Exhibit 10.3
SALES COMMISSION AND CO-MARKETING AGREEMENT
THIS SALES COMMISSION AND CO-MARKETING AGREEMENT ("Agreement"), Is executed in
duplicate as of the 19th day of January, 2012 (the "Effective Date"), by and
between:
DSG TAG SYSTEMS, INC., a Nevada corporation with a registered office in the
Province of British Columbia, Canada with its offices situated at ▇▇▇-▇▇▇▇ ▇▇▇"
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, (HEREINAFTER REFERRED TO AS "DSG-TAG"),
AND:
E-Z-GO DIVISION OF TEXTRON INC., a Delaware corporation, with its E-Z-GO
Division having its principal offices at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ (HEREINAFTER REFERRED TO AS "E-Z-GO"),
Whereas, DSG-TAG has developed and owns a proprietary fleet management/asset
tracking system, specifically designed for golf and turf vehicle fleet
management (the "SYSTEM") and is engaged in the production, lease and sale of
Systems and other products related to the recreation industry (collectively, the
"DSG PRODUCTS") and is desirous of creating and having a sales, distribution and
service network for the DSG Products;
Whereas E-Z-GO is in the business of manufacturing and/or distributing golf
cars, utility vehicles and personal transportation vehicles under the E-Z-GO,
▇▇▇▇▇▇▇ and Bad Boy Buggies brand names (collectively the "E-Z-GO PRODUCTS") and
has an extensive network of dealers and distributors in North and South America,
Asia, Africa and Australia.
Whereas both DSG-TAG and E-Z-GO (hereinafter referred to as "THE PARTIES") have
a mutual Interest in assisting each other in promoting sales of their respective
products.
THEREFORE, it is agreed as follows between the parties:
APPOINTMENT OF TERRITORY: DSG-TAG hereby agrees to appoint E-Z-GO as its
non-exclusive sales representative for sales of the DSG Products within the
territory covering all of the countries in the continents of North America,
South America, Australia, Africa and Asia (east of Bangladesh). The territory so
described, or as it may be subsequently enlarged, reduced, or otherwise changed
in area or in scope in accordance with the terms hereof, is hereinafter referred
to as the "TERRITORY".
SALES OUTSIDE TERRITORY: If E-Z-GO generates sales from customers outside the
Territory these sales will be done on a non-exclusive basis; however they will
require the prior written consent of DSG-TAG. DSG-TAG shall not grant any other
person or entity the right to sell or distribute the DSG-TAG Product in the
named Territory. E-Z-GO also recognizes that DSG-TAG may have contractual
obligations to provide DSG Products to certain Golf Course management companies.
In such a case, DSG-TAG and E-Z-GO will negotiate in good faith whether such
sales or leases will be eligible for Commission.
TERM AND TERMINATION: The term of this Agreement shall be for five (5) years
(the "TERM"), subject to the terms and conditions of this Agreement. This
Agreement may only be renewed in a writing signed by the authorized signatories
of both Parties. Either party shall have the right, on six (6) months written
notice by certified or registered mail, to terminate this Agreement for
convenience. This Agreement may also be terminated for cause upon written notice
by certified or registered mail, which shall become effective thirty (30) days
after receipt, unless the terminated party cured the breach prior to the end of
the notice period. Upon the termination or expiration of this Agreement, E-Z-GO
shall cease its marketing activities for the DSG Products, provided, however,
that DSG-TAG shall be liable to pay Commission to E-Z-GO for all sales of DSG
Products prior to the termination cate for which DSG-TAG is liable to pay
Commission pursuant to this Agreement.
E-Z-GO DUTIES:
E-Z-GO shall use its reasonable best efforts to locate and communicate
diligently with potential EZ-GO Product customers about the DSG Products in the
Territory, shall promote in all reasonable and proper ways the sale or lease of
the DSG Products, and shall in all respects assist to advance DSG-TAG's
interests in the Territory.
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E-Z-GO will issue notifications, subject to technical verification of each DSG
Product, to all of its distributors and resellers in the Territory that DSG
Products are deemed to be officially approved accessories for E-Z-GO Products
and do not void or in any way affect applicable E-Z-GO Product warranties if
installed by a certified technician.
DSG-TAG DUTIES:
SALES COMMISSION -- From every sale, lease or transfer of DSG Product that is
installed on an EZ-GO Product in the Territory, DSG-TAG shall pay to E-Z-GO a
commission of US$ 50 / unit (the "Commission"). Not later than thirty (30) days
following the end of each calendar quarter during the Term of the Agreement,
DSG-TAG shall provide to E-Z-GO a sales commission report form, substantially in
the form set forth on Exhibit A (the "Sales Commission Report Form"), which
shall be signed and certified as accurate and complete by an officer of DSG-TAG.
E-Z-GO shall have fifteen (15) days from receipt of the Sales Commission Report
Form to review the Sales Commission Report Form and provide any comments to
DSG-TAG. DSG-TAG shall pay the Commission to E-Z-GO by wire transfer no later
than sixty (60) days following the end of the applicable quarter, provided that
if E-Z-GO has comments on the Sales Commission Report Form, DSG-TAG shall pay
all unchallenged Commissions within sixty (60) days following the end of the
applicable quarter and shall make such additional Commission payments as may
result from the Parties' review and discussion of the Sales Commission Report
Form. E-Z-GO shall have the right at any time during the Term of the Agreement
and for ninety (90) days following the termination or expiration of this
Agreement, to review all relevant DSG-TAG books and records to substantiate the
accuracy of the Sales Commission Report Form.
TRAINING - DSG-TAG shall at its own expense make available to E-Z-GO's employees
DSG Product training materials to assist E-Z-GO with the sales and marketing of
DSG Product.
LITERATURE - DSG-TAG shall make available and provide to E-Z-GO at DSG-TAG's
expense reasonable quantities of promotional and technical literature for the
DSG Products immediately as they are produced and become available by DSG-TAG
and provide ready artwork for printing and translation. DSG-TAG will forward
camera ready material so E-Z-GO can print copies of literature in the languages
required.
SERVICE -- DSG-TAG will provide all necessary warranty and service support for
the DSG Products in the Territory and the parties acknowledge that E-Z-GO shall
have no obligation to provide any warranty or service support for DSG Products,
E-Z-GO AS INDEPENDENT CONTRACTOR: E-Z-GO's personnel are not employees of
DSG-TAG, and have no authority to enter into any agreement or contract or to
make any promise, affirmation, description or representation on behalf of
DSG-TAG. E-Z-GO has no right or authority to create any obligation of any kind,
or to incur any liability whatever, on behalf of DSG-TAG. E-Z-GO shall function
as an independent contractor only, and shall not have any interest in common
with DSGTAG as part of any joint venture, syndicate or pool unless otherwise
agreed by the parties.
REPRESENTATION: E-Z-GO represents and warrants to DSG-TAG that E-Z-GO currently
does not and will not during the term of this Agreement and any renewal thereof,
directly or indirectly sell, deal in or otherwise exploit products, which are
competitive in the Territory with the DSG Products.
INDEMNIFICATION: DSG-TAG shall indemnify, defend and hold harmless E-Z-GO and
its affiliates and their respective employees, officers, directors, dealers and
distributors from and against all claims, damages, tosses, liabilities, costs
and expenses (including, but not limited to, reasonable attorneys' fees,
litigation costs and legal expenses) arising from or relating to the
installation, use, maintenance or repair of DSG Products.
APPLICABLE TAX, VENUE: This Agreement, and the rights and liabilities of the
parties hereto, shall in all respects be interpreted, enforced and governed by
and under and construed in accordance with the laws of British Columbia, Canada.
If at any time any question, dispute or difference whatsoever shall arise
between DSG-TAG and E-Z-GO upon, in relation to, or in connection with this
Agreement that cannot BE resolved through discussions between the senior
management of the Parties either DSG-TAG or E-Z-GO may give to the other notice
in writing of the existence of such question, dispute or difference, and the
same shall be referred to arbitration by a three person panel which arbitration
shall be held in accordance with the Rules of the International Chamber of
Commerce. The arbitration will be held in Charlotte, North Carolina, USA. Each
party shall appoint one member of the panel and the two so appointed shall
appoint the third member. Notwithstanding anything else to the contrary herein,
either party will always be entitled to address any court competent with respect
to the other party or the DSG Products in respect of obtaining either
provisional measures or interim relief and applications for attachments,
freezing orders, etc.
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NOTICES: All notices and other communications hereunder shall be made in
writing, and shall be deemed to have been given on the date of personal
delivery, facsimile transmission (with confirmation of receipt) or mailing if
delivered personally, sent by facsimile or mailed, air mail first-class postage
prepaid, to:
If to DSG-TAG, to:
DSG-TAG Systems Inc.
▇▇▇▇▇ ▇▇▇, ▇▇▇▇-- ▇▇▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇.▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
If to the E-Z-GO, to:
E-Z-GO
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
THIRD PARTY RIGHTS: The parties to this Agreement do not intend that any of its
terms will be enforceable by ANY person not a party to it.
ENTIRE AGREEMENT: This Agreement contains all the terms which the parties have
agreed in relation to the subject matter of this Agreement and supersedes any
prior written or oral agreements, representations or understandings between the
parties relating to such subject matter.
ASSIGNMENT: Neither this Agreement nor any rights granted hereunder may be
assigned In whole or in part by either party without the express written consent
of the other party, except that this Agreement may be assigned by E-Z-GO to any
Affiliate or any successor to all or substantially all of the business or assets
of E-Z-GO.
AMENDMENT: No amendment to this Agreement shall be valid unless signed by the
authorized signatories of both parties.
Executed as of the 19th day of January, 2012.
DSG-TAG SYSTEMS INC. E-Z-GO DIVISION OF TESTRON INC.
Signature: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. Signature: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------- --------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: C.E.O. Title: V.P> Golf Business
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Date: Jan 19 / 2012 Date: 1/19/12
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SCHEDULE A
COMMISSION SALES REPORT FORM
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DSG PRODUCT SALES COMISSION REPORT FORM
__ QUARTER - 201[ ]
Type of E-Z-GO # of
Customer Address Date of DSG Product Lease Term Units
Customer Name (Street, City, State, Country) Installation Product Installed On (Years) Installed
------------- ------------------------------ ------------ ------- ------------ ------- ---------
TOTAL # OF UNITS INSTALLED: _______
COMMISSION PAYABLE @ US$50 PER UNIT: $______
I hereby certify that the information set forth on this DSG Product Sales
Commission Report Form is a true, accurate and complete list of all DSG Products
solid in the territory during the period set forth above:
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SIGNATURE
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NAME AND TITLE
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DATE
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