RADIANT AVIATION SERVICES, INC.
A subsidiary of Radiant Energy Corporation
May 10, 1999
Xxxxxxxx Xxxxxxxx
Lufthansa XXXX
Lufthansa Engineering and Operational Services GmbH
Dept. FRA UN
Rhein-Main-Airport
60546 Frankfurt/Main
Dear Xx. Xxxxxxxx:
The purpose of this letter is to set out the terms of an agreement between
Radiant Aviation Services, Inc. ("Radiant") and Lufthansa Engineering and
Operational Services GmbH ("XXXX") to promote the installation, sale,
maintenance and service of Radiant's infrared aircraft de-icing system (the
"INFRATEK(Registered) System") in Europe and Scandinavia (the "Agreed Areas").
1. General
Radiant and XXXX agree to work together using their respective best efforts to
promote the installation, sale, maintenance and service of Radiant's
InfraTek(Registered) System in the Agreed Areas, subject to the terms of this
letter agreement.
XXXX shall provide its engineering capacity, know-how, project management and
manpower in the installation, sale, maintenance and service of the
InfraTek(Registered) System in the Agreed Areas as the contract partner of
Radiant in the Agreed Areas..
Radiant shall be responsible for the proper functioning of the
INFRATEK(Registered) System as well as the on-time delivery of the
INFRATEK(Registered) System and related products to airport sites in accordance
with the terms of any particular contract entered into by Radiant for the
installation or sale of the INFRATEK(Registered) System.
2. Scope of Services
Radiant will authorize XXXX to install, sell, maintain and service the
INFRATEK(Registered) System in the Agreed Areas on terms and conditions to be
agreed upon between the parties on a project-by-project basis. By the term
"project-by-project basis" it is intended that XXXX as the contract partner will
perform the work if requested by the customer but on specific
terms and conditions applicable and agreed to by the parties for each specific
project. Radiant shall deliver pre-checked INFRATEK(Registered) Systems and
spare parts to be installed by XXXX according to specifications to be agreed
upon among Radiant, XXXX, the customer and/or relevant airport authority.
XXXX shall provide engineering services and a project organization to install
and adapt the INFRATEK(Registered) System to local requirements and customer
requests as may be agreed upon between the parties on a project-by-project
basis.
XXXX may perform the work described in this letter agreement either directly or,
with the prior written approval of Radiant on a project-by-project basis,
through the use of subcontractors.
XXXX shall be involved actively in the negotiations, or shall be notified
promptly by Radiant, of any proposed new installation or sale of the
INFRATEK(Registered) System in the Agreed Areas, so that XXXX may properly
manage the availability of its personnel and make necessary arrangements for its
personnel to travel to the location to install of a new INFRATEK(Registered)
System.
Although the rights of XXXX under this letter agreement are non-exclusive to
XXXX, Radiant agrees to xxxxx XXXX a right of first refusal, on a
project-by-project basis, to be the contractor for Radiant (or its designated
affiliate) on any project for the installation, maintenance and/or service of
the INFRATEK(Registered) System in the Agreed Areas. XXXX must exercise its
right of first refusal within 21 days of receipt of any specific bona fide
written proposal for the installation, maintenance and/or service of one or more
INFRATEK(Registered) Systems in the Agreed Areas.
Notwithstanding any provision in this agreement, it is agreed that any sale of
the INFRATEK(Registered) System in Norway, Sweden, Denmark, Finland and Iceland
must be made subject to the terms of a distribution agreement dated March 7,
1997 between Process Technologies, Inc. and Oakmoor Enterprises Inc., a copy of
which has been delivered to XXXX.
3. XXXX obligations
XXXX shall train its staff to perform all of XXXX'x sales and engineering
activities, installations, maintenance and repair service in respect of the
INFRATEK(Registered) System.
XXXX shall offer customer training if requested to ensure proper preparation for
the use of the INFRATEK(Registered) System by the customers or personnel.
XXXX shall engage, train and supervise local personnel in the event that XXXX
itself commercially operates an INFRATEK(Registered) System and XXXX shall enter
into contracts from time to time for aircraft de-icing with aircraft operators
or airport authorities, all on terms and conditions agreed to with Radiant,
based on a prearranged agreement between XXXX and Radiant. XXXX shall store
Radiant's spare parts at its Frankfurt airport facility, or other approved local
airport installation area, to assure timely maintenance and repair services.
XXXX may engage and train local subcontractors to maintain and repair the
INFRATEK(Registered) System as an alternative to XXXX mechanics traveling to a
customer's location.
XXXX shall settle warranty items for Radiant. Warranty work that will exceed
2,000.00 DM must be approved by Radiant prior to the performance of the work.
XXXX may offer an after-warranty contract to Radiant's customers in the Agreed
Areas, covering inspection, maintenance and repair of the INFRATEK(Registered)
System once Radiant's warranty period has expired.
4. Radiant's obligations
Radiant shall deliver sales and marketing materials, specifications, and valid
price information to XXXX and shall support XXXX'x sales activities.
Radiant shall deliver all components of the INFRATEK(Registered) System for its
installation and necessary adjustments and shall pay the expenses for the
installation and delivery of the INFRATEK(Registered) System including training
and travel costs.
Radiant shall provide to XXXX in Frankfurt all necessary spare parts and
technical support in respect of Radiant's warranty period on a particular
installation free of costs to XXXX. Radiant shall repair removed components if
necessary.
Radiant shall compensate XXXX for its expenses incurred in the provision of
services in connection with Radiant's warranty obligations and Radiant will
supply material to the site of the operating INFRATEK(Registered) System under
Radiant's warranty without charge to XXXX.
Radiant shall supply a list of recommended spare parts and the parts themselves
to the XXXX Frankfurt airport facility without charge to XXXX.
Radiant shall pay XXXX an amount of 10,000.00 DM per year for the preparation
and performance of the XXXX sales activities, whether or not any sales contracts
are obtained.
Radiant shall pay XXXX an amount of 5% of the system price as a commission
fee if Radiant has sold an INFRATEK(Registered) System to a customer as a result
of the sales efforts of XXXX or if XXXX'x efforts resulted in a contract entered
into with Radiant to install an INFRATEK(Registered) System at an airport even
if such INFRATEK(Registered) System is to be owned by Radiant or XXXX. The 5%
commission will also be applicable for sales covered by the Agreement with
Oakmoor Enterprises Inc. The 5% commission shall be paid to XXXX within 30 days
of the installation of such INFRATEK(Registered) System. This letter agreement
shall not be regarded as granting XXXX an exclusive right to sell
INFRATEK(Registered) Systems in the Agreed Areas. All contracts for the sale or
installation of an INFRATEK(Registered) System must be approved by Radiant and
nothing in this letter agreement shall be viewed as giving XXXX the right to
negotiate or enter into contracts for or on behalf of Radiant for the sale or
installation of an INFRATEK(Registered) System.
i Radiant agrees that no company other than XXXX and Radiant shall have the
right to sell, install, maintain and service the INFRATEK(Registered) System
within the Agreed Areas, except that a customer of Radiant may maintain and
service the INFRATEK(Registered) Systems that it has acquired from Radiant for
that customer's use.
5. Warranty
Radiant shall bear all costs of warranty and performance reliability of the
INFRATEK(Registered) System except as limited by a sales or installation
contract.
XXXX shall begin to provide the warranty services at a customer's location
within two working days as a minimum of being required to do so by the operator
or owner of an INFRATEK(Registered) System provided that such time limit has
been set out in the installation or sales contract with Radiant.
6. Payment
XXXX shall xxxx Xxxxxxx once a month for performed installation services,
including warranty claims. Invoices are to be paid net within 30 days of the
date of invoice. Notwithstanding any other provision in this letter agreement,
other than the payment of a 5% commission to XXXX on the sale or installation of
an INFRATEK(Registered) System as described in paragraph 4 above, all of the
obligations, costs and expenses to be incurred by, or passed on to, Radiant
under this letter agreement shall be on terms and at rates that are agreed by
parties to annually and on a project-by-project to the hereto from time to time
basis.
7. Termination of contract
This letter agreement will remain in force until December 31,2004 and will
be renewed on an annual basis thereafter unless either party gives notice of
termination to the other at least 6 months prior to (i) December 31,2004 or (ii)
the end of each annual renewal period. Notwithstanding the foregoing, Radiant
shall have the option to terminate this letter agreement at any time after
December 31, 2002 if XXXX'x efforts have not by that time resulted in the
installation or sale of at least two INFRATEK(Registered) Systems in the Agreed
Areas.
8. Confidentiality
Any information, technology or know-how supplied by Radiant to XXXX will be kept
confidential by XXXX and will not, without Xxxxxxx's prior written consent, be
disclosed or used by XXXX or its representatives, directly or indirectly, for
any purpose whatsoever other than as required for the purpose of complying with
XXXX'x obligations under this letter agreement. This obligation of
confidentiality shall extend for a maximum of 2 years beyond the termination of
this letter agreement.
9. Assignment
Radiant may from time to time, at its sole discretion, assign all of its rights
and obligations under this letter agreement to any subsidiary or affiliate of
Radiant.
10. Governing law
This agreement shall be governed by and construed in accordance with the laws of
the Province of Ontario without regard to any conflicts of law provision.
11. Insurance
On a project-by-project basis, Radiant and XXXX shall maintain such levels of
insurance as are reasonable in respect of the ownership and operation of the
INFRATEK(Registered) System. Any insurance policies will name both Radiant and
XXXX as the co-insured parties. XXXX will be liable for the performed part of
work and/or services.
* ** ** ** **
If you are in agreement with the foregoing, please so indicate by signing and
returning one copy of this letter whereupon this letter will constitute our
binding agreement with respect to this matter.
Yours very truly,
RADIANT AVIATION SERVICES, INC.
Per: ______________________________
Per: ______________________________
Accepted and agreed to as of
this day of , 1999.
LUFTHANSA ENGINEERING AND
OPERATIONAL SERVICES GMBH
Per:_______________________________
Accepted and agreed to as of
this day of , 1999.
