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Exhibit 10.34
EXCLUSIVE AGENT LICENCE AGREEMENT
This agreement ("Agreement") dated this 4th day of April, 1997 by and
between The Tracker Corporation of America with offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (hereinafter called "Tracker")
and Executive Trading Ltd., with offices at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ (hereinafter called "Executive") do hereby resolve and agree to the
following:
1) For the term of this Agreement, Tracker appoints Executive as its
exclusive sales agent and agrees to make available its full line of
products and services. Tracker will not knowingly sell any of its
products and services to any other person or entity in Executive's
exclusive territory of Germany, Switzerland and Austria (hereinafter
called "Territory"), provided that Executive is not in default of any
material term or covenant as further defined in Paragraph 13 herein.
2) Tracker agrees to sell to Executive and Executive agrees to purchase a
combination of Tracker INSIGNIAS (at point of manufacture) and/or
Tracker Labels printed in German in strings of varying lengths for a fee
of $0.25 per unit as outlined in Schedule A. Tracker will sell
Executive an annual renewal for its customers on a per number basis for
$0.25 per year. Tracker agrees to provide a numbered licence sequence to
fulfill each Executive sales contract or purchase order. Tracker agrees
to provide Executive with 150,000 labels upon execution of this
Agreement at no cost to Executive. Tracker agrees to provide as soon as
possible a toll-free 800 customer service number answered in German for
Executive's activating customers. Executive agrees to produce all
collateral and label carrier marketing materials to support the sale of
Tracker INSIGNIAS and Labels in the Territory.
3) As consideration for Tracker granting Executive the exclusivity for the
Territory, Executive agrees to pay a one-time exclusivity ("Fee") to
Tracker of U.S. $500,000.00. This Fee is payable as follows:
Six (6) months from date of this Agreement, 90 day grace
period U.S. $50,000
On the first anniversary date of this Agreement, 60 day
grace period U.S. $50,000
On each subsequent anniversary date of this Agreement U.S. $50,000
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4) Executive agrees to help Tracker arrange to register both the name
"Tracker" and the Tracker "Logo" in the Territory. This registration is
to be the property of Tracker. Executive will have the authorized use of
the Tracker name and logo in the Territory as long as Executive is the
exclusive sales agent for the Territory. All costs relating to
registering will be borne by Tracker.
5) Executive will use its best efforts to promote the sale of Tracker
Labels and the Tracker INSIGNIA at point of manufacture and through
service industries.
6) Executive may produce the Tracker INSIGNIA on its own label provided the
specifications of the label meet Tracker standards or Executive may
arrange for manufacturers to laser etch the Tracker INSIGNIA directly on
the product. All labels supplied by Tracker will be written in German
with a toll-free 800 customer service number answered in German,
including the 150,000 free labels mentioned in Paragraph 2.
7) Tracker will notify Executive on all leads and inquiries concerning the
Territory.
8) a. Tracker will supply and install ten (10) recovery scanning
stations at strategic lost and found locations in the Territory at
no charge. The selection of the scanning locations will be
determined by Executive.
b. The parties agree that Executive will help in establishing German
based fulfillment and processing centers ("Fulfillment Center") to
be owned by Tracker.
c. Tracker will supply technical assistance to Executive upon request
particularly related to the integration of the Tracker INSIGNIA or
as part of the Executive Label production process.
9) TERM
The Term of this Agreement is for ten (10) years and Executive shall
have the exclusive option to renew for an additional ten (10) years
under the same terms and conditions. Executive shall provide ninety
(90) days written notice prior to the expiration of the initial term to
renew Agreement.
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10) ACCOUNTING
Tracker and Executive shall maintain accurate records and accounts of
all transactions pertaining to this Agreement. Each party agrees to
provide information pertaining to this Agreement upon the request of
the other party.
11) NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
In consideration for Tracker entering into this Agreement, Executive
agrees that the following items used in Tracker's business are secret,
confidential, unique, and valuable, were developed by Tracker at great
cost and over a long period of time, and disclosure of any of the items
to anyone other than Tracker's officers, agents, or authorized
employees will cause Tracker irreparable injury.
a. Non public financial information, accounting information,
plans of operation, possible mergers or acquisitions prior to the
public announcement;
b. Customer lists, call lists, and other confidential
customer data;
c. Memoranda, notes, records concerning the technical
processes conducted by Tracker;
d. Sketches, plans, drawings and other confidential research
and development data.
Neither party shall disclose or otherwise reveal to any third party
without the express written consent of the other party the specific
terms or existence of this Agreement, except where required by law.
12) INDEMNIFICATION
a. Tracker shall indemnify and hold Executive harmless, from and
against any and all claims, losses, liabilities, expenses, and
damages, joint or several (including any and all
investigative, legal and other expenses reasonably incurred in
connection with, and any amount paid in settlement of, any
action, suit or proceeding or any claim asserted) to which
Executive may become a party as a result of its association
with Tracker or it's affiliates with respect to its
obligations herein, except for any adjudicated negligence or
willful wrongdoing on the part of Executive in respect
thereto.
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b. Executive shall indemnify and hold Tracker harmless, from and
against any and all claims, losses, liabilities, expenses, and
damages, joint or several (including any and all
investigative, legal and other expenses reasonably incurred in
connection with, and any amount paid in settlement of, any
action, suit or proceeding or any claim asserted) to which
Tracker may become a party as a result of its association with
Executive or it's affiliates with respect to its obligations
herein, except for any adjudicated negligence or willful
wrongdoing on the part of Tracker in respect thereto.
13) SEVERABILITY
The provisions of this Agreement shall be deemed severable and the
invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof. Should
Executive be in default of this Agreement, it shall have 30 days from
date of written notice to correct the default, otherwise Tracker may
terminate this Agreement without further notice.
14) ASSIGNABILITY
This Agreement may be assigned by any of the parties without the prior
written consent of the other as long as the terms of this Agreement are
not violated.
15) ENTIRE AGREEMENT
This Agreement sets forth the entire Agreement between the parties
hereto and may be amended or modified at any time and in any manner,
but only by an instrument in writing executed by the parties hereto.
16) CONTROLLING LAW
The validity, interpretation and performance of this Agreement shall be
controlled by and construed under the laws of the Province of Ontario,
Country of Canada.
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17) MUTUAL COOPERATION
The parties hereby agree to cooperate with each other to achieve the
purpose of this Agreement and shall execute each other and further
documents and take such other and further actions as may be necessary
or convenient to effect the transactions described herein.
18) All Funds are U.S. dollars.
PER: /S/ ▇▇▇▇ ▇▇▇▇▇▇ DATE: APRIL 4, 1997
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THE TRACKER CORPORATION
PER: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ DATE: APRIL 4, 1997
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EXECUTIVE TRADING LTD.
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SCHEDULE A
MINIMUM PURCHASE REQUIREMENTS AND TERMS AND CONDITIONS TO MAINTAIN EXCLUSIVITY:
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Terms:
Order paid by irrevocable letter of credit or wire transfer Drawn on
sight upon shipment of tape cassette friendly to Client laser equipment
or receipt of Tracker Kit inventory
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Price List:
Tracker Kit Labels US $/unit
8 labels $2.00
24 labels $6.00
Annual Renewal per number per year $0.25
Tracker "Insignia"/Label $0.25
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Timing and quantity of Minimum order requirements:
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Exclusivity MINIMUM LABELS @ $0.25
Fee INSIGNIA AND RENEWALS
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Year 1 $50K 0
Year 2 $50K 500,000
Year 3 $50K 1,000,000
Year 4 $50K 1,500,000
Year 5 $50K 1,500,000
Year 6 $50K 2,000,000
Year 7 $50K 2,000,000
Year 8 $50K 2,500,000
Year 9 $50K 2,500,000
Year 10 $50K 2,500,000
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$500K 16,000,000
4 MILLION DOLLARS
IF ACTUAL LABEL, INSIGNIA AND RENEWAL PURCHASES EXCEED THE MINIMUM PURCHASE
REQUIREMENT IN ANY YEAR, THEN EXECUTIVE SHALL RECEIVE A $0.02 DISCOUNT PER
LABEL, INSIGNIA AND RENEWAL ON THE AMOUNTS PURCHASED EXCEEDING THE MINIMUM
PURCHASE REQUIREMENT IN THAT YEAR.
