JetCar Exclusive Rights Agreement
JetCar Exclusive Rights Agreement
JetCar Exclusive Rights Agreement
WITNESSETH:
Term. The term of this Agreement (the “Term”) shall commence upon the Effective
Date and continue for an initial contract period (the “Initial Period”) ending on the date
that is thirty-six(36) months after the Effective Date. Developer hereby grants to
Distributor one (1) separate, irrevocable, successive and consecutive option to extend
the Term for additional option or renewal contract period (each a “Contract Period” or
collectively and together with the Initial Period and Second Period as the “Contract
Periods”). If Distributor exercises such an option, the next Contract Period concerned
will commence upon the end of the then current Contract Period (or such earlier date
as Distributor may specify in writing) and end on date that is twelve (12) months after
the fulfillment of the Initial Period Commitment for the applicable Contract Period.
Each such option shall be exercised, if at all, by written notice to Developer at any
time prior to the date the then current Contract Period would otherwise expire.
Notwithstanding the foregoing, if, as of the date when the then current Contract Period
would otherwise have expired, If Distributor fails to exercise its option to renew a
subsequent option period during the foregoing period then this agreement will be
deemed to be complete and fulfilled in all respects and no further obligations will
remain for any party to this agreement after the end of the then-current Contract Period
except those which survive the end of the Term
Best Efforts. Distributor shall use its best efforts to promote, rent and sell the
JetCarProducts to the maximum number of responsible customers in the Territory.
Sales Limited to Territory. Distributor shall not solicit orders from any prospective
purchaser with its principal place of business located outside the Territory. If Distributor
receives any order from a prospective purchaser whose principal place of business is
located outside the Territory, Distributor shall immediately refer that order to Developer.
Distributor shall not accept any such orders. Distributor may not deliver or tender (or
cause to be delivered or tendered) any Product outside of the Territory. Distributor shall
not sell any Products to a purchaser if Distributor knows or has reason to believe that
such purchaser intends to remove those Products from the Territory.
Prices. If a purchase order is accepted in accordance with Section 2.1 above, the prices for
Products covered by such purchase order shall be Developer's net distributor prices which are in
effect on the date of Developer's acceptance. Developer’s current net distribution prices are set
forth in Schedule B. Subject to the limitations contained in this Agreement, Developer may from
time to time change those prices, such change being effective immediately upon Distributor's
receipt of notice thereof; provided, however, that no price change shall affect purchase orders
submitted by Distributor and accepted by Developer prior to the date such price change becomes
effective.
Customer Prices. Distributor shall be free to establish its own pricing for Products
sold.Distributor shall notify Developer of its pricing, as in effect from time to time.
(i) to assist in obtaining any such required licenses or permits by supplying such
documentation or information as may be required;
(ii) to comply with such decrees, statutes, rules and regulations of the government of the
countries and agencies, or other instrumentalities thereof;
(iii) to maintain the necessary records to comply with such decrees, statutes, rules and
regulations; and
(iv) Subject to the terms and conditions set forth herein, each party (an
“indemnifying party”) shall indemnify, hold harmless, and defend the other
party, its affiliates and their respective owners, officers, directors, employees,
agents, successors and permitted assigns (collectively, “indemnified party”) from
and against any and all claims, losses, deficiencies, judgments, settlements,
interest, awards, fines, causes of action, damages, liabilities, costs, penalties,
taxes, assessments, charges, punitive damages and expenses of whatever kind,
including reasonable attorneys’ fees, that are incurred by indemnified party
(collectively, “losses”) as a result of any breacy of this subsection.
Packaging and Delivery. Unless the parties agree otherwise, all Products ordered by
Distributor shall be packed for shipment and storage in accordance with Developer’s
Manufacturer’s standard containers, marked for shipment to Distributor at the address
specified in the Purchase Order, and delivered to the Distributor or the forwarding
agent selected by Distributor within the United States. Shipment of Products under this
Agreement shall be F.O.B. destination. Title and risk of loss will pass F.O.B.
destination. Distributor will be responsible for and pay all applicable charges, including
but not limited to freight, shipment, and insurance charges associated with shipment of
the Products. Developer shall use its best efforts to ship Products to Distributor on or
before the requested receipt date designated in a Purchase Order, and shall immediately
notify Distributor when it knows or has reason to believe that a shipment will not be
delivered by the requested receipt date. Any expense for any special packaging or any
special delivery requested by Distributor shall be borne by Distributor; Developer shall
advise Distributor regarding any such extraordinary packaging or delivery expenses
and Distributor shall agree to same before incurring any liability for such expenses.All
claims for non-conforming shipments must be made in writing to Developer’s
Manufacturer within ten (10) days ofthe passing of riskof loss and damage, as
described above. Any claims not made within such period shall be deemed waived and
released.
Payment Terms. Except as otherwise set forth herein with regard to advance
payments,all amounts due and payable with respect to a Product delivered by
Developer’s Manufacturer in accordance with the preceding subsection shall be paid in full
within Fifteen (15) days after Distributor's receipt of an invoice covering such Product. All
such amounts shall be paid in USD by wire transfer, to such bank or account as Developer
may from time to time designate in writing. Whenever any amount hereunder is due on aday
which is not a day on which Developer’s bank is open for business (a "Business Day"), such
amount shall be paid on the next such Business Day. Amounts hereunder shall be considered
to be paid as of the day on which funds are received by Developer's bank. No part of any
amount payable to Developer hereunder may be reduced due to anycounterclaim, set-off,
adjustment or other right which Distributor might have against Developer, any other party or
otherwise.
Late Payment. All amounts due and owing to Developer hereunder but not paid by
Distributor on the due date thereof shall bear interest at the rate of the lesser of: (i) one
per cent (1%) per annum above the then applicable prime interest rate announced by
Chase Bank, Hollywood, Florida for ninety (90) day U.S. Dollar loans to prime
commercial customers in the United States; and (ii) the maximum lawful interest rate
permitted under applicable law. Such interest shall accrue on the balance of unpaid
amounts from time to time outstanding from the date on which portions of such amounts
become due and owing until payment thereof in full.
Taxes. Taxes in the United States, now or hereafter imposed with respect to the
transactions contemplated hereunder (with the exception of income taxes or other taxes
imposed upon Developer and measured by the gross or net income of Developer) shall
be the responsibility of the Distributor, and if paid or required to be paid by Developer,
the amount thereof shall be added to and become a part of the amounts payable by
Distributor hereunder.
Personnel. Distributor shall employ competent and experienced sales and support
personnel so as to render prompt and adequate service to the users of the Products in the
Territory.
Documentation. Distributor shall prepare, at its own expense, all user and technical
manuals and advertising and marketing information and provide Developer with advance
copies of all such materials subject to and with the sole approval of the Developer.
Developer's Obligations
Marketing and Technical Assistance. Developer shall provide Distributor with such
marketing and technical assistance as Developer may in its discretion consider necessary
to assist with the promotion of the Products. In this connection, Mr. Farrell, will, at the
request of Distributor and on behalf of Developer, attend major trade shows and
other key marketing events. Travel, room and board for Mr. Farrell shall be paid by
Distributor.
Distributor Expenses. Distributor shall pay all of its expenses, including without
limitation all travel, lodging and entertainment expenses incurred in connection with its
services hereunder. Developer shall not reimburse Distributor for any of those expenses.
Best Efforts
Reporting
Distributor shall provide Developer with written quarterly reports, which shall include
customer call reports, business trends, production planning of Distributor's primary
customers in the Territory, market forecasts and other reports reasonably requested by
Developer, including without limitation reports required for regulatory purposes.
Right to Use. Distributor may use Developer's trademarks, trade names and service
marks listed below (hereinafter referred to as the "Trademarks") on a non-exclusive basis
in the Territory only for the duration of this Agreement and solely for display or
advertising purposes in connection with selling and distributing the Products in
accordance with this Agreement.
During the term of this Agreement, and for 12 months thereafter, Distributor shall not
market directly or indirectly in the Territory products which are competitive with the
Products.
Limited Warranty
Limitations on Liability
Indemnification; Insurance
Insurance. During the term of this Agreement and for one (1) year thereafter,
Distributor shall maintain an insurance policy issued by a reputable insurance company,
naming Developer as an additional insured, which policy shall insure against an and all
claims, liabilities, costs or expenses resulting from or caused by (or claimed to be
resulting from or caused by) any use or operation of any Products sold by Distributor in
the amount of at least $5 million per claim.
Termination
Payment After Termination. Termination of this Agreement shall not affect the
obligation of Distributor to pay Developer all amounts owing or to become owing as a
result of Products tendered or delivered to Distributor on or before the date of such
termination, as well as interest thereon to the extent any such amounts are paid after the
date they became or will become due pursuant to this Agreement.
Distributor shall have the right to sell off its remaining inventory of Products after
termination or expiration of this Agreement; provided, however, that Distributor shall
comply with all terms and conditions of this Agreement restricting such reselling
activities in effect immediately prior to such termination or expiration.
Publicity
Distributor agrees that any publicity or advertising which shall be released by it in which
Developer is identified in connection with the Products shall be in accordance with the
terms of this Agreement and with any information or data which Developer has furnished
in connection with this Agreement. Copies of all such publicity and advertising shall be
forwarded promptly to Developer for approval.
Modification
Assignment
This Agreement and the rights and obligations hereunder may not be assigned, delegated
or transferred by either party without the prior written consent of the other party; which
shall not be unreasonably rejected, however, that Distributor's consent shall not be
required with respect to any assignment, delegation or transfer by Developer to another
division of Developer or to any affiliate of Developer or any division of such affiliate.
This Agreement shall inure tothe benefit of the permitted successors and assigns of
Parties.
Notices
All notices given under this Agreement shall be in writing and shall be addressed to the
parties at their respective addresses set forth below:
To Distributor:
To Developer: JetCar LLC
Hollywood FL 33020
Either party may change its address or its fax number for purposes of this Agreement by
giving the other party written notice of its new address or fax number. Any such notice
if given or made by registered or recorded delivery international air mail letter shall be
deemed to have been received on the earlier of the date actually received and the date
fifteen (15) calendar days after the same was posted (and in proving such it shall be
sufficient to prove that the envelope containing the same was properly addressed and
posted as aforesaid) and if given or made by fax transmission shall be deemed to have
been received at the time of dispatch, unless such date of deemed receipt is not a
Business Day, in which case the date of deemed receipt shall be the next such succeeding
Business Day.
Waiver
None of the conditions or provisions of this Agreement shall be held to have been
waived by any act or knowledge on the party of either party, except by an instrument in
writing signed by a duly authorized officer or representative of such party. Further, the
waiver by either party of any right hereunder or the failure to enforce at any time any of
the provisions of this Agreement, or any rights with respect thereto, shall not be deemed
to be a waiver of any other rights hereunder or any breach or failure of performance of
the other party.
Confidentiality
Entire Agreement
Each of Distributor and Developer covenants that all of its activities under or pursuant to
this Agreement shall comply with all applicable laws, rules and regulations. In
particular, but without limitation, Distributor shall be responsible for obtaining all
licenses, permits and approvals which are necessary or advisable for sales of the
Products in the Territory and for the performance of its duties hereunder.
Severability
Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
JETCAR LLC.
by:
by:
name: name:
title: title:
Schedules
A Products
B Prices
Schedule A - Products
Schedule B - Prices