DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, LLC
AND EDUDATA CORPORATION (D&M)
AND
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NEW IMAGE INDUSTRIES PTY LTD (NII)
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DISTRIBUTOR AGREEMENT
THIS AGREEMENT is made this 23rd day of May, 1996
BETWEEN
DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, L.L.C.
AND EDUDATA CORPORATION (D&M)
000 X. Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000
U.S.A.
AND
NEW IMAGE INDUSTRIES PTY LTD NII)
00 Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 0000
XXXXXXXXX
INTRODUCTION
A. D&M manufactures and markets a range of hardware and associated
software having applications in dentistry and other areas.
B. D&M is desirous of having NII as a distributor of its products in a
territory described herein and to contract with any sub-distributors
that NIL so desires for the territories herein described and under the
terms and conditions herein described.
C. NII is desirous of marketing, selling, and supporting the sale of
D&M'S products in the territory and represents that it possesses the
structural facility and the ability to promote and sell the product.
1. PRELIMINARY
1.1 DEFINITIONS
"D&M" means Dental/Medical Diagnostic Systems, L.L.C. and Edudata
Corporation.
"The Distributor" means New Image Industries Pty Ltd. (NII).
"Products" means the products listed by D&M in Appendix "A",
particularly the TeliCam IntraOral Camera and D&M's full range of
software. "Territory" shall mean the countries and areas listed in
Appendix "B".
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1.2 COMMENCEMENT
This Agreement shall commence on the 23rd day of May 1996.
1.3 TERM
This agreement shall continue for an initial term of three (3) years
with a 10-year option and for such further term or terms as the
parties shall agree.
2. APPOINTMENT
D&M hereby appoints the Distributor as its exclusive distributor of the
products in the Territory. The Distributor may designate their affiliated
subsidiaries and successors in interest to receive the benefits of and to
carry out the rights of the Distributor under this Agreement.
3. DISTRIBUTOR'S OBLIGATIONS
3.1 The Distributor shall promote and develop sales of the products in the
Territory upon such terms and conditions as it shall determine from
time to time.
3.2 The Distributor shall maintain sales of the product in the Territory
at the following volumes: 200 TeliCam IntraOral Cameras in Year One
and for each succeeding year, the minimum quota shall equal 115% of
the quota for the previous year.
In the event the minimum quotas set for above are met, then the term
of this Agreement will be extended for a 10-year period with minimum
quotas of 250 TeliCam IntraOral Cameras per year.
In the event that the Distributor's sales are less than the minimum
quota set forth above for any year, D&M shall have the right to
terminate this Agreement, if after giving notice of its intent in
writing to the Distributor, the Distributor fails to rectify any
shortfall within ninety (90) days from the time that such notice is
given. If the minimum quota is met, D&M cannot terminate this
agreement.
No minimum quotas are established under this Agreement for software or
any other items.
3.3 The Distributor shall maintain in the Territory, adequate facilities
and sales personnel to undertake its obligations under this Agreement,
as shall its sub-distributors.
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3.4 The Distributor shall maintain a place of business, display rooms,
installation and training department which shall, subject to
reasonable prior notice, be available for inspection by D&M.
4. D&M'S OBLIGATIONS
4.1 D&M shall sell to the Distributor during the term of this Agreement
the products described in Appendix "A."
4.2 D&M shall make available, at its cost, to the Distributor such films,
video, tapes, brochures, marketing material, samples, etc., as it
shall have available from time to time and which may assist the
Distributor in the promotion and sales of the products.
4.3 D&M shall fill and ship all the Distributor's purchase orders in a
timely manner.
4.4 D&M shall warrant and indemnify the Distributor against any patent
copyright or trademark violation or alleged violation and hold the
Distributor harmless and defend the Distributor against any such
claims.
4.5 All products supplied by D&M must meet the standards and requirements
of the country into which the products will be ultimately sold to by
the Distributor.
5. PRICE AND PAYMENT
5.1 The Distributor shall pay to D&M the sum of two thousand and five
hundred dollars ($2,500 U.S.) per TeliCam Intra0ral Camera purchased
pursuant to this Agreement and thirty five cents U.S. (U.S. $0.35) for
the Bavarian Dental Instruments Diamond Burs.
5.2 D&M shall provide current price lists to the Distributors but may
change the prices for any of its products upon sixty (60) days prior
written notice, provided that any change will not affect any existing
orders placed by the Distributor.
5.3 The Distributor shall pay for products (other than software) by letter
of credit or telegraphic transfer of the purchase money at the time of
the order, or other method acceptable to D&M.
5.4 All prices quoted and payments made shall be in the currency of the
United States of America.
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5.5 Should D&M or any associated companies develop new products not listed
in Appendix "A", Distributor will be given a right of first refusal to
become the exclusive Distributor of such products in the Territory.
5.6 Prices offered to the Distributor shall be no greater than the price
offered to others by D&M related companies.
6.0 MISCELLANEOUS
6.1 The Distributor shall be entitled to appoint sub-distributors and
agents to assist with the promotion and sales of the product in the
Territory.
6.2 Any notice or communication required or permitted hereunder shall be
deemed to be property given when forwarded by prepaid ordinary mail or
by facsimile to the other party at the address shown herein.
6.3 This Agreement does not constitute the Distributor as an agent or
legal representative of D&M.
6.4 This Agreement shall be binding upon and applicable to any and all
subsidiaries or related or controlled affiliates of D&M , its
successors and assigns.
6.5 In the event of termination of this Agreement, D&M agrees not to
contact for the purpose of soliciting sales and shall not directly
utilize the services of any sub-distributors to distribute the
products which the Distributor has advised its utilized.
6.6 This Agreement shall be governed by and subject to the laws of the
State of California.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement the day
and year first herein above written.
Attest: DENTAL / MEDICAL DIAGNOSTIC SYSTEMS,
LLC AND EDUDATA CORPORATION
/s/ XXXXX X. XXXXX /s/ XXXXXX X. XXXXXXXXX
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By: Xxxxxx X. Xxxxxxxxx
Attest: NEW IMAGE INDUSTRIES PTY. LTD.
/s/ XXXXX X. XXXXX /s/ XXXXX XXXX
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By: Xxxxx Xxxx
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APPENDIX "A"
"PRODUCTS"
o TELICAM INTRAORAL CAMERA SYSTEM consisting of camera, handpiece,
illumination system and lens.
o BAVARIAN DENTAL INSTRUMENTS DIAMOND BURS.
0
XXXXXXXX "X"
"XXXXXXXXX"
Xxxxx Xxxxxx
Middle East
Israel, Iraq, Iran, Egypt, Oman, Syria, Bahrain, Jordan, Yemen, Turkey, Libya,
Quatar
Asia/Pacific
Philippines, Thailand, Cambodia, Korea, Australia, Melaya, Indochina, Laos, New
Zealand, Singapore, South Vietnam, China, India, Indonesia, North Vietnam,
Pakistan
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