EXCLUSIVE AGENT LICENCE AGREEMENT
This agreement ("Agreement") dated this 4th day of April, 1997 by and between The Tracker Corporation of America with offices at 180 Dundas Street West, Suite 1502, Toronto, Ontario Canada M5G 1Z8 (hereinafter called "Tracker") and Executive Trading Ltd., with offices at Kriemhildenweg 3, 46357 Dinslaken, Germany (hereinafter called "Executive") do hereby resolve and agree to the following:
1) For the term of this Agreement, Tracker appoints Executive as its
exclusive sales agent and agrees to make available its full line of
products and services. Tracker will not knowingly sell any of its
products and services to any other person or entity in Executive's
exclusive territory of Germany, Switzerland and Austria (hereinafter
called "Territory"), provided that Executive is not in default of any
material term or covenant as further defined in Paragraph 13 herein.
2) Tracker agrees to sell to Executive and Executive agrees to purchase a
combination of Tracker INSIGNIAS (at point of manufacture) and/or
Tracker Labels printed in German in strings of varying lengths for a fee
of $0.25 per unit as outlined in Schedule A. Tracker will sell
Executive an annual renewal for its customers on a per number basis for
$0.25 per year. Tracker agrees to provide a numbered licence sequence to
fulfill each Executive sales contract or purchase order. Tracker agrees
to provide Executive with 150,000 labels upon execution of this
Agreement at no cost to Executive. Tracker agrees to provide as soon as
possible a toll-free 800 customer service number answered in German for
Executive's activating customers. Executive agrees to produce all
collateral and label carrier marketing materials to support the sale of
Tracker INSIGNIAS and Labels in the Territory.
3) As consideration for Tracker granting Executive the exclusivity for the
Territory, Executive agrees to pay a one-time exclusivity ("Fee") to
Tracker of U.S. $500,000.00. This Fee is payable as follows:
Six (6) months from date of this Agreement, 90 day grace
period U.S. $50,000
On the first anniversary date of this Agreement, 60 day
grace period U.S. $50,000
On each subsequent anniversary date of this Agreement U.S. $50,000
2
4) Executive agrees to help Tracker arrange to register both the name
"Tracker" and the Tracker "Logo" in the Territory. This registration is
to be the property of Tracker. Executive will have the authorized use of
the Tracker name and logo in the Territory as long as Executive is the
exclusive sales agent for the Territory. All costs relating to
registering will be borne by Tracker.
5) Executive will use its best efforts to promote the sale of Tracker
Labels and the Tracker INSIGNIA at point of manufacture and through
service industries.
6) Executive may produce the Tracker INSIGNIA on its own label provided the
specifications of the label meet Tracker standards or Executive may
arrange for manufacturers to laser etch the Tracker INSIGNIA directly on
the product. All labels supplied by Tracker will be written in German
with a toll-free 800 customer service number answered in German,
including the 150,000 free labels mentioned in Paragraph 2.
7) Tracker will notify Executive on all leads and inquiries concerning the
Territory.
8) a. Tracker will supply and install ten (10) recovery scanning
stations at strategic lost and found locations in the Territory at
no charge. The selection of the scanning locations will be
determined by Executive.
b. The parties agree that Executive will help in establishing German
based fulfillment and processing centers ("Fulfillment Center") to
be owned by Tracker.
*End of Preview*
Click the 'Add to Cart' button to download the complete and formatted agreement.