EXHIBIT 10.1
AGREEMENT
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THIS AGREEMENT MADE EFFECTIVE AS OF MAY 31, 2003 (the "Effective Date") AND
EXECUTED AS OF JUNE 12, 2003.
BETWEEN:
REACH TECHNOLOGIES, INC
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Xxxxx 000 - 0000X Xxxxxxxx Xxx
Xxxxxxxx, X.X.
X0X 0X0
("REACH")
AND:
XXXX LOGIC, INC.
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Xxxx 000 - 0000 Xx. 0 Xx
Xxxxxxxx, X.X.
X0X 0X0
("XXXX")
WHEREAS:
A. REACH (a British Columbia Corporation) is in the business producing Bit
Error Rate Testers;
B. BERT (a Washington Corporation) is a corporation wishes to continue to
market REACH'S Bit Error Rate Testers through a Licensing Agreement with
REACH dated May 31, 2000 and subsequently amended May 11, 2001, October 15,
2001 and October 31, 2001;
C. REACH and XXXX wish to amend the Licensing Agreement dated May 31, 2000 and
subsequently amended May 11, 2001, October 15, 2001 and October 31, 2001as
it pertains to Expiry (the "Transaction");
D. REACH and XXXX 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 XXXX represents and warrants to REACH that XXXX 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 XXXX enforceable
against it in accordance with its terms and conditions.
1.2 REACH represents and warrants to XXXX 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
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2.1 The parties agree that, in exchange for the payment by promissory note
of $3,000 by XXXX to REACH and subject to the terms and conditions of this
Agreement, REACH will extend the expiry date of the Licensing Agreement
originally dated May 31, 2000 and subsequently amended, from May 31, 2003
to May 31, 2004.
2.2 REACH also agrees to extend the due date of the remaining note payable of
$7,299 and accrued interest of $2,273, owing to it by XXXX and due on April
30, 2003, to May 31, 2004
2.3 All other terms in the Licensing Agreement originally dated May 31, 2000
and subsequently amended shall remain.
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.
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. XXXX Systems, Inc.
Xxxxx 000 - 0000X Xxxxxxxx Xxx Xxxx 000 - 2188 No. 5 Rd
Victoria, X.X. Xxxxxxxx, X.X.
X0X 0X0 X0X 0X0
Attention: Xxxxx Xxxxx Attention: Xxxxx Rudelsheim
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. XXXX LOGIC, INC.
per: per:
/s/ Xxxxx Xxxxx /s/ Xxxxx Rudelsheim
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Authorized Signatory Authorized Signatory
Name of Signatory: Xxxxx Xxxxx Name of Signatory: Xxxxx Rudelsheim
Title of Signatory: Director Title of Signatory: Director
PROMISSORY NOTE
May 31, 2003
FOR VALUE RECEIVED, XXXX Logic Inc. of Xxxx 000 - 0000 Xx. 0 Xx Xxxxxxxx,
X.X. X0X 0X0 promises to pay to the order of Reach Technologies Inc., Suite 103
- 0000X Xxxxxxxx Xxx Xxxxxxxx, X.X. Xxxxxx X0X 0X0, or its assigns ("Holder"),
the sum of three thousand dollars ($3,000.00 US) in the following manner:
Interest shall accrue on the unpaid balance at the rate of seven percent
(7%) per annum from the date set forth above.
Principle and interest is due on May 11, 2002. Prepayment may be made at
any time.
Upon default in the payment or of interest within ten (10) days of
when payment is due, the whole of the principal sum then remaining unpaid and
all interest accrued thereon shall, at the option of Holder, become immediately
due and payable, without demand or notice. In the event any payment hereunder
is not made within ten (10) days of when payment is due, Reach Technologies, Inc
shall have the right to terminate Licensing Agreement dated May 31, 2000,
immediately and without penalty.
This Note shall be construed in accordance with the laws of the State of
Washington and venue shall lie in King County, Washington.
This Agreement may be signed by fax and in counterpart.
EXECUTED as of this 12th day of June, 2003.
/s/ Xxxxx Rudelsheim /s/ Xxxxx Xxxxx
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XXXX Systems, Inc. Reach Technologies Inc
