EXCLUSIVE DISTRIBUTION AGREEMENT
THIS AGREEMENT, made by and between Safari Associates, Inc., having its
principle office at No. 00 Xxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 hereinafter
referred to as Safari and Archangel International, Inc., having its principle
office at No. 000 Xxxxx Xxxxx 00, Xxxxxxx, Xxx Xxxx 00000, hereinafter
referred to as Archangel.
WITNESSETH:
WHEREAS, Safari manufactures a synthetic material under the trademark
Molecuthane(tm) and
WHEREAS, Molecuthane(tm) has special characteristics that makes it a superior
material for the purpose of shock absorption; and
WHEREAS, Archangel is a manufacturer of body armor including but not limited
to bullet proof vests; and
WHEREAS, Archangel is desirous of incorporating Molecuthane(tm) inserts in its
body armor for the purpose of reducing blunt force trauma; and
WHEREAS, Archangel is desirous of obtaining exclusive worldwide
distribution rights of Molecuthane(tm) inserts for body armor;
WHEREAS, Safari is desirous of appointing Archangel its exclusive worldwide
distributor of Molecuthane(tm) inserts for use with body armor.
1. APPOINTMENT. Safari hereby appoints Archangel for the term of three
years and four months commencing from the date hereof as its exclusive
worldwide distributor of Molecuthane(tm) inserts for body armor.
2. BEST EFFORTS. Archangel agrees to devote in the future such of its
time and efforts in the promotion and sale of Molecuthane(tm) inserts for body
armor as is required or necessary to the efficient performance of the aims and
business of the exclusive distributorship.
3. TERM. The term of this Agreement is three years plus four months or
plus the time it takes for Safari to manufacture its first production piece;
whichever is longer. The term is broken down into three periods, as follows:
From the date hereof and for one year increased by four months or the date of
Safari's manufacture of the first production piece, if later than four months;
renewal of twelve months and a second renewal of twelve months. The reason
for the first period being one year plus at least four months is that Safari
will require approximately four months to establish production for the number
of Molecuthane(tm) inserts required for it to produce pursuant to this
Agreement.
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4. MINIMUMS. In order for Archangel to retain its exclusive
distributorship hereunder, it must order 100,000 Molecuthane(tm) inserts
during the first period as described in Paragraph "3" hereof with an increase
each year thereafter during the term of this Agreement of 10% over the prior
period.
5. RELATIONSHIP OF PARTIES. This agreement shall not be deemed or
construed as creating a partnership between or among the parties. This
agreement does not constitute Archangel as the agent or legal representative
of Safari. Except as set forth herein, Archangel is not granted any right or
authority to assume or to create any obligation or responsibility, expressed
or implied, on behalf of or in the name of Safari or to bind Safari in any
manner or thing whatsoever.
6. PRODUCT CONFIGURATION. Archangel has tested Safari's shoulder recoil
pad and has found that its performance as an insulator against blunt force
trauma when used as an insert with its body armor makes it invaluable in the
reduction of blunt force trauma. Archangel has designed two different
configurations in which the Molecuthane(tm) used in the shoulder recoil pad
should be produced in order to be used with most body armor. The two
configurations and sizes are shown on exhibits 1 and 2 annexed hereto and made
a part hereof. Safari agrees within the next four months to produce the molds
necessary and set up the production equipment needed to meet the minimums
established in paragraph "4 hereof.
7. PAYMENT. Unless an exception is made in writing signed by the parties
hereto, Archangel shall pay for Molecuthane(tm) body armor inserts within 30
days from the date of shipment by Safari to Archangel or a place designated by
Archangel. The price of each insert shall be $100.00 F.O.B. Safari's plant in
Indiana or Amsterdam, New York, whichever is greater. It is understood that
the Molecuthane(tm) body armor inserts will be manufactured in Indiana but
that said inserts may be packaged in Amsterdam, New York. Safari reserves the
right to manufacture said Molecuthane(tm) body armor inserts in a plant
located somewhere other than Indiana. If Safari decides to manufacture in a
plant located in a place other than Indiana, the price for Molecuthane(tm)
body armor inserts will be F.O.B. said location as hereinbefore set forth for
Indiana or Amsterdam. Safari recognizes that Archangel may be selling to
agencies of the United States government and that special credit arrangements
may have to be made with regard to such sales. Safari also recognizes that
sales may be made to customers outside the United States. Both parties
recognize that special payment arrangements will have to be made with regard
to such sales.
8. DELIVERY COSTS. Safari shall deliver the Molecuthane(tm) body armor
inserts on board cars or other means of transportation at such points of
origin as Safari may elect, it being agreed that title to the Molecuthane(tm)
body armor inserts shall pass to Archangel at that time and place and all risk
and responsibility thereafter shall be in Archangel. Safari agrees that
Archangel may designate the carrier to be used to make deliveries.
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9. EXPENSES, LOSSES, AND DAMAGES. Archangel shall at all times save
harmless and indemnify Safari from all losses, damages, debts, and liabilities
incurred by Archangel in the sale of the Molecuthane(tm) body armor inserts,
save and excepting costs, damages, or expenses arising from any action or
proceeding brought against Archangel on account of or in respect to the title
of Safari to the Molecuthane(tm) product and save and excepting Archangel's
right to sell and advertise the same on Safari's behalf.
10. INTERRUPTION OF DELIVERIES. All orders shall be filled by Safari with
reasonable promptness. However, in case of fire, riots, strikes or accidents
or other conditions whether or not similar in character to those specifically
named, which unavoidably stop the making of deliveries, deliveries contracted
for may be cancelled or partially cancelled as the case may require upon
written or telegraphic notice to Archangel. Such interruption of deliveries
however, shall not invalidate the remainder of this agreement but upon removal
of the cause of the interruption deliveries shall be continued as before.
11. TRADEMARKS. Molecuthane(tm) body armor inserts must be advertised and
sold by Archangel under Safari's trademark(s).
12. ADVERTISING. All advertising or promotional pieces shall be submitted
by Archangel to Safari at least 5 business days before use. If Safari objects
to any such advertising or promotional piece within 5 business days after
receiving same, then Archangel may not use same. Safari agrees to use
reasonable commercial judgment before objecting to any such advertising or
promotional piece and in the event that it does not so object then Archangel
shall be free to use such advertising or promotional piece as it sees fit.
13. EXCLUSIVE DISTRIBUTORSHIP. Safari shall not at any time during the
term of this agreement, without the previous consent in writing of Archangel,
sell or supply to any other person, firm or corporation any Molecuthane(tm)
body armor inserts, or appoint any other agent or dealer to sell
Molecuthane(tm) body armor inserts. It is understood and agreed that Safari
will have the Molecuthane(tm) body armor inserts on its web site and may but
is not obligated to make other efforts to aid Archangel in its sale of said
Molecuthane(tm) body armor inserts.
14. It is specifically understood and agreed that Archangel will attempt to
sell Molecuthane(tm) body armor inserts to other manufacturers and/or
distributors and dealers of body armor.
15. CONTINUATION. This agreement will be considered automatically
extended for successive one year terms so long as Archangel meets the minimum
sales quota established in paragraph "3" hereof and is not in default of
payment terms set forth herein.
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16. TERMINATION. In the event of the termination of this agreement,
Safari agrees to deliver on all orders placed by Archangel prior to the
effective date of said termination.
17. SUBDEALERS; AUTHORITY. Archangel, with the consent of Safari, which
consent will not be unreasonably withheld, shall have the right to sublicense,
appoint, establish, train, supervise and control advertisers, subdealers,
distributors, wholesalers and selling agents to assist Archangel in the
promotion, sale and distribution of the Molecuthane(tm) body armor inserts for
as long as this agreement shall continue and Safari shall not appoint any
other dealer for such product. Further, Safari specifically agrees to:
(a) Permit Archangel to represent itself as the exclusive distributor
for Molecuthane(tm) body armor inserts and to use Safari's service marks,
trademarks, trade names and logotypes on stationery, business cards,
advertising, merchandise, signs and literature.
(b) Supply Archangel with leads it may receive from prospects.
18. PERFORMANCE BY DISTRIBUTOR. As part of this Agreement, Archangel
agrees:
(a) To faithfully, fully and completely perform its responsibilities
as described herein and to make payment to Safari of all bills, invoices and
other obligations promptly, when due, as set forth in paragraph "7" hereof.
(b) To make no unauthorized promises, representations or commitments
in furtherance of this Agreement.
(c) To aggressively promote the Molecuthane(tm) body armor inserts.
19. INDEMNIFICATION. Both parties shall indemnify and hold the other
harmless from any claims, demands, liabilities, actions, suits or proceedings
asserted or claimed by third parties and arising out of the operation of their
business. This indemnification shall not apply, however, to any indemnity
whose own act or omission has given rise to any such claim, demand, liability,
action, suit or proceeding.
20. COMPETITION. Neither of the parties nor their principals shall during
the term of this agreement engage in any activities which may reasonably be
deemed to compete with the business of the other party, without the expressed
consent in writing of the other party.
21. NOTICES. All notices provided for herein shall be in writing, and
shall be sent by certified mail to the parties at the address set forth below
or to such other address as either party may designate in writing to the other
from time to time:
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If to Safari: Xx. Xxxxxx Xxxxxx
00 Xxxxx
Xxxxxxxxx, XX 00000
If to Archangel: Xx. Xxxxxx Xxxxxxx
000 Xxxxx Xxxxx 00
Xxxxxxx, XX 00000
22. WAIVER. Failure of either party or the beneficiary of any provision
hereunder, to enforce any of the provisions of this agreement shall not
constitute a waiver of its rights or of the other party's default, if any.
23. ARBITRATION. The parties agree that any disputes that arise under
this agreement shall be settled by binding arbitration under the rules of the
American Arbitration Association. In the event of arbitration each party will
pay all of their own costs and expenses in accordance with the rules of the
American Arbitration Association. It is further agreed that any such
arbitration shall take place in the State of New York and any arbitration
award resulting from such proceedings may be enforced in any court of proper
jurisdiction in New York.
24. MODIFICATION. This agreement constitutes the entire agreement of the
parties and may not be modified, except in writing, executed by authorized
officers of the parties.
25. APPROVAL. The persons executing this agreement on behalf of Safari
and Archangel hereby represent that they are authorized to do so by a
resolution of the governing body of the same adopted at a properly called
meeting thereof at which a quorum was present and that such authority has not
been rescinded nor amended in any particular and remains in full force and
effect.
26. GOVERNING LAW. This agreement shall be construed and enforced in
accordance with the laws of the State of New York, and nothing herein
contained shall be construed as doing business in any other state.
27. SEPARABILITY. If any provision of this agreement in any way
contravenes the laws of New York, such provision shall be deemed not to be a
part of this agreement in that jurisdiction, and the parties agree to remain
bound by all remaining provisions.
28. PRIOR AGREEMENTS. This agreement terminates and supersedes any prior
agreements of the parties.
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IN WITNESS WHEREOF, the parties hereto have hereunto affixed their names and
seals this 9th day of November, 2001.
Safari Associates, Inc. Archangel International, Inc.
/s/ Xxxxxx Xxxxxx /s/ Xxxxxx Xxxxxxx
_________________________________ __________________________________
By: Xxxxxx Xxxxxx By: Xxxxxx Xxxxxxx
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