Exhibit 10.1
LICENSE AGREEMENT
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THIS AGREEMENT MADE EFFECTIVE AND EXECUTED AS OF JUNE 3, 1999 (the "Effective
Date").
BETWEEN:
Reach Technologies, Inc
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Suite 201 - 0000 X 00xx Xxx
Xxxxxxxxx, X.X.
X0X 0X0
("REACH")
AND:
DDR Systems, Inc.
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0000 Xxxx 00xx Xxx
Xxxxxxxxx, X.X.
X0X 0X0
("DDR")
WHEREAS:
A. REACH (a British Columbia Corporation) is in the business producing Digital
Data Recorders;
B. DDR (a Washington Corporation) is a corporation specifically created to
market REACH'S Digital Data Recorders through the purchase of this Licensing
Agreement (the "Transaction");
C. REACH and DDR agree that this Agreement will constitute a binding agreement
upon them in respect of the Transaction, such to be on the terms and conditions
contained herein;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants
and agreements herein contained, the parties hereto do covenant and agree (the
"Agreement") each with the other as follows:
1. Representations And Warranties
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1.1 DDR represents and warrants to REACH that DDR has good and sufficient right
and authority to enter into this Agreement and carry out its obligations under
this Agreement on the terms and conditions set forth herein, and this Agreement
is a binding agreement upon DDR enforceable against it in accordance with its
terms and conditions.
1.2 REACH represents and warrants to DDR that REACH has good and sufficient
right and authority to enter into this Agreement and carry out its obligations
under this Agreement on the terms and conditions set forth herein, and this
Agreement is a binding agreement upon REACH enforceable against it in accordance
with its terms and conditions.
2. License
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2.1 The parties agree that, subject to the terms and conditions of this
Agreement, DDR will have the exclusive right to market and sell the Digital Data
Recorder licensed product line in Washington DC, Virginia, West Virginia,
Maryland, Pennsylvania, New York, Connecticut, Massachusetts, Vermont, New
Hampshire, Maine, Ohio, Kentucky and Tennessee from REACH.
2.2 DDR will commit to purchase $50,000 of the Reach Technologies Inc. licensed
product line by January 30, 2001, a further $100,000 by January 31, 2002, and a
further $100,000 by January 31, 2003, to retain its license. If these minimum
purchase levels are not achieved, REACH shall have the right to terminate this
agreement, immediately and without penalty.
2.3 This purchase commitment will be for a period of three years beginning
January 31, 2000.
2.4 The licensed product line consists of 0 to 40 Megabit per second Digital
Data Recorders that are configured for laboratory and onsite use. Models consist
of laboratory, rack mount and portable versions. See Appendix A for a price
list describing the product and options under licence ("the Digital Data
Recorder licensed product line").
2.5 DDR has the exclusive right to distribute and market the Digital Data
Recorder licensed product line for an initial period beginning May 10, 1999,
expiring January 31, 0000 ("xxx Xxxx")
2.6 The current price for the REACH licensed product line is disclosed in
Appendix A of this License Agreement
2.7 REACH may charge its pricing on 30 days' notice.
2.8 DDR may renew this License Agreement under the same terms for additional
three-year periods, so long as DDR is not in default, by providing written
notice to REACH. Any renewal of this agreement will be subject to the same
minimum purchase requirement clause 2.1, except that the minimum purchase amount
shall be the greater of $120,000 and 65% of DDR's prior years audited revenue.
2.9 This Agreement may be terminated by DDR at any time upon notice to REACH,
and by REACH for cause, which includes breach of any of clauses 2.1 to 2.8 of
this Agreement; the bankruptcy or insolvency of DDR; or the conviction of DDR,
its officers or directors, of any crime involving moral turpitude.
2.10 As consideration for this Agreement DDR shall issue 10,000,000 in DDR
Systems, Inc. to Xxxxx Xxxxx, the Presideent of REACH.
3. General
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3.1 Time and each of the terms and conditions of this Agreement shall be of the
essence of this Agreement.
3.2 This Agreement constitutes the entire agreement between the parties hereto
in respect of the matters referred to herein.
3.3 The parties hereto shall execute and deliver all such further documents and
do all such acts as any party may, either before or after the execution of this
Agreement, reasonably require of the other in order that the full intent and
meaning of this Agreement is carried out.
3.4 No amendment or interpretation of this Agreement shall be binding upon the
parties hereto unless such amendment or interpretation is in written form
executed by all of the parties to this Agreement.
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3.5 Any notice or other communication of any kind whatsoever to be given under
this Agreement shall be in writing and shall be delivered by hand, email or by
mail to the parties at:
Reach Technologies, Inc. DDR Systems, Inc.
Suite 201 - 0000 X 00xx Xxx 3650 West 30th Ave
Vancouver, B.C. Xxxxxxxxx, X.X.
X0X 0X0 Xxxxxx X0X 0X0
Attention: Xxxx Dilabough Attention: Xxxxx Xxxxx
or to such other addresses as may be given in writing by the parties hereto in
the manner provided for in this paragraph.
3.6 This Agreement may not be assigned by any party hereto without the prior
written consent of all of the parties hereto.
3.7 This Agreement shall be governed by the laws of Washington State applicable
therein, and the parties hereby attorn to the jurisdiction of the Courts of
Washington State.
3.8 This Agreement may be signed by fax and in counterpart.
IN WITNESS WHEREOF the parties have hereunto set their hands and seals effective
as of the Effective Date first above written.
SIGNED, SEALED AND DELIVERED BY SIGNED, SEALED AND DELIVERED BY
REACH TECHNOLOGIES, INC. DDR SYSTEMS, INC.
per: per:
/s/ /s/
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Authorized Signatory
Authorized Signatory Name of Signatory: Xxxxx Xxxxx
Name of Signatory: Xxxx Xxxxxxxxxxxxx Title of Signatory: Director
Title of Signatory: Director
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Appendix A
(a) Product Model Number Wholesale Price
(US Dollars)
Digital Data Recorder (benchtop)
DAT based recorder DDR-4mm 12,170
Exabyte based recorder DDR-8mm 13,650
DLT based recorder DDR-DLT 16,700
Digital Data Recorder (portable)
(PRICE DOES NOT INCLUDE IBM LAPTOP PC)
DAT based recorder DDR-P-4mm 12,170
Exabyte based portable DDR-P-8mm 13,220
Digital Data Recorder (options)
RS-422 I/O option (2 channels) DDR-RS422 870
Differential ECL I/O option DDR-ECL 870
Additional PCM Channel DDR-PCM 3,480
IRIG Time Code input option DDR-IRIG 1,740
GPS Time input option DDR-GPS 2,610
2 GB High Speed Disk option DDR-Disk-2GB 870
4 GB High Speed Disk option DDR-Disk-4GB 1,300
Shipping case for portable DDR-Case 390
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