Academic Regalia Purchase And Rental Agreement
Academic
Regalia
Between:
Incorporated
in 2004 in the State of Nevada, USA
000
Xxxxxx Xxxxx,
Xxxxxx
Xxxx, Xxxxxx XXX 00000
(hereinafter
referred to as “Amerasia”)
And:
The
Artona Group Inc. (“Artona”)
Incorporated
in British Columbia, Canada
000
Xxxx 0xx
Xxxxxx
Xxxxxxxxx,
XX, X0X 0X0
(hereinafter
referred to as “Artona”)
Whereas:
Amerasia
is a supplier of academic regalia for convocation and Artona is a private
photography studio with its operation in Xxxxxxxxx, XX, Xxxxxx. Both Parties
has
an Agreement signed May 31st
2004 and
an Addendum signed June 15th
2004,
for the marketing of the academic regalia. This initial marketing campaign
has
proven a success and both parties agree to go further for the marketing of
such
products.
Both
parties are desirous of entering into this Agreement, to supersede the May
31
2004 Agreement and June 15 2004 Addendum, for the marketing of Amerasia’s
academic regalia products in the North American market place.
NOW
THEREFORE THIS AGREEMENT WITNESSETH that both parties agrees as
follows:
| 1. |
Artona
places an order of 1,500 regalia from Amerasia on the signing of this
Agreement.
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| 2. |
Amerasia
will delivery the said order no later than March 31,
2006.
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| 3. |
All
of the 1,500 gowns ordered are in black color inclusive of cap, tassel
and
year date in gold for 2006.
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| 4. |
The
cost of the order is set at USD$29.50 per regalia delivered, inclusive
of
gown, cap, tassel and year date. This cost will be the base for either
“Purchase” or “Rental” decided in a later
date.
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| 5. |
Artona
will purchase or rent no less than 6,000 units of regalia exclusively
from
Amerasia over the next four years from Amerasia. The base price will
be
decided at time of order.
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| 6. |
For
the purpose of calculating the sharing of the rental profits, both
Parties
agree as follows:
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| a. |
For
rental in British Columbia, both companies will share profits of
50% each
after direct costs.
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| b. |
All
other area outside of British Columbia, 60% profits to Amerasia and
40%
profits to Artona after direct costs.
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| 7. |
Artona
agrees to provide advisory support and assistance in identifying other
similar photography studios in North America for the marketing of Amerasia
products.
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| 8. |
Both
Parties shall have the rights to terminate this Agreement upon mutual
agreement. In such event, a written noticed shall be delivered to the
other party no less than 60 days of such
cancellation.
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Whereas
both Parties agree further to the terms and conditions as follows:
Indemnity
And Limitation of Liability:
Artona
hereby indemnifies, holds harmless and defends Amerasia its Board of Directors,
officers, and agents against any and all claims (including all legal fees and
disbursements incurred in association therewith) arising out of the exercise
of
any rights under this Agreement including, without limiting the generality
of
the foregoing, against any damages or losses, consequential or otherwise,
arising from or out of the use of Amerasia’s Products produce under this
Agreement by Artona or their customers or end-users howsoever the same may
arise.
Amerasia's
total liability, whether under the express or implied terms of this Agreement,
in tort (including negligence), or at common law, for any loss or damage
suffered by Artona, whether direct, indirect or special, or any other similar
or
like damage that may arise or does arise from any breaches of this Agreement
by
Amerasia and its Directors, Officers or agents, shall be limited to the amount
of the cost of the products.
In
no event shall Amerasia be liable for consequential or incidental damages
arising from any breach or breaches of this Agreement.
No
action, whether in contract or tort (including negligence), or otherwise arising
out of or in connection with this Agreement, may be brought by Artona more
than
six months after the cause of action has occurred.
Publication
And Confidentiality:
Accounting
Records:
Artona
shall maintain at its principal place of business, or such other place as may
be
most convenient, separate accounts and records of all Revenues deprives from
the
rental of the products, such accounts and records to be in sufficient detail
to
enable proper returns to be made under this Agreement.
Artona
shall deliver to Amerasia on the date 60 days after each and every year,
together with the shared revenue payable thereunder, the Accounting and a report
on all rental sales of the products.
The
calculation of shared revenue shall be carried out in accordance with generally
accepted U.S. and Canadian accounting principles ("GAAP"),
or
the standards and principles adopted by the U.S. Financial Accounting Standards
Board ("FASB")
applied on a consistent basis.
During
the term of this Agreement, and thereafter, Amerasia shall use reasonable
efforts to ensure that all information provided to Amerasia or its
representatives pursuant to this Article remains confidential and is
treated as such by Amerasia.
Governing
Law And Arbitration:
This
Agreement shall be governed by and construed in accordance with the laws of
the
Province of British Columbia and the laws of Canada in force therein without
regard to its conflict of law rules. All parties agree that by executing this
Agreement they have attorned to the jurisdiction of the Supreme Court of British
Columbia. The British Columbia Supreme Court shall have exclusive jurisdiction
over this Agreement.
In
the
event of any dispute arising between the parties concerning this Agreement,
its
enforceability or the interpretation thereof, the same shall be settled by
a
single arbitrator appointed pursuant to the provisions of the Commercial
Arbitration Act
of
British Columbia, or any successor legislation then in force. The place of
arbitration shall be Vancouver, British Columbia. The language to be used in
the
arbitration proceedings shall be English.
Notices:
All
payments, reports and notices or other documents that any of the parties hereto
are required or may desire to deliver to any other party hereto may be delivered
only by personal delivery or by registered or certified mail, telex or fax,
all
postage and other charges prepaid, at the address for such party set forth
below
or at such other address as any party may hereinafter designate in writing
to
the others. Any notice personally delivered or sent by telex or fax shall be
deemed to have been given or received at the time of delivery, telexing or
faxing. Any notice mailed as aforesaid shall be deemed to have been received
on
the expiration of five days after it is posted, provided that if there shall
be
at the time of mailing or between the time of mailing and the actual receipt
of
the notice a mail strike, slow down or labour dispute which might affect the
delivery of the notice by the mails, then the notice shall only be effected
if
actually received.
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If
Artona:
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|
X.X.
Xxx
000
Xxxx 0xx
Xxxxxx,
Xxxxxxxxx,
Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
Telephone:
(000) 000-0000
Fax:
(000) 000-0000
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If
Amerasia:
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Xxxxx
Xx
000
Xxxx 0xx
Xxxxxx,
Xxxxxxxxx,
Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
Telephone:
(000) 000-0000
Fax:
(000) 000-0000
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Term:
This
Agreement hereunder shall terminate on the expiration of a term of 4 years
from the Date of signing, unless earlier terminated is mutually agreed between
the two parties.
General:
Artona
shall permit any duly authorized representative of Amerasia, during normal
business hours and at Amerasia's sole risk and expense, to enter upon and into
any premises of Artona for the purpose of inspecting the Products.
Nothing
contained herein shall be deemed or construed to create between the parties
hereto a partnership or joint venture. No party shall have the authority to
act
on behalf of any other party, or to commit any other party in any manner or
cause whatsoever or to use any other party's name in any way not specifically
authorized by this Agreement. No party shall be liable for any act, omission,
representation, obligation or debt of any other party, even if informed of
such
act, omission, representation, obligation or debt.
Subject
to the limitations hereinbefore expressed, this Agreement shall enure to the
benefit of and be binding upon the parties and their respective successors
and
permitted assigns.
No
condoning, excusing or overlooking by any party of any default, breach or
non-observance by any other party at any time or times in respect of any
covenants, provisos or conditions of this Agreement shall operate as a waiver
of
such party's rights under this Agreement in respect of any continuing or
subsequent default, breach or non-observance, so as to defeat in any way the
rights of such party in respect of any such continuing or subsequent default
or
breach, and no waiver shall be inferred from or implied by anything done or
omitted by such party, save only an express waiver in writing.
No
exercise of a specific right or remedy by any party precludes it from or
prejudices it in exercising another right or pursuing another remedy or
maintaining an action to which it may otherwise be entitled either at law or
in
equity.
Marginal
headings as used in this Agreement are for the convenience of reference only
and
do not form a part of this Agreement and are not be used in the
interpretation hereof.
The
terms and provisions, covenants and conditions contained in this Agreement
which
by the terms hereof require their performance by the parties hereto after the
expiration or termination of this Agreement shall be and remain in force
notwithstanding such expiration or other termination of this Agreement for
any
reason whatsoever.
If
any Article, part, section, clause, paragraph or subparagraph of this Agreement
shall be held to be indefinite, invalid, illegal or otherwise voidable or
unenforceable, the entire Agreement shall not fail on account thereof, and
the
balance of this Agreement shall continue in full force and effect.
This
Agreement sets forth the entire understanding between the parties and no
modifications hereof shall be binding unless executed in writing by the parties
hereto.
Time
shall be of the essence of this Agreement.
Whenever
the singular or masculine or neuter is used throughout this Agreement the same
shall be construed as meaning the plural or feminine or body corporate when
the
context or the parties hereto may require.
IN
WITNESS WHEREOF the parties hereto have hereunto executed this Agreement on
the
15th day of June 2005, but effective as of the Date of Commencement.
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SIGNED
FOR AND ON BEHALF of
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by
its duly authorized officers:
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/s/
Xxxxxx Xxx
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Authorized
Signatory
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/s/
Xxxxx Xx
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Authorized
Signatory
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SIGNED
FOR AND ON BEHALF of
The
Artona Group Inc.
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by
its duly authorized officers:
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/s/
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Authorized
Signatory
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