Exhibit 10.3
Xxxxx International Enterprises Inc.
0000-00000 Xxxxxxxxx Xxx, Xxxxxxxx, X.X., Xxxxxx X0X 0X0
DISTRIBUTION AGREEMENT
It is intended that Xxxxx International Enterprises Inc., a body corporate, duly
incorporated under the laws of the Province of British Columbia ("Xxxxx") be
granted the right to manufacture and distribute certain products under licence
from Xxxx Xxxxxx.
1. Basic Relationship: Sjcala is hereby granted the right to manufacture and
distribute for sale under licence from Xxxx Xxxxxx subject to the terms and
conditions of this Agreement certain products as follows:
KS CD
("the Product")
Xxxx Xxxxxx warrants to Xxxxx that the Product is an original work and is in no
way whatever a violation of any existing copyright; that it contains no unlawful
materials; that all statements contained therein purporting to be facts are
true; and that it has full power to make this Agreement.
2. Confidential Information: Xxxx Xxxxxx agrees that all documents, trade
secrets and confidential information including customer lists relating
to the sale of the Product ("the Confidential Information") are the
sole and absolute property of Xxxxx. Xxxx Xxxxxx acknowledges and
agrees that the disclosure of the Confidential Information to
competitors of Xxxxx or any person or company that intends to solicit
business from customers of Xxxxx would cause injury and harm to the
Xxxxx. Xxxx Xxxxxx agrees to indemnify and hold harmless Xxxxx from and
0against:
(a) any and all damage or loss suffered or resulting from the wrongful
disclosure by Aster Interactice of the Confidential Information to
third parties or by Xxxx Xxxxxx utilizing the Confidential Information
for its own purposes;
(b) any costs or expenses incurred by Xxxxx to recover the Confidential
Information and in obtaining an injunction against Xxxx Xxxxxx to
prevent the disclosure of the Confidential Information and any and all
actions, suits, proceedings, demands, assessments, judgments, costs and
legal and other expenses incidental to any of the foregoing.
3. Royalties: In consideration of Xxxx Xxxxxx granting a licence to Xxxxx
to manufacture and distribute for sale the Product, the Company agrees
to pay you the following royalties to Xxxx Xxxxxx, for the Product:
(a) For the first 1,500 units manufactured, $3.00 (U.S.) each;
initials
(b) For the next 50,000 units manufactured, $0.90 (U.S.) each;
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(c) For 50,001 to 100,000 units, $0.60 (U.S.) each;
(d) For 100,000+ units, $0.25 (U.S.) each.
It is anticipated that the Product will be manufactured in lots of 3,000 to
5,000 units per run.
4. Payment of Royalties: An advance on royalties of $3,000.00 (U.S.) shall be
paid by Xxxxx to Xxxx Xxxxxx upon delivery of a complete masterunit of the
Product in its final form to Xxxxx sufficient to enable Xxxxx to manufacture
duplicate units. All production of units of the Product must be reported to Xxxx
Xxxxxx and payment made within 90 days.
5. Replication as per schedule: Replication of the CD-ROM's shall be allowed
only on receipt of an original schedule which mentions quantities allowed to
replicate and the payment terms. This schedule must be signed by Xx. Xxxx
Xxxxxx.
6. Expenses: Xxxxx acknowledges and agrees that it shall not contract any debts
or obligations in Xxxx Xxxxxx'x name or in any way binding upon Xxxx Xxxxxx
without prior written authorization.
7. Confidentiality: Xxxxx shall treat as confidential and appropriately
safeguard both during the term of this Agreement and thereafter Xxxx Xxxxxx'x
proprietary information which are received at any time from Xxxx Xxxxxx for the
purpose of this Agreement. Proprietary information includes written, printed,
graphic or electronically recorded materials furnished by the Xxxx Xxxxxx for
Xxxxx to use.
8. Written Notices: Any and all written notices required hereafter, shall either
be handdelivered with a written receipt of an authorized representative of Xxxxx
obtained on a copy thereof, or they shall be sent by certified or registered
mail to: Xxxxx International Enterprises Inc., 0000-00000 Xxxxxxxxx Xxx,
Xxxxxxxx, X.X. X0X 0X0.
9. Effective Date: This Agreement shall not become effective until it is signed
by both parties. There are no understandings, representations or agreements
outside of the terms of this Agreement and this Agreement shall not be modified,
except in writing.
10. Dispute Resolution: In the event that a dispute arises between the parties
hereto as to any matter relating to this Agreement, unless otherwise mutually
agreed, the matter shall be settled by arbitration to be held at the City of
Vancouver, Province of British Columbia in accordance with the provisions of the
Commercial Arbitration Act of the Province of British Columbia and the award
rendered by such arbitrator(s) shall not be subject to appeal and may be entered
in any court having jurisdiction thereof.
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11. Miscellaneous:
(a) The parties hereto covenant and agree that each of them shall and will
upon reasonable request of the other party make, do, execute, or cause
to be made, done or executed, all such further -or other lawful acts,
deeds, things, devices and assurances whatsoever for the better of or
more perfect and absolute performance of the terns and conditions of
this Agreement.
(b) If, at any time during the continuance of this Agreeinent, the parties
hereto shall deem it necessary or expedient to make any alternation to
this Agreement, they may do so by means of a written agreement between
them which shall be supplemental hereto and form part hereof.
(c) The provisions herein constitute the entire agreement between the
parties and supersedes all previous expectations, understandings,
communications, representations and agreements whether verbal or
written between the parties with respect to the subject matter hereof
(d) If any provision of this Agreement is unenforceable or invalid for any
reason whatever, such unenforceability or invalidity shall not affect
the enforceability or validity of the remaining provisions of this
Agreement and such provision shall be severable from the remainder of
this Agreement.
(e) This agreement shall entire to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators,
successors and assigns.
12. Applicable Law: This Agreement shall be governed by the laws of the
Province of British Columbia.
We hereby agree to the terms of this Agreement: Date:
May 19th, 2001
XXXX XXXXXX
/s/ Xxxx Xxxxxx
------------------------
Authorized Signatory
Date: May , 2001
XXXXX INTERNATIONAL ENTERPRISES INC.
/s/ Xxxxxx Xxxxxxxxxxxxx
------------------------------
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DISTRIBUTION AGREEMENT AMENDMENT
With reference to the distribution/licensing agreement between Xxxxx
International Enterprises Inc. and Xx. Xxxx Xxxxxx dated May 19, 2001 (attached
to the Appendix) wherein Xxxxx had been granted the right to manufacture and
distribute certain products under license from Xxxx Xxxxxx.
Keeping all the terms of the agreement dated May 19`2001 the same, Xxxx Xxxxxx
permits Xxxxx to assign the agreement in toto to Kamasutracd Ltd. a British
Columbia corporation or a company of Xxxxx'x choice with immediate effect.
We hereby agree to the terms of the this Amendment to the Agreement dated May
19, 2001.
Xxxx Xxxxxx
/s/ Xxxx Xxxxxx
--------------------------- Dated: February 21, 2002
(Authorized Signatory)
Xxxxx International Enterprises Inc.
/s/ Xxxxxx Xxxxxxxxxxxxx Dated: February 21, 2002
---------------------------
(Authorized Signatory)
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