EXHIBIT 10.14
*CONFIDENTIAL PORTIONS OF THIS AGREEMENT
HAVE BEEN OMITTED AND FILED SEPARATELY
WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
AGREEMENT
Made this 4th day of May 2005
BETWEEN:
DATIGEN.COM.INC
of 207 Piaget Av. Clifton, new jersey, USA
(hereinafter referred to as "DTGN")
AND:
E. SCHNAPP & CO. WORKS LTD
of 22 Shechterman, Netanya
(hereinafter referred to as "Schnapp")
WHEREAS
DTGN is the proprietor
of the exclusive
rights in the
product described in
appendix "A" hereto (hereinafter
referred to as "the product");
AND WHEREAS
Schnapp has ability and experience in marketing products in
the motor vehicle industries sphere and it is able to market
and distribute the product in Israel at a professional level;
AND WHEREAS the
parties wish to cooperate as provided herein with regard
to marketing the product in Israel;
THE PARTIES HAVE ACCORDINGLY AGREED AS FOLLOWS:
1. The recitals and
apendixes to this agreement constitute an integral part
hereof.
<PAGE>
2. DTGN hereby appoints
Schnapp the product's exclusive marketer in Israel,
subject to
Schnapp complying with the sales targets specified in this
agreement
and the other terms and conditions hereof. DTGN hereby
undertakes
not to directly and/or indirectly sell the product to others in
Israel.
It is
hereby agreed by both parties that in the event that DTGN
refers
customers
to Schnapp for the purpose of making a transaction at a price
agreed
upon in advance by Schnapp and it will be necessary to pay
commissions to intermediaries, such commissions shall be borne by
Schnapp.
3. This agreement shall
only apply to the State of Israel. Schnapp shall
refrain
from selling and/or marketing the product outside Israel in any
form or
manner, directly and or/indirectly, without obtaining written
approval
from DTGN. Schnapp shall refrain from selling the product to a
third party
knowing that the third party will sell the product outside
Israel.
4. This agreement is made
for a term of two years from the date of the
signing
hereof and Schnapp is hereby given an option to extend the term
of
the
agreement for a further year on each occasion, up to five years.
A
condition
precedent for exercising any option is that Schnapp shall in
aggregate
have complied with the sales targets of the first two years and
thereafter
with the annual sales targets that shall be specified below.
The
extension of the validity of the agreement, subject to the
aforegoing,
shall be
automatic, unless Schnapp gives prior written of 60 days of its
wish not
to extend it. In the event that written notice is given as
aforesaid,
DTGN shall be entitled to sell and/market the product, other
than in
accordance with this agreement, in any manner that DTGN deems
appropriate, but not prior to the termination hereof.
5. The parties hereby set
sales targets and only upon the fulfilment thereof
and
subject to clause 4 above shall Schnapp have an exclusive
marketing
right for
the product in Israel: *
The
provisions of this clause relating to quarterly sales shall
apply
mutatis
mutandis in each and every year.
_______________________
* Omitted pursuant to a request for
confidential treatment and filed separately
with the Securities and Exchange
Commission.
<PAGE>
In the
event that Schnapp does not comply with the sales targets as
provided
in this clause and in clause 4 above, DTGN shall be entitled to
terminate
the validity of the agreement, without Schnapp having any
claims
and/or
complaints of whatsoever description with regard to the very
termination of the agreement.
In
addition, Schnapp shall cease being exclusive marketer and
distributor
of the
product such that DTGN shall be entitled to market the product
in
any
manner, in its sole discretion.
6. Each year Schnapp
shall present the sales plan for the coming year to DTGN
for
approval.
7. For the purpose of
marketing the product, Schnapp shall activate all the
marketing
channels that appear to it to be appropriate.
8. Schnapp undertakes to
present a marketing, advertising and public
relations
plan for penetrating the product during the next 12 months -
including
an activity and manpower staffing budget for such purpose.
9. Schnapp warrants that
the goodwill that shall be created for the product
and for
DTGN in consequence of its operations is DTG
