EXHIBIT 10.1
WORKING AGREEMENT
Can-Am International Investment Corporation/TRA Maritimes
Can-Am International Investment Corporation TRA Maritimes
#000-0000 Xxxxx Xxxxxx Xxx X.X. Xxx 000
Xxxxxxx, XX X0X 0X0 Middleton, Nova Scotia BOX IPO
Tel: 000-000-0000 Fax: 000-000-0000 Tel: (000) 000-0000 Fax: (000) 000-0000
Effective Date: November 12, 1997
Between Can-Am International Investment Corporation (Can-Am) and TRA Maritimes
(Distributor)
THIS agreement is a working agreement between Can-Am and the Distributor to
introduce the Premium Cigar Program. The parties agree to the following terms
with the understanding that a complete and formal agreement has been presented
to the Distributor by Can-Am and is forthcoming and in the same general
description of this agreement. This Working Agreement, however, does not
supersede the formal agreement forthcoming.
Agreement: Can-Am will provide Distributor with humidors, cigars and related
products. The Distributor will promote and sell those cigars and related
products as authorized by Can-Am, and any other Can-Am authorized products
("Can-Am Products") on the term of this agreement.
1. Can-Am Responsibilities. Can-Am will provide Distributor with a Can-Am
Humidor, which will be owned by Can-Am and used exclusively for the
display, storage and sale of Can-Am Products. Can-Am will manage the
program through its telemerchandising and merchandising and training of
Distributor's management and field staff. Can-Am will provide training
materials to accounts at the store level.
2. Distributor Responsibilities. Distributor will display the Can-Am
Humidor on the front or main counter of Distributor's Location. Each
Can-Am Humidor will be positioned so that (a) no non-Can-Am display,
signs, labels or other materials block a customer's view of the Can- Am
Humidor, and (b) customers bays easy access to the Can-Am Humidor. The
Humidor cannot be construed as self-serve. Distributor will display
only labels, displays or signs approved by Can-Am in or on the Can-Am
Humidor. Distributor will actively promotes, market and sell Can-Am
Products in or on the Can-Am Humidor. Distributor will not sell any
product from humidors other than Can-Am authorized products, and will
not display, sell or store other produces in, on or from its Can-Am
Humidor. Distributor will comply with all applicable federal,
provincial, and local laws and regulations of Can-Am Products.
Distributor is to assist in merchandising and management efforts where
needed to make the program as effective as possible.
3. Term of Agreement. The initial term of this Agreement shall be for two
(2) calendar years from the date first written above (the "First
Term"). This Agreement shall automatically
* Confidential portions omitted and filed
separate with the Commission.
renew at the expiration of the First Term for up to three (3)
additional one (1) year terms (each an "Additional Term") unless either
of the parties, at least thirty (30) calendar days prior to the
expiration of the then existing First Term or Additional Term, gives
written notice to the other party not to renew this Agreement or unless
this Agreement is terminated under other terms of this Agreement.
4. Humidors. Can-Am will provide one Can-Am Humidor to the Retail Location
at no cost. Can-Am will repair or replace, at its cost, a Can-Am
Humidor damaged due to manufacturing defects or normal wear and tear.
The Retailer will care for and maintain the Can-Am Humidor provided to
Retailer. Any Can-Am Humidor damaged by misuse, lost or stolen may be
repaired or replaced only by Can-Am; the Retailer will pay the cost of
any such repair or replacements. The replacement cost to the Retailer
for any Can-Am Humidor will be * Upon termination of this Agreement for
any reason, the Retailer, at its cost, will return all Can-Am Humidors
to Can-Am within 30 calendar days.
5. Payments. Can-Am will invoice the Distributor for Can-Am products.
Distributor agrees to pay Can-Am seven days from receipt of the
invoice, including a late charge of * of the total past due payments
should there be any. The Distributor shall collect the full invoice
amount from the Retail locations.
6. Marketing Rights. Can-Am hereby grants, and Distributor hereby accepts,
the exclusive right to sell and market Can-Am Products to and through
the convenience, grocery and gas Retail Locations in the Territory of
Atlantic Canada pursuant to the terms and provisions of this Agreement,
so long as the following conditions have been met:
(i) Within the first 90 days of this Agreement, Distributor
contracts and obtains a signed Can-Am Single Location Retailer
Agreement (or, in the event of a chain of stores, an agreement
signed by the corporation or other entity governing such
stores) * ; and
(ii)
7. Pricing
The current price schedule for Can-Am products to be provided is based
on a price margin of approximately * before tobacco tax for
distributors and approximately * after tobacco taxes for retailers.
Notwithstanding the foregoing, no assurance can be given by Can-Am as
to what actual retail price for Can-Am Products to the marketplace will
be or what the actual margins for Can-Am Products for distributors or
retailer will be since such margins are determined by the marketplace
and customer demand, and the actual price charged by distributors and
retailers for Can-Am Products will be independently determined by each
distributor and retailer. Can-Am shall pay a * rebate for the stores
selling in excess of a certain dollar amount per quarter. Subject to
revision by Can-Am, which revision shall be effective upon 90 days
prior notice, Can-Am shall initially pay a * rebate for individual
stores with retail sales of Can-Am Products in excess of * Canadian per
quarter (or, in the event of chains of stores governed by the same
entity, a * rebate for chains with stores averaging retail sales of the
Can-Am Products in excess of * Canadian per quarter).
* Confidential portions omitted and filed
separate with the Commission.
Notwithstanding the foregoing, the pricing of the Can-Am Products
charged by Can-Am may be subject to change as determined by Can-Am at
Can-Am's sole discretion.
8. Shipping. Can-Am direct ships the product to the stores and is
responsible for all shipping costs related to the product. Can-Am is
not responsible for correspondence originating from the Distributor to
Can-Am.
9. Sales of Product. Can-Am, in conjunction with the Distributor, will
make a best effort to sell all product placed in a humidor. However,
Can-Am does not guarantee the sale of any product.
10. Independent Contractors; No interest in Goodwill. Distributor is, and
will be, an independent contractor. Except for tobacco taxes paid by
Can-Am on the Can-Am Products, Distributor will be responsible for
obtaining and paying for any and all taxes, cost, bonds, insurance and
licenses required for Distributor's business and its distribution, sale
and marketing of the Can- Am Products. Distributor will not acquire any
interest in any good will or trademarks associated with the Can-Am
Products.
11. Confidential Information. Distributor recognizes that as a result of
this relationship, Distributor has in the past and may in the future
develop, obtain or learn about Confidential information which is the
property of Can-Am or which Can-Am is under an obligation to treat as
confidential. Distributor agrees to use its best efforts and the utmost
diligence to guard, protect and keep confidential said Confidential
Information sand Distributor agrees that Distributor will not, during
or after the period of this Agreement, use for Distributor or others,
or divulge to others any of said Confidential Information which
Distributor may develop, obtain or learn about during or as a result of
its Distributor relationship with Can- Am, unless authorized to do so
by Can-Am in writing.
12. No Warranties. Can-Am does not give or imply any warranties relating to
Can-Am Products, including any implied warranties of merchantability
and fitness for a particular purpose. Can- Am liability, if any, to the
Distributor for alleged defective products will, under all
circumstances, be limited to repair or replacement of a product, at
Can-Am's sole option, and shall not include damages of any kind.
13. Indemnification. Distributor and Can-Am will each indemnify and hold
each other harmless, and any of their related parties, from any and all
liability directly or indirectly based upon or related to any acts
omissions of each party's employees or agents arising in connection
with this agreement.
14. Governing Law; Legal Costs. This agreement will be governed in
accordance with the laws of the Province of British Columbia and Canada
and the Courts of British Columbia shall have the exclusive
jurisdiction to hear and resolve any dispute between the parties
related to this Agreement. The prevailing party in any such dispute
relating to this Agreement shall be entitled to be paid its costs and
expenses including its legal costs on a solicitor and own client basis.
* Confidential portions omitted and filed
separate with the Commission.
15. Notices. Service of any notice pursuant to this Agreement is complete
and effective: (1) three days from the date of mailing via Registered
Mail, return receipt requested and addressed to the party at the then
current address; (b) upon receipt by facsimile at the party's facsimile
number given under this Agreement. Distributor will notify Can-Am
within 5 days in written of any changes to Distributor's name, address,
facsimile or phone number.
16. Severability. In case any one or more of the provisions of this
Agreement is held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not
affect other provisions. This Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been included in
this Agreement.
17. Binding on Successors and Assigns. This Agreement shall extend to and
be binding upon the heirs, legal representatives, successors and
assigns of the parties.
EXECUTED as of the Effective Date set forth above.
"Can-Am" "Distributor"
By: /s/ [signature] By: /s/ [illegible]
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Title: [Can-Am Officer] Title: C Store Merchandising Manager
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Date: 11/17/97 Date: 11/17/97
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* Confidential portions omitted and filed
separate with the Commission.
