EXHIBIT 18
Memorandum of Understanding for Exclusive Licensing Rights for RENT GARD Service
Corp.
BETWEEN
Rent Gard Corp.
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
("Rent Gard")
And
▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
("▇▇▇")
The Parties herein wish to enter into a binding agreement, wherein RENT GARD
grants to ▇▇▇ the exclusive rights to the services defined herein in those
states specifically addressed herein.
Both Parties herein acknowledge that ▇▇▇ is executing this Agreement, as Trustee
for a company (the "Company") to be incorporated. It is specifically agreed and
understood that ▇▇▇ has the unfettered right to transfer any and all rights it
has pursuant to this Agreement to COMPANY.
In consideration of ▇▇▇ transferring the sum of $500,000.00CDN (the
"INVESTMENT") into Rent Gard, Rent Gard agrees to the following:
1. Rent Gard agrees that the Investment consists of two components, mainly
(a) $500,000.00 CDN shall be allocated towards the purchase of the
exclusive Rent Gard Service contract as outlined below:
(i) $200,000.00 shall be allocated towards the purchase
of the exclusive Rent Gard Service contract for the
Province of Ontario.
(ii) $100,000.00 shall be allocated towards the purchase
of the exclusive Rent Gard Service Contract for the
Province of Quebec.
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(iii) The balance of $200,000 to be allocated towards the
purchase of the exclusive Rent Gard Service Contract
for the balance of the Canadian Provinces in which
the Rent Gard Service will be available.
(b) ▇▇▇ further agrees to pay Company $20.00CD per application
after the first 300,000 application processed by ▇▇▇ in said
Territory.
(c) Payments shall be made as follows:
i. Payment of the sum of $100,000.00 on or before June
30, 2003.
ii. A further payment of the sum of $100,000 on or before
August 30, 2003.
iii. A further payment of the sum of $100,000 on or before
October 30, 2003.
iv. A further payment of the sum of $100,000 on or before
December 30, 2003.
v. A further payment of the sum of $100,000 on or before
March 30, 2004.
(d) The Parties agree that should ▇▇▇ not fulfill all of the
payments as outlined in section 1(c) above, then any and all
payments advanced by ▇▇▇ to Rent Gard shall be considered a
deposits by ▇▇▇ to Rent Gard, and there shall be allocated
first towards the purchase of Ontario, secondly towards the
purchase of Quebec, and thirdly towards the purchase of
balance of the Provinces of Canada.
2. $100 Service Contract for Rental Unit Inspection. The service contract when
completed will require Roy's company to inspect a rental unit that has been
approved for Rental Guarantee Insurance underwritten by Rent Gard Corp and one
of it's underwriters. The inspection will require a physical review of the
rental unit including the completion of an inspection form and the taking of
digital prints of any damage. The inspection form and the digital prints will be
downloaded on a data base site to be provided by Rent Gard Corp. Rent Gard
agrees to reimburse ▇▇▇ the sum of $100 per file of such services. In addition,
Rent Gard will provide ▇▇▇ with a list of pre-approved companies to conduct said
unit inspection. Rent Gard further agrees that should Rent Gard charge the
customer an amount greater than $299 then Rent Gard agrees to increase the
compensation herein by 25% of the said charged by Rent Gard to the customer.
3. $99 Service Contract for Credit Check. Roy's group will be required to
complete a credit check on each prospective tenant that is being offered the
rental unit by the landlord who has requested the coverage. The credit check
will require a review of the Fair Fine and/or Beacon score and confirmation of
veracity of the tenants' financial
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condition. This will require a physical confirmation of the tenants employment
and/or confirmation of income. Information on the client will be downloaded into
the Database site operated by Rent Gard Corp. Rent Gard shall provide ▇▇▇ with a
list of companies approved by Rent Gard to conduct such credit checks. Rent Gard
shall reimburse ▇▇▇ the sum of $99 per file for such service. Rent Gard further
agrees that should Rent Gard charge the customer an amount greater than $299
then Rent Gard agrees to increase the compensation herein by 25% of the said
increase charged by Rent Gard to the customer.
4. Rent Gard agrees to reimburse ▇▇▇ the amounts outlined in paragraph 2 and 3
above within 5 business days from receipt of said funds by Rent Gard.
5. In the event that the tenant becomes delinquent on payment and a landlord
makes a claim Roy's group will provide collection services to Rent Gard Corp to
recover unpaid rent from the tenant. This will also include the collection in
the event the tenant has caused damage to the rental unit. Fee(s) and costs will
be determined on a state-by-state basis. Rent Gard will provide a pre-approved
list of companies to conduct such collection. Should ▇▇▇ incur any said
collections, ▇▇▇ will be entitled to deduct the amount of expenses incurred from
the amount collected prior to forwarding said amount collected to Rent Gard.
7. Rent Gard further agrees to compensate ▇▇▇ the sum of .15% of the premium
amount collected by Rent Gard to assist in the offsetting of Marketing Expenses
incurred by ▇▇▇. Said premium rebate will only be paid to ▇▇▇ from premium
revenue arising from those states owned by ▇▇▇.
8. The term of this understanding will be for a period of 10 years renewable
under no change in terms, provided that ▇▇▇ is in Good Standing at the time that
the renewal is exercisable. A long form Licensing Agreement will be completed on
or before July 30, 2003. Funds must be deposited with the Canadian solicitor for
Rent Gard Corp., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLB.
9. Rent Gard further agrees to allow ▇▇▇ to use the name "Rent Gard" in any and
all States owned by ▇▇▇ during the term of this Agreement for the consideration
of $1.00 per year.
10. Both parties acknowledge that said Agreement was drafted by ▇▇▇▇▇▇ ▇▇▇▇▇,
Esq. Who for the purpose of this Agreement does not represent either party. Both
▇▇▇ and Rent Gard have veen advised by ▇▇▇▇▇▇ ▇▇▇▇▇, Esq. To seek independent
leage advice prior to executing said agreement.
11. The Parties herein agree that all funds will be considered advanced and
timely made when said funds are deposited with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLB. at Royal
Bank of Canada, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, Bank N0. 003, Branch No.
5282, Account Number ▇▇▇▇▇▇▇, Account Name ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇.
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The Execution of this Agreement represent that both ▇▇▇ and Rent Gard have
obtained independent legal advice, or have waived the right to do so.
This Agreement may only be modified in writing and executed by both Parties in
the presence of two witnesses.
This Agreement is binding on all parties, and will be interpreted pursuant to
the Laws of the State of Florida.
EXECUTED this 19th day of June, 2003.
Agreed by all parties:
Witness: Rent Gard Corporation
/s/ [ILLEGIBLE] /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------- --------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
CEO
/s/ [ILLEGIBLE] /s/ ▇▇▇ ▇▇▇▇▇▇▇
--------------------------- -----------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇ (for and on behalf of a
company to be incorporated)
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