Exhibit 10.3
DISTRIBUTION AGREEMENT
This Agreement is made as of the 15th day of July 2005.
Between:
M.A. TURBO/ENGINE LTD. a British Columbia company with offices at
0000-0000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0
(herein called "MATurbo")
Of the First Part
And:
RIVAL TECHNOLOGIES INC., a British Columbia company with offices at
#000-000 Xxxx Xxxxx, Xxxx Xxxxxxxxx, XX, Xxxxxx X0X 0X0
(herein called the "Rival")
Of the Second Part
WHEREAS:
a) MATurbo has designed and tested a continuous water injection
technology for application in the marine/shipping industry (herein
called "CWI Marine");
b) MATurbo has agreed to appoint Rival as its agent for the purpose of
marketing and distributing CWI Marine on a worldwide basis, on the
terms and conditions hereinafter contained.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of ten dollars
($10) paid to MATurbo, plus the representations, warranties, covenants and
agreements herein (the receipt and sufficiency of which is hereby acknowledged
by each of the parties), the parties agree as follows:
1. Distribution Rights
1.1 MATurbo hereby grants to Rival the exclusive right to market, sell and
distribute CWI Marine, in Europe and non-European countries bordering the
Mediterranean Sea, for the term of this Agreement, subject to the terms set
forth herein. The exceptions to this exclusive right will be Sweden, Norway,
Holland and Denmark, which will fall under paragraph 1.2 below.
1.2 MATurbo hereby grants to Rival the non-exclusive right to market, sell
and distribute CWI Marine, worldwide, for the term of this Agreement, subject
to the terms set forth herein.
1.3 Rival has the right to appoint sub-distributors or marketing agents as
it sees fit in its sole discretion, provided any sub-distributors or marketing
agents must agree to be bound by and adhere to Rival's obligations contained
herein. MATurbo agrees not to circumvent Rival in regard to dealings with
sub-distributors, marketing agents or customers procured by Rival, or in any
way attempt to deal directly with them without the knowledge and consent of
Rival.
1.4 Upon receiving an order for CWI Marine, Rival will pay to M.A.Turbo
twenty percent (20%) of the gross project cost, allowing M.A.Turbo to make
required adjustments to general system design, to purchase and ship system
components, and travel costs.
2. Profit Sharing
2.1 Rival shall pay to MATurbo fifty percent (50%) of Net Profit received
from sales of CWI Marine, payable within thirty (30) days of the end of each
calendar quarter on monies received by Rival. For the purpose of this clause
"Net Profit" means gross sales revenue from customers or arms length
sub-distributors/agents, less the following costs: parts, wages, travel,
accommodation and design work relating to installation.
3. Term and Termination
3.1 The term of this Agreement commences on the date set out at the top of
the first page hereof and continues for a period of five (5) years. Rival
shall have the right to extend the term by an additional five (5) years if
sales exceed the minimum sales numbers set forth in paragraph 3.2 below. The
parties may extend the term by mutual consent in writing.
3.2 M.A. Turbo has the right to terminate this Agreement if Rival fails to
sell a minimum US$50,000 of CWI Marine during the first year of the term, and
minimum US$75,000 during each of the succeeding four years of the term.
4. Right of First Refusal
4.1 M. A. Turbo hereby grants to Rival a right of first refusal to purchase
CWI Marine during the term of this agreement. The right of first refusal must
be exercised within 45 days of M.A.Turbo receiving a bona fide arms length
written offer to purchase CWI Marine. The terms of purchase will be the same
as made by in the written offer to purchase.
5. General
5.1 This Agreement shall not be amended or waived, in whole or in part,
except by written amendment signed by the parties hereto.
5.2 Each of the parties acknowledges and confirms that it has been provided
sufficient opportunity to obtain the recommended independent legal advice and
understands the terms of, and its rights and obligations under this Agreement.
5.3 This Agreement shall be construed and governed by the laws of the
Province of British Columbia, Canada.
5.4 The headings to the articles, paragraphs, parts or clauses of this
Agreement and the table of contents are inserted for convenience only and
shall not affect the construction hereof.
5.5 The parties hereto acknowledge that they have carefully read this
Agreement and understand and agree to be bound by all of the terms and
conditions found herein.
5.6 This Agreement replaces the Marketing Agreement between the parties
dated July 16, 2003, which is hereby terminated.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
SIGNED, SEALED AND DELIVERED by )
M.A. TURBO/ENGINE LTD. )
in the presence of: )
) C/S
/s/ )
_________________________________
Authorized Representative
SIGNED, SEALED AND DELIVERED by )
RIVAL TECHNOLOGIES INC. )
in the presence of: )
) C/S
/s/ Xxxxx Xxxxxx )
_________________________________
Authorized Representative
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