ROYALTY AGREEMENT
THIS AGREEMENT made this 14th day of September, 2000, by
and through its General Partner and authorized representative, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇ ▇▇▇▇ of TIGER TRADING, LTD. (hereinafter known as TTL), a limited
liability company organized and existing under the laws of the State of Ohio,
with its principal office at, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇. #▇ ▇▇▇▇▇ #▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ and AFFILIATED RESOURCE CORPORATION and its
subsidiaries including but not limited to CHEMWAY (hereinafter known as
AFFILIATED), a corporation organized and existing under the laws of the State
of Texas, with its principal office at ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇.
WHEREAS ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ the representative of TTL has
brought together AFFILIATED and JORDAN GRAND PRIX LIMITED
(hereinafter known as JGPL), a limited liability company with its principal
business at ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ NN128T J, in a
business arrangement in which AFFILIATED agrees to the terms of
consideration described in paragraph (1) hereof this agreement.
WHEREAS AFFILIATED is the manufacturer and producer of a
collection of automobile aftermarket fluids and performance products which will
be sponsored and promoted by the JORDAN RACE TEAM.
NOW, THEREFORE, in consideration of the mutual covenants of this
Agreement, the parties hereto have agreed and do hereby agree as follows:
(1) AFFILIATED and its subsidiaries including but not limited to CHEMWAY
grants and agrees to pay ▇▇▇▇▇▇ ▇. ▇▇▇▇ and TTL exclusive royalties
of five-percent (5%) of all gross sales in the entire WORLD for all products
used, purchased and/or produced by AFFILIATED for the benefit of JGPL and
any future products manufactured, produced, marketed, sponsored, promoted
and distributed pursuant to the contract between AFFILIATED and JGPL. The
royalties to ▇▇▇▇▇▇ ▇. ▇▇▇▇ and TTL shall be paid on a quarterly basis within
thirty (30) days after the first day of the month commencing on ______, 2000
(In conjunction with payments received under the Jordan Contract)
Quarterly payments will continue in _____, ______, and _____ of
each year for the life of the products. All royalties due from sales generated
in other countries and in the United States must be paid in US dollars.
(2) AFFILIATED agrees to honor the terms prescribed in paragraph (1 )
hereof for the thirty-six (36) months that it is bound by the contract with JGPL
and an additional seven (7) months prior to the official launch of the products
in the United States. Upon renewal of the contract between AFFILIATED and
JGPL, this agreement, which protects the interest of TTL, will automatically be
renewed. Any revisions made to the existing contract or the renewal must be
mutually agreed upon by TTL and AFFILIATED. The renewed contract at the
end of the forty-two (42) months will reflect any modified time limit agreed
upon by AFFILIATED and JGPL.
(3) For the purpose of computing royalties, all products shall be
considered sold when delivered or when paid for, if paid for before delivery,
it being understood, however, that upon mutual expiration of this Agreement, all
shipments made on or before the date of such termination, which have not
been billed out previously shall be considered as sold and therefore subject to
royalty. AFFILIATED shall use its best effort to collect monies from its
affiliates promptly.
(4) AFFILIATED agrees to make quarterly, written reports to TTL at its
office at Brecksville, Ohio, within thirty (30) days after the first day of
January, April, July and October of each year for the life of the
product.
(5) AFFILIATED agrees to keep true and accurate records showing the
number of products sold hereunder in sufficient detail to enable the royalties
payable hereunder by AFFILIATED. Furthermore AFFILIATED agrees to permit
its pertinent records to be examined during business hours. Such examination
shall be made to the extent necessary but in no event more often than twice a
year and for the sole purpose of verifying the reports provided for in paragraph
(4) hereof and shall be made at the expense of TTL and by an auditor
appointed by TTL to whom AFFILIATED has no objection. Such auditor shall
agree to maintain any of AFFILIATED'S customers' secret, and TTL shall
maintain in confidence the information conveyed to it hereunder by such auditor
except insofar as it may be necessary for TTL to disclose such information to
enforce its rights hereunder.
(6) Should AFFILIATED at any time default in the payment of any royalty
or the making of any report hereunder, or commit any breach of agreement
herein contained, or make any false report, and fail to remedy any such default
or breach within thirty (30) days after written notice thereof by TTL, TTL may
file a cause of action on account of any such default or breach to seek remedy
and
shall be entitled to its reasonable attorney fees and court costs in addition to
any award received.
(7) This Agreement shall be binding upon the successors in business
and assignee of TTL, and upon the successors in business of AFFILIA ▇▇▇, but
shall not be assigned by AFFILIATED without the consent in writing of TTL
first. Any attempt to assign without TTL approval will be void.
(8) This Agreement and all matters in issue related hereto shall be
generally bound by the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
duplicate (and caused their respective corporate seals to be affixed) as
of the day and year first above written.
ATTEST: TIGER TRADING LTD.
______________________ By: ___________________________________
▇▇▇▇ ▇▇▇▇▇▇ Tiger Trading
ATTEST: AFFILIATED RESOURCE CORPORATION
______________________ By: ____________________________________
