Exhibit 10.1
EXCLUSIVE
DISTRIBUTOR AGREEMENT
This Exclusive Distributor Agreement ("Agreement") is made and
effective on this, the 30th day of September ,
2005 , by and between Laser Shot, Inc., a Texas corporation
having offices at 12818 Century Drive, Stafford, Texas, 77477,
United States of America ("Company") and Lamperd Less Lethal,
Inc. , a Canadian Corporation with its principal place
of business at 1200 Michener Road, Sarnia, Ontario, Canada N7T
7H8 , ("Distributor").
In consideration of the mutual promises contained herein, the
parties agree as follows:
1. Definitions
As used herein, the following terms
shall have the meanings set forth below:
a. "Products" shall mean the following
Company products to be sold by Distributor:
All products as referred to in
"Attachment 1: Products" incorporated herein by reference.
b. "Territory" shall mean the
following described geographic areas and/or particular
accounts:
All areas and accounts as referred to
in "Attachment 2: Territory" incorporated herein by reference.
c. "Other Terms and Conditions" shall
mean all terms, conditions, limitations, and modifications as
described in "Attachment 3: Other Terms and Conditions"
incorporated herein by reference.
2. Appointment
Company hereby appoints Distributor as
its exclusive Distributor for the Products in the Territory.
Distributor's sole authority shall be to solicit orders for the
Products in the Territory in accordance with the terms of this
Agreement. Distributor shall not have the authority to make any
commitments whatsoever on behalf of Company.
3. General Duties
Distributor shall use its best efforts
to promote the Products and maximize the sale of the Products in
the Territory. Distributor shall also provide reasonable assistance
to Company in promotional activities of Company with respect to the
Products. Distributor shall also provide reasonable "after sale"
support to Product purchasers and generally perform such sales
related activities as are reasonable to promote the Products and
the goodwill of the Company in the Territory. Distributor shall
report monthly to Company by written report due by the 15
th of the following month concerning sales of the
Products and marketing activities of the previous month. This
report, known as the monthly "Sales and Marketing Report", shall
include two parts, the "Product Sales Report" and the Marketing
Activity Report". The Product Sales Report shall include orders
written and should include customer name and address, Product or
Products ordered, and date of sale. Marketing Activity Report shall
include a general synopsis of activities, such as advertisements,
articles, trade shows, etc. Distributor will devote adequate time
and effort to perform its obligations. Distributor shall neither
advertise the Products outside the Territory nor solicit sales from
purchasers located outside the Territory without the prior written
consent of Company. Distributor's task is to solicit orders from
all potential customers in the Territory including individuals,
businesses, government entities, resellers, dealers, retailers, and
others.
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4. Reserved Rights
Company reserves the right to exhibit,
advertise, market, attend trade shows, and solicit orders directly
from and sell directly to any end-users or other retail buyers
within the Territory. Company further reserves the right to enter
into any agreements, partnerships, associations, joint ventures,
OEM contracts, or other business relationships with manufacturers,
suppliers, or other parties. Any sales or leads of Products made
directly by the Company in the Territory will be credited and
attributed to the Distributor, except that such sales will not
count towards any quarterly or annual minimum sales quotas that
Distributor may be subject to elsewhere in this Agreement.
5. Conflict of Interest
Distributor warrants to Company that it
does not currently represent or promote any lines or products that
compete with the Products. During the term of this Agreement,
Distributor shall not represent, promote or otherwise try to sell
within the Territory any lines or products that, in Company's
judgment, compete with the Products covered by this Agreement.
Distributor shall provide Company with a list of the companies and
products that it currently represents and shall notify Company in
writing of any new companies and products at such time as its
promotion of those new companies and products commence.
6. Independent Contractor
Distributor is an independent
contractor, and nothing contained in this Agreement shall be
construed to (1) give either party the power to direct and control
the day-to-day activities of the other; (2) constitute the parties
as partners, joint venturers, co-owners or otherwise; or (3) allow
Distributor to create or assume any obligation on behalf of Company
for any purpose. Distributor is not an employee of Company and is
not entitled to any employee benefits. Distributor shall be
responsible for paying all income taxes and other taxes charged to
Distributor on amounts earned hereunder. All financial and other
obligations associated with Distributor's business are the sole
responsibility of Distributor.
7. Indemnification
A. Indemnification by Distributor.
Distributor shall indemnify and hold Company free and harmless from
any and all claims, damages, or lawsuits (including attorneys'
fees) arising out of intentional or negligent acts or omissions by
Distributor, its employees or agents.
B. Indemnification by Company. Company
shall indemnify and hold Distributor free and harmless for any and
all claims, damages, or lawsuits (including attorneys' fees)
arising out of defects in the Products caused by Company.
8. Software invention and video scenario creation
Distributor may at its own cost and
expense construct special software or video scenarios ("Custom
Software and Video Scenarios") for use and sale with the Products.
All Custom Software and Video Scenarios shall be deemed to be a
"work made for hire" and all copyrights shall vest with Company.
Distributor agrees to execute any and all forms, documents,
licenses, and releases to fully transfer all copyrights of Custom
Software and Video Scenarios from Distributor to Company. Company
must review and approve all Custom Software and Video Scenarios
before it will be released back to Distributor to sell as part of
the Products. The Distributor shall be allowed to sell the Custom
Software and Video Scenarios royalty free. However, the Company
reserves the right to charge a reasonable royalty in future
distributor agreements or renewals.
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9. Purchases and Sale of the Products
A. Company agrees to sell to
Distributor and Distributor agrees to purchase from Company the
Products subject to the terms and conditions as referred to in
"Attachment 3: Terms and Conditions of Sale of Products"
incorporated herein by reference.
B. Orders. All orders for the Products
shall be submitted to Company in writing by fax or mail (regular
postal mail and other delivery services are acceptable) sent to the
attention of Controller. All fax orders must be followed up with a
written order by mail sent to the attention of Controller. All
orders received shall be verified by email sent from
Controller.
C. Inquiries from Outside the
Territory. Distributor shall promptly submit to Company, for
Company's attention and handling, all inquiries received by
Distributor from customers outside the Territory. All inquiries
shall be submitted to Company by email within five (5) business
days and shall be included in the next monthly Sales and Marketing
Report.
10. Product Warranty
Any warranty for the Products shall run
directly from Distributor to the purchaser of the Products.
Pursuant to any such warranty, the purchaser shall contact
Distributor directly to make arrangements for repair, return, or
replacement of any allegedly defective Products. Distributor shall
have sole authority to deal with customers regarding any such
warrantable repairs, returns, or replacement. Upon receipt of any
such warrantable products, Distributor shall separately contact
Company to arrange for return or credit for these defective
products. The decision for determination of defect and replacement
or credit for these products shall be solely at the Company's
discretion.
NOTE : The existing
Company Containerized Shooting Range ("CSR") is provided to
Distributor on an "as is" basis. Company specifically disclaims any
maintenance, warranty or support obligations on the existing
CSR.
11. Product Availability
Company shall use its best efforts in
filling orders submitted by Distributor in a reasonable and timely
fashion. Company shall immediately notify Distributor of any known
or anticipated delays in filling new or previously entered orders
and the estimated duration of any delays so that Distributor may
fairly represent this information to existing or potential
customers. Under no circumstances shall Company be responsible to
Distributor or anyone else for its failure to fill accepted orders,
or for its delay in filling accepted orders, when such failure or
delay is due to strike, accident, labor trouble, acts of nature,
freight embargo, war, civil disturbance, vendor problems, or any
cause beyond Company's reasonable control.
12. Product Samples
It is not the policy of the Company to
provide or loan Product Samples to its Distributors. However, in
the exceptional case where a Product Sample is provided or loaned
to a Distributor, the following language shall apply: Any Product
Samples of the Products provided by Company to Distributor shall
remain the property of Company. Distributor shall have full
responsibility of keeping each Product Sample in proper operating
condition during the entire time the Product Sample is in the
possession of Distributor. Upon written notice from Company,
Distributor shall, within thirty (30) days, arrange for return of
each Product Sample to Company in good condition less reasonable
wear and tear.
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13. Additional Responsibilities of Distributor
A. Forecasts. Not later than the 15th
day of every month, Distributor shall provide Company with a three
(3) month rolling forecast of orders showing Products
requested.
B. Expense of Doing Business.
Distributor shall bear the entire cost and expense of conducting
its business in accordance with the terms of this Agreement.
C. Facilities. Distributor shall
provide itself wit
