INTERNATIONAL LICENSE AND DISTRIBUTION AGREEMENT
(Manufacturing Rights)
This License and Distribution Agreement (this "Agreement") is entered into
as of October 31, 2002 (the "Effective Date") by and between Lizard Edutainment
Pty Ltd., of Locked Xxx 00, Xxxxxxx XXX 0000 Xxxxxxxxx (Lizard) an Australian
Company and Star E Media Corporation of 00000 Xxxxxxx Xxxx, Xxxx Xxxxxx
Xxxxxxxxxx 00000 USA.(the "Distributor").
WHEREAS, Lizard is engaged in the business of developing, licensing and
publishing computer software programs, including the Products (as hereinafter
defined);
WHEREAS, the Distributor is engaged in the business of selling and
marketing good in the Territory (as hereinafter defined), including products
similar or related to the Products; and
WHEREAS, Lizard and the Distributor wish to enter into an agreement
pursuant to which the Distributor will manufacture, sell and distribute the
Products as the Distributor for the sale of Products in the Channels (as
hereinafter defined) and within the Territory.
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. DEFINITIONS.
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1.1 "Channels" shall mean the channels of distribution identified on
Schedule One attached hereto.
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1.2 "Guaranteed License Fees" shall mean the license fees payable to
Lizard under Section 4 of this Agreement according to the time schedule set
forth on Schedule One.
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1.3 "Per Unit License Fees" shall mean the individual Product license fees
of the respective Products, which are payable to Lizard under Section 4 of this
Agreement and identified on Schedule One.
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1.4 "Product" or "Products" shall mean those computer software products of
Lizard further defined and listed on Schedule One attached hereto.
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1.5 "Territory" shall mean the geographic areas described on Schedule One
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attached hereto.
1.6 "Approved Manufacturer" shall mean Distributor or any manufacturer
identified in Section 2.5 below.
1.7 "Agent" means the person or body set out in Schedule One attached
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hereto.
2. DISTRIBUTORSHIP RIGHTS.
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2.1 Rights Granted to Distributor. Subject to the terms and conditions of
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this Agreement, Lizard hereby grants to the distributor the non-transferable
Exclusive right as set out on Schedule One to manufacture, market and
distribute the Products during the Term (as hereinafter defined) in the Channels
and within the Territory, only for delivery in such Channels and Territory.
2.2 Full Versions and Documentation. Each Product distributed by
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Distributor under this Agreement shall be the full version of such Product as
delivered to Distributor or as approved by Lizard , and shall include a complete
copy of the Product's original documentation (if any) and the end-user license
agreement.
2.3 Support. Distributor will provide technical support for the Products
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to its end-users at the same level that it currently provides to the retail
channel and retail end-users.
2.4 Expenses. Distributor will bear all costs and expenses of
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manufacturing, marketing and distributing the Products.
2.5 Approved Manufacturer. Distributor may only manufacture Products using
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an Approved Manufacturer, which shall be pre-approved in writing by Lizard.
2.6 Localization Costs. All localization costs in respect of the Products
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set out on Schedule One are borne by Distributor.
3. COPYRIGHT AND TRADEMARK NOTICES AND TITLE.
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3.1 License to Trademarks. Lizard hereby grants to Distributor the
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non-exclusive, non-transferable right to use the names of the Products listed on
Schedule One and/or "LIZARD ," trademarks in connection with the marketing and
distribution of the Products for the term of this Agreement according to
Lizard's standard policies. Any sale of a Product shall include the copyright,
trademark and other proprietary rights notices as are contained on the masters
of such Product (including the documentation) or as may be specified from time
to time by Lizard.
3.2 Title to Products. Lizard shall retain all right, title and interest
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in and to the Products and the Localized Products, including the copyrights to
the Products.
4. LICENSE FEES.
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Distributor shall pay Lizard the non-refundable license fee(s) and
quarterly royalty payments set forth on Schedule One of this Agreement according
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to the terms set forth on Schedule One.
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5. UNDERTAKINGS OF THE PARTIES.
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5.1 Marketing of the Products. The Distributor shall exert its best
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efforts to promote the sale of the Products in the Channel and within the
Territory and to develop a market demand for the same in the Territory.
5.2 Conduct of Business. Distributor shall conduct its business in a
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manner that will reflect favorable at all times on the Products and the good
name, goodwill and reputation of Lizard and shall avoid deceptive, misleading or
unethical practices or advertisements that are or might be detrimental to Lizard
, the Products or the public. Distributor shall not publish or employ or
cooperate in the publication or employment of any misleading or deceptive
advertising materials.
5.3 Compliance with Laws. Distributor will comply with the laws and
regulations of all applicable local, state and federal jurisdictions, including,
but not limited to, all state and federal laws and regulations governing product
warranties.
5.4 Sales Materials. Lizard agrees to provide the Distributor, at no cost
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to the Distributor, such sales materials with respect to Products as Lizard
generally makes available to its distributors and sales representatives,
including technical specifications, prices, drawings, advertisements and
samples, and the Distributor may reproduce such materials as reasonably
required, provided that all copyright, trademark and other property markings are
reproduced. Such materials remain the property of Lizard and, except insofar s
they are distributed by the Distributor in the course of its performance of its
duties under this Agreement, must be promptly returned to Lizard upon the
expiration or termination of this Agreement without charge to Lizard.
5.5 Support. Lizard 's only obligation to provide technical support shall
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be to Distributor directly and not to any third party and shall be limited to
routing telephone inquiries. Distributor shall list its technical support number
on the box, manual or other location for its end users, not Lizard's technical
support number.
5.6 Materials
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(a) Unless otherwise agreed in writing, Upon Distributor's signature on
this Agreement Lizard will deliver to Distributor the Product Source codes
together with such information and documentation as Distributor may reasonably
require in order for it to manufacture and/or distribute and localize Products
pursuant to the provisions of this Agreement.
(b) Distributor shall reimburse Lizard for Lizard 's actual cost (including
shipping) of duplicating, media, and (if necessary) making approved revisions to
any reproducible artwork for the Products licensed to Distributor under this
Agreement.
(c) Distributor shall submit to Lizard , all proposed artwork, packaging,
user manuals, advertising, promotional, localized products and other materials
relating to the Products before said materials may be reproduced by Distributor.
Before it distributes any Products, which it has manufactured or packaged, and
from time to time as reasonably requested by Lizard, Distributor shall submit to
Lizard samples of each licensed Product bearing the Trademarks. As soon as
practicable, but in no event later than fifteen (15) business days of its
receipt of each such submission, Lizard shall provide in writing to Distributor
either its approval of the submitted materials or the reasons for disapproval.
Absent said approval, said materials shall be deemed disapproved. Lizard shall
have the right to require, at its discretion, the correction or deletion of any
misleading, false, or objectionable material in such advertising or promotional
materials. Distributor agrees that it will not ship the Products without full
approval from Lizard.
(d) The Products shall include the materials, including reasonable pro-
motional materials, registration cards and authorized manuals prescribed by
Lizard and the Program owners. Lizard shall have the right to approve content of
all materials which are included in the Products reproduced and distributed by
Distributor. Further, Distributor shall include a Lizard approved end user
license agreement with the Products. The outside package copy for the package,
which contains the Product shall include the phrase "The use of this product is
subject to the terms of the license agreement contained in this package."
(e) The Licensee will supply to the Licensor prior to the sale of the
products free of charge not more than (20) samples of each Products released for
sale and upon the Licensor's written request, will supply at the lowest
prevailing wholesale price less fifteen percent (15%) such further quantities of
each product as the Licensor and Licensee may mutually agree, no such agreement
to be unreasonably withheld. The samples may not be offered for re-sale and may
be identified accordingly.
6. CONFIDENTIALITY OF INFORMATION AND MATERIALS.
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The Distributor shall hold in strict confidence and shall not disclose
to others or use, either before or after termination or expiration of
this Agreement, the terms of this Agreement (except as provided in Section
12(a) relating to assignment of this Agreement), any technical or business
information, manufacturing technique, process, experimental work, trade secret
or other confidential matter relating to the Products, except to the extent
disclosure is reasonably required in connection with the Distributor's marketing
activities in the Territory. The Distributor shall, upon request (and upon
termination or expiration of this Agreement without request), deliver to Lizard
any and all drawings, notes, documents and materials received from Lizard,
without charge to Lizard. The Distributor will provide to Lizard a written copy
of its security procedures as they relate to the protection of Lizards
Intellectual Property Rights.
7. REPRESENTATIONS AND WARRANTIES
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7.1 Lizard. Lizard represents and warrants that (i) Lizard owns all
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necessary rights or has obtained the necessary rights to the Products; (ii) each
Product will perform according to its documentation, and (iii) Lizard has the
full power and authority to enter into this Agreement.
EXCEPT AS SET FORTH IN THIS SECTION, LIZARD MAKES NO REPRESENTATION OR
WARRANTY WITH RESPECT TO ANY PRODUCT OR THE RELATED DOCUMENTATION AND TO THE
EXTENT PERMITTED UNDER APPLICABLE LAW THE PRODUCTS ARE DELIVERED "AS IS." THE
WARRANTY STATED HEREIN IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SUCH WARRANTY
CONSTITUTES THE ONLY WARRANTY MADE BY LEZARD WITH RESPECT TO THIS AGREEMENT OR
THE PRODUCTS, ARTICLES, MATERIALS, REPLACEMENT PARTS OR SERVICES TO BE SUPPLIED
HEREBY
7.2 Distributor. Distributor represents and warrants that Distributor has
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full power and authority to enter into this Agreement and that it will comply
with all applicable laws in manufacturing, marketing and distributing the
Products.
8. INDEMNIFICATION
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8.1 Lizard Indemnity.
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(a) Lizard shall indemnify, defend, and hold Distributor harmless from and
against all claims, suits, demand, actions and proceedings, judgments,
penalties, damages, costs and expenses (including reasonable legal fees and
costs), losses or liabilities ("Damages") arising out of a claim that (i) a
Product constitutes an infringement of any copyright, trademark or any other
intellectual property right held by a third party, and (ii) any Damages incurred
by Distributor resulting from a breach by Lizard of any representation, warranty
or other provision of this Agreement, and Lizard will pay the costs and damages
finally awarded in any suit or proceeding.
(b) Lizard shall not be obligated to defend or be liable for costs and/or
damages under this Section 8 if the alleged infringement arises out of or is in
any manner attributable to any modification of any Product by Distributor (or
any of Distributor's resellers).
(c) If any intellectual property claim which Lizard is obligated to defend
has occurred, or in Lizard 's opinion is likely to occur, Distributor agrees to
permit Lizard , at Lizard 's option and expense, either to procure for
Distributor (or its resellers) the right to continue using the subject Product
or to replace or modify such Product so that it becomes non-infringing.
8.2 Distributor Indemnity. Distributor shall indemnify and hold Lizard
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harmless from and against all Damages which may arise or result (a) from the
marketing or distribution by Distributor of the Product, (b) from any Damages
incurred by Lizard as a result of any sale of any Product outside of the
Territory, and (c) from any Damages incurred by Lizard resulting from a breach
by Distributor of any representation, warranty or other provision of this
Agreement.
8.3 Claims. With respect to any claims falling within the scope of the
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foregoing indemnifications: (a) each party agrees to notify the other promptly
of and keep the other fully advised with respect to such claims and the progress
of any suits in which the other party is not participating; (b) Lizard shall
have the right to assume, at its expense, the defense of a claim or suit made or
filed against Distributor; and (c) if Lizard does not represent Distributor in
any claim or suit, Lizard shall pay Distributor's legal costs and expenses in
defense of such a claim. distributor shall not settle such claim or suit without
the prior written approval of Lizard , which approval will not be unreasonably
withheld or delayed.
8.4 NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS,
LOSS OF DATA OR ANY COLLATERAL, INCIDENTAL, SPECIAL, PUNITIVE, LIQUIDATED OR
CONSEQUENTIAL DAMAGES OF ANY KIND.
9. TERM OF AGREEMENT.
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9.1 This Agreement shall continue in effect until the date set forth on
Schedule One hereto (the "Term").
9.2 This Agreement may be renewed for additional one (1) year periods upon
the written consent of both parties. Upon such renewal, Distributor shall pay to
Lizard an additional mutually agreed upon non-refundable license fee. At any
time during the renewal term Lizard may terminate this Agreement upon 30 days
written notice. In such an event, Lizard shall refund to Distributor the amount
of the unused license fee that has been paid to Lizard and all of Distributors
rights hereunder shall immediately terminate subject to Section 10.2.
10. TERMINATION
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10.1 Termination for Cause. Either party may terminate this Agreement,
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for cause as follows:
(a) Bankruptcy. Either party may immediately terminate this Agreement
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upon written notice to the other party in the event that proceedings in
bankruptcy or insolvency are instituted by or against the other party, or a
receiver is appointed, or if any substantial part of the assets of the other
party is the object of attachment, sequestration or other type of comparable
proceeding, and such proceeding is not vacated or terminated within sixty (60)
days after its commencement or institution.
(b) Material Breach. Either party may terminate this Agreement if one
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party commits a material breach of any of the terms or provisions of this
Agreement and does not cure such breach within thirty (30) days after receipt or
written notice given by the other party.
(c) Late Payment. Lizard may terminate this Agreement without notice or
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cure period if any of the payments due to Lizard under this Agreement are not
made on or before the date due. In such event the parties specifically
acknowledge that the entire license fee shall immediately become due and payable
and any legal fees and other costs incurred by Lizard in collecting such amount
shall be paid by Distributor.
10.2 Rights Upon Termination. Upon termination of this Agreement, by
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expiration of the Term or otherwise, all further rights and obligations of the
parties shall cease, except that the parties shall not be relieved of (i) their
respective obligations to pay any moneys due or which become due as of or
subsequent to the date of termination, and (ii) any other respective obligations
under this Agreement which specifically survive or are to be performed after the
date of termination. Upon expiration of this Agreement, for the period set forth
on Schedule One. hereto, if any, Distributor shall have the rights to sell off
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any inventory of Product manufactured and completely built before the expiration
date. Except as otherwise expressly provided in this section, no consideration
or indemnity shall be payable to the Distributor either for loss of profit,
goodwill, creation of clientele or other like or unlike items, nor for
advertising costs, costs of samples or supplies, termination of employees,
employees' salaries and other like or unlike items.
10.3 Survival of Terms. Sections 2.4, 3.2, 4, 5, 6, 7, 8, 10.2 and 13 of
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this Agreement shall survive any termination of this Agreement.
11. BOOKKEEPING OBLIGATIONS AND INSPECTION RIGHTS.
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Distributor shall maintain true and complete books of account at its
principle place of business containing an accurate record of all date necessary
for the proper computation of payments hereunder, and Lizard shall have the
right to examine such books at all reasonable times (but not more than twice in
each calendar year) for the purpose of verifying the accuracy of the reports and
computation rendered by Distributor. Upon reasonable advance notice, such
examination shall be made during normal business hours at the principle place of
business of Distributor. If such examination reveals that reports furnished by
Distributor were inaccurate by more than five percent (5%) and that amounts in
excess of those paid to Lizard are due, the cost of such examination shall be
borne by Distributor and Distributor shall pay the amount of any discrepancy to
Lizard , plus interest at the rate of ten percent (10%) per year or part thereof
on any deficiencies.
12. ASSIGNMENT; TERMINATION UPON CHANGE IN CONTROL.
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(a) (i) Neither this Agreement nor the rights or obligations
hereunder may be assigned by either party without the prior written consent of
the other party, which consent shall not be unreasonably withheld; provided
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however, subject to this Section 12, this Agreement may be assigned by either
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party to an affiliate of such party, or upon the merger of the party or the sale
of such party's business, all without the consent of the other party, upon
providing notice to the other party.
(ii) A change in ownership or control of Lizard shall be deemed
to be an assignment of this Agreement, resulting in an automatic assignment of
Lizard 's rights to receive payments under this Agreement and the right of
enforcement to a third party without notice to distributor. Upon Lizard 's
assignment of this Agreement following a change in ownership or control of
Lizard , the assignee shall be obligated to fulfill all rights and obligations
of Lizard set forth in this Agreement. The assignee shall not modify the terms
of this Agreement without the prior written consent of Distributor.
(iii) A change in ownership or control of Distributor shall be deemed to be an
assignment of this Agreement. For purposes of this Section 12, "a change in
ownership or control" shall mean a merger, or a sale or transfer of shares
(other than under the laws of inheritance, will or similar instrument) which
entitles a new holder (other than a family member or trust, the beneficiaries of
which are or were a family member of the transferor) to voting rights in excess
of fifty percent (50%) of any class of Distributor's outstanding voting
securities or interests.
(b) In the event of a change of ownership or control of Distributor,
Lizard may at its option terminate this Agreement upon 30 days written notice to
Distributor. In such an event, Lizard shall pay distributor a termination fee
equal to the amount of the unused license fee that has been paid to Lizard and
all of Distributors rights hereunder shall immediately terminate subject to
Section 10.2. Except for such payment by Lizard to Distributor, neither party
shall be liable to the other for any amounts of any kind.
13. MISCELLANEOUS.
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13.1 Entire Agreement. This Agreement contains the entire
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understanding of the parties hereto relating to the Products, supersedes any
prior written or oral agreement or understandings between the parties with
respect to the Products, and cannot be changed or terminated orally. This
Agreement may be amended only by a writing signed by the parties hereto.
13.2 Enforceability. The invalidity or unenforceability of any
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provision of this Agreement will not affect the validity or enforceability of
any other provision of this Agreement.
13.3 Successors. All rights and obligations arising out of this
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Agreement shall inure the benefit of, and be binding on and enforceable by the
parties and their respective successors and permitted assigns.
13.4 Currency. All dollar amounts herein are expressed in United
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States funds.
13.5 Governing Law. This Agreement and its validity, construction
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and performance shall be governed in all respects by the internal laws of the
Xxxxx xx Xxx Xxxxx Xxxxx Xxxxxxxxx.
13.6 Notices. All notices or other communications required or
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permitted to be given pursuant to this Agreement shall be in writing and shall
be considered as properly given or made (a) when received, if hand delivered,
sent by facsimile transmission (the receipt of which is confirmed) or sent by
express overnight courier service, or (b) two (2) business days after deposit in
the mail if mailed by first class mail, postage prepaid:
If to Lizard, to: If to Distributor, to:
Lizard Edutainment Pty Ltd Star E Media Corporation
Attention: Xxxxx Xxxxxx Attention:
Locked Xxx 00 0000 Xxxxxxx Xxxx
Xxxxxxx XXX 0000 Xxxxxxxxx Lake Forest
Facsimile 00-0-0000-0000 Xxxxxxxxxx 00000 XXX
Facsimile: (000) 000-0000
or to such other address as any such party may have designated by like notice
forwarded to the other party hereto.
13.7 Loss of rights. In the event that Lizard 's rights to any
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Products expire, are terminated at any time, or Lizard ascertains that it does
not have sufficient rights in any of the Products (or any part of such Product)
in order to sublicense to Distributor hereunder, any rights granted to
Distributor under this Agreement with respect to such Product(s) shall be
terminated as of such date and Lizard and Distributor shall mutually agree upon
a reasonable substitute Product(s) of equal value. Lizard shall not be liable to
Distributor for any loss or liability in connection with said termination or
loss of rights under this section.
13.8 Independent Contractors. The parties hereto are independent
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contractors and neither party is an employee, agent, partner or joint venturer
of the other. Neither party shall have the right to bind the other party,
whether directly or indirectly, to any agreement with a third party or to incur
any obligation or liability on behalf of such other party, whether directly or
indirectly.
13.9 Affiliates. The rights granted to Lizard under this Agreement
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shall be deemed to include all affiliates of Lizard.
13.10 Press Releases. Distributor shall not make any public
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announcement or issue any press release relating to this Agreement or the
services to be provided in connection therewith without the prior written
consent of Lizard.
13.11 New product rights. Distributor shall have first option to the
distribution rights for all new products created by Lizard, provided that such
option is exercised within 30 days of the availability of the new products.
13.12 Legal Costs Each party shall bear its own legal and other
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costs and expenses relating directly or indirectly to the preparation of, and
performance of its obligations under this agreement.
13.13 Force Majeure. If either party to this agreement is unable
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is partially or totally unable to fulfill one or more of its obligations under
this Agreement as a result of acts or occurrences beyond its control such as,
but not limited to, acts of God or a public enemy, riots delays by any common
carrier, fire or any other natural disaster, war strikes, government acts or
decree, the party involved will be totally or partially relieved from fulfilling
its obligations during the period of the force majeure, provided that the party
involved notifies the other party of the circumstances as soon as is reasonably
possible. However if any such suspension exceeds six (6) consecutive months, the
licensor or the licensee may terminate this agreement upon ten (10) days notice,
unless the suspension is lifted within the said ten (10) days.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
signed under seal as of the Effective Date set forth above.
LIZARD EDUTAINMENT PTY LTD STAR E MEDIA CORPORATION
By: /s/ Xxxxx X. Xxxxxx By: /s/ E.G. Xxxxxxxxx
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(signature) (signature)
XXXXX X. XXXXXX E.G. XXXXXXXXX
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(print name) (print name)
Title: CHIEF EXECUTIVE Title: PRESIDENT
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MANAGING DIRECTOR
SCHEDULE ONE
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1. The Territory:
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United States of America for English language.
World Rights for Spanish language
World Rights for Arabic language.
2. Exclusivity:
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Distributor shall have the exclusive right to distribute the Product into
all channels within the Territory set forth above.
3. Limitation of Rights:
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Distributor shall have no rights to market or sell any Products (i) over
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the internet (except for advertising and taking of orders on Distributors
world wide web page, or (ii) in connection with any on-line service, or by
any other electronic means now known or hereinafter developed. distributor
must sell and market the Products on a unit basis and is not permitted to
sell any Products in the form of a limited or unlimited sub-license
relationship without the prior written consent of Lizard , in Lizard 's
sole discretion. Distributor shall only have those rights that are
expressly granted to Distributor under this Agreement and all other rights
are expressly reserved by Lizard . distributor will not distribute any
Products as premium give-aways or bundles, without the prior written
consent of Lizard.
4 The Product(s):
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eVac-U8! From Windy Towers Full Product
eVac-U8! From Windy Towers Mini Product
eVac-U8! From Windy Towers School Version
Ratbags at Windy Towers - Full product
Ratbags at Windy Towers - Mini Product
Ratbags at Windy Towers School Version
5. The License Fees:
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(a) Guaranteed License Fee. Notwithstanding any other provisions in this
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Agreement, Distributor shall pay to Lizard the following non-refundable,
irrevocable, non-transferable license fee in the amount of US$100,000, payable
in five installments of US$20,000 on the signing of the agreement, or at such
timing as become suitable to both parties, but on the understanding that all
advance royalty payments shall be executed no later than April 30th 2003. (the
"Guaranteed License Fee:). Upon signing of this Agreement on shipment by Lizard
of the masters the Distributor shall be authorized to duplicate and distribute
up to 500,000 units of Product. Additional copies are to be pre-approved in
writing by Lizard.
(b) The Per Unit License Fees. A per unit license fee of 20% of net sales
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revenues or US$0.75cents whichever is greater. ("Per Unit License Fees") shall
be applied against the Guaranteed License Fee with respect to each unit of
Product manufactured by Distributor during the quarter ending on such date. A
lower royalty rate may be applicable for alternative markets, subject to prior
written agreement from Lizard.
(c) Minimum Sales Quota: Year one: 200,000 units, Year two 300,000 units,
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Year three 350,000 units, Year four 400,000 units, Year five 450,000 units.
(d) Quarterly Reconciliation. To the extent that the cumulative Per Unit
License Fees with respect to the number of units of Products manufactured by
Distributor during a particular quarter exceeds the applicable Guaranteed
License Fee for such quarter, Distributor shall reconcile and pay to Lizard the
difference (if any) within thirty days of each quarter end.
6. Reports:
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Each month Distributor shall provide Lizard with a reasonably detailed
report showing sales, the number of copies of the Product reproduced by
Distributor (including, its agents) by SKU and version and the number of
licenses used for the preceding month.
7. Term:
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Three Years (3) from the Effective Date, with an option for yearly renewal
8. Manufacturing Rights:
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Three years (3) from the Effective Date with an option for yearly renewal.
9. Sell-Off Rights:
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Six (6) months from the date of termination or expiration, except for
termination by Lizard with cause in which case no sell-off right shall
accrue to Distributor.
10. Agent
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ESP International Ltd of Xxxxx 000, 0000 XX 00xx Xxxxxx, Xxxxx Xxxxxxx Xx
00000 XXX. Telephone (000) 000 0000, Fax (000) 000 0000
