EXHIBIT 10.14
XXXXXXXXXX GRAPHICS, INC.
000 XXXXX XX.
XXXXXX XXXX, X.X. 00000
Xx. Xxxx Xxx
Workable Co., Ltd.
Xxxx 0, 0/X., Xxx Xxxx Xxx. Xxxxxxxx
00 Xxx Xxxxx Xxxxxx
Xxxx Xxx, Xxxx Xxxx
Xx. Xxxxx Xxxxxxxx
Roda Print Concepts Limited
00-00 Xxxxxxxx Xxxxx
Xxxxxx, XX00 0XX
Xxxxxxx
Gentlemen:
The purpose of this letter is to outline the terms of a proposed Joint
Marketing and Technology License Agreement ("Joint Marketing Agreement") by and
among Xxxxxxxxxx Graphics, Inc. ("Xxxxxxxxxx"), Roda Print Concepts Limited
("Roda") and Workable Co., Ltd. ("Workable", and together with Xxxxxxxxxx and
Roda, each a "Party" and collectively, the "Parties"). Pending the negotiation
and execution of a more formal agreement the Parties intend to conduct their
joint activities within the framework of this letter.
Each of the Parties is engaged in the business of printing time-sensitive
research reports and other materials for international investment banking and
investment research firms and other financial institutions. Each of the Parties
presently performs work for customers which have operations in the markets
served by the other Parties. In some of such cases, the customers are utilizing
the services of firms other than the Parties to this letter agreement. A
principal objective of the Joint Marketing Agreement will be the promotion of
cross-selling arrangements among the Parties.
A second objective of the Joint Marketing Agreement will be to formalize
the Parties' understanding with respect to the "World Research Link" (also known
as "WRL").
More specifically, the interim understanding of the Parties is, and the
Joint Marketing Agreement shall provide, as follows:
1. Cross-Selling.
(a) The Parties shall designate targeted firms, which are already a
customer of one or more of the Parties, to which another Party's printing and
document management and distribution services shall be marketed.
(b) In the event that a Party derives new business from such marketing
activities, the Party shall pay a commission to the referring firm in such
amount as shall be determined and agreed upon by the Parties based upon
profitability. It is anticipated that such commissions will be in the range of
2% - 5% of net sales, based upon actual receipts of payment. The commissions
will be payable on a monthly basis within ten (10) days following the close of
each month. The commissions will be payable over the term of the Joint Marketing
Agreement.
(c) Each Party shall be entitled to audit the other Parties' accounts
receivable up to two (2) times per calendar year in order to verify the amount
of commissions which are payable.
(d) In their cross-selling activities the Parties agree not to
disclose any pricing grids or formulae or any confidential information of
another Party without such Party's written consent.
(e) Prices quotes to a targeted cross-selling customer shall be good
for one year and not subject to increases, except for increases in the cost of
materials.
(f) All billing must be in accordance with customers' specifications.
2. World Research Link
(a) Each of Roda and Workable acknowledges that Xxxxxxxxxx is the sole
owner of the intellectual property rights in the names "World Research Link" and
"WRL" including, but not limited to trademarks and the goodwill associated
therewith and any logos which may be developed with respect thereto
(collectively, the "Licensed Rights").
(b) As long as this letter agreement (as superseded by the Joint
Marketing Agreement) remains in effect, each of Roda and Workable shall be
entitled to use the Licensed Rights solely in connection with the joint
marketing activities provided for hereunder and the data transmission activities
described in the following paragraph. Neither Roda nor Workable shall use the
Licensed Rights in connection with any other activity' provided, however that
the Licensed Rights may be used in connection with the
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independent marketing activities of each of Roda and Workable, subject to the
prior written approval of Xxxxxxxxxx.
(c) Prior to this date, the Parties have developed a process for the
transmission to one another of proprietary data files of their respective
customers for the purpose of facilitating the contemporaneous production and
distribution of time-sensitive financial research reports on an international
basis. The Parties shall market the availability of this service as a part of
their cross-selling activities and their individual marketing plans; provided,
however, use of the Licensed Rights in any marketing materials shall be subject
to the prior written approval of Xxxxxxxxxx.
(d) Communication costs incidental to services associated with the
"World Research Link" shall be borne by the Party receiving copy.
(e) Each of the Parties shall seek to identify new participants in the
"World Research Link" in other international financial markets.
(f) The Parties shall develop an annual budget to market the
activities associated with the Licensed Rights. Such marketing activities shall
be coordinated by Xxxxxxxxxx. Each Party shall pay 1/3 of the budgeted expenses.
3. Confidentiality. Each Party agrees to hold in confidence all
"Confidential Information" which it obtains from the other Parties with respect
to their independent businesses and shall cause their respective management,
sales and marketing employees to execute appropriate confidentiality agreements.
As used herein "Confidential Information" means any and all financial,
operational, technical, commercial and other information which is not in the
"Public Domain" (as defined below) concerning the business and affairs of a
Party that has been or may hereafter be provided by a Party to another Party in
connection with their joint activities provided for herein.
"Public Domain" shall mean information made available to the public by
a Party, including, without limitation, the following:
(i) Information which at the time of disclosure pursuant to this
agreement or the Joint Marketing Agreement had previously been published by,
revealed in trade journals or filed with any governmental agency by a Party;
(ii) Information which while this agreement or the Joint Marketing
Agreement is in effect is published or revealed in trade journals by a Party or
filed with any governmental agency; and
(iii) Information which is obtained by a Party from a third party who
is lawfully in possession of such information and not in violation of any
contractual, legal or fiduciary obligation to the Party to which the information
pertains with respect to the disclosure of such information.
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4. Most-Favored Nation. Each Party agrees not to offer services to promote
or enter into any form of joint venture or marketing alliance with any other
printing company with regard to the production of financial research reports or
other printing or document production and management services without the prior
written consent of the other Parties hereto.
5. On-Going Disclosure. Each Party agrees to disclose to the others any
material adverse changes in its financial condition or operations.
6. Termination Rights. The Parties' joint activities pursuant to this
letter agreement shall terminate on May 1, 1998 if the Joint Marketing Agreement
has not been executed and delivered by that date, unless said deadline is
extended by agreement of all the Parties in writing. Xxxxxxxxxx shall have the
right to terminate this letter agreement in the event of a breach by another
Party of the provisions of paragraphs 2(b) or 2(c).
7. Term. The Joint Marketing Agreement shall have a term of three (3)
years.
8. Representations and Warranties. Each Party represents and warrants to
the other Parties that it has the absolute and unrestricted right, power,
authority and capacity to execute and deliver this letter agreement and to
perform its obligations hereunder. Each Party further represents and warrants to
the other Parties that this letter agreement constitutes its legal, valid and
binding obligation and is enforceable against it in accordance with its terms.
9. Governing Law. This letter agreement and the Joint Marketing Agreement
shall be governed by and construed in accordance with the laws of the State of
New Jersey and applicable laws of the United States of America.
10. Arbitration of Disputes. Any disputes arising in connection with this
letter agreement or the Joint Marketing Agreement shall be finally settled under
the Rules of Conciliation and Arbitration of the International Chamber of
Commerce by three arbitrators appointed in accordance with the said Rules. The
place of arbitration shall be New York, New York, and the language of the
arbitration shall be English. The parties waive any objection to an arbitrator
having the same nationality as one of the parties. Judgment upon the award
rendered by the arbitrators may be entered by any court having jurisdiction.
If you are in agreement with the foregoing terms and conditions of the
interim arrangements among the Parties and the expression of intent regarding
the terms and conditions of the Joint Marketing Agreement, please so acknowledge
where provided below and return a signed copy of this letter to the undersigned.
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The acknowledgment may be signed in counterparts.
Very truly yours,
XXXXXXXXXX GRAPHICS, INC.
By:__________________________
Xxxxxxx Xxxxxxxxxx
President
ACKNOWLEDGED AND AGREED TO:
RODA PRINT CONCEPTS, LIMITED.
By:_________________________
Xxxxx Xxxxxxxx
Managing Director
WORKABLE CO., LTD.
By:_________________________
Xxxx Xxx
Principal
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