SALES AGREEMENT
THIS AGREEMENT is made and entered into this 4th day of December, 1998 by and
between Ultralife Batteries, Inc. (hereinafter referred to as "UBI"), and PGT
Energy Corporation (hereinafter referred to as "PGT") ,
WITNESSETH
WHEREAS, UBI and PGT have entered into a Joint Venture Agreement on the 10th day
of October 1998 (hereinafter referred to as " the JV Agreement") in which UBI
and PGT agree to jointly establish a Joint Venture Company n Taiwan, ROC with
the company name Ultralife Taiwan, Inc., (hereinafter referred to as "UTI",)
such that UTI shall engage in the manufacture, distribution, sales, and R&D of
lithium - ion solid polymer rechargeable batteries, (hereinafter referred to as
"Products";) the Parties have further entered into an amendment thereof on the
4th day of December 1998 , ( hereinafter referred to as "the Amendment"; ) after
UTI is legally incorporated , all rights and obligations of PGT provided in this
Agreement shall be immediately assigned to and assumed by UTI.
WHEREAS, subject to successful establishment and incorporation of UTI as defined
in the JV agreement, UBI and UTI desire to cooperate with each other for
marketing and promotion of the sale of the Products to the benefits of each
other; to achieve such common objectives, and in accordance with the purpose and
provisions of the JV Agreement, UBI and UTI agree to set guidelines such that
sales effort can be conducted most smoothly and efficiently, and profits can be
maximized.
NOW THEREFORE, in consideration of the premises and of the mutual promises, UBI
and UTI hereby agree to enter into this Agreement on the following terms and
conditions:
1. Sales Region
A Sales Region is a particular area in which either Party of UBI and UTI is
entitled to sell the Products. Specific Sales Regions are as defined in the JV
Agreement.
2. Sales Referral
Either Party of UBI and UTI undertakes to use its best effort in referring sales
opportunities to the other Party. Unless it is specifically agreed otherwise to
the contrary between the Parties, either Party shall diligently perform sales
referrals, but can not request for any compensation therefor.
3. Cross - Region Sales
Either Party of UBI and UTI undertakes to act as exclusive sales agent for the
other Party in the territory which is outside of the principle's Sales Region
but within the agent's own Sales Region. With respect to each such sales
transaction, the agent acts on behalf of the principle. For each such
transaction, the principle shall issue a warranty to cover the Products.
4. Agency Commission
Where one Party has acted as an agent for the other, it is entitled to a 5%
agency commission based on the gross revenue generated from the sales of the
Products made by the agent, unless it is agreed otherwise by and between the
Parties.
5. Assignment
Either Party of UBI and UTI shall notify the other immediately if it appoints
sub - agents or sub - distributors for the principle in its own Sales Region.
The notification shall include the names of the sub - agents / sub distributors
and their respective assigned territory. The agent undertakes to cause this
Agreement binding on any such appointed sub - agents / sub - distributors.
6. Use of Trademark
UTI shall register and use the trademark of "Ultralife Taiwan" in its sales
region, however UBI agrees that as long as it is a major shareholder (greater
than 30%) of UTI, UTI is authorized to use the trademark name of "Ultralife"
7. Effective Date
This Agreement shall become effective as of the date of signing. Any amendments
to this Agreement shall be made in writing and signed by the Parties.
8. Transitional sales
UBI shall continue the current marketing and sales efforts within the territory
of UTI as defined in the JV agreement at no commission to UTI until UTI becomes
fully operational. During the period, UBI shall introduce the UTI sales team to
key customers and distributors, assist in the training of UTI sales, and jointly
develop new business. Any sales to UBI in which UTI is instrumental shall be
commissionable. All sales efforts in Taiwan shall be coordinated by UTI.
9. Governing Law
The validity, construction and performance of this Agreement shall be
determined, construed, and interpreted in accordance with the laws of the
Republic of China. IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be executed by their duly authorized representatives as of the day
and year hereinabove set forth.
Ultralife Batteries, Inc. PGT Energy Corporation
BY: /s/ Xxxxx Xxxxx BY : /s/ X.X. Xxx
--------------- ------------
Name: Xxxxx Xxxxx Name : X.X. Xxx
Title: Chairman & Title : Chairman
Chief Executive
Officer
Date: 12/4/98 Date: 12/4/98
------- -------
