Exhibit 10.3
AGREEMENT
THE PARTIES TO THIS AGREEMENT ARE:
XX Xxxxxxxx-Xxxxxxxx, Xxx Xxxxxxx 00, Xxxxxxxx, Xxxxxx, represented in the
United States by Carnage House Imports Ltd., Springfield, N.J. (hereinafter
"Bardinet")
AND
AJK Perfect Renaissance, Inc., 00000 Xxxxxxxx Xxxxxxxxx 0-000, Xxxxxxxx,
Xxxxxxx 00000 (hereinafter "AJK").
WHEREAS, Bardinet is a long-established and highly regarded producer of highest
quality premium Cognacs and brandies which are marketed in prestigious
establishments around the world; and
WHEREAS, Bardinet wishes to obtain a share of the market for its products in
Romania and other nearby countries to be agreed from time to time; and
WHEREAS, AJK is and has been a producer (If premium alcoholic beverages since
the early 1990's and has invested substantial sun~ in upgrading its facilities
in Romania, including the installation of a distillery designed and built in the
United States capable of producing highest quality super-premium alcohol; and
WHEREAS, AJK wishes to augment its line officially produced brands so as to
increase its market share in Romania and other nearby market;;
NOW THEREFORE,
1. By these writings, Bardinet extends to AJK a license to process,
manufacture, bottle and market Bardinet Brand Xxxxxx within the Republic of
Romania, such license to be further extended to other marketing areas
beyond the geographic borders of the Republic of Romania as may be agreed
between the parties from time to time.
2. This license shall be in full force and effect as of the date written
hereunder and for a period of 36 months. It shall be automatically renewed
and extended without written notice for additional periods of 24 months
unless cancelled by either party at least 120 days prior to the last day of
the initial 36-month period or each of the subsequent 24-month periods.
Such notice of cancellation to be in the form of a registered letter
acknowledged by the receiving party through tie postal system.
3. Representatives of Bardinet shall be given access to the premises of AJK
including factory and processing and bottling areas, warehouses and
distribution centers and laboratories for purposes of quality assurance and
name and trademark safeguarding.
4. AJK shall purchase from Bardinet and Bardinet shall supply all such
materials, flavors, ingredients and other components which may be agreed
between the parties so as to assure the quality and appearance standards of
Bardinet's products. In the event that the procurement of certain
components from Bardinet should become impossible or prohibitively
expensive due to import regulations or other impediments, AJK shall be free
to procure such materials elsewhere, prior review and permission by
Bardinet, such permission not to be unreasonably withheld.
5. Bardinet shall supply technical support to AJK including but not limited to
formulae, written quality and quality control standards, filtration
standards with micron particle limits, shelf life standards, packaging
criteria and such other standards and recommendations which, in the
estimation of Bardinet shall enhance product quality, taste, shelf life and
appearance so as to optimize marketing success.
6. Bardinet shall, at the request of AJK also provide technical personnel to
assist AJK with the production and marketing of the product. Such technical
assistance shall be subject to reimbursement of salaries and associated
compensation and all travel expenses and expenses incurred during
personnel's stay in Romania.
7. Bardinet shall make available to AJK th extensive laboratories of Bardinet
in Bordeaux, France for the purpose of research and product development,
quality control and product trouble shooting. Alt direct costs and expenses
incurred by Bardinet in this connection shall be reimbursed by AJK.
8. AJK shall maintain an inventory of off-the-conveyor samples, collected at
random at least once every seven days. These samples shall be maintained
for six months and shall be made available to Bardinet upon request.
9. It shall be Bardinet's duty and obligation to safeguard and maintain the
Bardinet trademark and licenses and pay all such fees and expenses as may
be required, during the life of this agreement.
10. AJK shall prepare and submit to Bardinet a detailed and complete sales
report and statement as of the end of every calendar month, such report to
reach Bardinet not later than the tenth of the month subsequent. Together
with the report, AJK shall pay a royalty of US$ 0.15 per bottle of Bardinet
product produced and sold during the reporting month.
11. The parties agree that in the event of the sale, merger, acquisition or
divestiture by either or both parties, agreement shall not be assigned by
either party without the written consent of the other.
12. The parties agree that any dispute arising from this agreement shall be
referred for resolution to the International Arbitration Association in
Paris, France. The language of arbitration shall be English. in the event
of legal proceedings, this agreement shall be governed by the laws of the
United States of America.
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This agreement is effective as of 12/11/99 and is hereinbelow duly signed by
authorized representatives of the parties.
FOR X.X. Xxxxxxxx-Napoleon FOR AJK Perfect Renaissance, Inc.
/s/ Xxxx Xxxx /s/ Xxxxx Xxxxxxxxxxx
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