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Exhibit No. 3
Form 10-SB
Transform Pack International, Inc.
MEMORANDUM OF AGREEMENT made this 5 day of October, 1999;
BY AND BETWEEN:
TRANSFORM PACK INC., a corporation
incorporated under the laws of the Province
of New Brunswick (hereinafter
referred to as the "Licensor")
OF THE FIRST PART,
-and-
COMPASS ROSE LTD., a corporation
incorporated under the laws of the
Province of Alberta (hereinafter referred to as
the "Licensee")
OF THE SECOND PART
LICENSE AND DISTRIBUTION AGREEMENT
WHEREAS:
A. The Licensor is engaged in the manufacture and distribution
of seasoning sheets pursuant to
a method and using materials set out in patent registration
2,135,416; and
B The Licensor wishes to grant and the Licensee wishes to
obtain an exclusive right and license to manufacture and/or
distribute the seasoning sheets within the hereinafter defined
Territory in accordance with the terms and conditions of this
Agreement.
NOW THEREFORE in consideration of the mutual covenants and
agreements hereinafter contained and for other good and valuable
consideration (the receipt and sufficiency of which is hereby
acknowledged) the parties covenant and agree as follows:
1. Definitions
In this Agreement the following words shall have the
following meanings:
(a) "Adhesive" means the soluble adhesive mixture used to
attach curing or marinating agents to the seasoning sheets;
(b) "Patent" means Canadian patent registration #2,135,416
for a Method and Material For Extending Shelf-Life of
Fresh Foods issued 1992/02/10;
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(c) "Product" means seasoning sheets, containing spices and other
curing and
marinating agents, to be used in the restaurant,
institutional or industrial, and distribution agencies;
(d) "Retail Product" means the Product packaged for the
retail market for retail
consumption;
(e) "Territory" means the provinces of British Columbia,
Alberta, Saskatchewan and
Manitoba;
2. Grant of License
The Licensor hereby grants to the Licensee the exclusive
license to manufacture, market, sell and distribute the Product in
the Territory for and during the term of five (5) years (the
"Term") subject to the option to renew as set out in Clause 3
hereof. The Term to commence on the 5 day of October, 1999.
Without restricting the generality of the foregoing the Licensee
shall have the right to:
(a) purchase Product from the Licensor for resale as
hereinafter set forth;
(b) manufacture the Product within the Territory after
purchasing Adhesive from the
Licensor including royalty fees;
(c) apply Product to food products for sale to food
retailers within the Territory;
(d) sell Product to food producers, distributors and
retailers within the Territory for the
purpose of wrapping food in Product for distribution and
sale within or outside the
Territory.
The Licensor has the right to contract the manufacturing of
Product out to the Licensee; however, the Licensor shall not
manufacture, market, sell or distribute Product or Adhesive in the
Territory and shall not license any third party in the Territory
to manufacture, market, sell or distribute Product or Adhesive in
the Territory; provided however that sale to a food retailer or
wholesaler outside the Territory which in turn distributes food
wrapped in Product for sale in the Territory shall not be deemed
to be in contravention of this Agreement where such food is first
wrapped in the Product outside of the Territory. The foregoing
does not restrict the right of the Licensor to sell and of Maple
Leaf Foods and their subsidiary plants to purchase Product for use
within the Territory.
The License does not include the sale by the Licensee of the
Retail Product.
3. Option to Renew
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The Licensor grants the Licensee an option to renew this
Agreement for two further terms of five (5) years. The Option will
be deemed to have been exercised for each consecutive term unless
one of the parties gives written notice to the other party to the
contrary at least ninety (90) days prior to the end of the current
Term or renewal Term.
4. Assignment
The Licensee may assign his rights or obligations under this
Agreement subject to the prior written consent of the Licensor.
The Licensor can assign his rights and obligations under this
Agreement at any time.
5. Sale of Product
(a) Through the Term, the Licensor agrees to sell to the
Licensee Product as per the price list annexed hereto as Schedule
"A" and subject to change upon ninety (90) days written notice.
(b) Unless the Licensor gives prior written approval of a
price change or notifies
Licensee of a change in the price list, the Licensee agrees to
sell the Product as per the price list annexed hereto as Schedule
"A" and subject to the terms set out in clause 2 hereof
6. Patent
(a) The Licensor represents and warrants that:
(i) The Licensor is the sole and exclusive owner of the
Patent and has the power
and authority to enter into this Agreement;
(ii) The Patent is duly registered and in good standing
in the Canadian
Intellectual Property Office and the Licensor is
not aware of any
infringements thereof; and
(iii) The Licensor has not granted any right or
license to any third party to use the Patent within
the Territory and the entering into of this Agreement will not
conflict with or result in a breach or a default of any agreement
to which the Licensor is bound.
(b) The Licensor covenants with the Licensee that the
Licensor shall do all things and
pay all fees and charges necessary to maintain the
validity of registration of the Patent in the
Canadian Intellectual Property Office throughout the term of the
Patent.
(c) The Licensee covenants with the Licensor that it will
not during the subsistence of
this license raise or cause to be raised any questions
concerning or objection to the
validity of any claim in the Patent on any grounds
whatsoever.
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7. Infringement
If either party shall have knowledge that the rights under
the Patent are being infringed, such knowledge shall be promptly
transmitted to the other party and the Licensor shall have the
exclusive right to enter suit to prevent infringement or further
infringement and to prosecute the suit and for that purpose the
Licensor may, with the consent of the Licensee, add the Licensee
as a party to any suit and the Licensee covenants with the
Licensor to cooperate with the Licensor in the prosecution of any
infringement commenced by the Licensor. The Licensor shall
diligently pursue any infringement of its Patent in the Territory.
8. Notice
All notices and communications shall be directed as follows:
(a) To the Licensor: Transform Pack Inc.
P. 0. Xxx 0000
Xxxxxxx, XX
XXX 0X0
(b) To the Licensee: Compass Rose Ltd.
#000, 0 0000 -000X Xxxxxx
Xxxxxxxx, XX
X0X IV8
9. Indemnities
The Licensee shall comply with all laws within the Territory
applicable to the manufacture and/or distribution of the Product
in the Territory and agrees to and does hereby indemnify and save
harmless the Licensor from any damages it might incur as a result
of the Licensee not complying with such applicable laws.
Furthermore, the Licensee shall not make any representations or
warranties regarding the Product other than as set out in the
marketing material provided by the Licensor to the Licensee, and
the Licensee agrees to and does hereby indemnify and save harmless
the Licensor from any and all damages incurred by the Licensor
which result from any representations or warranties made by the
Licensee which are not set out in the marketing material provided
by the Licensor to the Licensee.
10. Marketing Material
The Licensor shall provide the Licensee with printed
marketing material respecting the Product at the Licensor's direct
cost from time to time to produce or otherwise procure the same
plus F.O.B. Moncton, and the Licensee shall keep a sufficient
supply of marketing material to enable it to properly market and
sell the Product in the Territory.
11. Technical Assistance
The Licensor agrees to provide the Licensee with the
technical services of its marketing team as requested by the
Licensee. The Licensee shall be responsible for all expenses
incurred by
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the marketing team, such as airfare, ground transportation and
accommodations, during any required attendance of the marketing
team or technical support staff in the Territory.
12. Relationship
This is a contractual agreement between separate legal
entities and neither party is the agent or partner of the other
for any purpose whatsoever.
13. Performance Levels
Minimum performance levels to be achieved by the Licensee for
the initial Term are to be set within six (6) months of the date
of this Agreement as mutually agreed by the parties.
14. Entire Agreement
This Agreement embodies the entire agreement of the parties
and there are no further or other agreements or understandings,
written or oral, in effect between the parties related to the
subject matter of this Agreement.
15. Governing Law
Any dispute or disagreement arising out of or relating to
this Agreement or any breach hereunder shall be referred to
arbitration in accordance with the laws of the Province of New
Brunswick, Canada, and any arbitration decision shall be final and
binding upon the parties and the award made by the arbitrator may,
be filed in any Court of competent jurisdiction and execution
issued thereon.
IN WITNESS WHEREOF the parties have executed this Agreement
effective as of the day and year first above written.
TRANSFORM PACK INC.
Per: /s/Xxx Xxxxxxxx
COMPASS ROSE LTD.
per: /s/ R.
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Appendix "A" transformpack
Flavour Contractual Cost Suggested Selling
Per sq. in. Price per xx.xx.
Customer's own 0.0025 0.0029
B.B.Q. 0.0054 0.0058
B.B.Q. w/ tenderizer 0.0057 0.0061
Cajun 0.0039 0.0040
Fajita 0.0047 0.0049
French Onion 0.0043 0.0045
Grapefruit Pineapple 0.0054 0.0058
Gravad Lax 0.0043 0.0045
Hans Steak 0.0039 0.0040
Hans Steak w/ 0.0043 0.0045
tenderizer
Lemon Pepper 0.0047 0.0049
Mtl Coarse 1/2 Salt 0.0044 0.0046
Mtl Coarse 1/2 Salt w/ 0.0047 0.0049
tenderizer
Pork Chop 0.0043 0.0045
Smoke 0.0032 0.0032
Smoke 450 0.0033 0.0033
Souvalaki 0.0047 0.0049
Teriyaki 0.0039 0.0040
White Wine Lemon 0.0043 0.0045
All prices are quoted FOR Moncton, in Canadian dollars.
In, order to protect the viability of the Transform Pack Flavour
Transfer System, the selling price can not exceed the Suggested
Selling Price without prior approval of Transform Pack Inc.
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