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This partner agreement (hereafter called AGREEMENT) made this 20 th day of December 1999 is entered into by and between
Sonitrol Corp., a corporation chartered under the laws of the State of Virginia with principal place of business located at 211 N.
Union St., Suite 350 Alexandria, VA 22314 (hereafter called Sonitrol) and AXCESS Inc. (hereinafter called AXCESS) with
principal place of business located at 3208 Commander, TX 75006.
WHEREAS, AXCESS is engaged in the manufacture and sale of the PRODUCT as hereinafter defined; and WHEREAS,
SONITROL desires to purchase the PRODUCT from AXCESS in order to enhance its product line and to resell said PRODUCT
as a Original Equipment Manufacturer (OEM) under SONITROL' Trade name; and WHEREAS, AXCESS and SONITROL wish to
avail themselves of each other's technical expertise and sales and marketing capabilities in order to increase the sales and
distribution of the PRODUCT; and WHEREAS, AXCESS desires to sell to SONITROL for ultimate resale of the PRODUCT;
NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter contained, the parties agree as follows:
Shall mean AXCESS' products as described in Appendix 1 of this AGREEMENT and any derivatives thereof.
2.01 AXCESS hereby grants to SONITROL the non-exclusive right to sell and distribute the PRODUCT worldwide.
2.02 SONITROL and AXCESS understand and agree that this AGREEMENT does not constitute or authorize either party to
act as the agent or legal representative of the other party for any purpose whatsoever. This AGREEMENT is an
agreement of distributorship and not of agency. Neither party has granted to the other party any right of authority to
assume or to create any obligation or responsibility, express or implied, on behalf of the other party or in the name of the
other party, or to bind