EXHIBIT NO. 10(I)(B)
THIS AGREEMENT made this 12th day of May, 1992.
BETWEEN:
LA COMPAGNIE ULTRA CLAIR INC., legally incorporated
company having its place of business at 0000 xxx
Xxxxxxxx, Xxxxx, Xxxxxxxx xx Xxxxxx, X0X 0X0,
represented in due form by Xx. Xxx Xxxxxx, its duly
authorized representative. (hereinafter referred to
as "Ultra")
AND:
XXXXXXX XXXXX RESOURCES INC., a company incorporated
under the laws of the Province of British Columbia
and having its principle office at 38 - C 00000 00xx
Xxxxxx, Xxxxxxx, Xxxxxxxx xx Xxxxxxx Xxxxxxxx, X0X
0X0, and its registered and records office located at
X.X. Xxx 00000 - Xxxxxxx Xxxxxx, 0000 - 000 Xxxxxxxxx
Xxxxxx, in the City of Vancouver, in the Province of
Xxxxxxx Xxxxxxxx X0X 0X0 (hereinafter referred to as
"Licensee")
OF THE SECOND PART
WHEREAS: Ultra has invested time, effort and money in order to acquire
its particular experience, skill and know-how in the
manufacturing, implementing and operation of a special glass
cleaner and glass cleaning liquid distribution system
Ultra holds sole rights of ownership of certain brand names
and trademarks.
Ultra holds copyrights on the design and industrial drawings
for certain CONCEPTS and objects.
The Licensee wishes to promote the Ultra CONCEPT, brand names,
trademarks and products in the Provinces of British Columbia,
and Alberta, in Canada ("Licensee's TERRITORY").
Licensee wishes to undertake the creation of a network of
licensees within the Licensee's TERRITORY in accordance with
the terms and provisions of this Agreement.
NOW THEREFOR THIS AGREEMENT WITNESSETH that in consideration of the premises and
of the mutual covenants and agreements herein contained, and for other
considerations acknowledged by the parties to be of good and sufficient value,
the parties covenant and agree as follows:
1.0 DEFINITIONS
1. In the present Agreement, except where the text requires a different
interpretation, the parties agree that the following words will have
the meanings defined below:
a. "CONCEPT" means the whole procedures, methods,
information, standards, criteria, ways of planning,
management programs and designs which were
elaborated, conceived, created or developed or which
might, in the future, be elaborated, conceived,
created or developed by or for the parties to the
present with respect to the manufacture and
operation, identified or not under RESERVED RIGHTS,
for glass cleaning liquid using certain methods and
business secrets and having a special inside and
outside appearance, as well as equipment, interior
and exterior accessories, signs, products, services,
standards and specifications developed by or for the
parties to this Agreement.
b. "RESERVED RIGHTS" means all rights and interests of
any kind whatsoever in the designations, brand names
and trademarks and including and without restricting
the generality of the above, all and each of the
trademarks and/or works covered by copyrights and/or
registered or unregistered trademarks and/or works,
business secrets, and/or names, symbols, commercial
logos and/or slogans and, particularly but without
restricting the generality of the above, the
trademarks ULTRA CLEAR and ULTRA KLEEN which Ultra
developed and used and will continue to use or
control, even if it has not yet started using it.
1.1.3 TERRITORY see Appendix "A'`.
2.0 GRANT
2.1 Ultra hereby grants to the Licensee a licence and franchise to operate as a
vendor and distributor of Ultra's products which products are those as listed
and attached hereto as Appendix "B". Further, subject to the restrictions
contained within this Agreement, the Licensee shall be permitted to utilize
Ultra's CONCEPT and RESERVED RIGHTS including Trademarks, trade name, copyright
materials, confidential information on operating format, systems, techniques and
procedures as embodied in Ultra's operations and other manuals, merchandising,
advertising and training methods and materials, accounting and reporting forms
and procedures at or from facilities operated by the Licensee upon the terms and
conditions of this Agreement and any ancillary documents relating hereto and
incorporated herein by reference.
3.0 TERRITORIAL PROTECTION
3.1 So long as the Licensee is not in default of this Agreement, Ultra shall
not, during the term of this Agreement, own, operate itself or licence any other
licensees, or permit any of its affiliates to own or operate themselves or
licence any other licensees within the TERRITORY of the Licensee as detailed and
defined in Appendix `'A".
4.0 PERMISSION TO SUBLICENSE OR TO CREATE A NETWORK OF
SUBDISTRIBUTORS
4.1 Except as provided herein, the Licensee will not, without previous written
consent from Ultra, use, employ or allow the usage or utilization for purposes
related to the operation of its business, any other brand names or trademarks,
registered or unregistered, other than those specified by Ultra. Furthermore,
any use by the Licensee of Ultra's CONCEPT, or the RESERVED RIGHTS and
information transferred by Ultra may only be made in accordance with this
Agreement.
4.2 So long as the Licensee is not in default of this Agreement, the Licensee
may create and grant to third parties the right to use in part or in total any
element of Ultra's CONCEPT or any one or all of its RESERVED RIGHTS; PROVIDED
ALWAYS that such creation or grant has received the prior written approval of
Ultra, such approval not to be unreasonably withheld.
5.0 TERM AND RENEWAL
5.1 Initial Term: The parties agree that the initial term of the present
Agreement will be for FIVE (5) YEARS from the date of this Agreement.
5.2 Renewal Option: So long as the Licensee is not in default of the terms of
this Agreement, upon the Licensee delivering notice of its intention to renew,
at least THIRTY (30) DAYS prior to the expiration of this Agreement, this
Agreement shall be automatically renewed for an additional FIVE (5) YEAR TERM on
the same terms and conditions without further consideration.
6.0 FINANCIAL CONSIDERATION
6.1 The parties agree that the financial consideration in respect of the
acquisition and maintenance of this Agreement shall be as detailed in Appendix
"C".
7.0 TRADEMARKS
7.1 The Licensee acknowledges that the trademarks ULTRA CLEAR and ULTRA KLEEN
with or without pictures, are the exclusive property of Ultra who has sole
ownership, whether such trademarks be registered or unregistered with the
Trademark Registry Office.
7.2 Subject to the terms and conditions and rights granted to the Licensee in
this Agreement, Ultra may, at its sole discretion, dispose of its rights of
ownership and interest in the said CONCEPT and RESERVED RIGHTS upon providing to
the Licensee notice of its intention to do so at least NINETY (90) DAYS prior to
its disposal.
7.3 Subject to Ultra bearing the costs and agreeing to save harmless and
indemnify the Licensee in respect of its actions, Ultra may at any time, require
the Licensee to take action for the protection of Ultra's rights in respect of
its CONCEPT or RESERVED RIGHTS.
8.0 TRADEMARK PROTECTION
8.1 Ultra hereby represents and warrants to the Licensee that it owns and
controls the licensed use of the trademarks ULTRA CLEAR and ULTRA KLEEN with or
without pictures and any related trademarks adopted and used by Ultra or its
affiliates.
9.0 CONTESTATION OF RIGHTS
9.1 Except as herein contemplated and required for the enforcement of the terms
of this Agreement the Licensee agrees, for the term of this Agreement and after
its expiration or termination, not to contest, directly or indirectly, the
validity, the property, the right or interest of Ultra in each of all of its
RESERVED RIGHTS and CONCEPTS, registered and unregistered, patented or
nonpatented, procedures, methods, CONCEPTS, business secrets, techniques and
know-how which constitute in particular Ultra's CONCEPT and RESERVED RIGHTS; and
further the Licensee agrees not to dispute Ultra's exclusive right to register,
use and diffuse such rights described above as long as such actions by Ultra are
not in contravention of the terms and conditions, warranties and covenants as
contained in this Agreement.
10.0 NATURE OF GRANT
10.1 The licence granted hereby is a licence only, upon the terms and conditions
contained herein. Nothing herein shall give the Licensee any right, title or
interest in or to the said Trademarks, trade name, systems, methods of
operation, format CONCEPTS and RESERVED RIGHTS and the good will thereof. Upon
the expiration or termination of this Agreement for any reason, the Licensee
shall deliver and surrender up to Ultra each and all operations and other
manuals, advertising material, training materials, trademarks, and trade names,
and the Licensee shall not thereafter use any of the same, and the Licensee
hereby acknowledges and agrees that the ownership of all such items is and shall
at all times remain vested in Ultra and its affiliates.
11.0 REGISTERED USER
11.1 The Licensee covenants and agrees to execute, upon the request of Ultra,
the appropriate form of application for registration of the Licensee as a
Registered User of the RESERVED RIGHTS and Ultra agrees to cause the same to be
registered at the Canadian Trademarks Office and to provide the Licensee with
registration particulars; provided, however, that the Licensee, if requested by
Ultra, shall pay all filing fees required to be paid in order to achieve such
registration forthwith upon receipt of Ultra's invoice therefor.
12.0 ACTS IN DEROGATION OF ULTRA'S RIGHTS
12.1 The Licensee acknowledges, covenants and agrees that all good will and
ownership rights arising out of the use by the Licensee of the RESERVED RIGHTS
and CONCEPT, methods of operation, format and the good will thereof pursuant to
this Agreement and any adaptations thereof designated or approved by Ultra in
writing from time to time shall accrue solely to Ultra, and that now and
hereafter the Licensee shall assert no claim to any good will or ownership of
same by virtue of the licensed use thereof, nor will it dispute or impugn the
validity of same or the rights of Ultra thereto, or do or assist others to do or
permit any act or thing to be done in derogation of same.
12.2 The Licensee acknowledges that by reason of the unique nature of Ultra's
systems, methods of operation and format of the licensed business and Ultra's
aforesaid property rights and by reason of the Licensee Is knowledge of and
association with the licence business during the term hereof, the aforesaid
covenants, both during the term of this Agreement and thereafter, are reasonable
and commensurate for the protection of the legitimate business interests of
Ultra, its affiliates and its other licensees.
13.0 PRODUCT DEVELOPMENT
13.1 Ultra will provide to the Licensee the benefits of its continuing efforts
toward development and testing of new products for sale and new marketing and
merchandising techniques for use by the Licensee.
14.0 TRAINING
14.1 Ultra agrees that it is its intention to use its best efforts and abilities
to assist the Licensee in establishing and maintaining its business in
accordance with the granting of the license herein.
14.2 Ultra agrees to provide to the Licensee:
14.2.1 A written marketing plan and resource
manual;
14.2.2 Assistance to the Licensee in negotiating
with major oil companies;
14.2.3 A minimum of FOUR (4) VISITS per year at the
request of and convenience to the Licensee
with each visit contemplated to be not less
than TWO (2) FULL, WORKING DAYS in duration
and with the expense of those visits to be
borne by Ultra; and
14.2.4 Unlimited phone access and support to the
Licensee.
15.0 OPENING SUPERVISION AND CONTINUING PROMOTIONAL ASSISTANCE
15.1 Ultra agrees that to assist the Licensee in the establishment of the
business contemplated by the granting of this license it will provide to the
Licensee, at the expense of Ultra, a knowledgeable management personnel to
assist the Licensee in the establishment of its operation with this person to be
provided by Ultra at the expense of Ultra for a period of not less than ONE (1)
FULL WORKING WEEK on a one time occasion at the request of and the convenience
to the Licensee.
15.2 Ultra shall supply at its expense, as opening promotional materials, ONE
THOUSAND (1,000) `'Ultra Clear full colour brochures".
16.0 CONTINUING AVAILABILITY
16.1 Ultra shall continue to be available at all times, during normal business
hours, at the home office of Ultra for consultation and guidance of the Licensee
at no charge with respect to the operation and management of the licensed
TERRITORY.
17.0 CONSISTENCY OF STANDARDS
17.1 Ultra covenants to apply such high standards as it deems proper and to the
best of its ability in its selection of licensees, and of management personnel
for its company owned Ultra operations, and in its supervision of operations of
all Ultra licensees and operations in order to establish and maintain uniformly
high standards of operation, reputation and image among all Ultra licensees and
operations.
18.0 CONFIDENTIAL INFORMATION
18.1 The Licensee acknowledges that the materials, information, techniques,
procedures and methods now and hereafter provided and/or revealed to it pursuant
to this Agreement are revealed in strict confidence and the Licensee expressly
covenants and agrees to keep and respect the confidence so reposed. The Licensee
shall not use for any purpose inconsistent with this Agreement or revealed to
any person, firm or corporation, while this Agreement is in force or thereafter,
any such confidential information which the Licensee has acquired through or as
a result of its relationship with Ultra hereunder including, but without
limitation, the contents of the operations manual and other manuals of Ultra.
19.0 DEFAULT BY THE LICENSEE
19.1 Ultra may terminate this Agreement, prior to its expiration, and
notwithstanding the provisions of this Agreement, only on account of a material
breach of this Agreement by the Licensee. As used herein, the phrase MATERIAL
BREACH shall mean:
19.1.1 FAILURE to pay any sums of money due to
Ultra within the terms of credit extended by
Ultra to the Licensee for a period of TEN
(10) DAYS after written notice of such
default shall be delivered to the Licensee
by Ultra; or
19.1.2 Failure to comply with any other obligations
of the Licensee pursuant to this Agreement
for a period of THIRTY (30) DAYS after
written notice of such default shall be
delivered by Ultra to the Licensee;
provided, however, that if the nature of
such default shall be such that it cannot be
cured within the said thirty day period, the
Licensee shall immediately commence to cure
such default and shall continue to proceed
diligently to do so, the Licensee shall have
such additional and reasonable period of
time, not exceeding an additional SIXTY (60)
DAYS, as may be reasonably necessary to cure
such default.
19.1.3 In the event that the Licensee shall become
insolvent (as revealed by its books and
records or otherwise) or make an assignment
in bankruptcy or become subject to the
provisions of the Winding Up Act, the
Companies Creditor Arrangement Act, the
Bankruptcy Act, including, but without
limitation, if any composition, arrangement
or proposal under the bankruptcy law shall
be entered into or filed by or against it,
or if a petition into bankruptcy is filed
against the Licensee and is consented to or
not dismissed within TEN (10) DAYS, or if a
Receiver, Receiver Manager or Trustee in
Bankruptcy or similar officer, temporary or
permanent, shall be appointed to take charge
of its property; or if dissolution
proceedings shall be commenced by or against
the Licensee or if the Licensee shall go
into liquidation, either voluntarily or
under an order of a court of competent
jurisdiction, or if it shall make a general
assignment for the benefit of its creditors
or otherwise acknowledge its insolvency; or
if the Licensee shall sell or purport to
sell or transfer or otherwise lose
possession or its ownership or control of
all or a substantial part of its assets used
in the licensed business.
19.1.4 If the Licensee shall intentionally falsify
or misrepresent or misstate to Ultra its
gross sales or other financial statements,
reports or information required pursuant to
this Agreement.
20.0 REMEDIES
20.1 In the event of a MATERIAL BREACH of this Agreement:
20.1.1 Ultra may, at its election, bring such
action for injunctive or other similar
relief as may be necessary to compel the
Licensee to comply with its obligations
hereunder;
20.1.2 Ultra may at its election and without
waiving any claims for default or breach
hereunder and without prior notice to the
Licensee, take whatever steps it deems
necessary to cure any default or breach of
the Licensee hereunder or under any related
instrument or agreement, for the account of
and on behalf of the Licensee, and the
Licensee hereby irrevocably appoints Ultra
its attorney-in-fact so to do, and the cost
thereof to Ultra shall be due and payable
forthwith by the Licensee upon demand and
shall be deemed to be additional
remuneration owing to Ultra by the Licensee;
20.1.3 The rights and remedies of Ultra hereunder
are accumulative and no exercise or
enforcement by Ultra of any right or remedy
hereunder shall preclude the exercise or
enforcement by Ultra of any other right or
remedy hereunder or which Ultra is otherwise
entitled by law or equity to enforce.
21.0 LIQUIDATED DAMAGES
21.1 In the event of termination of this Agreement it is understood and agreed
between the parties that Ultra shall suffer damages if the Licensee does not
discontinue forthwith its use of the Ultra CONCEPT and RESERVED RIGHTS and that
in addition to any other remedy provided for hereunder or available to Ultra at
law or equity, Ultra shall have the right to claim and recover damages from the
Licensee for such failure to discontinue.
21.2 It is agreed by the parties that for each day subsequent to such
termination that the Licensee operates his business without having complied with
the aforesaid obligations to discontinue, the sum of ONE THOUSAND ($1,000.00)
DOLLARS per day shall be recoverable by Ultra from the Licensee as and for
liquidated damages in respect of such failure to discontinue.
21.3 Upon termination of this Agreement for whatever reason, Ultra may, if the
Licensee does not do so, execute in the Licensee's name and on its behalf, any
and all documents necessary in Ultra's judgment to end and cause the
discontinuance of the Licensee's use of Ultra's RESERVED RIGHTS and Ultra is
hereby irrevocably appointed and designated as the Licensee's attorney-in-fact
so to do.
22.0 OBLIGATION TO REPURCHASE
22.1 In the event of the expiration or termination of this Agreement for
whatever reason, Ultra shall be granted an option to purchase from the Licensee,
free and clear of any liens, charges or encumbrances not previously approved by
Ultra, all of the Licensee's supplies other than used, damaged or obsolete or
discontinued items at a fair market value.
22.2 And further, in the event of the expiration or termination of this
Agreement for whatever reason, Ultra shall be granted a right of first refusal
to purchase any or all of the Licensee's supplies and equipment.
22.3 And further, in the event of the expiration or termination of this
Agreement for whatever reason, and if the Licensee retains possession of the
windshield washer dispensing units, the Licensee shall continue to be obligated
to pay to Ultra the royalties on those units as may be in existence at the time
of such expiration or termination.
23.0 NON-COMPETITION
23.1 Except as expressly permitted by this Agreement or other written agreement
between Ultra and the Licensee, during the term of this Agreement and any
extensions or renewals hereof, the Licensee shall not:
23.1.1 Directly or indirectly, in any capacity whatsoever, either
alone or in relationship whatsoever to any person, firm,
corporation or other entity, as an employee, consultant,
principle, agent, member, partner, shareholder, director,
officer, guarantor, indemnitor, creditor, supplier, landlord,
sub-landlord, in any municipality in the provinces in which
the licensed location is located, compete with the business of
Ultra, its affiliates or licensees by the carrying on of
business, advice, or management of any other person, firm or
corporation engaged in or concerned with or interested in any
business featuring or offering for sale products or services
similar to the products and services featured and offered for
sale by Ultra or its licensees.
23.2 The covenants and provisions of this section shall survive the expiration
or sooner termination of this Agreement and any assignment, transfer or sale for
a period of THREE (3) YEARS and shall be applicable at the provinces within
which the Licensee operates.
23.3 The Licensee acknowledges that by reason of the unique nature and
considerable value of Ultra's name and the business reputation associated
therewith, and its systems, methods of operation and format of the business of
Ultra, and by reason of the Licensee's knowledge of and associate and experience
with the license business during the term hereof, the aforesaid covenants are
reasonable and commensurate for the protection of the legitimate business
interests of Ultra, its affiliates and its other licensees.
24.0 THE ENTIRE AGREEMENT
24.1 This Agreement sets forth the entire understanding between the parties and
contains all of the terms, provisos, covenants and conditions agreed upon by the
parties hereto with reference to the subject matter hereof.
24.2 No other agreements, oral or otherwise shall be deemed to exist or bind any
of the parties hereto, and all prior agreements and understandings are
superseded hereby.
24.3 This Agreement cannot be modified or change except by written instrument
signed by both the Licensee and Ultra.
24.4 The parties hereto covenant and agree to acknowledge, execute and deliver
all such other further documents, instruments or assurances and perform such
further acts or deeds as may be reasonably required from time to time in order
to carry out the terms of this Agreement in accordance with their true intent.
25.0 SEVERABILITY
25.1 In the event that any Section, Paragraph or Sub-Paragraph of this Agreement
or any portion thereof shall be held to be indefinite, invalid, illegal or
otherwise void, voidable or unenforceable, the same shall be severable and
severed from this Agreement, and the entire Agreement shall not fail on account
thereof, and the balance of the Agreement shall continue in full force and
effect.
25.2 If any provision of this Agreement conflicts with any present or future
statute, by-law, ordinance or regulation contrary to which the parties have no
legal right to contract, or if any provision of this Agreement (other than for
the payment of money) is deemed by any tribunal or Court of competent
jurisdiction to be unreasonable, the parties hereto agree that the provision of
this Agreement thus affected shall be curtailed and limited to the extent
necessary to bring it within the requirements of the law, or that the said
tribunal or Court may declare what modification of the said provision it would
deem reasonable in the circumstances, and that the said provision shall be
modified to the extent necessary to bring it within the requirements of such
declaration, and this Agreement shall be and remain valid and enforceable, and
the parties hereto agree to be bound by and perform the same, as thus modified.
26.0 CONSENT TO CONSTRUCTION AND JURISDICTION
26.1 This Agreement shall be deemed to have been made in the Province in which
the Licensed Location is located and shall be construed and interpreted
according to the laws of Canada and of that Province, which the parties hereby
choose to be the proper law of this Agreement, and the parties agree that the
Supreme Court of that Province or the Federal Court of Canada, as appropriate,
shall have jurisdiction to entertain any proceeding in respect of this
Agreement, and the Licensee and Ultra each hereby attorn to the jurisdiction of
the Courts of the said Province, as applicable, in respect of all matters
pertaining to this Agreement.
27.0 SURVIVAL OF COVENANTS
27.1 The terms, provisions, covenants, conditions and obligations contained in
or imposed by this Agreement which, by their terms, require their performance by
Licensee after the expiration or other termination of this Agreement, shall be
and remain enforceable notwithstanding said expiration or other termination of
this Agreement for any reason whatsoever.
28.0 MISCELLANEOUS
28.1 The Section and Paragraph headings contained herein are for convenience of
the parties only, and shall not for any purpose whatsoever be deemed a part of
this Agreement.
28.2 The words "Ultra", "affiliates" and "Licensee herein shall be applicable to
one or more parties, whether they be persons, firms or corporations, as the case
may be, and the singular shall include the plural, and the masculine shall
include the feminine and neuter, and vice versa; and if there shall be more than
one party or person, firm or corporation referred to as the Licensee hereunder,
then their obligations and liabilities shall be joint and several.
28.3 The work "affiliate" as used herein shall mean a corporation that is
affiliated with another corporation because one of them is the subsidiary of the
other, or both are subsidiaries of the same corporation, or each of them is
controlled by the same person.
28.4 This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, estates, executors, administrators,
legal personal representatives, successors and permitted assigns.
28.5 The Licensee agrees that it will not, on the grounds of the alleged
non-performance by Ultra of any of its obligations hereunder, withhold payment
of any amounts due to Ultra or its affiliates whether on account of goods
purchased by the Licensee, royalties, advertising fund contributions or
otherwise.
28.6 In accordance with the Power of Attorney Act applicable hereto, the
Licensee, and where the Licensee is two or more persons each such person, hereby
declares that the powers of attorney herein granted shall continue unrevoked and
may be exercised during any subsequent legal incapacity on the grantor's part.
The Licensee further hereby ratifies and confirms all actions taken by Ultra or
on its behalf under or in pursuance of the authority herein conferred upon it by
the granting herein of such powers of attorney.
28.7 The Licensee acknowledges that the success of the licensed business to be
established hereunder is dependent upon the personal efforts of the Licensee or
the Licensee's partners or officers, if the Licensee is a partnership or
corporation. The licensee acknowledges that neither Ultra nor any other party
has guaranteed to the Licensee or warranted that the Licensee will succeed in
the operation of the licensed business or provided any sales or income
projections of any kind to the Licensee, and the Licensee has not relied upon
any such guarantee, warranty or projection, whether express, implied, purported
or alleged, in entering into this Agreement.
28.8 Time shall be of the essence for all purposes of this
Agreement.
29.0 NOTICES
29.1 Any notices required or permitted to be given hereunder shall be in writing
and shall be deemed to have been given duly if delivered by hand or sent by
telegram or telex or fax or mailed by certified or registered mail, postage
prepaid, addressed to Ultra at: 0000 xxx Xxxxxxxx, Xxxxx, Xxxxxxxx xx Xxxxxx,
X0X 0X0; and to the Licensee at: 38 - C 00000 00xx Xxxxxx, Xxxxxxx, xx the
Province of British Xxxxxxxx, X0X 0X0; or to such other address as the
respective parties may in writing advise. Any such notice shall be deemed to
have been given and received, if delivered when delivered, if sent by telegram,
telex or fax, on the next business day following the sending thereof, and if
mailed, on the third (3rd) business day following the mailing thereof; provided,
however, that no notice shall be mailed or sent by telegram if at the date of
mailing or sending there is any labour dispute, strike or lockout affecting mail
or telegraph service in the geographic area in which the notice is intended to
be mailed, sent or received.
30.0 SUBMISSION OF AGREEMENT
30.1 The submission of this Agreement does not constitute an offer, and this
Agreement shall become effective only upon the execution thereof by Ultra and
the Licensee.
IN WITNESS WHEREOF ULTRA AND THE LICENSEE have caused this
Agreement to be executed on the day and year set forth below.
SIGNED, SEALED and DELIVERED )
in the presence of )
) LA COMPAGNIE ULTRA CLAIR, INC.
) PER:
As to the signature of the authorized ) ______________________________
signatory of La Compagnie Ultra Clair Inc. ) AUTHORIZED SIGNATORY
)
)
) XXXXXXX XXXXX RESOURCES, INC.
)
) PER:
)
----------------------------------- )
As to the signature of the authorized ) ______________________________
signatory of Xxxxxxx Xxxxx Resources Inc. ) AUTHORIZED SIGNATORY
