SERVICE AGREEMENT Amendment No. 2
Amendment
No. 2
THIS
SERVICE AGREEMENT
is made
effective the 15th
day of
November, 2005.
BETWEEN:
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(hereinafter
called “TORA”)
AND:
LA
Embroidery Inc.
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(hereinafter
called “LA”)
WHEREAS:
| 1. |
TORA
is in the business of Internet marketing of custom embroidery,
contract
embroidery, monogramming, digitizing and other
services.
|
| 2. |
LA
wishes to increase its market exposure by offering its products
and
services via the Internet.
|
| 3. |
TORA
considers it to be in the best interest to enter into a service
agreement
with LA for fulfillment services to enable TORA to market custom
embroidery services on the
Internet.
|
| 4. |
TORA
and LA previously entered into a Service Agreement on October 20,
2003,
and an amended agreement on November 15, 2004 which this Service
Agreement
amends and supersedes.
|
| 1 |
NOW
THEREFORE THIS AGREEMENT WITNESS THAT the parties mutually agree
as
follows:ENGAGEMENT
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Subject
to the terms and conditions hereof, TORA hereby enters into a service agreement
with LA for fulfillment services.
Both
parties obligations under this agreement shall commence on the day (the
“Effective Date”) following the day both parties execute this
Agreement.
| 2 |
TERMS
OF AGREEMENT
|
| 2.1 |
LA
has received USD $5,000 (Five Thousand US Dollars) from TORA and
250,000
(Two Hundred and Fifty Thousand) shares of TORA's common
stock.
|
| 2.2 |
TORA
will receive the non-exclusive right to market LA's custom embroidery
services via the Internet.
|
| 2.3 |
TORA
commits to ordering on a cumulative basis a minimum of LA's products
and
services under the following terms:
|
By
December 31, 2005 an amount of USD $12,000
By
December 31, 2006 an amount of USD $25,000
By
December 31, 2007 an amount of USD $50,000
| 2.4 |
LA
commits to providing full fulfillment services to TORA such that
TORA may
operate as an Internet only provider.
|
| 2.5 |
LA
commits to providing TORA with wholesale pricing from the LA's
vendors and
internal employees plus 15%. TORA has the right to request price
audits
from time to time to confirm LA's wholesale
pricing.
|
| 2.6 |
When
TORA has fulfilled its commitments in 2.3 above LA will provide
TORA with
wholesale pricing until the termination of this
agreement.
|
| 3 |
RELATIONSHIP
OF THE PARTIES
|
| 3.1 |
This
Agreement and the rights or benefits arising thereunder are assignable
by
either party.
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| 4 |
NOTICES
|
| 4.1 |
Any
notice, direction or other instrument required or permitted to
be given
under the provisions of the Agreement will be in writing and may
be given
by delivery of the same or by mailing the same by prepaid, registered
or
certified mail, in each case addressed as
follows:
|
|
If
to TORA at:
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If
to LA at:
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| 4.2 |
Any
notice, direction or other instrument aforesaid, if delivered,
will be
deemed to have been given and received on the day it was delivered,
and if
mailed, will be deemed to have been given and received on the fifth
business day following the day of mailing except in the event of
disruption of the postal service in which event notice will be
deemed to
be received only when actually received and, if sent by fax or
other
similar form of electronic communication, be deemed to have given
or
received on the day it was so sent.
|
| 4.3 |
Any
party at any time given to the other notice in writing of any change
of
address of the party giving such notice and from and after the
giving of
such notice the address or addresses therein will be deemed to
be the
address of such party for the purposes of giving notice hereunder.
|
| 5 |
FURTHER
ASSURANCES
|
| 5.1 |
Each
party will at any time from time to time, upon request of the other,
execute and deliver such further documents and do such further
acts and
things as such other party may reasonably request in order to evidence,
carry our and give full effect to the terms, conditions, intent
and
meaning of this Agreement.
|
| 5.2 |
This
Agreement constitutes the entire Agreement between the parties
and
supersedes any prior or contemporaneous agreements, oral or written.
This
Agreement is amendable by either party in writing upon signed acceptance
by both parties.
|
| 5.3 |
TORA
and LA agree to binding arbitration via an Arbitration Council
selected by
TORA if required for settlement of any disputes arising
herein.
|
| 6 |
EXPIRATION
|
| 6.1 |
This
Agreement expires on December 31, 2008 unless terminated earlier
subject
to termination clause 7.1 below.
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| 7 |
TERMINATION
|
| 1.1 |
Either
party may terminate this Agreement with 30 days notice if the terms
of
this Agreement defined hereabove are breeched. A termination notice
must
be provided in writing under the terms of the the notice provision
defined
hereabove.
|
| 2 |
ENUREMENT
|
| 2.1 |
This
Agreement shall enure to the benefit of and be binding on the parties
to
this Agreement and their respective successors and permitted
assigns.
|
| 3 |
GOVERNING
LAW
|
| 3.1 |
This
Agreement shall be governed by and construed in accordance of the
laws of
the province of British Columbia, Canada, and the parties hereby
irrevocably attorn to the courts of such
province.
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IN
WITNESS WHEREOF the parties have executed this Agreement by their duly
authorized signatories as the day and year first above
written.
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Tora
Technologies, Inc.
Per:
/s/
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LA
Embroidery Inc.
Per:
/s/
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