EXHIBIT 10.5
EXCLUSIVITY CONTRACT
DATE: JUNE 3, 1995
BETWEEN: JJAMP TREASURY INTERNATIONAL CORP.,
0000 XXXXX XXX XXXX XXXX 00
XXXXX XXXX, XXXXXXX X0X-0XX
AND: SMART TOOLS LIMITED OR ITS NOMINEE
IT IS MUTUALLY AGREED BETWEEN JJAMP TREASURY INTERNATIONAL CORP., HEREINAFTER
CALLED "THE AGENT" AND SMART TOOLS LIMITED OR ITS NOMINEE, CALLED "THE
SUPPLIERS", THAT:
1. THE SUPPLIERS HEREBY APPOINTS THE AGENT, AND THE AGENT HEREBY AGREES TO ACT
FOR THE SUPPLIERS, AS EXCLUSIVE AND SOLE DISTRIBUTOR FOR THE SALE OF ITS ENTIRE
PRODUCT LINE, THAT CAN BE SOLD IN THE AGENT'S TERRITORY.
2. THE TERRITORY COVERED BY THIS AGREEMENT WILL BE THE ENTIRE COUNTRY OF
BRAZIL AND ANY OTHER COUNTRIES THAT MAY BE MUTUALLY AGREED BY BOTH PARTIES IN
THE FUTURE.
3. THIS AGREEMENT IS EFFECTIVE FOR 24 MONTHS FROM DATE OF THIS AGREEMENT AND
MAY BE CANCELLED BY EITHER PARTY UPON 60 DAYS WRITTEN NOTICE, FOR
NONPERFORMANCE. THIS AGREEMENT HOWEVER BECOMES AUTOMATICALLY RENEWABLE AT ITS
ANNIVERSARY, IF STILL IN EFFECT.
4. FURTHER, IN THE EVENT OF TERMINATION SHOULD THE SUPPLIERS NEED TO APPOINT
ANOTHER AGENT OR REPRESENTATIVE IN THE TERRITORY TO SERVICE THE EXISTING
CONTRACTS INITIATED BY THE AGENT, THEN THE ARRANGEMENTS AFORMENTIONED SHALL BE
RENEGOTIATED TO THE MUTUAL SATISFACTION OF BOTH PARTIES (AGENT AND SUPPLIERS).
5. THE SUPPLIERS HEREBY WARRANT TO THE AGENT THAT IT SHALL NOT APPROACH OR
SOLICIT ANY BUSINESS TRANSACTION WITH ANY CLIENT THAT THE AGENT HAS INTRODUCED
TO THE SUPPLIERS, WITHOUT PREVIOUS CONSENT, IN THE COUNTRY OF BRAZIL.
6. THE SUPPLIERS HEREBY WARRANT TO THE AGENT THAT IT SHALL INFORM AND/OR
PROVIDE COPIES OF ANY CORRESPONDENCE BETWEEN THE SUPPLIERS AND ANY CLIENT OR
CONTACT IN THE COUNTRY OF BRAZIL, WHETHER INTRODUCED BY THE AGENT TO THE
SUPPLIERS OR NOT.
(43)
APPLICABLE LAW
THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE PROVINCE OF ONTARIO.
SIGNED ON THIS 24TH DAY OF JULY, 1995 BY:
/s/ Xxxxx Xxx
------------------------------------------
JJAMP TREASURY INTERNATIONAL CORP. (AGENT)
ACCEPTED BY
/s/ Xxx Xxxxxxx
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SMART TOOLS LIMITED (SUPPLIER)
(44)
