provided hereunder regardless of any disputes or controversies between the Franchisor and the Franchisee and/or the Franchisee and third parties and shall not relieve the Franchisee from its obligations to pay Royalty or such other monies payable hereunder on the due date without deduction or set off. 4.5 Late Payment Interest - All Royalty and other monies payable hereunder not actually received by the Franchisor in the manner herein provided, on or before the due date shall be deemed overdue. The Franchisee shall pay interest on all such overdue payment from due date to date of full payment at the Prescribed Interest Rate. 5. VOZ'S OBLIGATIONS 5.1 Voz's Undertakings - Voz hereby undertakes and agrees with Baxtech that it will at all times during the continuance in force of this Agreement observe and perform the terms and conditions set out in this Agreement and in particular: (a) will not be concerned or interested either directly or indirectly in the manufacture, production, importation, sale or advertisement of any software product in the Territory which might compete or interfere with the sale of the Product except with the consent of Baxtech in writing; (b) will not either directly or through any agent resell the Product outside the Territory or knowingly or having reason to believe that they would be so resold sell the Product to any person, firm or company in the Territory with a view to its resale outside the Territory except with the written consent of Baxtech; (c) will in all correspondence and other dealings relating directly or indirectly to the sale or other dispositions of the Product clearly indicate that it is acting as principal; (d) will not incur any liability on behalf of Baxtech or in any way pledge or purport to pledge Baxtech's credit; (e) will promptly bring to the notice of Baxtech any information received by it which is likely to be of interest use or benefit to Baxtech in relation to the marketing of the Product in the Territory; (f) will from time to time upon the request of the Company supply to Baxtech reports and other information relating to the Project; (g) will, at its own expense, comply with all applicable laws and regulations, obtain all necessary permits, consents and authorizations, and pay all duties, levies and taxes for the provision of any services relating to the use or sale of the Product in the Territory; (h) will not use the Trade Marks or designs of the Product except with the consent and in accordance with any directions given by Baxtech; (i) will furnish to Baxtech reports and information required by Baxtech from time to time including but not limited to monthly sales reports; (j) will keep full and correct records showing details of the Product sold and such other information as may be reasonably requested by Baxtech. 3 <PAGE> 5.2 Trade Marks - Voz acknowledges that the Trade Mark is the property of Baxtech and that use of the Trade Mark shall be for the benefit of Baxtech. Voz shall not at any time contest Baxtech's ownership of the Trade Mark and undertakes not to use the Trade Mark in derogation of the rights of Baxtech. Registration of the Trade Mark in the Territory shall be solely at Baxtech's discretion and costs, and in its name. Voz shall not register or attempt to register the Trade Mark in the Territory or elsewhere. 6. TRAINING AND TECHNICAL SUPPORT 6.1 Baxtech will provide Voz, at no additional charge, a one time product and service training at Voz's office to enable Voz's technical staff to attain industry standard knowledge and competency in operating of the Product. Baxtech may make available additional training at mutually agreeable charges. 6.2 During the term of this Agreement, Baxtech will provide Voz, at no additional charge, telephone technical support. Except as otherwise provided in this Agreement or as may be otherwise agreed between the parties, Baxtech may make available additional technical support at mutually agreeable charges. 6.3 Baxtech will provide operating and/or user manuals in the English language with each Product delivered. 7. NO WARRANTY EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PRODUCT IS PROVIDED AND LICENSED "AS IS" AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW OR OTHERWISE, REGARDING THEM, OR ANY OTHER PRODUCT OR SERVICE PROVIDED HEREUNDER OR IN CONNECTION HEREWITH. BAXTECH DISCLAIMS ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABLE QUALITY, MERCHANTABILITY, DURABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING PERFORMANCE OF THE PRODUCT, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY BAXTECH. THERE IS NO IMPLIED WARRANTY OF NON-INFRINGEMENT. 8. LIMITATION OF LIABILITY 8.1 IN NO EVENT SHALL BAXTECH BE LIABLE TO VOZ FOR ANY LOSS OF PROFITS, LOSS OF USE, CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES OF ANY KIND BASED UPON A CLAIM GROUNDED IN TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY OR OTHERWISE, EVEN IF BAXTECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8.2 Baxtech's liability under this Agreement for any reasons whatsoever shall be limited to replacing the Product concerned (at Baxtech's cost and expense). 9. INDEMNITY BY VOZ Baxtech shall not be liable for and Voz shall indemnify and keep Baxtech indemnified and harmless against any claim by or loss or damage to any person or property directly or indirectly occasioned by or arising from the use or operation or possession of the Product, and from negligence or default or misuse by or on the part of Voz or any person or persons other than Baxtech using or operating or possessing the Product. This indemnity shall extend to any legal costs (on an indemnity basis) and expenses incurred by Baxtech. 4 <PAGE> 10.1 CONFIDENTIALITY 10.1 Confidential Information - This Agreement and all communications between the parties hereto and all information and other material supplied to or received by a party from the other party which is either marked "confidential" or is identified by the disclosing party at the time such information or material is supplied as information or material intended to be treated as confidential or sensitive information, and any information concerning the business transactions, financial arrangements or affairs of a party hereto coming to the knowledge of the recipient ("Confidential Information"), shall be kept confidential by the recipient unless or until compelled to disclose by judicial or administrative procedures, by other requirements of applicable law, or the recipient can reasonably demonstrate that it is or part of it is in the public domain, whereupon, to the extent that it is in the public domain, this obligation shall cease. 10.2 Permitted access by others - Each party hereto shall cause its directors, officers, employees, agents and subcontractors who shall have access on a "need to know" basis to such Confidential Information to retain such Confidential Information in confidence and not to use or attempt to use any such information in any manner which may injure or cause loss either directly or indirectly to the other party or its business or may be likely to do so. 11. FORCE MAJEURE No delay or failure of performance by either Party of its obligations hereunder (except the obligation to pay money) shall be deemed to be a breach of or default under this Agreement nor give rise to any claim by the other party if and so long as such delay or failure is occasioned by or in consequence of any Acts of God; strikes, lockouts, or other labour disputes; wars, blockades, insurrection, civil disturbances, acts of public enemies; riots, epidemics; lightning, earthquake, fires, explosions, storms, floods, landslides, washouts, arrests and restraints of rulers and people, acts of public enemies, the order or direction of any court or other authorities having jurisdiction; and any other cause or circumstances whether of the kind herein enumerated or otherwise which is not within the reasonable control of the Party invoking this clause, and not the result of its negligence or lack of due diligence. 12. TERMINATION Baxtech shall have the right at any time by giving notice in writing to Voz to terminate this Agreement forthwith in any of the following events:- (a) If Voz is in breach of any of its obligations to pay any monies owing to the Baxtech hereunder; (b) If Voz is in default in respect of any of its obligations under this Agreement (other than as referred to in paragraph (a) above) and Voz fails to remedy such default within 30 days of receiving written notice from Baxtech to remedy the same; (c) If Voz enters into liquidation or a resolution is passed or an order is made for the winding up of Voz whether voluntary or compulsory (save for the purpose of reconstruction or amalgamation); or if Voz becomes insolvent, is unable to pay its debts as they fall due, stops, suspends or threatens to stop or suspend payment of all or a material part of its debts; or makes a general assignment or an arrangement or composition with or for the benefit of its creditors; (d) On the appointment of a receiver, custodian, manager, judicial manager or similar officer over the affairs or assets of Voz or the taking of any steps with respect to the making of such appointment; (e) If Voz takes steps to or threatens to cease to carry on its business as a going concern. 5 <PAGE> 13. RIGHTS AND OBLIGATIONS ON TERMINATION 13.1 Upon the expiry or termination of this Agreement, Voz shall:- (a) immediately pay to Baxtech all outstanding sums of money owing by Voz which shall become immediately due and payable notwithstanding the payment terms set out in Schedule 1 or otherwise agreed between the parties; and (b) promptly return to Baxtech all documents, materials and information in its possession and supplied by Baxtech together with any copies thereof made by Voz. 13.2 Notwithstanding the expiry or termination of this Agreement, the obligations and undertakings of Voz and the rights of Baxtech set out in Clauses 7, 8, 9, 10 and 11 shall remain in full force and effect so far as such obligations and undertakings and such rights are not fulfilled or discharged, or have not lapsed by effusion of time. 14. GENERAL 14.1 Entire Agreement - This Agreement embodies all the terms and conditions agreed upon between the Parties as to the subject matter of this Agreement and supersedes and cancels in all respects all previous agreements and undertakings, between the Parties with respect to the subject matter hereof whether such be written or oral. This Agreement shall not be altered, changed, supplemented, or amended except by written instruments signed by the Parties. 14.2 Independent Contractor - Voz shall be an independent contractor and nothing in this Agreement shall constitute or be deemed to constitute Voz an agent, legal representative, subsidiary, partner, employee or servant of Baxtech for any purpose whatsoever and Voz shall not have any authority or power to bind Voz or to contract in the name of and create a liability against Baxtech in any way or for any purpose. 14.3 Assignment - All rights and obligations hereunder are personal to Voz and Voz shall not assign any such rights and obligations to any third party without the prior consent in writing of Baxtech. 14.4 No Waiver - No failure by any Party to exercise and no delay by any Party in exercising any right, power or remedy under this Agreement will operate as a waiver. Nor will any single or partial exercise by any Party of any right, power or remedy preclude any other or further exercise of that or any other right, power or remedy by such Party. No waiver shall be valid unless in writing signed by both Parties. The rights and remedies herein are in addition to any rights or remedies provided by law. 14.5 Severance - Any one or more clauses, stipulations or provisions of this Agreement, or any part thereof, which is declared or adjudged to be illegal, invalid, prohibited or unenforceable under any applicable law in any jurisdiction shall be ineffective to the extent of such illegality, invalidity, prohibition or unenforceability without invalidating, vitiating or rendering unenforceable the remaining clauses, stipulations or provisions of this Agreement, and any such illegality, invalidity, prohibition or unenforceability in any jurisdiction shall not invalidate, vitiate or render unenforceable any such clauses, stipulations or provisions in any other jurisdiction. 15. NOTICES All notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and delivered personally or sent by prepaid registered post or by fax or by email addressed to the intended recipient thereof at its address or fax number or email address set out below (or to such other address or fax number or email as any Party may from time to time notify the other Party). Any such notice, demand or communication shall be deemed to have been duly served on and received by the addressee: 6 <PAGE> (a) if delivered by hand, at the time of delivery; (b) if sent by prepaid registered post, within 7 days of posting; (c) if transmitted by way of fax, at the time of transmission; or (d) if transmitted by email, at the time of transmission. In proving the giving of a notice or any other document, it shall be sufficient to show: (i) in the case of registered post, that the notice or other document was contained in an envelope which was duly addressed and posted; or (ii) in the case of fax, that the fax transmission was duly transmitted from the transmitting terminal as evidence by a transmission report generated by the transmitting terminal; or (iii)in the case of email, that the email was duly transmitted and acknowledged by the intended recipient. Baxtech : Baxtech Asia Pte Ltd ***@*** Voz : [Voz Mobile Cloud Ltd]  ***@*** 16. GOVERNING LAW This Agreement shall be governed by, interpreted and construed in accordance with the laws of Singapore. 17. ARBITRATION 17.1 Any dispute arising out of or in connection with this Agreement including any questions regarding its existence, validity or termination shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force which rules are deemed to be incorporated by reference into this Clause. The Tribunal shall consist of one arbitrator (the "Arbitrator") to be appointed by the Chairman of the Singapore International Arbitration Centre. The language of the arbitration shall be English. 17.2 The decision in writing of the Arbitrator shall be final and conclusive upon both Parties. The costs and expenses of arbitration, including the compensation and expenses of the Arbitrator, shall be borne by the Parties as the Arbitrator may determine. Either Party may apply to any court which has jurisdiction for an order confirming the award or commence legal proceedings to sue on the award. Except as provided below, any right of either Party to judicial action on any matter subject to arbitration hereunder is hereby waived, except suit to enforce the arbitration award. 18. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT (CAP. 53B) NOT APPLICABLE Save for the parties specifically identified at the beginning of this Agreement, any person or entity who is not a party to this Agreement whether or not any benefit is conferred or purported to be conferred on him directly or indirectly has no rights under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term or condition of this Agreement. 7 <PAGE> 19. COUNTERPARTS This Agreement may be executed in any number of counterparts and all such counterparts shall be deemed to constitute one and the same instrument. The execution of this Agreement shall not be effective until the counterparts of this Agreement have been executed by the Parties and executed copies delivered to each Party. The Parties have caused this Agreement to be executed on the day and year first above written. Baxtech BAXTECH ASIA PTE LTD By: /s/ Lawrence Lee -------------------------------- Name: Lawrence Lee Title: Director Voz [VOZ MOBILE CLOUD LTD] By: /s/ Lawrence Lee -------------------------------- Name: Lawrence Lee Title: President 8