International Distributor Agreement

Exhibit 10.34
[FIELDWORKS LETTERHEAD]


INTERNATIONAL DISTRIBUTOR AGREEMENT


This International Distributorship Agreement ("Agreement") is made as of the date of execution by FieldWorks, as recorded on Page 7, ("Execution Date") by and between FieldWorks, Incorporated, a corporation organized under the laws of the State of Minnesota, USA, having an office at 7631 Anagram Drive, Eden Prairie, MN 55344 USA (hereinafter "FieldWorks"), and


Company Name:


Address:


Address:


Address:


Phone: FAX:


Type of company (i.e., corporation, etc.):
Organized under the laws of:


(hereinafter "Distributor").


WITNESSETH:


WHEREAS, FieldWorks manufactures and sells the Products as hereinafter defined; and


WHEREAS, Distributor is engaged in business in the Territory as hereinafter defined and wishes to distribute the Products in the Territory, and FieldWorks is willing to authorize Distributor to do so, all on the terms and conditions set forth herein.


NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, FieldWorks and Distributor hereby agree as follows:


1. Appointment


1.1 FieldWorks hereby appoints and authorizes Distributor as an authorized
distributor for the products listed on Annex A ("Products") attached hereto
and made a part hereof, in the Territory described on Annex B ("Territory")
attached hereto and made a part hereof and Distributor accepts such
appointment, all subject to the terms and conditions of this Agreement.


1.2 During the term of this Agreement, FieldWorks shall refer inquiries it
receives from the Territory regarding Products to Distributor.


2. Undertakings of Distributor


2.1 During the term of this Agreement, Distributor: (i) shall not
manufacture or distribute goods which compete with the Products; (ii) shall
obtain the Products for resale only from FieldWorks; and (iii) shall
refrain, outside the Territory and in relation to the Products, from
seeking customers, from establishing any branch, and from establishing any
distribution depot without prior written approval of FieldWorks.


Page 1 of 7


INTERNATIONAL DISTRIBUTOR AGREEMENT


3. Term of Agreement


3.1 This agreement shall commence as of the Execution Date and shall
terminate in one (1) year. This agreement may be renewed for an additional
one (1) year term upon written agreement of the parties. If the parties
fail to agree in writing upon a renewal of this agreement prior to the
expiration of this agreement, this agreement shall automatically terminate.


3.2 Either party may terminate this agreement, with or without cause, on a
thirty (30) days prior written notice. In the event of termination,
FieldWorks agrees to grant Distributor the right to sell off all existing
inventory of FieldWorks products.


3.3 Upon cancellation or termination FieldWorks shall permit Distributor to
sell Distributor's existing inventory of Products during a period of three
(3) months following the date of cancellation or termination. Upon such
cancellation or termination FieldWorks shall have no further obligation
toward Distributor other than delivery of Products pursuant to orders by
Distributor accepted by FieldWorks prior to the effective date of the
cancellation or termination, and Distributor hereby agrees to assert no
claim beyond that.


4. Distributor's Status and Responsibility


4.1 Distributor is an independent contractor and is not an agent, employee
or legal representative of FieldWorks and all persons engaged by
Distributor shall be Distributor's employees, legal representatives or
agents but not those of FieldWorks. Distributor is not authorized to do
business in FieldWorks' name or to otherwise obligate FieldWorks in any
way.


4.2 Distributor shall use its best efforts in the development, promotion,
sale and service of FieldWorks' Products in the Territory.


4.3 Distributor will provide and maintain at its own expense facilities and
qualified personnel sufficient to provide a high standard of service to its
customers in selling, and providing maintenance service for, Products in
the Territory.


4.4 Distributor will maintain in the Territory an adequate inventory of
service parts for Products to promptly perform maintenance service for its
customers; and will provide warranty service for the Products in the
Territory.


4.5 Distributor will promote the Products to inform Distributor's customers
and potential customers of the application, kind, quality and manufacturer
of the Products and will cooperate with FieldWorks in any advertising or
promotion programs undertaken by FieldWorks with respect to the Products.


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INTERNATIONAL DISTRIBUTOR AGREEMENT


4.6 Products subject to this Agreement shall either be: (i) purchased by
Distributor from FieldWorks for resale by Distributor in the original
packages in which they were received from FieldWorks; or (ii) purchased by
Distributor from FieldWorks and repackaged by Distributor provided that
written authorization is obtained from FieldWorks in advance of repackaging
and sale and the parties mutually agree on the packaging to be utilized by
Distributor.


4.7 The parties will consult to develop a written marketing plan for
marketing Products in the Territory; and Distributor will use its best
efforts to comply with such marketing plan in its sales of Products in
Territory.


4.8 Distributor will make no representations or warranties with respect to
the Products except as expressly authorized in writing by FieldWorks.


4.9 Distributor agrees to furnish sales forecasts, market surveys, reports
of competitive conditions, and any other data reasonably requested by
FieldWorks which are pertinent to proper development of the market.
Distributor shall maintain records of its sales of Products, and permit
FieldWorks to have access to those records upon FieldWorks' request.


4.10 Distributor will avoid activities or practices that may injure the
reputation of FieldWorks or the Products.


4.11 Distributor will comply with all applicable laws and regulations
during the course of performance of this Agreement and in related
activities.


4.12 Distributor will defend, indemnify and hold harmless FieldWorks from
any and all claims, demands, suits or liability arising out of any acts or
omissions of Distributor, its employees, ap ...