The Basic Agreement
Between
Total Control Products, Inc. And Digital Electronics Corp.
This agreement is made and entered into and made effective as of this 1st day of
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April, 1995 by and between the following parties (hereinafter called "the
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Parties"):
Total Control Products, Inc. (hereinafter called "TCP")
0000 X. Xxxxxx Xxx.
Xxxxxxx Xxxx, XX 00000 X.X.X.
Digital Electronics Corp. (hereinafter called "Digital")
0-0-00 Xxxxx Xxxxxxx
Xxxxxxx-xx, Xxxxx 000 Xxxxx
1. Definition
"The Software Product(s)", as used in this agreement, shall mean the software
product(s) co-developed by the Parties. "the Digital's Hardware Product(s)"
shall mean the hardware which is manufactured by Digital. "European
Joint-Venture Company" shall mean the company which will be founded by the
Parties in Europe.
2. Property Right of The Software Product(s)
The property right of the Software Product(s) shall be belonged to both TCP
and Digital.
3. Sales Territory
TCP's sales territory is North and South America. Digital's sales territory
is Asia and Oceania. European Joint-Venture Company's sales territory is
Europe.
4. Exclusivity
Digital shall not provide the Digital's Hardware Product(s) other than the
companies within their sales territory as mentioned section 3 above.
5. The market information
The Parties shall provide their market information such as the sales amount,
the major distributors, competitors and the market trends in each three (3)
months.
6. The software royalty
(1). The software sales for the Digital's Hardware Products shall have no
royalty.
(2). The software sales for the non-Digital's Hardware Products shall be
involved the royalty payment. The amount of the royalty shall be
discussed and fixed in another agreement.
7. Termination
This agreement shall remain enforced for ten (10) years from the effective
date. The Parties shall discuss this agreement two (2) years before the
agreement is terminated.
In witness of conclusion, the Parties sign this agreement in duplicate and each
party holds one of them.
Total Control Products, Inc. Digital Electronics Corp.
by /s/ Nic Gihl by /s/ Xxxxx Xxxx
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Nic Gihl Xxxxx Xxxx
President President
