EXHIBIT 10.9
Agreement Number: 1995-21-E
EduTECH
EduTECH
DEALER AGREEMENT
THIS AGREEMENT made this 1st day of JANUARY, 1995 between EduTECH
(the "Company") of Pittsburg, Kansas, United States of America,
incorporated and organized under the laws of the State of Kansas and LAB
TECHNOLOGIES (the "Dealer"). This agreement supersedes any agreement
previously entered into between Company and Dealer.
1. PRODUCTS
The term "Products" as used in this agreement includes those
items listed in the attached Exhibit A and such additions and deletions
as may be made by Company from time to time.
2. GRANT OF SELLING PRIVILEGE
Company hereby grants to Dealer the right to sell the Company's
products to public and private educational or training agencies or
institutions which are organized and operated for the primary purpose of
education, and which, as part of that purpose, engage or intend to engage
in training concepts within the trade territory specified in Exhibit B
(the "Territory"). Dealer will not resell the Company's products to any
other reseller. Dealer understands that this is not an exclusive right
to sell the Company's products in this Territory, unless otherwise
specified in Exhibit B.
3. UNAUTHORIZED SALES.
If Dealer makes a sale which is not within the scope of selling
privilege set forth in Article 2 above, such Dealer shall not be entitled
to any discount or commission thereon. Should such a sale or sales be
discovered by Company at any time, Company shall be entitled to a refund
or offset (of Company's choice) as to any such commission paid or
discount extended by Company, plus an administrative expense fee of
twenty-percent of the gross sales price of such unauthorized sale. In
addition to the foregoing, Company shall have the right to terminate such
Dealer's Dealer Agreement immediately upon written notice to such Dealer.
4. AGREEMENT TO SELL
Dealer hereby accepts the above right to sell the Products and
agrees to make all sales in accordance with this agreement. Dealer
further agrees to use best efforts to sell and promote the Products and
to provide trained personnel in reasonably sufficient number to
demonstrate the product and meet sales goals as established by Company
and Dealer.
5. NO AGENCY CREATED
It is agreed that this agreement does not constitute Dealer the
agent or legal representative of Company for any purpose whatsoever.
Dealer is not granted any right or authority to assume or to create any
obligation of responsibility, express or implied, on behalf of or in the
name of Company, or to bind Company in any manner or thing whatsoever.
A DEPCO, INC. Page 1
Company
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EduTECH
6. RENEWAL AND CANCELLATION
This agreement shall be in force through the final day of the
year 1994, commencing the date stated previously, and shall govern all
transactions and relations between the parties unless canceled or
terminated. Either party may cancel or terminate this agreement at any
time, with or without cause, by notice in writing, which termination
shall be effective thirty (30) days after receipt of such notice, which
shall be deemed received five (5) days after the same has been deposited
in the United States mail, postage prepaid, and sent certified mail.
It is understood that any bona fide customer order which may
have been taken by Dealer prior to receipt of notice of cancellation
shall not in any way be subject to Company's approval and acceptance, and
settlement shall be made on a basis agreeable to both Company and Dealer.
It is agreed that such cancellation or termination will not release
Dealer or Company from any obligation to make payment of any sum which
may be owed to the other at the time of such cancellation.
This agreement will automatically renew upon the expiration of
each one (1) year term for an additional twelve (12) months unless
otherwise canceled or terminated.
7. MERGER
No change, addition, or erasure of any portion of this
agreement (except the filling in of the blank lines) shall be valid or
binding upon either party unless specifically signed by an authorized
representative of each party hereto. This agreement supersedes all
previous agreements between the parties, whether written or oral, and
sets forth the entire agreement between them, and there are no other
agreements, written or oral, between the parties relating to the subject
mater hereof.
8. PRICES AND TERMS
The Dealer agrees to pay the Company Dealer prices, according
to the Dealer Price List. Schedule of Prices may be changed from time to
time by Company without prior notice.
Unless otherwise agreed to and upon satisfactory evidence of
creditworthiness, all sales on account shall be net thirty (30) days and
shall bear interest at the lesser of one and one-half percent (1 1/2%)
per month or the highest amount allowable by law. Dealer shall have the
sole responsibility for collecting, remitting, and accounting for any
applicable sales, use, or value added tax applicable to the resale of
Products by the Dealer.
9. ACCEPTANCE OF ORDERS
All orders or Products received from Dealer by Company are
subject to acceptance by Company and Company agrees that it will endeavor
to fill the accepted orders as promptly as practicable, subject, however,
to delays caused by Government, labor or material shortages, strikes,
fires or any other cause beyond Company's control. Dealer expressly
releases Company from liabilities for any loss or damage arising from the
failure of company to fill any orders of Dealer.
A DEPCO, INC. Page 2
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EduTECH
10. PLACE OF BUSINESS
Dealer agrees to maintain a place of business reasonably
satisfactory to Company and Company shall have the right at all
reasonable times during normal business hours to inspect Dealer's place
of business.
11. AGREEMENT NOT ASSIGNABLE
This agreement constitutes a personal agreement and Dealer may
not transfer or assign this agreement or any right or duty hereunder
without Company's consent.
12. NO IMPLIED WAIVERS
The failure of either party at any time to require performance
by the other party of any provision hereof shall in no way affect the
full right to require such performance at any time thereafter, nor shall
the waiver by either party of a breach of any provision hereof be taken
or held to be a waiver of any succeeding breach of such provision, or as
a waiver of the provision itself.
13. GOVERNING LAW AND JUDICIAL PROCEEDINGS
The provisions of this Agreement, in substance, meaning and
procedure, shall be governed by the laws of the State of Kansas. Any
judicial proceeding by or against either party with respect to this
Agreement (including nonpayment) shall be brought in any state or federal
court of competent jurisdiction located within the State of Kansas, and,
by execution of this Agreement. Dealer accepts the exclusive
jurisdiction of such courts and agrees to be bound by any judgment or
order rendered thereby in connection with this Agreement, whether in law
or equity. Dealer expressly waives any defense Dealer may have based on
lack of personal jurisdiction. Dealer also expressly waives personal
service of process and consents to service of process by certified mail,
return receipt requested. Dealer waives trial by jury in any judicial
proceeding brought by either party to this Agreement involving directly
or indirectly, any matter in any way arising out of, related to, or
connected with this Agreement.
14. CHANGES AND UPDATES TO PRODUCTS OR DESIGN
Company reserves the right to change the design of any Product
or part thereof at any time without notice to Dealer. If any such change
is made, there will be no obligation on Company to make such changes upon
any products shipped upon the orders of Dealer, nor shall Company be
obligated to make a similar change on any Product or parts previously
shipped to Dealer, or to instal or furnish any other or different parts
than were thereon when shipment was made.
A DEPCO, INC. Page 3
Company
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EduTECH
15. DISCLOSURE OF CONFIDENTIAL INFORMATION
Dealer recognizes that during the course of the Dealer
Agreement, Dealer may have access to certain confidential information,
trade secrets, and other proprietary information which are valuable,
special and unique assets of the Company. Dealer will not disclose such
information or any part thereof to any person, firm, corporation,
partnership, association or any other entity, whatsoever. In the event
of a breach or threatened breach by Dealer, the Company shall be entitled
to an injunction restraining the Dealer from disclosing, in whole or in
part, such information or from rendering any services to any person,
firm, corporation, partnership, association or other entity to whom such
information in whole or in part, has been disclosed or is threatened to
be disclosed. Nothing herein shall be construed as prohibiting the
Company from pursuing any other remedies available to the Company for
such breach or threatened breach including the recovery of damages from
the Dealer.
16. WARRANTY
Company warrants its Products to be free from defects in
materials and workmanship under normal use for a period of one year from
the date of receipt, unless specified differently. The Company is not
liable for any other products and equipment, which are not Products of
the Company.
17. AUTHORITY TO MAKE AGREEMENT
This agreement is not valid or binding until and unless
executed by the President or duly authorized executive officer of Dealer
and Company.
DEALER: Lab Technologies COMPANY: EduTECH (A DEPCO, Inc.
Company)
Xxxx Xxxxxx Xxxxxx Xxxx
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(Print Name) (Print Name)
Owner Vice President/General Manager
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(Print Title) (Print Title)
1/30/95 3-24-95
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(Date) (Date)
/s/ XXXX XXXXXX /s/ XXXXXX XXXX
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(Signature) (Signature)
A DEPCO, INC. Page 4
Company
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EduTECH
Agreement Number: 1995-21-E
Exhibit A
Dealer Agreement
PRODUCTS (Aldus Specific)
"Explorations in Pagemaker"
PRODUCTS (Autodesk Specific)
"Explorations in 3D-Studio" 1
"Explorations in Animation"
"Explorations in Animator Pro"
"Explorations in AutoCAD" 1
"Explorations in AutoCAD" 2
"Explorations in Autosketch"
PRODUCTS (Eshed Specific)
"Explorations in Robotics"
PRODUCTS (Light Machines Specific)
"Explorations in Engraving"
CAD/CAM Lathe 1 Activity Guide
CAD/CAM Mill 1 & 2 Activity Guides
CNC Lathe Acrylic Chess Set Project
CNC Lathe Screwdriver Project
CNC Mill Cube 1 Project
CNC Mill Projects
PRODUCTS (EduTECH Specific)
Building Construction TLU
CNC Engraving TLU
Digital Music (MIDI) TLU
Flight Simulator TLU
Flight Trainer TLU
Graphic Design TLU
Laser Applications TLU
Manual Drafting TLU
Multimedia TLU
Residential Plumbing TLU
Residential Wiring TLU
SchedulTECH
TLU (Technology Learning Unit)
Products listed above are developed by DEPCO, Inc.
A DEPCO, INC.
Company
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000-000-0000 * FAX 000-000-0000
EduTECH
Contract Number: 1995-21-E
Exhibit B
Dealer Agreement
TERRITORY
Arizona . . . . . . . . . . .Right to sell All Products
Colorado. . . . . . . . . . .Right to sell All Products
Idaho . . . . . . . . . . . .Right to sell All Products
Montana . . . . . . . . . . .Right to sell All Products
New Mexico. . . . . . . . . .Right to sell All Products
Utah. . . . . . . . . . . . .Right to sell All Products
Wyoming . . . . . . . . . . .Right to sell All Products
A DEPCO, INC.
Company
0000 Xxxx 0xx Xxxxxx * XX Xxx 000 * Xxxxxxxxx, Xxxxxx 00000 *
000-000-0000 * FAX 000-000-0000
