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EXHIBIT 10.7
AGREEMENT
THIS AGREEMENT MADE EFFECTIVE AND EXECUTED AS OF MARCH 9, 2001 (the "Effective
Date").
BETWEEN:
REACH TECHNOLOGIES, INC
Xxxxx 000 - 0000X Xxxxxxxx Xxx Xxxxxxxx, X.X.
X0X 0X0
("REACH")
AND:
DDR SYSTEMS, INC.
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 a Licensing Agreement with REACH
dated June 3, 1999;
C. REACH and DDR wish to amend the Licensing Agreement dated June 3, 1999 and
amended January 14, 2001 as it pertains to exclusivity (the "Transaction");
D. 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
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.
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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 AMENDMENT
2.1 The parties agree that, in exchange for the amendment of the Licensing
Agreement dated June 3, 1999 from an exclusive to a nonexclusive licence and
subject to the terms and conditions of this Agreement, REACH will
(a) Forgive of the January 14, 2001 promissory note of $5,000 by DDR to
REACH and
(b) Amend the commitment to purchase $100,000 of the Reach Technologies
Inc. licensed product line by January 31, 2002, and a further $100,000
by January 31, 2003, to retain its license to $75,000 of the Reach
Technologies Inc. licensed product line by January 31, 2002, and a
further $75,000 by January 31, 2003. If these minimum purchase levels
are not achieved, REACH shall have the right to terminate this
agreement, immediately and without penalty.
3. GENERAL
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 103 - 0000X Xxxxxxxx Xxx 3650 West 30th Ave
Victoria, B.C. Vancouver, B.C.
X0X 0X0 Xxxxxx X0X 0X0
Attention: Xxxx Dilabough Attention:
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 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.
3.7 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/
------------------------------------- ------------------------------------
Authorized Signatory Authorized Signatory
Name of Signatory: Xxxx Xxxxxxxxxxxxx Name of Signatory:
Title of Signatory: Director Title of Signatory: Director
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