Exhibit 10.2
AMENDED AND RESTATED
REPRESENTATION AGREEMENT -REV I
THIS AMENDED AND RESTATED
REPRESENTATION AGREEMENT -REV 1 (the “Amended Agreement-Rev
1”) is effective as of the 13th of January, 2004, by and
between SPACEHAB, INC. a Washington State corporation, with its
principal place of business in Houston, Texas, U.S.A. (hereinafter
“SPACEHAB”) and MITSUBISHI CORPORATION, a company with
its principal place of business in Tokyo, Japan (hereinafter
“MITSUBISHI CORPORATION”).
WITNESSETH
WHEREAS, SPACEHAB is engaged in the
promotion, sale and lease of certain products and services and
desires to sell or lease these products and services
(“Products”) in country(ies) (“Territory”),
as set forth in Exhibit A hereto; and
WHEREAS, MITSUBISHI CORPORATION is
engaged in business as a sales representative in Japan and desires
to be appointed SPACEHAB’s sales representative for the
Products within the Territory; and
WHEREAS, the parties entered into a
Representation Agreement, as of January 12, 1989 (the
“Original Agreement”), pursuant to which MITSUBISHI
CORPORATION was appointed as SPACEHAB’s sales representative
for the Products within the Territory; and
WHEREAS, the parties entered into an
Amended and Restated Representation Agreement (the “Amended
Agreement”) on August 15, 1995, and
WHEREAS, the parties wish to amend
certain provisions of, and then restate, the Amended
Agreement;
NOW, THEREFORE, in consideration of
mutual promises herein contained, the parties agree as
follows:
ARTICLE 1. APPOINTMENT AND TERM
1.1 SPACEHAB hereby appoints
MITSUBISHI CORPORATION as its exclusive sales representative in the
Territory to solicit, promote, and consummate sales or leases of
the Products in the Territory on an exclusive basis.
1.2 The cumulative term of all
Agreements referenced herein is twenty (20) years, commencing on
the date of the Original Agreement, January 12, 1989, unless sooner
terminated as provided in ARTICLE 7 hereof. SPACEHAB and MITSUBISHI
CORPORATION may extend this Agreement for additional terms by
mutual agreement in writing.
1.3 During the term hereof, SPACEHAB
shall not: (1) appoint additional representatives in the Territory,
or make a request to any person, firm or corporation other than
MITSUBISHI CORPORATION in connection with, the sale, other
disposition or use of the Products, (2) entertain any direct or
indirect inquiry for the Products from any person, firm or
corporation in the Territory other than MITSUBISHI CORPORATION and
shall refer to MITSUBISHI CORPORATION any inquiry which SPACEHAB
may receive from any person, firm or corporation in the Territory
or (3) sell or lease the Products to any person, firm or
corporation, other than the U.S. Government or any agency or
instrumentality thereof, outside the Territory who SPACEHAB knows
or has reason to know, intends to resell or sub-lease the Products
in or into the Territory.
ARTICLE 2. MITSUBISHI CORPORATION’S
UNDERTAKINGS
2.1 Sales Efforts -
MITSUBISHI CORPORATION agrees to devote its best efforts to the
sale or lease of the Products in the Territory. In furtherance of
such sales efforts, MITSUBISHI CORPORATION agrees to appoint and
dedicate the equivalent of at least one full-time sales
representative to act on its behalf and to facilitate the
performance of its obligations under this Agreement. MITSUBISHI
CORPORATION shall cause such sales representative(s) to dedicate
his or her full-time best efforts towards the performance of such
obligations. All costs and expenses associated with such full-time
sales representative(s), including but not limited to salary,
maintenance of office facilities, employee benefits and other
similar employer-related expenses, shall be borne by MITSUBISHI
CORPORATION. The duties and responsibilities of MITSUBISHI
CORPORATION described in this Section 2 shall be collectively
referred to as the “Services.”
2.2 Other Services -
MITSUBISHI CORPORATION shall:
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(1)
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Share with
SPACEHAB its knowledge relative to economic, commercial and
industrial data, customs and procedures, business trends, market
conditions and potential customers for the Products, within the
Territory, as they pertain to the Products, and
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(2)
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Cooperate with
SPACEHAB in its efforts to sell the Products in or into the
Territory by providing services as requested including, but not
limited to, assisting with visas, customers clearance, local
transportation and accommodations, interpreter and translation
services, business appointments, secretarial services, and telex
and telephone communications.
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2.3 Compliance with Law -
MITSUBISHI CORPORATION (as used in this Article 2.3 includes its
directors, officers, employees and others acting on its behalf) is
legally qualified in the Territory to perform the services
contemplated by this Agreement. MITSUBISHI CORPORATION shall, in
performing its obligations under this Agreement, comply with all
applicable existing and future laws, regulations and acts of the
government(s) of the Territory. Further, MITSUBISHI CORPORATION
shall take no action on behalf of SPACEHAB that would be illegal
under U.S.A. law if taken by SPACEHAB itself.
ARTICLE 3. COMPENSATION
3.1 Amount and Time of
Payment - As compensation for MITSUBISHI CORPORATION’s
Services rendered hereunder, SPACEHAB shall pay to MITSUBISHI
CORPORATION commissions in accordance with the schedules set forth
in Exhibit A hereto.
3.2 Method of Payment -
Payments will be made by check or order payable in U.S. currency.
Payments will be delivered to MITSUBISHI CORPORATION’s
principal place of busin
