Exhibit 10.21
Canadian Sub-License Agreement
By and between
SureCells Portable Power Ltd
and
X.X. Xxxxxxxx & Sons division of Wireless Source Distribution Ltd.
This North American Sub-License Agreement (this "Agreement") made as of the 1st
day of August 2004, by and between SureCells Portable Power Ltd. (hereinafter
"SureCells") and X.X. Xxxxxxxx & Sons division of Wireless Source Distribution
Ltd, a corporation organized under the laws of the Province of Saskatchewan
(hereinafter the "Company").
For and in consideration of the terms and conditions contained hereinafter, the
parties hereto agree as follows:
1.0 Term.
The term of this Agreement shall be for an initial term from the date hereof to
December 31, 2005 provided, however, that either party may terminate the
Agreement. This Agreement will automatically renew for a term of 1 (one) year
unless 90 days prior written notice is provided by the Company that it does not
intend to allow renewal.
2.0 Sub-License.
2.1 SURECELLS will be sub-licensed for the purposes of promoting it's
private label programs, either fundraising, distributed or via
retail channels the following product lines:
2.1.1 SureCells Brand Batteries
2.1.2 SureCells Brand Flashlights & Battery Plus Products
2.1.3 SchoolFuel(TM) Brand products
2.2. SURECELLS will be sub-licensed in North America for the products
described in 2.1 above.
2.3. The Company will retain the rights to the product lines for all
other territories under master licenses throughout the world.
2.4. The Company reserves the right to sell batteries, flashlight &
battery plus products through its own retail operations in Canada.
2.5. The Company reserves the right to source and sell wireless radio
batteries in Canada.
2.6. SureCells will hold the exclusive rights to import, distribute and
sell batteries for the fundraising market for any and all brands
licensed by the company, or Prime Battery Products Ltd.
3.0 Royalties and Commissions.
3.1. SURECELLS will pay the Company a 7% royalty on purchases of products
direct from suppliers as follows:
3.1.1. SURECELLS will deliver to the Company copies of all purchase
orders to suppliers when issued.
3.1.2. Royalty payments on purchase orders issued will be due on the
last business day of the following month received.
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4.0 Inventory.
4.1 Existing inventory (including in-transit inventory) of the Company
will made available to SURECELLS on the following basis:
4.1.1 The Company, at its sole discretion, will first determine what
inventory it wishes to reserve for current operations.
4.1.2 SURECELLS will be provided the one time opportunity to
determine which inventory it wishes to purchase.
4.1.3 SURECELLS will acquire inventory under Article 4.1 at the
Company's current landed cost plus 7%.
4.1.4 SURECELLS will pay for inventory acquired under Article 4.1 in
three installments 50% on August 01, 2004, 25% October 15,
2004 and 25% on December 15th, 2004.
4.2 SURECELLS will not rely on the Company for any financing whatsoever
for purchases directly from suppliers and for greater certainty will
arrange for sufficient funding to operate the Canadian business.
SURECELLS, and X.X. Xxxxxxxx & Sons Limited certify that are not under common
control and are not related parties to any of the Wireless Age Communications,
Inc. group of companies.
5.0 Accounts payable.
5.1 SureCells will not assume any outstanding accounts payable
associated with XX Xxxxxxxx or it's operating units. To allow an
unencumbered relationship with certain key suppliers, (see list in
appendix A), XX Xxxxxxxx will ensure outstanding payables are
settled to the satisfaction of all related parties in a timely
manner.
6.0 Operating Costs.
6.1 SureCells will not assume any staff or operating costs associated
with the former XX Xxxxxxxx Woodbridge facility.
7.0 Accounts Receivable Issues.
7.1 SURECELLS agrees to assume any accounts receivable related to the XX
Xxxxxxxx fundraising business unit from this day forward.
7.2 SureCells will purchase these receivables at book value.
8.0 Miscellaneous.
8.1 SURECELLS agrees purchase certain assets of XX Xxxxxxxx for the
value agreed on completion of this agreement. (See list in Appendix
A)
8.2 SureCells agrees to purchase the customer list, SureCells files and
any marketing materials, booths and displays for the agreed value on
completion of this agreement. (See list Appendix A)
9.0 Accounting System
9.1 The company shall provide accounting services to set up the
bookkeeping and financial system within QuickBooks to operate
SureCells' fundraising Business unit. SureCells will be responsible
for maintaining the records once the system is set up.
10.0 Notices.
All notices and other communications given or made pursuant to this Agreement
shall be in writing and shall be (i) sent by registered or certified mail,
return receipt requested, (ii) hand delivered, (iii) sent by electronic mail, or
(iv) sent by prepaid overnight carrier, with a record of receipt, to the parties
at the following addresses (or at such other addresses as shall be specified by
the parties by like notice):
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(i) if to the Company at: (ii) if to SURECELLS at:
00000 Xxxx Xxxxxx 0000 Xxxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxx X0X A3 Xxxxxxxxx, XX X0X 0X0
Attention: Xxxx X. Xxxxxxxx Attention Xxxxxxxx X. Xxxxxxx
Each notice or communication shall be deemed to have been given on the date
received.
11.0 Miscellaneous Provisions.
11.1 This Agreement contains the complete understanding of the parties
hereto and there are no understandings, representations, or
warranties of any kind, express or implied not specifically set
forth herein. This Agreement may be amended only be written
documents signed by duly authorized representatives of each of the
parties hereto.
11.2 This Agreement shall be governed, construed and interpreted in
accordance with the laws of the Province of Ontario.
11.3 This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original and all of which taken together
shall constitute a single agreement.
11.4 This Agreement shall be for the benefit of SURECELLS and the Company
and shall be binding upon the parties and their respective
successors and permitted assigns.
11.5 Every provision of this Agreement is intended to be severable. If
any term or provision hereof is illegal or invalid for any reasons
whatsoever, such term or provision shall be enforced to the maximum
extent permitted by law and, in any event, such illegality or
invalidity shall not affect the validity of the remainder of the
Agreement.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the
day and year first above written.
X.X. Xxxxxxxx & Sons division of Wireless Source Distribution Ltd.
Per:
____________________________________
____________________________________ Dated MM/DD/YYYY ________________________
SureCells Portable Power Ltd. (two signatures required)
Per:
____________________________________
____________________________________ Dated MM/DD/YYYY ________________________
SureCells Portable Power Ltd. (two signatures required)
Per:
____________________________________
____________________________________ Dated MM/DD/YYYY ________________________
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