International Distributor Agreement

International Distributor Agreement


This Authorized International Distributor Agreement (the "Agreement") is made between Adele Paulsen, business woman, of 7744 Morley Street, Burnaby, B.C., Canada V2P 2K5 (hereinafter referred to as "PAULSEN" ) and Dura Track Enterprises, Inc., a company duly incorporated in the State of Nevada, of Suite 6-D, 3638 North Rancho Drive, Las Vegas, Nevada, USA 89130 (hereinafter referred to as "DT").


a) PAULSEN owns certain injection molds, including the products listed in Exhibit A hereto (hereinafter referred to as "PAULSEN Products"). This Agreement pertains to PAULSEN Products as defined in this Agreement and to any other products that are now, or may hereafter be, published, manufactured or distributed by PAULSEN.


b) PAULSEN Products are distributed under trademarks and trade names having a valuable reputation and goodwill that belong exclusively to PAULSEN.


c) DT Products are distributed under trademarks and trade names having a valuable reputation and goodwill that belong exclusively to DT.


d) PAULSEN and DT recognize that in order for PAULSEN Products and DT Products to compete effectively in the marketplace, it is believed necessary that they be marketed through Dealers (as that term is defined herein). DT and PAULSEN further recognize that successful marketing of PAULSEN Products and DT Products depend upon the ability of DT to select and maintain Dealers to provide PAULSEN Products and DT Products, and to provide a high level of support, training and assistance to such Dealers in marketing PAULSEN Products and DT Products.


e) PAULSEN and DT desire that DT act as an independent exclusive distributor of PAULSEN Products and DT Products whereby PAULSEN shall be paid 20% (twenty percent) of the gross proceeds for DT'S acquiring a right to distribute PAULSEN Products under the terms and conditions set forth below.


f) Both PAULSEN and DT warrant that each of the signatories each have the due authority and capacity to represent their respective organization in this Agreement. PAULSEN further warrants that it is the owner or exclusive licensee of all intellectual property and proprietary rights in and has the right to grant the DT the rights contemplated in the Agreement.


g) NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements hereinafter set forth, PAULSEN and DT agree as follows:


2) DEFINITIONS


Whenever used in this Agreement, the following terms shall have the following specified meanings:


a) "Dealer" means the Person or organization to which DT promotes and sells PAULSEN Products and/or DT Products, and who then promotes and sells to end customers. DT may classify a sub-distributor as a Dealer or visa-versa.


b) "DT Documentation" means any and all user licenses, licenses, manuals, specifications, user guides and other documentation regarding the DT Drapery Hardware prepared by or on behalf of DT in connection with the DT Hardware.


c) "DT Products" means DT drapery hardware (but does not include any other items which DT is precluded from distributing to or through DT by virtue of any existing license or distribution agreement with any other Person.)


d) "DT Hardware" means retail/wholesale drapery hardware systems and individual components as set forth in Schedule A. DT Hardware includes all products custom developed by PAULSEN at the request of DT. PAULSEN, at all times, remains the sole owner of the molds and products. e) "PAULSEN Documentation" means any and all manuals, specifications, user guides and other documentation pertaining to the PAULSEN Hardware prepared by or on behalf of PAULSEN in connection with the PAULSEN Hardware.


f) "PAULSEN Products" means PAULSEN Hardware and PAULSEN Documentation, but does not include any drapery hardware, or documentation or other items which PAULSEN is precluded from distributing to or through DT by virtue of any existing license or distribution agreement with any other Person.


h) "PAULSEN Hardware" means retail/wholesale drapery hardware systems and individual components as set forth in Schedule A produced and/or distributed by PAULSEN which may be modified or amended from time to time.


i) "Market" shall mean the retail/wholesale drapery hardware.


j) "Person" means an individual, corporation, partnership, trust, association, entity, governmental authority of any other person.


k) "Territory" are those countries, regions and/or languages described in Exhibit B, attached to this Agreement.


3) Basic Transaction


Subject to the terms and conditions of this Agreement, DT wishes to obtain exclusive marketing to all drapery hardware components owned by PAULSEN and right to use PAULSEN moulds to produce such products. DT shall pay PAULSEN a royalty of 20% (twenty percent) of the gross sales amount with an annual minimum royalty of $50,000 (fifty thousand dollars) in legal US currency.


4) Appointment as Authorized PAULSEN Distributor


a) Exclusive Appointment


Subject to the terms and conditions of this Agreement, PAULSEN hereby appoints DT, and DT hereby accepts such appointment, as an independent, exclusive distributor of PAULSEN Products in the Market for the Territory as set forth in Exhibit B to this Agreement. Subject to the terms and conditions of this Agreement, PAULSEN hereby appoints DT, and DT hereby accepts such appointment, as an independent, exclusive distributor of DT Products in the Territory.


b) Nature of Distribution


DT'S appointment only grants to DT a right to distribute PAULSEN Products and DT Products to DT'S Dealers, end users and customers, and does not transfer any title or claim of ownership in any PAULSEN Product to DT, except as provided in this license.


c) Limitations


DT's appointment is limited to distribution of PAULSEN Products and DT Products to Dealers, end users and customers in the Market for the Territory. DT may appoint a Dealer(s) or other Person(s) to distribute PAULSEN Products and/or DT Products in the Territory.


d) Hardware Distribution License


PAULSEN hereby grants to DT, and DT hereby accepts, subject to the terms and conditions of this Agreement, the exclusive right to manufacture, copy, distribute, sell, market, lease, rent, operate, service and otherwise commercialize and exploit the PAULSEN Product in the Market, directly and through Dealers, in the Territory. e) Obligations of DT


DT warrants and represents that DT has and will maintain, the capacity, facilities and personnel necessary to carry out its obligations under this agreement and in particular that:


i) DT will conduct business in a manner that reflects favorably on the goodwill and reputation of PAULSEN.


ii) DT will avoid deceptive, misleading or unethical practices detrimental to PAULSEN, PAULSEN Products, Dealer(s) or the public, including but not limited to making representations, warranties or guarantees to customers or to the trade with respect to the specifications, features or capabilities of PAULSEN Products that are inconsistent with the literature distributed by PAULSEN, including all warranties and disclaimers contained in PAULSEN Documentation.


iii) DT will use its reasonable efforts to market PAULSEN Products both vigorously and aggressively to Dealers within the Territory and to distribute PAULSEN Products within the Territory.


iv) DT will not market PAULSEN Products or DT Products outside the Territory without the prior express written consent of PAULSEN, which consent must be received from PAULSEN prior to any sale of PAULSEN Product or DT Product.


v) DT shall be responsible for translating PAULSEN Product advertising and promotional materials into the languages of the Territory.


vi) DT will authorize and maintain Dealers that it believes have the financial capacity, facilities, technical capacity and desire to competently market and support PAULSEN Products.


vii) Prior to engaging in any transaction with a Dealer involving any PAULSEN Products and/or DT Products, DT and the Dealer shall execute an agreement. DT will ensure that such agreement with the Dealer will include language necessary to enforce any sections of this Agreement which pertain to a Dealer's distribution of PAULSEN or DT Products.


DT shall ensure direct and indirect compliance with this Agreement by itself and all Dealers obtaining the agreement of such parties for the benefit of DT and PAULSEN to be bound by these sections and to obtain such covenants from any further Dealers within all agreements with such parties.


viii) DT will not sell, giveaway, loan or otherwise provide PAULSEN Products and/or DT Products to any Dealer or organization that engages in illegal trade practices.


ix) DT will not to add to, delete or otherwise vary any of the terms and conditions of this Agreement without the prior written consent of PAULSEN.


x) DT will not distribute any PAULSEN Products or DT Products under any trade names or trademarks other than those employed by PAULSEN with respect thereto, except where agreed to in writing by PAULSEN. DT may distribute PAULSEN Products or DT Products where:


(a) All PAULSEN Products containing or labeled with trademarks, trade names or copyrights owned or managed by PAULSEN will be manufactured under the management of PAULSEN to strict quality assurance of PAULSEN.


(b) All DT Products containing or labeled with trademarks, trade names or copyrights owned or managed by PAULSEN will be manufactured under the management of PAULSEN to strict quality assurance of PAULSEN.


(c) All DT Products manufactured solely containing or labeled with trademarks, trade names or copyrights owned or managed by DT will be manufactured under the management of PAULSEN to strict quality assurance of PAULSEN, and no such trademarks, trade names or copyrights may be used by PAULSEN without prior written approval of DT. Said manufacturer and manufacturer's terms and conditions shall be approved by DT.


(d) Should DT desire PAULSEN to develop a new product or modify the current packaging on behalf of the DT, said development and modifications will be subject to terms and conditions as the parties may agree to as set out in a separate contract.


xi) DT shall comply with PAULSEN programs for in-warranty replacement and post-warranty support for PAULSEN Products and for DT Products which contain any PAULSEN trademarks, trade names or copyrights.


xii) DT will comply with applicable international, national, state, regional and local laws and regulations in performing its duties hereunder and in any of its dealing with Dealers and with respect to PAULSEN Products and DT Products.


xiii) DT will distribute PAULSEN Products and DT Products with all packaging, warranties, and disclaimers intact as shipped from PAULSEN, and will instruct each of its Dealers as to the nature and terms of such as applicable to the PAULSEN Hardware and/or DT Hardware.


xiv) DT acknowledges that PAULSEN'S export of the PAULSEN Products and DT Products may be subject to compliance with the Export Administration Act Regulations of the Department of Commerce of the United States, as amended, and other export controls of the United States ("Export Laws"), which restrict the export and re-export of drapery hardware ("Direct Product" as used hereafter means the immediate product, including processes and services, derived from the use of PAULSEN Products and DT Products). DT agrees and shall cause each of its Dealers, employees, agents, representatives and assignees to agree not to export or re-export any PAULSEN Products and/or DT Products to any prohibited country, as such is defined by the Export Laws, provided PAULSEN has advised DT which countries are prohibited countries. DT agrees to indemnify PAULSEN against any claim, demand, action, proceeding, investigation, loss, liability, cost and expense, including, without limitation attorney's fees, suffered or incurred by PAULSEN and arising out of or related to any violation (whether intentional or unintentional) by DT its employees, agents, representatives and Dealers of any of the warranties or covenants of this Section 4(e)(xiii).


xv) DT acknowledges that exclusive and non-exclusive distribution is subject to all current and future OEM (Original Equipment Manufacturer) or Bundle agreements executed by PAULSEN. The identity of the other parties, and all discussion and forms of agreements are specifically excluded from this agreement.


xvi) DT will advise PAULSEN promptly concerning any market information that comes to DT'S attention regarding PAULSEN Products or DT Products, PAULSEN'S market position or the continued competitiveness of PAULSEN Products or DT Products in the marketplace.


xvii) Advertising and marketing of PAULSEN Products and DT Products in the Territory will be the sole responsibility of the DT. DT may not advertise or promote PAULSEN Products in any form or media, including all print and electronic medium, which may be deemed in the reasonable opinion of PAULSEN, taking into account cultural difference in the Territory, inappropriate and su ...