Exhibit 10.2
LICENSE AGREEMENT
This Agreement is made in Amman this 1st day of January, 1995, BY AND
BETWEEN
1. Aramex International Limited, a Limited Liability Company duly organized
and existing under the laws of Hong Kong and having its registered office
at Room 1021 Sun Hung Kai Centre, 30 Harbour Road, Hong Kong, acting
through its Amman Regional Office at X.X.Xxx 000000 Xxxxx, Xxxxxx
(hereinafter referred to as "Licensor") of the one part, and
2. "Licensee"
WHEREAS
A. Licensor is in the business of effecting and coordinating courier services
from country to country around the world and within certain countries under
the name of "Aramex" and has acquired a high level of skill and technical
expertise in the operation of courier service activities and the provision
of expedited door-to-door pickup and delivery services of time-sensitive
small packages, documents and cargo;
B. Licensor is the owner of certain trademarks, service marks and trade names
and has developed and perfected a system (hereinafter referred to as the
"Aramex System") for providing to the public expedited door-to-door pickup
and delivery services of time-sensitive small packages, documents and cargo
from country to country around the world and within certain countries under
the trade name of "Aramex";
C. Licensor is desirous of expanding the Aramex System, and maintaining high
standards of quality and service in connection with the same.
D. Licensee desires upon the terms and conditions set forth, to be licensed to
provide in Licensee's Territory courier services of the same distinctive
nature and high quality and of the same distinguishing characteristics as
those established by Licensor, under and using the same trademarks, service
marks, color pattern and scheme, signs, designs and other distinguishing
characteristics of the Aramex System, as established by Licensor, all in
accordance with the standards of service approved by Licensor.
E. Licensor is ready and willing to grant a license to Licensee for the
operation of such Aramex System business in Licensee's Territory upon the
terms and conditions set forth hereinbelow and upon the compensation to
Licensor as set forth below.
NOW THEREFORE IT IS AGREED BETWEEN THE PARTIES AS FOLLOWS:
ARTICLE 1. PREAMBLE
The preamble to this Agreement shall constitute part and parcel hereof.
ARTICLE 2. DEFINITIONS
COURIER SERVICES means the provision of expedited door-to-door pickup and
delivery services of time-sensitive small packages and documents (cargo
excluded).
COURIER SHIPMENTS means shipments of time-sensitive small packages,
documents and cargo requiring expedited door-to-door pickup and delivery.
LICENSEE'S TERRITORY means the Territory set out in Schedule 5.
ARAMEX TERRITORY means Jurisdictions other than Licensee's Territory.
LICENSOR'S INTERLINE AGENTS refers collectively to any person, company or
entity other than Licensee rendering transportation and/or courier services to
Licensor.
ARTICLE 3. LICENSING
3.1 Licensor hereby grants to Licensee, subject to the terms and
conditions of this License Agreement, a non-assignable, non-exclusive personal
license to use the registered xxxx "Aramex" in the operation of its Courier
Services in Licensee's Territory. It clearly understood by the Parties that the
License granted hereby shall not extend to the cargo services of the Licensor
and any reference in this Agreement indicating permission to conduct cargo
services shall be null and void.
3.2 In respect of its Courier Services in Licensee's Territory, Licensee
shall trade under the name of "Aramex" or "Aramex International Courier", the
use of which trade names and any trademarks and/or service marks, color pattern
and scheme, signs, designs and other distinguishing characteristics of the
Aramex System as set out in Schedule I to this Agreement (called "the Licensed
Property") is licensed by Licensor to Licensee for use by it pursuant to the
specific terms of this License Agreement.
3.3 Licensee acknowledges that each item of the Licensed Property is the
sole and exclusive property of Licensor, that Licensor has and shall have the
sole right to use each item of the Licensed Property, that Licensor has the sole
and exclusive right to franchise and license the Licensed Property and that
valuable goodwill is attached to the Licensed Property.
3.4 Licensee shall use the Licensed Property only with respect to its
Courier Services in Licensee's Territory and only in the manner and to the
extent specifically permitted by Licensor. Licensee will acquire no rights to
the use of the Licensed Property other than those expressly and specifically
granted to Licensee hereunder.
2
3.5 Licensee expressly acknowledges that Licensor is the sole and
exclusive owner of the Licensed property, and agrees not to represent in any
manner that Licensee has acquired any ownership rights therein by virtue of this
Agreement or its use of the Licensed Property pursuant thereto. Licensee
further acknowledges and agrees that any and all goodwill associated with the
Licensed Property shall inure directly and exclusively to the benefit of
Licensor and that, upon the expiration or termination of this Agreement, no
monetary amount shall be assigned or attributed to any goodwill associated with
Licensee's use of the Licensed Property and Licensee's efforts to advance the
image and prestige,of Licensor, the Licensed Property and the Aramex System.
3.6 Licensee agrees that Licensee will not directly or indirectly register
or attempt to register Licensor's Licensed Property or any other item licensed
in any manner to Licensee by Licensor under the terms of this Agreement.
However, should the Licensed Property be registered in contravention of the
terms of this Agreement in the name of Licensee for any reason whatsoever, with
or without the approval of Licensor, then Licensee hereby declares that:
(a) The Licensed Property is registered in the name of Licensee for
the benefit of Licensor;
(b) Licensor is the actual beneficial owner of the Licensed Property;
(c) Licensee will use the Licensed Property only with respect to the
Courier Services and in the manner set out in this Agreement; and
(d) Licensee will transfer the ownership/registration of the Licensed
Property upon the request of Licensor or upon the termination or expiration
of this Agreement to Licensor or to whomever Licensor designates and will
execute any and all documents necessary for effecting same.
3.7 Licensee expressly agrees that the license to use the Licensed
Property granted herein does not extend beyond the termination or expiration of
this Agreement. Licensee expressly covenants that during the term of this
Agreement and thereafter, Licensee shall not, directly or indirectly, commit any
act of infringement or contest or aid others in contesting the validity or
Licensor's sole ownership of the Licensed Property, or take any other action in
derogation thereof.
3.8 Upon the expiration or termination of this Agreement, Licensee shall
immediately execute such documents and take such action as Licensor may deem
necessary or desirable to evidence the fact that Licensee has ceased to use the
Licensed Property and that it has no further interest or rights in the Licensed
Property whatsoever.
PROVIDED that, notwithstanding the foregoing, upon the expiration or termination
of this Agreement, Licensee shall have no further interest in or rights to the
Licensed Property whether or not any such document or documents are executed or
any such action is taken.
3
3.9 Upon the expiration or termination of this Agreement, Licensee shall
immediately cease and desist from any and all uses of the Licensed Property.
Upon the expiration or termination of this Agreement, any and all materials in
the possession of Licensee displaying or in any way using any of the Licensed
Property shall be immediately destroyed by Licensee unless otherwise requested
by Licensor.
3.10 For the benefit of securing the objects of this section, Licensee
hereby agrees with Licensor that it will enter into all agreements and sign any
document and do those acts and things which may be required and requested by
Licensor.
3.11 The interest of Licensee in the license hereby granted is personal and
shall not be assigned, transferred, assumed or divided in any manner by Licensee
except with the prior written consent of Licensor.
3.12 Licensee agrees that it will not do or suffer to be done any act or
thing which may impair the rights of Licensor to the Licensed Property.
3.13 Licensee shall promptly notify Licensor of any claim, demand or cause
of action that Licensor may have, based upon or arising from any unauthorized
attempt by any person or legal entity to use the Licensed Property or any
colorable imitation or variation thereof in Licensee's Territory. Licensee
shall assist Licensor upon request and at Licensee's expense, in taking such
action, if any, as Licensor may deem appropriate to halt such an infringement,
but shall take no action without Licensor's prior written approval. Licensee
agrees to cooperate with and assist, at its own expense, Licensor in connection
with the protection of its rights with respect to the Licensed Property and to
execute any and all documents and to do such acts and things including, without
limitation, the defense or prosecution of any litigation relating to the
Licensed Property as may be necessary to protect Licensor's rights and interests
in the Licensed Property.
ARTICLE 4. LICENSOR'S STANDARDS OF OPERATION
4.1 Licensee acknowledges that the Aramex System is important to Licensee,
to Licensor, and to other Aramex System Licensees. Licensee agrees at all times
to conform to such standards, methods and procedures as may be promulgated by
Licensor and agrees to instruct and keep Licensee's employees fully informed of
all such methods and procedures, as shall from time to time be promulgated by
Licensor.
4.2 Licensee shall conform to such standards and operate his Courier
Services business in such a manner so as to sustain the goodwill and prestige
which the xxxx and name "Aramex" enjoys with the public.
4.3 Licensee expressly agrees that as a condition precedent to maintaining
the right to use the trademark of Licensor and to maintain this license, it
shall perform all services described herein by Licensor for Licensee's clients
in a prompt, timely and professional manner, and shall maintain satisfactory
relationships with all clients and shall not take any action which would or
might adversely affect the license granted.
4
4.4 Licensee agrees to maintain an active Courier Services business
operation pursuant to the terms of this Agreement and to conduct Licensee's
Courier Services business in conformity with all accepted standards of ethical
business conduct. Licensee further agrees to comply with all rules,
regulations, ordinances, laws and statutes in force in-Licensee's Territory.
4.5 If Licensee shall in any way fail to maintain the standards of quality
or service established by Licensor, Licensor shall have the right, but not the
obligation, to assign to such Licensee's business such person or persons it
deems necessary for the training of Licensee's employees in ensuring that such
standards of quality are maintained. Licensee shall bear the cost of such
training including reasonable expenses incurred for transportation, meals and
lodging.
4.6 Licensee agrees to operate the business licensed hereunder and the
Aramex System in conformity with such uniform methods, standards, and
specifications its Licensor may from time to time prescribe for all Aramex
System Licensees in its manuals or otherwise in writing, to ensure that
Licensor's required degree of quality, service and image is uniformly
maintained. Licensee further agrees to refrain from operating in any manner
which adversely reflects on Licensor's name and goodwill, or the Licensed
Property.
4.7 Licensee acknowledges that Licensor has established an image for
providing efficient, courteous and reasonably priced services in accordance with
ethical business standards, which is an integral part of the Aramex System.
Licensee shall not sell any materials or services deemed by Licensor as not in
compliance with such image, nor knowingly allow the premises to be used for any
purpose contrary to such image, if Licensor has reasonable objection thereto.
This provision is intended to protect such image and not to hinder other lawful
activities by Licensee which Licensor does not deem to be harmful thereto.
4.8 Licensee agrees to purchase and install, at Licensee's expense, all
such supplies and signs as may be required by, and meet the specifications of,
the Aramex System, as may be required in this Agreement or in the manuals or
otherwise in writing.
4.9 Licensor may from time to time conduct periodic training seminars for
such periods and at such locations as may be designated by Licensor in its
operating manual or otherwise in writing. Such training shall be provided as
Licensor may deem necessary or appropriate from time to time in its discretion.
Licensee's key personnel must attend Such training seminars. Tuition and
registration fees shall be borne by Licensor. The cost of transportation to
such seminars, the cost of lodging, food, and other expenses of Licensee shall
be borne by Licensee.
5
ARTICLE 5. COVENANTS OF LICENSEE
5.1 Licensee covenants and agrees as follows:
(a) To conduct its Courier Services in accordance with the terms and
provisions of this License Agreement and according to standards and methods
established from time to time by Licensor.
(b) Throughout the term of this License Agreement, to acquire, secure
and maintain all registrations, licenses, permits and approvals that are
necessary or advisable for the operation of its Courier Services in
Licensee's Territory and for the implementation of this License Agreement.
(c) To be responsible for the efficient and proper management of its
Courier Services operations. Without impairing the generality of the
foregoing, Licensee shall be responsible for providing to its Courier
Services in Licensee's Territory all necessary management services in the
form of financial planning, recruiting, purchasing, advertising and other
incidental and technical services and shall be responsible for providing
all necessary technical know-how, expertise, administration, supervision
and control for the proper conduct of its Courier Services in accordance
with standards and methods established from time to time by Licensor.
(d) To comply with all laws, ordinances, rules and regulations
pertaining to its Courier Services.
(e) To provide efficient, courteous and high quality Courier Services
to the public in accordance with standards and methods established from
time to time by Licensor.
(f) To create goodwill among the public for the Aramex System.
(g) To feature in its Courier Services in Licensee's Territory, in
its principal place of business and all other branches and subsidiaries
connected with its Courier Services and in all advertising and stationery
matter the trademark and trade name "Aramex" or "Aramex International
Courier".
(h) To protect, indemnify and hold harmless Licensor, its other
licensees and Licensor's Interlining Agents from and against all costs,
damages, expenses, claims or other liability imposed by law or otherwise as
a result of or arising out of the Courier Services operated by Licensee
including but not limited to all costs, including attorney's fees, incurred
as a result of suits against Licensor, its other licensees and/or
Licensor's Interlining Agents arising therefrom irrespective of whether any
such suits shall be against Licensor, its other licensees and/or Licensor's
Interlining Agents solely or as co-defendants with Licensee and/or other
parties and irrespective of whether any such suits allege negligence on the
part of Licensor, its other licensees and/or Licensor's Interlining Agents
and regardless of the jurisdiction
6
in which any such suits shall be brought. In all cases, and without
prejudice to the above, Licensee must ensure that his liability and that of
Licensor, its other licensees and Licensor's Interlining Agents is limited
to a maximum amount of, U.S. Dollars 100 (One Hundred United States
Dollars) per shipment.
(i) To use every reasonable means to encourage the use of the Aramex
System and the Courier Services provided thereby.
(j) To file with Licensor not later than thirty (30) days following
the close of each calendar quarter of each year during the life of this
License Agreement a statement of operations showing the results of its
Courier Services operations during the quarter preceding such filing date
and other reports as Licensor may from time to time require.
(k) That this License Agreement and Licensee's rights and obligations
hereunder are personal to Licensee and non-transferable and nonassignable
without the written consent of Licensor.
(l) That during the term of this Agreement and any extensions
thereof, Licensee shall use its best efforts to recommend, promote, and
encourage the use of the Aramex System by Licensee's customers, clients,
and invitees. It being understood and agreed between the parties hereto
that Licensee shall undertake an extensive advertising campaign in
Licensee's Territory with a minimum yearly budget as set out in Schedule 5
to be subsidized by Licensor up to the maximum set out in Schedule 5.
Licensor grants to Licensee the right to use Licensor's Licensed
Property in advertisements, provided however, that such usage shall only be
in the manner and to the content specifically approved by Licensor. All
stationery, envelopes, business cards, advertising, publicity, signs or
other matter employed by Licensee using the words Aramex or Aramex
International Courier shall be first submitted to and approved by Licensor
prior to such use or publication.
(m) That the licensed business shall at all times be under the direct
supervision of Licensee or a principal thereof, and Licensee agrees to
devote substantial time and energy to the operation of the licensed
business and agrees to assume full responsibility for its day to day
functioning and operations.
(n) That during the term of this Agreement and any extensions
thereof, Licensee will not own and/or operate directly or indirectly, a
business which is the same or similar to the business licensed hereunder,
except another such business under a license agreement with Licensor.
(o) That during the term of this Agreement and any extensions
thereof, Licensee shall not, either directly or indirectly, for himself, or
through, or on behalf of, or in conjunction with any other person or legal
entity:
7
(1) Direct or attempt to direct, any business of, or any
customer of, the Aramex System to any competitor by direct or
indirect inducement or otherwise.
(2) Use the word "Aramex" in connection with any business which
is the same as or similar to that licensed herein.
(p) That Licensee will not sell, assign, copy, assist, or make
available to anyone any information that will enable such party to
duplicate Licensor's Aramex System. Licensee specifically acknowledges
that the systems, manuals, operations, information and procedures of
Licensor, to be provided under this License Agreement to Licensee
constitute trade secrets of significant value which are unique and are the
sole and exclusive property of Licensor. Licensee specifically agrees, as
an integral portion of compliance with this Agreement, that Licensee will
in no way be entitled to utilize such trade secrets beyond the manner
approved and designated by Licensor either herein or otherwise approved by
Licensor in writing.
(q) That Licensee shall not, during the term of this Agreement and
any extensions thereof, nor thereafter, regardless of the cause of
termination and of the return of any documents as required by this
Agreement, directly or indirectly communicate, divulge to, or use for the
benefit of any other person or legal entity, any trade secrets or any
information, knowledge or know-how deemed confidential under this Agreement
which concerns operation of the Aramex System which may be communicated to
Licensee, or of which Licensee may be apprised, by virtue of Licensee's
operation under this Agreement.
(r) To allow and permit Licensor, its officers, directors, employees
and agents to inspect Licensee's premises and to obtain on their behalf and
at Licensee own cost and expense all necessary licenses, visas and work
permits required to enable same to make such inspection visits into
Licensee's Territory.
(s) To comply with Licensor's technical requirements from time to
time in force including the purchase of the hardware and software systems
used by Licensor such as the Airborne Focus System used by Licensor and
Licensor's system for tracking operations and accounting. Licensee further
undertakes to purchase directly from Licensor the required software for the
price set out in Schedule 5. If Licensee requires assistance in the
operation of such systems, same will be provided by Licensor at Licensee's
expense.
(t) The parties agree that each of the foregoing covenants shall be
construed as independent of any other covenant or provision of this
Agreement. If all or any portion of a covenant in this Article 5 is held
unreasonable or unenforceable by a court or agency having valid
jurisdiction in an unappealed final decision to which Licensor is a party,
Licensee expressly agrees to be bound by any lesser covenant imposing the
maximum duty permitted by law that is covered within the terms of such
covenant, as if the resulting covenant were separately stated in and made a
part of this
8
Article 5. Licensee further expressly agrees that the existence of any
claim it may have against Licensor whether or not arising from this
Agreement, shall not constitute a defense to the enforcement by Licensor of
the covenants contained herein.
5.2 In order to implement this Agreement, Licensee shall:
(a) Establish a separate division (the "Division") specialized in
conducting Courier Services within the Aramex System.
(b) Submit the management of the Division to Licensor within one (1)
month of the date of this Agreement first written above. In this regard,
Licensee shall enter into the Management Agreement (the "Management
Agreement") set out in Schedule 6 attached hereto and made part and parcel
hereof - it being clearly understood by both properties that this License
is being granted to Licensee on the express condition that the said
Management Agreement is signed and the management of the Division is
surrendered to the Licensee.
5.3 It being understood and agreed by Licensee that all of the above
mentioned acts and things and all other acts inherent therein or incidental
thereto shall be performed and/or provided by Licensee at its own cost and
expense, unless otherwise specified.
ARTICLE 6. DELIVERY SERVICES
6.1 As part of the consideration for the issuance and execution of this
License Agreement by Licensor, Licensee shall tender all Courier Shipments
picked up by Licensee in Licensee's Territory and destined to Aramex Territory
exclusively to Licensor at agreed upon gateway cities.
6.2 Licensor shall from time to time notify Licensee of the destinations
in Aramex Territory to which Licensor can effect deliveries Of Courier
Shipments.
6.3 Licensor agrees to transport said Courier Shipments on an expedited
basis and to deliver same to consignees in accordance with its highest level of
schedule and time parameters.
6.4 Licensee shall adhere to all the Aramex Conditions of Carriage on the
back of the Aramex Airway Bills.
6.5 It is understood and agreed between the parties hereto that all
Courier Shipments picked up by Licensor in Aramex Territory and destined to
Licensee's Territory can be tendered by Licensor for delivery to any other third
party and nothing in this License Agreement shall give, nor be deemed to give,
Licensee any right or interest whatsoever in any such Courier Shipments.
Licensee must, however, accept such Courier Shipments for delivery to Licensee's
Territory if and when same are tendered by Licensor. In this event, Licensee
agrees to transport said Courier Shipments from agreed upon gateways on an
9
expedited basis and to deliver same to consignees in accordance with Licensor's
highest level of schedule and time parameters.
6.6 It is further understood and agreed between the parties hereto that
Licensor shall have the right to use Interlining Agents in effecting deliveries
of Courier Shipments as aforesaid.
6.7 It being further understood and agreed between the parties hereto that
this License Agreement and the license granted hereunder do not extend to
Courier Shipments originating in Licensee's Territory and picked up by third
parties and tendered to Aramex for delivery. Nothing in this Agreement shall
give, nor be deemed to give Licensee any right or interest in any such Courier
Shipments.
6.8 Licensor agrees to charge Licensee for the delivery service to be
provided hereunder in accordance with the charges set forth in Schedule 2 to
this License Agreement which Schedule 2 shall constitute part and parcel hereof.
6.9 Licensee agrees to charge Licensor for the delivery service that may
be required of Licensee in Licensee's Territory in accordance with the charges
set forth in Schedule 3 to this Agreement, which Schedule 3 shall constitute
part and parcel hereof.
6.10 The charges set forth in Schedule 2 and Schedule 3 will remain fixed
for a minimum period of 12 months from the date of this License Agreement.
Thereafter, either party may, from time to time as provided hereinbelow, raise
its charges to the other by an amount not exceeding 10% (ten percent) of the
charge in question by giving thirty (30) days written notice of the proposed
increase. After any increase, such rates shall remain fixed for a minimum
period of twelve months from the effective date of each increase.
6.11 Each party's charges as aforesaid shall be invoiced to the other party
together with all supporting documentation every fifteen (15) days and the
receiving xxxxx shall pay such invoiced amounts within ten (10) days of the date
of the invoice at such place as may be agreed from time to time by the parties.
ARTICLE 7. CUSTOMS CLEARANCE/LIABILITY
7.1 Each party shall be responsible for providing customs clearance for
shipments tendered for that party for delivery 'in its respective territory.
7.2 Each Courier Shipment to be transported hereunder shall travel under
an airbill having the same terms and conditions as the International Airbill
used from time to time by Licensor.
7.3 Each party shall be responsible for the handling, resolution and
payment of all claims and costs arising from loss, delay, damage or misdelivery
of Courier Shipments whilst in its possession or in that of its Interlining
Agents or under their control or responsibility and shall hold the other party
and its Interlining Agents harmless and shall indemnify and
10
defend them against all claims, costs and actions for loss, delay, damage or
misdelivery of the Courier Shipment whilst in its possession or in that of its
interlining agents or under their control.
ARTICLE 8. FEES, ROYALTIES AND PAYMENTS
8.1 As further consideration for the issuance of this license and of the
rights granted to Licensee, Licensee shall pay to Licensor an initial fee and
royalties as follows:
(a) Licensee shall pay Licensor the initial fee set out in Schedule 5
immediately upon the execution of this Agreement. The initial fee is not
refundable in whole or in part; and
(b) Licensee shall pay to Licensor monthly royalty at the rate set
out in Schedule 5 per month. The royalty shall be paid within fifteen (15)
days after the end of each calendar month; and
(c) Licensee shall pay to Licensor yearly royalty at the rate set out
in Schedule 5. The royalty shall be paid within thirty (30) days after the
end of each calendar year.
8.2 All payments to be made pursuant to this Agreement shall be made in
United States Dollars either by check or by bank transfer to Licensor's Account,
and shall be free and clear of,all taxes, charges and duties of whatever nature.
ARTICLE 9. BOOKS OF ACCOUNT
Licensee shall keep proper and accurate books of account for its Courier
Services which shall be maintained in accordance with accounting principles and
procedures adopted and in use by Licensor for its worldwide operations. If for
any reason it is in the judgment of the parties that deviations from such
principles and procedures are required to meet local legal requirements or to
accord with local practices, such deviations shall be segregated in separate
accounts so that the differences from such principles and procedures are readily
ascertainable. The books of account shall be audited annually by an
international firm of accountants licensed to practice in Licensee's Territory
and approved by Licensor. Licensor shall be entitled to inspect Licensee's
books of account during office hours.
ARTICLE 10. LICENSEE'S MINIMUM VOLUME OF BUSINESS
10.1 Licensee recognizes that Licensee is required to do a minimum volume
of business as a condition of retaining this License and as more clearly set out
in Schedule 5.
10.2 If Licensee fails to tender to Licensor Courier Shipments in
accordance with the amounts specified in Schedule 5, Licensor at its option, may
terminate this Agreement upon thirty (30) days written notice to Licensee, or
alternatively, and without prejudice to the
11
terms and conditions contained in this Agreement, Licensor may seek and grant
another license to a third party licensee in Licensee's Territory.
10.3 In the event that Licensor's above mentioned option is not exercised,
neither Licensor nor Licensee are in any way released from the terms and
conditions of this Agreement. Further, the failure of Licensor to exercise such
option at any one time is not to be deemed a waiver of Licensor's right to
exercise such option in the event that Licensee subsequently fails at any other
time to meet the imposed minimum volume of business set out in Schedule 5.
ARTICLE 11. ASSIGNMENT
11.1 Licensee shall not assign or otherwise transfer its interests in this
Agreement and/or its obligations hereunder or any part thereof without obtaining
the prior written consent of Licensor.
11.2 Licensor may without prior consent sell, assign or otherwise transfer
its interest in this Agreement and/or its obligations hereunder or any part
thereof to any other entity or person.
ARTICLE 12. TERM OF AGREEMENT/TERMINATION
12.1 This Agreement shall, subject to the terms of this Article 12,
commence on the date first written above and shall continue for a period of two
years.
12.2 Either party may terminate this Agreement without cause by giving the
other party thirty (30) day advance written notice, provided however, that all
financial obligations are fully and completely settled before such termination.
12.3 This Agreement shall terminate forthwith and without notice upon the
occurrence of any of the following events:
(a) The dissolution or liquidation of Licensor or Licensee, their
bankruptcy, the marshaling or assignment of their assets for the benefit of
creditors, or other analogous events.
(b) The enactment or proclamation of any legislation, statute, law,
decree, order or other edict in Licensee's Territory which in the opinion
of either party affected makes it unlawful or impossible to continue the
operation of this Agreement.
(c) Failure of Licensee to sign the Management Agreement set out in
Schedule 6 and to submit the management of the Division within the required
period.
(d) Violation or default by Licensee of the Management Agreement.
(e) Termination, expiration of the Management Agreement.
12
12.4 Licensor may terminate this Agreement at any time if in Licensor's
reasonable opinion, there has been a change in management or ownership of
Licensee that would diminish Licensee's ability to perform the duties embodied
in this Agreement. Such termination will be effective immediately upon the
giving of notice to Licensee.
12.5 Licensor may terminate this Agreement at any time if Licensee shall
acquire any interest, whether by way of holding shares directly in its own name
or otherwise, in any company or entity competing with Licensor or if Licensee
shall represent whether directly or indirectly any other company or entity whose
business or any part thereof competes with or constitutes a conflict of interest
in any way whatsoever with that of Licensor or if Licensee shall in any way
breach or violate its undertakings contained in Article 3 above. Such
termination will be effective immediately upon the giving of notice to Licensee.
12.6 Without prejudice to all of the above, Licensor may terminate this
Agreement at any time and cash in the full value of the Performance Guarantee
provided for in Article 13 if Licensee commits or allows to be committed a
breach of any of its obligations under this Agreement.
Any such termination shall be effective immediately upon giving of a simple
notice in writing to Licensee.
12.7 Upon the expiration or the termination of this Agreement its provided
herein, this Agreement shall not be renewed except by the written agreement of
both parties, it being expressly understood and agreed that neither party has
entered into this Agreement with the expectation of or in reliance upon its
renewal or extension.
12.8 Upon the expiration or termination of this Agreement -or any extension
hereof, Licensor shall not be liable to Licensee for any indemnities,
compensations, damages, expenses or loss of profits or prospective profits
whatsoever and of any kind whether based on clientele created, relations
established or expenses incurred or sustained or arising out of or as a
consequence of such expiration or termination. Any and all claims or rights to
all such indemnities, compensations, damages, expenses or loss of profits or
prospective profits, if any, are hereby irrevocably and unconditionally
relinquished and waived by Licensee.
12.9 In the event of termination or expiration, Licensee shall forthwith
cease all activities in connection with or relating to this Agreement as of the
date of such termination or expiration unless otherwise requested by Licensor.
Both parties shall endeavor in good faith to resolve any outstanding differences
without prejudice to either party's rights under this Agreement and to wind up
in an orderly fashion their affairs between themselves.
ARTICLE 13. USE OF INFORMATION
Licensee shall use promotional literature, data and information furnished
from time to time by Licensor only in furtherance of the objectives of this
Agreement. Licensee shall not use any information acquired from Licensor in any
manner that conflicts or competes with Licensor's interests.
13
ARTICLE 14. LICENSEE'S DUTY OF NON-DISCLOSURE
Licensee will not at any time, whether during or after the currency of this
Agreement, disclose to any third party (other than as may be required by law)
any information concerning the business or affairs of Licensor.
ARTICLE 15. ENTIRE AGREEMENT AND AMENDMENTS
This Agreement and all appendices and schedules attached hereto and
referred to herein constitute the entire agreement and understanding between the
parties hereto and supersede all previous agreements, understandings and
arrangements between the parties. This Agreement shall not and cannot be
varied, amended or supplemented except by a written instrument executed by duly
authorized representatives of both parties.
ARTICLE 16. FORCE MAJEURE
16.1 The term "force majeure" means all causes beyond the reasonable
control of Licensor or Licensee but not limited to any event attributable to
such causes such as acts of God, embargoes, governmental direction, war or acts
of war, sabotage, restraints by rules or intervention of civil or military
authorities or other agencies of government, social unrest, revolution, strikes,
lockouts, slow-downs and other similar causes affecting the activities of either
party to the extent that would make it impossible or impracticable for either of
the parties to carry out in whole or in part its obligations under this
Agreement.
16.2 In any case, however, events caused by the acts or omissions of either
party shall not be deemed to be force majeure. No party hereto shall be deemed
to be in default while performance of its obligations is prevented by force
majeure and any time limits specified in this Agreement for the performance of
its obligations hereunder shall accordingly be extended by a period of time
equal to that during which the force majeure shall prevent such-party from
carrying out its obligations under this Agreement.
16.3 Upon the occurrence of any event of force majeure, the party suffering
therefrom shall promptly give the other party written notice specifying the
event or events of force majeure preventing it from carrying its obligations
under this Agreement. In the event that such force majeure shall last
continuously for at least one month, then the parties shall confer and agree on
arrangements for the further implementation of this Agreement.
16.4 In the event that further implementation is impracticable or
impossible, then the parties shall arrange for termination of this Agreement but
without prejudice to their respective rights and obligations prior to such
termination, it being understood that each party hereto shall fulfill its
respective contractual obligations so far as they have fallen due before the
operation of force majeure.
ARTICLE 17. CONFIDENTIALITY
14
All information and documents of whatever nature supplied by Licensor to
Licensee.pursuant to this Agreement shall be treated as confidential by Licensee
and shall not be disclosed by it to any third party without the prior express
written consent of Licensor. The obligation of Licensee hereunder shall survive
the termination of this Agreement. All information and documents of whatever
nature supplied by Licensee to Licensor pursuant to this Agreement shall be
treated as confidential by Licensor and shall not be disclosed by Licensor to
any third party without the prior express written consent of Licensee. The
obligation of Licensor hereunder shall survive the termination of this
Agreement.
ARTICLE 18. LANGUAGE AND INTERPRETATION
18.1 Each document, notice or other communication referred to or given in
connection herewith shall be in the English language which language shall govern
the Agreement.
18.2 The descriptive headings contained in this Agreement are for
convenience only and shall not control or affect the meaning or construction of
any provision of the Agreement.
18.3 Periods of time referred to in this Agreement shall be based upon the
Gregorian calendar year.
18.4 Unless the context otherwise requires in this Agreement, words
importing the singular shall include the plural and vice versa, the masculine
shall include the feminine and neuter genders and vice versa, and words
importing persons shall include corporations.
ARTICLE 19. NOTICES
19.1 Any notice given by either party to the other party in connection with
this Agreement may be given by registered airmail, telex, facsimile, hand
delivery or hand receipt, or any other customary method of communication
addressed as set out in Schedule 5 or to such other address as the party to
receive such notice shall designate to the other in writing.
The effective date of any notice given in connection with this Agreement
shall be the date on which it is first received by the addressee unless:
(a) given by hand delivery, in which event such notice shall be
deemed to have been received on the date it is actually delivered, or
(b) given by telex or by facsimile in which event such notice shall
be deemed to have been received within twenty-four (24) hours of the date
of despatch.
19.2 The parties hereto hereby dispense with the necessity of exchanging or
service of Notarial Notices.
15
ARTICLE 20. BINDING POWER
The covenants, obligations, undertakings, rights and obligations of this
Agreement shall be binding upon and shall inure to the benefit of the respective
parties and their respective heirs, successors, legal representatives and
permitted assigns.
ARTICLE 21. GOVERNING LAW
The validity, construction, interpretation and enforceability of this
Agreement shall be governed in all aspects by English Law.
ARTICLE 22. SETTLEMENT OF DISPUTES
Without prejudice to Licensor's right to institute legal proceedings
against Licensee in any other jurisdiction, all disputes arising out of or in
connection with this Agreement shall be finally settled under the Rules of
Conciliation and Arbitration of the International Chamber of Commerce by one or
more arbitrators appointed in accordance with the said Rules. The venue of
arbitration shall be Cyprus.
ARTICLE 23. RELATIONSHIP--AUTHORITY AND LIMITATIONS
It is hereby understood and agreed between the parties hereto that Licensee
is an independent contractor, that it has no authority whatsoever to obligate
Licensor and that Licensee shall not represent to others that it has any such
authority. Nothing in this Agreement shall authorize or be deemed to authorize
Licensee to, and Licensee agrees that it will not, enter into, make or create
any contract or agreement whatsoever on behalf of Licensor or create any
liability on the part of Licensor. Licensee shall not either expressly or
impliedly hold itself out or permit itself to be held out as having any
authority to create such liability either under the provisions of this Agreement
or otherwise howsoever.
ARTICLE 24. FAILURE TO ENFORCE
Any failure by Licensor at any time or from time to time to enforce or
require the strict performance of any term or provision of this Agreement shall
not constitute a waiver of such term or condition at any time and shall not
prevent Licensor from insisting on the strict performance of such term or
provision at any later time.
16
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in two counterpart originals as of the date first above written
FOR AND ON BEHALF OF LICENSOR
Name:
Title:
FOR AND ON BEHALF OF LICENSEE
Name:
Title:
17
SCHEDULE I
ARAMEX LOGOS
SCHEDULE 2
LICENSOR'S CHARGES FOR DELIVERY SERVICE
BEY RATES TO SOUTH AND CENTRAL AMERICA
EX-NEW YORK HUB
Effective Date: October 1, 1994
DESTINATION RATES
BEYOND SURCHARGE APX
LATIN AMERICA 3RD ADD 1ST ADD Sur-
1/2 XX 0/0 XX 0/0 XX 0/0 XX Xxxxxx
0 XXXXXXXXX (ADX)
2 ARGENTINA (APX)
3 BELIZE
4 BOLIVIA
5 BRAZIL
6 XXXXX
0 XXXXXXXX
0 XXXXX XXXX
0 XXXXXXX
10 EL SALVADOR
11 FRENCH GUIANA
12 GUATEMALA
13 GUYANA
14 HONDURAS
15 MEXICO
00 XXXXXXXXX
00 XXXXXX
00 XXXXXXXX
00 XXXX
20 SURINAM
21 URUGUAY
22 VENEZUELA
CARIBBEAN
XXXX 0
00 XXXXX
00 XXXXXXX
00 XXXXXXXX
26 BERMUDA
27 BONAIRE
28 CURACAO
00 XXXXXXXXX XXXXXXXX
30 GRAND CAYMAN
31 HAITI
32 XXXXXXX
00 XXXXXX XXXX
00 XX. XXXXXXX
00 XXXXXXX
00 XXXXXXXX & XXXXXX
37 TURKS & CAICOS ISLAND
38 US VIRGIN ISLANDS
XXXX 0
00 XXXXXXXX
00 XXXXXXX
00 XXXXXXX
00 DOMINICA
43 GRENADA
44 GRENADINES
45 GUADELOUPE
46 MARTINIQUE
47 MONTSERRAT
48 NEVIS
49 ST EUSTATIUS
00 XX XXXXX
00 XX XXXXX
52 ST XXXXXXX
SCHEDULE 3
LICENSEE'S CHARGES FOR DELIVERY SERVICE
DESTINATION CHARGE PER SHIPMENT
Licensee's Territory
