STRATEGIC ALLIANCE AGREEMENT
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This Strategic Alliance Agreement ("Agreement") is made and entered into
this 30th day of December, 2004 by and between Advanced Imaging Systems, LLC, a
Delaware limited liability company (hereinafter referred to as "AIS") and RBE &
SJC, Inc., a Florida corporation, (hereinafter referred to as "RBE").
W I T N E S S E T H
WHEREAS, AIS and RBE have consummated a certain asset purchase transaction
in which AIS is denominated ("Seller") and RBE is denominated ("Buyer"); and
WHEREAS, as an aspect of the asset purchase transaction, AIS has given RBE
a right of first refusal during the term of this Agreement on any commercial
printing orders ("Orders") in the United States which AIS is in a position to
place with RBE; and
WHEREAS, AIS and RBE have further agreed to jointly outsource such
commercial printing orders which RBE is unable or unwilling for any reason to
print; and
WHEREAS, the Parties desire to set out their mutual understanding with
respect to all such commercial printing orders,
NOW THEREFORE, AIS and RBE set out their mutual agreements and covenants
with respect to the subject matter hereof as follows, intending to be bound
thereby:
1. The term of this Strategic Alliance Agreement shall begin on
December 31st , 2004 and terminate on December 30th , 2006 unless mutually
extended at least 30 days prior to the termination date, December 30th 2006.
2. The term "in the United States" in the context of this
Agreement with respect to Orders that AIS is in a position to place with RBE,
means Orders in which the printing customer and the actual, physical printing is
located within the United States of America.
3. The term "Order" and "Orders" in the context of this Agreement
does not include business arising from the Activities or Areas specified as
outside the scope of the non-competition provisions of Article XVII. of the
Asset Purchase Agreement by and between the parties hereto.
4. In the case of an Order where RBE is unable or unwilling for
any reason to undertake the actual, physical printing operation, where the Order
is successfully jointly outsourced, all of the profit derived by the Parties
under this Agreement shall be distributed 65% to AIS and 35% to RBE. The term
"profit" in the context of an Order jointly outsourced hereunder means the
contract price less the contract price of the outsourced actual, physical
printing operation.
5. All profits covered by this Agreement received by the Parties
hereto or either of them shall be distributed as soon as practicable, following
actual receipt of the respective funds from completion of the Orders in
question.
6. The terms in the Agreement shall have the same meaning as the
corresponding terms in the Asset Purchase Agreement by and between the Parties
hereto dated December 30, 2004.
WHEREFORE, the parties have hereunto set their hands and seals as of the
date first above written intending to be bound hereby.
SELLER: Advanced Imaging Systems, LLC,
a Delaware Limited Liability Company
BY: /s/ C. XXX XXXXX
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C. Xxx Xxxxx, the Manager
(SEAL)
Attest
BY: /s/ XXXXX XXXXXX
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Xxxxx Xxxxxx, Secretary
BUYER: RBE & SJC, Inc., Florida corporation
BY: /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx, President
(SEAL)
Attest:
BY: /s/ XXXXXXX XXXXX
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Xxxxxxx X. Xxxxx, Secretary
