1.1 TDOPTIONS hereby appoints the Agent, as its non-exclusive service Agent, under the terms and conditions provided herein, and the Agent hereby accepts such appointment.
1.2 Within its appointment as TDOPTIONS’s non-exclusive service Agent, the Agent will be responsible for providing the Services, which will include promoting and marketing the Business, including the Trading Platform, to Prospects.
1.3 Except as otherwise set forth herein, any agreement with Prospects shall be executed directly by TDOPTIONS.
2. Term of the Agreement
2.1 This Agreement shall be effective as of the Effective Date and shall remain in effect for a period of 12 months.
2.2 Extension of the Term shall be subject to the Parties' agreement, at their own discretion, based on an assessment of the results of the Agent's efforts.
3. The Agent’s Duties
3.1 During the Term, the Agent shall provide the Services, which will include the following:
(i) Locating and identifying Prospects for TDOPTIONS and introducing TDOPTIONS to such Prospects. In this respect, the Agent will submit to TDOPTIONS for its approval, written notification of the name of a contact and unless TDOPTIONS notifies the Agent within 3 business days that such contact is a previous or current contact of TDOPTIONS, then such contact will be deemed to be approved as a Prospect;
(ii) If so required by TDOPTIONS, assisting TDOPTIONS in the negotiations with the Prospects towards a final contract between TDOPTIONS and such Prospects and diligently performing all actions that TDOPTIONS requires it to perform;
(iii) Promoting and marketing the Business, either using TDOPTIONS's marketing material or its own marketing material, provided such material is approved in advance by TDOPTIONS;
(iv) Assisting and guiding TDOPTIONS with respect to the business culture and practices in the Prospect's territory; and
(v) Upon TDOPTIONS's request, use best efforts to assist TDOPTIONS with any collection of money owed to TDOPTIONS.
3.2 In rendering the Services, the Agent shall not make, and has no authority to make, any statements or representations concerning the Business that exceed or are in any way inconsistent with the information regarding the Business or TDOPTIONS as provided by TDOPTIONS. In addition, the Agent shall not make any representation with respect to or on behalf of TDOPTIONS, without its prior express written authorization.
4. TDOPTIONS’s Duties
4.1 During the Term, TDOPTIONS shall:
(i) Support the Agent by providing it with updated information about the Business and other data as may be reasonably required for carrying out the Services; and
(ii) Maintain liaison with the Agent in respect of the Agent’s activities under this Agreement and keep the Agent informed of its contracts with Prospects.
5. Intellectual Property and Confidentiality
5.1 The Agent acknowledges TDOPTIONS 's exclusive right, title and interest in any and all patents, copyrights, designs and any other intellectual property rights, whether registered or not, and all know-how regarding the Business, including the Trading Platform. The Agent shall promptly notify TDOPTIONS of any infringement or alleged infringement of any of TDOPTIONS 's intellectual property rights by any third party of which it becomes aware, and shall assist TDOPTIONS in protecting its rights in connection therewith.
5.2 The contents of this Agreement and any and all information disclosed by TDOPTIONS to the Agent prior to or during the Term, whether in writing, orally or in any other form, which is not in the public domain ("Confidential Information"), shall be held by the Agent in absolute confidence, and the Agent shall take all reasonable and necessary steps to prevent the disclosure and dissemination of such Confidential Information to any third party. Disclosure of such Confidential Information by the Agent shall be subject to TDOPTIONS’s prior written approval, and in any event, such disclosure by the Agent shall be solely in the scope of providing the Services and whilst maintaining TDOPTIONS’s best interests. The provisions of this section shall survive termination or expiration of this Agreement for any reason whatsoever.
6. Termination of the Agreement
6.1 If either Party is in default of any material provision of this Agreement, and such default is not corrected within 30 days after receipt of written notice specifying the default, this Agreement may be terminated immediately thereafter by the non-defaulting Party. Nothing contained herein shall be construed to limit or waive any rights or remedies available to the Parties hereunder, or under applicable law by reason of any such failure or breach.
6.2 Either Party may terminate this Agreement immediately in the event that the other Party should become insolvent, or upon the filing by or against the other Party of a petition in bankruptcy or reorganization, or the appointment of a liquidator or receiver and if such petition is not discharged nor such liquidator or receiver withdrawn within 60 days, or upon assignment for the benefit of creditors of such Party, or such similar action.
6.3 The following provisions shall apply upon termination or expiration of this Agreement:
(a) The Agent shall cease all activities on behalf of TDOPTIONS, and shall return to TDOPTIONS all Confidential Information previously furnished by TDOPTIONS and still in its possession, as well as all advertising materials in its possession.