1
EXHIBIT 10.37
AGREEMENT
Parties Dental/Medical Diagnostic Systems, Inc.
000 X. Xxxxxxxx Xxxx., Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000
("DMD")
DMD N.V.
(formerly named Imaging Concepts N.V)
Xavier XxXxxxxxxx 00/0
X-0000
Xxxxxx, Xxxxxxx
("DMD N.V.")
Date: September 17, 0000
Xxxxx: Xxxxxxxx Xxxxxxx, Xxxxxxxxxx
RECITALS
A. DMD's predecessor, Dental/Medical Diagnostic Systems, LLC and Edudata
Corporation, together with Xxxxxxx Van Gerven and Imaging Concepts N.V., now
collectively named DMD N.V., entered into a Distributor Agreement dated June 1,
1996, appointing DMD N.V. as distributor for Dental/Medical Diagnostic Systems,
LLC and Edudata Corporation (collectively referred to as "D&M") for the
marketing and sales of the products known as the TeliCam IntraOral camera
system, consisting of camera, handpiece, illumination system and lens and the
full range of software within the territory described in Schedule A attached
to this Agreement and made a part hereto by this reference ("Territory").
B. All parties agree that the Distributor Agreement shall be terminated
and the relationship between the parties shall be controlled by the terms of
this Agreement.
IT IS MUTUALLY AGREED AS FOLLOWS:
1. By the signing of this Agreement by all parties, the Distributor
Agreement shall have no force or effect, and all parties shall look to the
terms, conditions and performance of obligations under this Agreement only.
2. The consideration for the forfeiture of distributor rights within the
Territory as described in the Distributor Agreement and any alleged rights to
distribute any DMD products (including but not limited to, DMD licensed
2
products, technology and equipment and all software currently developed or to
be developed in the future) shall be as follows:
(a) DMD N.V. shall receive fifty thousand (50,000) shares of common
stock in DMD as of the close of business _________________.
3. Xxx XxXxxxxx represents and warrants that he has acquired all interests
of Michel Van Gerven in and to Imaging Concepts N.V. and any interest, personal
or otherwise, Michel Van Gerven may have in and to the Distributor Agreement.
Xxx XxXxxxxx shall produce documentation satisfactory to DMD, evidencing the
transfer of such interest from Xxxxxxx Van Gerven to Xxx XxXxxxxx or DMD N.V.
4. General Provisions
(a) Modification or Amendment. This Agreement may be modified or
amended in whole or in part from time to time only by the mutual written
agreement signed by all parties.
(b) Governing Law. All provisions of this Agreement, shall be subject
to and shall be enforced and construed pursuant to the laws of the State of
California.
(c) Attorney's Fees and Costs. In the event of any dispute arising
under this Agreement, the prevailing party shall be entitled to recover
interest as may be provided by law, court costs and reasonable attorneys' fees.
(d) Severability. If any provision or term of this Agreement is held
to be invalid, or unenforceable, the remainder of the provisions shall remain in
full force and effect, and shall in no way be affected, impaired, or
invalidated.
(e) Entire Agreement. The parties hereto agree that this Agreement,
including Exhibit A attached hereto, constitutes and expresses the entire
agreement between the parties concerning the subject matter hereto.
(f) Notices. Any notice, demand or request required or permitted to
be given under this Agreement shall be in writing and shall be deemed effective
twenty-four (24) hours after having been deposited in the United States mail,
postage prepaid, registered or certified and addressed to the addressee at its
main office, as set forth below. Any party may change its address for purposes
of the Agreement by written notice given in accordance with this provision.
(g) Arbitration. Any controversy or claim arising out of or relating
to this agreement or the breach of the agreement will be settled by arbitration
in
3
accordance with the rules of the American Arbitration Association. Judgment on
the award rendered by the arbitrators may be entered in any court having
jurisdiction over the award.
(h) Binding Agreement. This Agreement shall be binding upon and inure
to the benefit of each of the parties and their respective successors,
representatives and assignees; however, DMD N.V. acknowledges that the Agreement
is personal and may be assigned only upon approval by DMD.
IN WITNESS THEREOF, this Agreement shall be effective as of the date
written above.
"DMD"
DENTAL/MEDICAL DIAGNOSTIC
SYSTEMS, INC.
Dated: 9/17/97 By: [SIG]
------------------ ---------------------
President
"DMD N.V."
Dated: September 17, 1997
------------------ -------------------------
Xxxxxxx Xxxxxxx
Dated: 9/17/97 /s/ XXX XXXXXXXX
------------------ -------------------------
Xxx XxXxxxxx
4
SCHEDULE A
----------
"TERRITORY"
The countries of Iceland; Norway; Sweden; Finland; The Netherlands; U.K., which
includes Ireland, Scotland and Great Britain; Belgium/Luxembourg; France; Spain,
Portugal; Germany; Austria; Switzerland; Italy; Greece; Cyprus.
DATE: September 17, 1997 DENTAL/MEDICAL DIAGNOSTIC
------------------------- SYSTEMS, Inc., a Delaware Corporation
000 X. Xxxxxxxx Xxxx., BY: [SIG]
Suite 202 ----------------------------------
Xxxxxxxx Xxxxxxx, XX 00000
Date: 9/12/97 DMD N.V.
-------------------------
By: [SIG]
-------------------------------- ----------------------------------
--------------------------------
