Exhibit
10.4
EXCLUSIVE DISTRIBUTORSHIP
AGREEMENT
This exclusive
distributorship agreement (hereinafter: Agreement )
has been entered into by and between
TOTH Attila,
1237 Budapest, Nyír u. 30. 1/12., Hungarian citizen,
hereinafter: PRINCIPAL ), on the one
hand,
VIDATECH
TechnolOgiai KutatO,
Fejlesztő és SzolgáltatO Korlátolt
Felelősségű Társaság
(head office: 1095 Budapest,
Soroksári út 94-96.; registered by the [Budapest]
Metropolitan Court as Court of Registration under No. 01-09-870107,
represented by: KUN Dániel, Managing Director; hereinafter:
AGENT ), on the other hand
(referred to
hereinafter separately as Party and collectively as Parties) at the
date stated hereinbelow.
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The Principal
is possessing the rights related to the distribution of the product
subject to the Agreement;
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The Principal
is entitled to use and utilise the Product and to assign the rights
related thereto, the Patent is not encumbered by the claim of any
third party;
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The Agent is
dealing with the utilisation of patents,
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The Parties
agreed this day under the following terms and
conditions:
I.
Definitions used in the Agreement
Plan
Documentation shall be interpreted by the Parties as the full
technical description and design of TothTelescope.
Measurement
Units shall be interpreted by the Parties as the metric
system.
II.
Objective of the Agreement
The objective
of this Agreement shall be that the Principal assigns the exclusive
distribution right relating to the telescope named PUT 1.0
(hereinafter: Product) to the Agent for the purpose that the Agent
manufactures the Product, has it manufactured, utilises it in
manufacturing processes, acquires purchase orders, satisfies market
demands, searches for manufacturing partners and subcontractors and
finances the costs to be incurred with the involvement of venture
capital. In the framework of further cooperation the development of
the basic Product, the industrial rights protection, patents,
product developments should by financed by venture capital.
Furthermore, the Agent may potentially transfer the exclusive right
of utilisation to a third party and the Parties should
proportionately share in the fees payable by such third
party.
Furthermore,
the Agent undertakes to establish an Internet-based, so-called
e-commerce sales system for the sales of the Product, undertakes to
maintain and develop it and to organise the satisfaction of the
purchase orders received.
III.
Subject-matter of the Agreement
Based on the
Agreement the Principal grants a licence for the sales and
utilisation of the Product and the Agent shall pay a fee for this
licence.
IV.
Handover - takeover of rights
1. What
will be covered by the assigned right?
The Agreement
shall cover all methods and extents of utilisation for 1 (one) year
reckoned from signature, without any territorial
restriction.
The Principal
shall warrant during the full term of the Agreement that no third
party has any right preventing or restricting the
utilisation.
2.
Exclusivity, transferability
On the basis of
the express agreement of the Parties the Agent acquires, by this
Agreement, an exclusive right for the utilisation of the Product
and the Parties expressly exclude that the Principal himself or any
other third party should utilise the Product.
The Parties
expressly agree that the Agent will be entitled to assign the
rights embodied and transferred through this Agreement to any third
party, and/or to grant a right of use to any third party without
any further permission or consent.
3.
Obligation of training
The Principal
shall inform the Agent as user on any possible rights and important
circumstances relating to the Product and transfer the economic,
technical and organisational know-how and experience related to the
implementation of the invention.
In case of the
assignment of the rights to a third party the Principal will be
charged by the obligation set out in this Clause towards such third
party. The Principal as trainer will be responsible for the success
of the training.
The Parties
will proceed for the sake of the registration of this Agreement in
the patent register kept by the Hungarian Patent Office. In the
framework thereof they will request the recording of an exclusive
licence of utilisation for the benefit of the Agent.
The Principal
undertakes the obligation to make and/or to obtain the declarations
required for the Principal’s being recorded in the patent
register, furthermore, he will make all legal acts, which are
required for the acquisition of right by the Agent and the
performance of which will be possible for the Agent without
undertaking any or materially big difficulties.
5.
Starting date of utilisation
6.
Consideration, compensation
40%, say forty
percent of all revenues due to the Agent in consequence of the
utilisation of the Product (including the fees payable by the third
party, if the Agent assigns the exclusive right of utilisation to a
third party) shall be due to the Principal, as gross licence fee,
i.e. based on the express agreement of the Parties the licence fee
shall include the amount of the general turnover tax [VAT] payable
and also that of the deductible taxes and other public
dues.
All costs in
connection with the utilisation of the Product and/or with the
assignment of the related rights (expenditures in the nature of
materials and in personal nature, out-of-pocket expenses, fees,
stamp duties, etc.) shall charge the Agent.
The costs
related to the manufacturing activity connected to the Product, to
the manufacturing processes and to the sales of the Product shall
be borne jointly by the Parties, i.e. in
