DISTRIBUTION AGREEMENT
THIS
AGREEMENT made
as
of the 28th day of July,
2004.
BETWEEN:
UNITED
AMERICAN CORP., a
corporation incorporated under the laws of one
of
the states
of
the
United States
and
having its head office at 000, xxx
xx
xx
Xxxxxx, Xxxx
of
St-Hilaire, J3II .5Z6,
Province
of
Quebec, herein
represented by Xxxxxx
Xxxxxxxxx, its
President, duly authorized by a Resolution of its Board of Directors
herein
annexed.
(hereinafter
called "The
Producer") -
and
-
DISTRIBUTION
CAR-TEL INC.,
a
corporation incorporated under Part T of the Quebec Companies
Act and having its
head
office
at
0000 Xxxxx Xxxxxxxx, Xxxxx 000, Xxxxxxxxx, X0X 0X0, Province of Quebec, herein
represented by Xxx
Xxxxxxxxxx, its
President, duly
authorized
by a Resolution of its Board of Directors herein annexed.
(hereinafter
called "The
Distributor")
WHEREAS
The Producer is
the
importer of the products listed in Schedule "A" attached hereto (the
'Product");
AND
WHEREAS
the
Distributor
wishes
to
obtain a non-exclusive right to distribute the Product
throughout
Canada (hereinafter the "Territory")
and the
exclusive right to distribute the Product
throughout
the Province of Quebec and the Maritimes (hereinafter the "Exclusive
Territory"),
on the
terms and subject to the conditions herein contained_
NOW
THEREFORE THIS AGREEMENT WITNESSES that
in
consideration of
the
respective covenants and agreements of the parties contained herein, it is
agreed as
follows:
0.1 Definitions:
| · |
Backroom
operation shall mean all
information
pertaining to the User,
including
the detailed billing to all Users in the Exclusive
Territory whether
the Product
was
sold by the Distributor
or
someone else and outside the Exclusive
Territory if
the Product
was
sold by Distributor,
the
quantities of products sold in
the
Exclusive
Territory and
outside the Exclusive
Territory if
sold by Distributor.
|
| · |
Territory
shall mean all of Canada ;
|
| · |
Exclusive
Territory
shall
mean the Provinces of Quebec, New Brunswick, Xxxxxx Xxxxxx Island,
Nova
Scotia, and Newfoundland.
|
| · |
Line
shall
mean the connection of the Product
to
the Producer's
systems
to allow the function of the Product
as
a communicating device and a telephone apparatus through the Internet
system, operating wireless and using technology which converts
voice into
data, (commonly known as Voice over Internet Protocol) including
all
services and options offered by the Producer
to
the User
in
relation to the use of the Line.
|
| · |
Marketing
plan the
marketing plan attached herein as schedule B, with expenditure
budget
by
|
| · |
the
Producer
of
at least
$50,000
for
the first 180 days from the signing of the present Agreement for
every
subsequent year a marketing budget that is at least equal to three
percent
(3%) of yearly Revenues
but
under no circumstances such marketing expenditure can be less than
the
greater
of the first year expenditure or three percent (3%) of Revenues.
|
| · |
"National
Retail Chain" means
a
corporate entity operating retail outlets throughout the Territory
and
having a single purchasing and distribution center. As more fully
identified in Schedule C.
|
| · |
Recurring
Revenues shall
mean payments made by the User
to
the Producer
on
a recurring basis to maintain the right of use of the Tdlphone
Iine and
for the use of other services supplied by the Producer.
|
| · |
Revenues
shall
mean all and every payment made by the User to the Producer
or
any other person affiliated to the Producer
or
the successor of the Producer
for
the connection of the Line,
the
monthly or periodic payment fox maintaining the Line,
for
long distance calls
made
by using the Line
and
Recurring
Revenues and
any
other
payment made for the use of the Line,
whatever
the mode of payment, including by prepaid cards or other prepaid
instruments;
|
| · |
User
shall
mean the end user of the Product.
|
1.00
Appointment of Distribution
1.01.1
The Producer appoints the Distributor:
| a) |
As
its non-exclusive distributor in the Territory
and;
|
| b) |
as
its exclusive distributor in the Exclusive
Territory, upon
the terms and conditions herein set
out.
|
1.01.2
a)
In the
event The Producer
appoints
an exclusive distributor in Canada, outside the Exclusive
Territory, other
than Distributor
the
latter shall cease to have any right or authority to distribute the Product
in
the
Province where
another
exclusive distributor was appointed. Any Revenues attributable to the sale
by
Distributor
of
the
Product
outside
the Exclusive
Territory prior
to
the appointment of another Exclusive
Distributor, shall
continue to be payable to Distributor
in
accordance to section 1.05.
b) Distributor
shall
be
allowed to complete the orders on hand, accepted by Producer
prior
to
the appointment of
an
exclusive Distributor
outside
the Exclusive
Territory.
c) Under
no circumstances will Producer
allow
any
other person to sell, distribute or market the Product
in
the
Exclusive
Territory.
d) The
Distributor
shall
have the right until December 31, 2004, to sell in the Territory.
2
e)
In
the event
such sales
occur the Distributor
shall
receive all Revenues
in
relation to the Lines
connected
to the Product
sold
by
the retailers throughout the Territory.
In
the
event
that another distributor is appointed in the non Exclusive
Territory it
is
understood that such appointment will provide for exclusion of the National
Retail Chains to
which
the Distributor
has
sold
the Product.
1.02
The
parties
agree that the Producer
has
permitted Camelot Info
to sell
the Product
through
the Distributor
in
conformity with the terms of the present agreement between the Producer
and
Camelot Info.
1.03
As
the
authorized distributor, the Distributor
agrees
to
use its best efforts to sell and promote the Product
in conformity
with section 5.01 (III).
1.04
The
parties acknowledge that the principal purpose of the distribution of the
Product
is
to
generate Revenues
from
the
use of the Product by the User.
1.05
Producer
shall
pay
to Distributor
forty
percent (40%)
of
all
and
any Revenues
received
by Producer
for
the
use
of the
Product
if
the
Product
a) is
sold
by Distributor
anywhere
in
the
Territory
;
b) is
sold
by Distributortor anyone else in the Exclusive
Territory.
Whether
the Product
was
sold
prior or subsequent to the signing
of
the
present Agreement.
2.00
New
Product
2.01
Producer shall
offer to the Distributor,
in
exclusivity in the Exclusive
Territory, and
Distributor
accepts
and the Distributor
shall
have the obligation to market and distribute in the Exclusive
Territory any
and
all similar new Product,
including
any accessories and prepaid cards
for
the
use of the Product
and
or
the use of the services
supplied
by the Producer,
developed,
marketed, sold, distributed by or in any other manner or form promoted by
Producer. The parties will
negotiate
the terms and conditions applicable to the marketing and distribution by
Distributor
of
the
new product. Any Revenues
generated
by the new product or accessory shall be governed by section 8.03.
Any
reference to prepaid cards must be in relation to the Teliphone
Product (Wi-Fi)
3.00 Status of Distributor
3.00 Status of Distributor
3.01
The status of the Distributor
shall
be
that
of an independent contractor and the Distributor
shall
have no authority to assume or create any obligation whatsoever, expressed
or
implied, in the name of the Producer,
nor
to
bind Producer
in
any
manner whatsoever. The Distributor
shall
have no authority hereunder to enter into any contract of
sale
or employment on behalf of Producer,
nor
to
make allowances or adjustments on Producer's
accounts
for
the
return of merchandise, except pursuant to the written authorization of
Producer.
4.00
Sub distributors /
Assignment
4.01
Sub distributors
Producer
hereby
grants to the Distributor
the
right
to appoint persons or companies as its sub distributors (herein called "Sub
distributors") of the Product,
provided
however that the appointment by the Distributor
of
one or
more Sub distributors shall not relieve the Distributor
of
any of
its obligations hereunder. Producer
shall
be
3
requested
in writing for its consent for such appointment, which consent will not be
unreasonably withheld.
5.00 Required Purchase Quantity
5.00 Required Purchase Quantity
5.01
I)
The
Distributor
shall
purchase directly, on an exclusive basis, from Producer
such
semi
annual quantities of the Product
as
set
out hereafter. Unless the parties agree to otherwise in
writing,
the purchase price for the Product
shall
be
in accordance with
Section
6.01 hereof:
II)
Subject to Producer:
a) supplying
the Product
as
ordered by Distributor,
and
b) the
Product
meets
all
the Technical specifications; and
c) the
price
structure of the revenues is
competitive; and
d) have
in
place an adequate client service structure.
III)
Distributor
shall
purchase directly from
Producer
the
following minimum quantities:
|
a)
|
Year
1:
|
2,500
the first nine months.
|
|
b)
|
Year
2:
|
3,750
every six months
|
|
c)
|
Year
3:
|
5,000
every six months
|
|
d)
|
Year
4:
|
6,250
every six months
|
|
e)
|
Year
5:
|
7,500
every six months
|
unless
the parties agree to otherwise in writing.
6.00
Purchase and Sale of the Product
6.01
Subject
to and in accordance with the terms and conditions of this Agreement,
Producer
hereby
agrees to sell to the Distributor,
and
the
Distributor
agrees
to
buy from Producer,
the
Product
at
a
price (the "Purchase Price")
which
shall be the Producer's
landed
cost of producing the Product
(F.O.B. destination)
plus ten percent (10%),
6.02
All
prices for the Product
referred
to herein are payable by the' Distributor
to Producer
in
the
currency of Canada.
7.00
Shipping and
Payment Arrangements
7.01 The Product will be shipped to one destination stipulated by the Distributor upon receipt by Producer of the Distributor's purchase order. The Product shall be sold F.O.B. Distributor's warehouse.
Terms
of
payment shall be:
| a) |
for
the first deliveries, during the two first months from the signing
of this
Agreement, net sixty (60) days from date of activation of the Line;
and
|
| b) |
any
delivery after the initial two months,net thirty (30) days from
the date
of activation of the Line
.
|
7.02 Producer shall Initially grant Distributor a line of, credit of Canadian $50,000.00 for Product purchased.
4
8.00
Obligations
of Producer
8.01
Producer
agrees
that during the term
of
this
Agreement, it shall:
| (a) |
sell
to the Distributor,
at
the Purchase
Price, such
quantities of the Product
as
are ordered by the Distributor
from
time to time;
|
| (b) |
deliver
all the Product
ordered
by the Distributor,
upon
the terms
otherwise
set out herein, within and not later than sixty (60) days from the
date of
the receipt by the Producer
of
the said purchase order;
|
| (c) |
refund
or credit to the account of the Distributor the amounts paid or owing
by
the Producer
for
any Product
which
is defective or faulty and which the Distributor
returns
to Producer,
provided
that the fault or defect does not arise as a result of the actions
of the
Distributor
nor
arises as a result of the actions of the retailer or the User;only
the
Producer
shall
have the authority and right to declare the Product
defective
and/or faulty.
|
| (d) |
use
its best efforts to maintain or improve the quality and standards
of the
Product;
|
| (e) |
provide
to the Distributor,
at
its cost, any and all sales promotional material, brochures, price
lists
and any other literature relative to the Product
at
such time and in such quantities as may be reasonably requested by
Distributor,
and
|
| (f) |
assist
the Distributor
by
all reasonable means in selling and distributing the Product
to
retailers, including, without limitation, coordinating sales programs
with
the Distributor;
and
|
| (g) |
have
at all times available locally a sufficient quantity of the Product
to
meet the demand as communicated by Distributor
to
Producer.
By
October 15, 2004 Producer's inventory
available locally must be equal to 1,000 units of the Product.
After
October 15, 2004 the minimum quantities of inventory available locally
in
the city of
Montreal must be equal to the total amount of Product
ordered
by Distributor
during
the preceding 15 days;
and
|
| (h) |
provide
to the Distributor
, to
the retailers and to the User technical support and have in place
a
reputable and efficient customer support service to meet properly
and
adequately the demand without
delay;
|
| (i) |
to
use its best effort to put in place a competitive strategy to meet
any
competition and react to any new competition with enough resources
and
speed to maintain the Product
and
the services in the market at a competitive price to the User.
|
8.02
Producer
agrees
that during the term of this Agreement, it shall not:
| (a) |
withhold
delivery of the Product
ordered
by the
Distributor
for any reason other than non-payment in respect of previous orders
or
breach of any of the terms and conditions of this
Agreement;
|
| (b) |
distribute,
sell, or solicit orders for the Product
within
or for ultimate delivery to any place within the Exclusive
Territory defined
herein without the prior written consent of the Distributor;
and
|
| (d) |
(d)
Subject to clause 1.02, Producer
shall
not sell directly or indirectly the Product
otherwise
than through
|
5
Distributor.
8.03
Pay
Distributor
forty
percent (40%) of all Revenues
on
the
15ui
day of
each month for all Revenues
received
by Producer
during
the preceding month.
8.04
Producer shall
give Distributor:
| a) |
during
the first 60 days from the date of signing the present Agreement,
the
right to examine the hardware used by Producer
for
the communication by the User
for
the purpose of ascertaining whether Producer
can
offer the service of Telecommunication and that the apparatus has
sufficient
capabilities to answer adequately the
demand;
|
| b) |
on
a regular basis access
to the
Backroom
Operation to
allow at all time direct or distant access to the billing of the
Users,
|
8.05 Producer
at
its
cost shall xxxx available,
to
Distributor
and
the
retailers of the Product,
qualified
personnel to explain the Product
and
its
operation.
9.00
Responsibilities
of the Distributor
9.01
The
Distributor
agrees
that during the term of this Agmeement, it shall:
| (a) |
comply
and cause all its Subdistributors or parties appointed by it to comply,
with all applicable laws in the Territory
relating
to the advertising, distribution and sale of the Product
and
with the terms and conditions of this
Agreement;
|
| (b) |
devote
its best efforts to the performance of its obligations under this
Agreement;
|
| (c) |
make
every reasonable effort and use proper means to develop
the
market potential for trade in the Product,
and
actively solicit orders for the sale of the Product,
provided
that in no event shall the Distributor
be
required to expend any moneys on advertising or other marketing and
sale
techniques, except as the Distributor,
in
its sole discretion, determines appropriate;
and
|
| (d) |
develop,
promote and maintain with customers, the goodwill and reputation
of
the
Product.
10.00 Terms of Agreement
|
10.01
'This
Agreement shall come into effect on its date of execution and shall continue
in
full force and effect, unless terminated earlier in accordance with the terms
set out below, until the fifth (5th) anniversary of the date of execution (the
'Initial Term").
10.02
Provided
the
Distributor
has
complied with all the terms and conditions hereof, this Agreement shall be
automatically
renewed at the
completion
of the Initial Term and shall continue on the same terms and conditions
as
contained herein for successive
two
(2)
year periods (the "Renewal Term").
10.03
Notwithstanding the provisions contained in Section 10.01 above, the parties
hereto agree that this Agreement shall immediately terminate without notice
to
either parry upon the occurrence of any one or more of the
6
following
events:
| a) |
the Distributor
shall
file an assignment in bankruptcy or be or become bankrupt or upon
the
appointment
of
a receiver for all or substantially all of the property or assets
of the
Distributor
or
upon the making by the Distributor
of
any assignment or attempted assignment for the benefit of creditors
or
upon the institution by the Distributor
of
any act or proceeding for the winding up of its
business.
|
10.04
The
parties agree that this agreement may be terminated at the option of the
Producer
if
there
is any indebtedness due by the Distributor
and:
| a) |
a
notice of default to pay is sent to the Distributor;
and
|
| b) |
after
the lapse of five (5) working days, payment is not received from
the Distributor.
|
10.05
I)
Upon
termination of this Agreement pursuant to lapse of time or notice of
termination:
| (a) |
the
Distributor
shall
discontinue any and all representations or implications that it is
a
Distributor
for
or is otherwise affiliated with Producer;
and
|
| (b) |
Producer
shall
repurchase from the Distributor
from
or any sub-Distributor
as
the case may be, any of the Product
in
the Distributor's inventory
at the cost to the Distributor
for
such Product,
less
any amount then owing from the Distributor
to
Producer.
|
| (c) |
notwithstanding
the termination of this Agreement, whatever the cause provided the
cause
is not that which is stipulated at 10.03(a), whether such termination
was
initiated by the Producer
or
the Distributor,
Producer shall
continue to pay Distributor
the
amounts referred to in section $_03 in relation to all the active
Users
at
the date of effective termination of the Agreement as long as the
User
initially
has connected his Line
during
the term of this Agreement or any renewal thereof and continues to
use the
Line.
Producer shall
not do anything to incite the User to make any change and Producer
shall
not do anything that can have as an effect to reduce the amount of
Revenues
payable
to Distributor
after
the termination.
|
| (d) |
upon
Termination and for a period of 2 years from date of Termination
,Producer,
shall
not have any dealings, directly or indirectly with Distributors:
|
| a) |
Retailers
chains and;
|
| b) |
Cable
distributors.
|
II)
In
case of contravention by Producer,
Distributor shall
have the following rights:
| a) |
Ask
for injunctive relief and;
|
| b) |
For
damages and;
|
| c) |
Without
restricting its right under (a) and (b) above Producer
shall
pay to Distributor
forty
percent (40%) of all Revenues generated to Producer
as
the result of any contravention to the present
prohibition.
|
III)
Should the present Distribution Agreement be transferred, assigned and made
over
to a third party and in the event
Clause 10.03 is the reason for termination, no monetary or legal rights shall
exist for the benefit of the
Distributor or the sub-Distributor(s).
11.00
Use of Trademarks
7
11.01
With
respect to the use of any of the trademarks associated with
the Product,
now
or at
any time registered in the
name of
Producer
(the
"Trademarks"), the parties agree as follows:
| (a) |
all
representations of any Trademarks which the Distributor
intends
to use in any promotional materials (the
"Materials")
shall be submitted to Producer
for
prior approval of design, colour and other details and
no
Materials containing any of the Trademarks shall be distributed by
the
Distributor
or
on behalf of the Distributor
without
the written approval of Producer;
and
|
| (b) |
Producer
shall
not withhold its approval unreasonably and, unless Producer
has
advised the Distributor
in
writing within three (3) business days of receipt of the Materials
for
approval that Producer
does
not approve of the use of such Materials, Producer
shall
be deemed to have approved of the use of such
materials.
|
11.02
The
Distributor
shaII
not
change or vary any of the Trademarks nor use any other Trademarks which are
similar to or
substantially similar to or so nearly resembling the `trademarks so as to be
Iikely to cause deception or confusion
to the
public.
12.00
Confidential Information
12.01
a)
The
Distributor
agrees
that all information, knowledge and data of a confidential nature ("Confidential
Information") which it shall acquire or which may come to its knowledge during
the term this Agreement shall at all times (both during the taut
of
this
Agreement and subsequent to the termination thereof) and for all purposes be
held by the Distributor
in
confidence and the Distributor
agrees
that it shall not (both during the term of this Agreement and subsequent to
the
termination thereof) disclose, divulge, communicate orally, in writing or
otherwise to any person or persons any Confidential Information. Notwithstanding
the above, the Distributor
shall
be
entitled to disclose such Confidential Information to its duly appointed Sub
distributors. For the purposes hereof, "Confidential Information"
includes, but is not limited to information emanating from Producer,
concerning research, development, patents, copyright, industrial property
rights, marketing plans and
strategies, profits, costs, pricing and systems of procedure.
b)
The
Producer
agrees
that all information, knowledge and data of a confidential nature ("Confidential
Information") which it shall acquire or which may come to its knowledge during
the term this Agreement shall at all times (both during the term of this
Agreement and
subsequent
to the termination thereof) and for all purposes
be held by the Producer
in
confidence and the Producer
agrees
that it shall not (both during the term
of this
Agreement and subsequent to the termination thereof) disclose, divulge,
communicate orally, in writing or otherwise to any person or persons any
Confidential Information. For the purposes hereof, "Confidential Infomnation"
includes, but is not limited to information emanating from Distributor,
concerning
research, development,
patents, copyright, industrial property rights, marketing plans and strategies,
profits, costs, pricing
and
systems of procedure.
12.02
Immediately following the termination of this Agreement, the Distributor
agrees
to
transfer and deliver to Producer
all
documents, notebooks, charts, files and records
containing or referencing Confidential Information including copies, summaries,
and
notes
in
its possession or control.
13.00
Patent Infringement and Conformity to Law.
13.01
Producer will
defend claims against the Distributor
that
Product
supplied
hereunder infringe a Canadian patent. Producer
will
pay
resulting court costs, damages and legal fees finally awarded provided that:
(a)
the,Distributor°
8
promptly
notifies Producer
in
writing of
the
claim; (b) the Distributor
provides
Producer
with
all
information and assistance necessary to defend or settle the claim; and (c)
Producer
has
sole
control of the defense and all related
settlement
negotiations. The Distributor
agrees
that if the Product
supplied
hereunder
become,
or in the opinion
of Producer
are
likely to become, the subject matter of a claim, the Distributor will
permit Producer
at
its option
and expense either to: (a) procure the right for the Distributor
to
continue selling the Product;
or
(b)
replace or
modify
the Product
so
that
they do not infringe any patent. If neither alternative is reasonable in the
opinion of
Producer,
the Distributor
agrees
to
return the Product
to Producer on
request and Producer
agrees
to
grant the Distributor
a
credit
for the purchase price paid for the Product
by
the
Distributor.
The
liability of Producer
under
this paragraph is personal to Producer
and
may
not be asserted against any assignee of Producer
hereunder. Producer
shall
have no liability hereunder for any claim which is based on a use or
modification of the Product
for
a
purpose for which the Product
were
not
designed.
13.02
Producer warrants
that during the term of this Agreement and any renewal thereof that the
Product
and
its
use shall at all time comply with the law.
14.00
Warranty
14.01
The
Warranties applicable to each of the Product
sold
to
the Distributor
under
this Agreement shall conform to the separate manufacturing product warranties
then in effect with respect to such Product,
copies
of
which have been furnished to the Distributor,
and
the
Distributor
agrees
to
inform its customers of such warranties and any changes thereto that
Producer
supplies
to the Distributor
from
time
to time. Such warranties are in lieu of and exclude
all other conditions, warranties, guarantees, obligations, rights or
representations (including any warranties
as to
merchantability, fitness or durability), expressed or implied, arising by
statute or otherwise.
15.00
GENERAL CONTRACT PROVISIONS
15.01
All
notices, requests, demands or other communications (collectively, 'Notices")
by
the terms hereof required or permitted to be given by one party to any other
party, or to any other person shall be given in writing by personal delivery
or
by registered mail, postage prepaid, or by facsimile transmission to such other
party as follows
| (a) |
To
Producer at:
000
, Xxx xx Xx xxxxxx
XX-XXXXXXX, X0X 0X0, Quebec, Tel: 000-000-0000 Fax:
450-446-134S
|
| (b) |
To
Distributor at:
1750
, Xxxxx-Xxxxxxxx ,xxxxx 000 ,
Xxxxxxxxx
, XXX 0XX, Xxxxxx,
Tel
: 000-000-0000
Fax
: 000-000-0000
|
or
at
such other address as may be given by such person to the other parties
hereto
in
writing from time to time. If any party bound hereby or any permitted transferee
of shares hereunder shall not have given the parties hereto notice setting
forth
an address for the giving of Notices, the Notice for such person shaII be deemed
to have been properly given
if
given
in accordance with the terms hereof as if given
to
the
transferor(s) of such shares.
All
such
Notices shall be deemed to have
been
received when delivered or transmitted, or, if mailed, 3 business days
after 12:01 a.m. on the day following the day of the mailing
thereof.
If any Notice shall have been mailed and
if
regular mail service shall be interrupted by strikes or other irregularities,
such Notice shall be deemed to have
9
been
received 3 business days after 12:01 a.m. on the day following the resumption
of
normal mail service, provided
that during the period that regular mail service shall be
interrupted
all Notices shall be given by personal delivery or by facsimile transmission.
all Notices shall be given by personal delivery or by facsimile transmission.
15.02
The
parties shall sign such further and other documents, cause such meetings to
be
held, resolutions passed and by-laws enacted, exercise their vote and influence,
do and perform and cause to be done and performed such further and other acts
and things as may be necessary or desirable in order to give full effect to
this
Agreement and every part
thereof.
15.03
This
Agreement
may
be
executed in several counterparts, each of which so executed shall be deemed
to
be an original and such counterparts together shall be but one and the same
instrument.
15.04
Time
shall be of the essence of this Agreement and of every part hereof and no
extension or variation of this Agreement shall
operate
as a waiver of this provision.
15.05
This
Agreement constitutes the entire Agreement between the parties with respect
to
all of the matters herein and its execution
has not been induced by, nor do any of the parties rely upon or regard as
material, any representations or
writings
whatever not incorporated herein and made a part hereof and may not be amended
or modified in any respect
except by written instrument signed by the parties hereto. The Schedules
referred to herein are incorporated
herein
by reference and form part of the Agreement
15.06
This
Agreement shall inure to the benefit of and be binding upon the parties and
their respective heirs, executors, administrators, successors, legal
representatives and permitted assigns.
15.07
Any
amount over due, payable by one party to the other, shall bear interest at
the
rate of 24% per year 2% per month.
15.08
The
division of this Agreement into articles and sections is for convenience of
reference only and shall not affect the interpretation or construction of this
Ageement.
15.09
This
Agreement
shall be governed by and construed in accordance with the laws of the Province
of Quebec and the federal laws of Canada applicable therein and each of the
parties hereto agrees irrevocably to conform to the jurisdiction of the Courts
of the Province of Quebec.
15.10
In
this
Agreement, words importing the singular number shall include the plural and
vice
versa, and words importing the use of any gender shall include the masculine,
feminine and neuter genders and the word "person" shall include an individual,
a
trust, a partnership, a body corporate, an association or other incorporated
or
unincorporated organization or entity.
15.11
When
calculating the period of time within which or following which any act is to
be
done or step taken pursuant to
this
Agreement, the date which
is
the
reference date in calculating such period shall be excluded. If the last day
of
such period is not a Business Day, then the time period in
question
shall end on the first business day following such non-business
day.
15.12
Any
references in
this
Agreement to any law, by-law, rule, regulation, order or act of any government,
governmental body or other regulatory body shall be construed as a reference
thereto as amended or re-enacted from time to time or as a reference to any
successor thereto.
15.13
If any
Article, Section or any portion of any Section of this Agreement is determined
to be unenforceable or invalid for any reason whatsoever that unenforceability
or invalidity shall not affect the enforceability or validity of the
remaining
portions of this Agreement and such unenforceable or invalid Article, Section
or
portion thereof shall be
severed
from the remainder of this Agreement.
10
15.14
The
parties hereto agree that this Agreement may be transmitted by facsimile or
such
similar
device and that reproduction of signatures by facsimile or such similar device
will be treated as binding as if original and
each
party hereto undertakes to provide each and every other party hereto with a
copy
of the Agreement bearing original signatures forthwith upon demand.
15.15
The
parties have requested that the present Agreement be drafted in English. Les
parties ont requis que lc present accord soft redige
en
anglais.
IN
WITNESS WHEREOF the
parties have duly executed s Distribution Agreement as of the date first above
written.
UNITED
AMERICAN CORPORATION
Per:
/s/
Xxxxxx Xxxxxxxxx
XXXXXX
XXXXXXXXX-Producer
DISTRIBUTION
CAR-TEL
INC.
Per:
/s/
Xxx Xxxxxxxxxx
XXX
XXXXXXXXXX-Distributor
11
SCHEDULE
"A"
The
Schedule A would consist of the current Product
being
imported by Producer
for
which
the Distributor
is
being
retained to distribute.
12
SCHEDULE
"B"
MARKETING
PLAN
The
Schedule B would consist of the initial Marketing Plan within the Exclusive
Territory:
a) Newspapers
b) Television
c) Radio
d) Direct
Mailing
All
marketing will be performed on a "best effort" basis with a minimum monetary
obligation of the Producer,
to
disburse
the sum
of Fifty Thousand Dollars ($50,000) during the first one hundred and eighty
days
(180) days after signing this Agreement.
The Marketing
Plan and
its
mode of implementation shall remain in the Exclusive domain of the Producer,
and
will
be disclosed to the Distributor
within
sixty (60) days.
13
SCHEDULE
"C"
National
Retail
Chains
| Ø |
LOBLAWS
|
| Ø |
SHELL
|
| Ø |
FUTURE
SHOP
|
| Ø |
RADIO
SHACK
|
| Ø |
ULTRAMAR
|
| X |
XXXXXX
E MARTINAULT
|
| Ø |
STEREO
PLUS
|
| Ø |
DUMOULIN
|
| Ø |
CABINE
TELEPHONIQUE
|
| Ø |
CENTRE
HI Fl
|
| X |
XXXXX'X
|
| Ø |
BUREAU
EN GROS
|
| Ø |
BRICKS
|
| Ø |
COMPU-SMART
|
| Ø |
STAPLES
|
| Ø |
POSTE
CANADA
|
| Ø |
VIDEOTRON
|
| Ø |
COGECO
|
| X |
XXXX
|
| X |
XXXXXX
|
| Ø |
TELUS
|
| Ø |
SPRINT
|
| Ø |
MICROCELL
(FIDO)
|
| Ø |
INTERNET
SERVICE PROVIDER
|
| Ø |
WIFI
|
| Ø |
AT&T
|
