REGIONAL JOINT VENTURE AND LICENSE
AGREEMENT
THIS AGREEMENT is made the 7th day of February, 2000.
BETWEEN:
TRG Systems Limited as Trustee
#30 13340 116th Ave., Surrey, British Columbia
A company incorporated under the laws of British Columbia,
in the Dominion of Canada, acting as
trustee for a blind trust, herein after to be referred to as "the Licensor".
AND
Pacific Telco Limited
C/O Adams & Company, Lolum House, Kumal Highway, Port Vila, Republic of Vanuatu
A company incorporated under the law of the Republic of Vanuatu,
herein after referred to as the "Licensee"
WHEREAS:
A. The intellectual property more particularly described in Schedule A hereto
("the intellectual property") provides inter alia affordable technology
that delivers voice, data, fax, Internet, video conferencing and data
transfer in locations which are difficult to access due to lack of
telecommunications infrastructure.
B. The licensor is the owner of the rights to promote, manufacture, market,
sell, supply and install the intellectual property more particularly
described in Schedule A hereto in the area more particularly described in
Schedule D.
C. The licensor has the expertise to install, administer, manufacture, market
and supply the intellectual property which is described in Schedule A
hereto, and
D. The Licensee wishes to promote, market, manufacture, sell, supply and
install the intellectual property which are listed in Schedule A hereto in
the areas listed in Schedule D hereto.
E. The Licensee wishes to joint venture with third parties in the various
countries listed in Schedule D for the promotion, manufacture, marketing,
sale, supply and installation of the intellectual property described in
Schedule A hereto
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F. The promotion, marketing, manufacture, sale, supply and installation of the
intellectual property listed in Schedule A hereto as hereinafter referred
to as "the business".
NOW THIS AGREEMENT WITNESSETH that in consideration of the agreements and
promises set out in this agreement, the parties hereto hereby agree as follows:
1. GRANT OF LICENCE
1.1 The licensee agrees to purchase from the licensor a principal earth station
and all subsequent ground stations to service the market for the regions.
1.2 The Licensee will pay to the Licensor such amounts which are set out in
Schedule B hereto for time use on the system described in Schedule A
hereto.
1.3 The licensor hereby, grants to the Licensee, an exclusive License to carry
on the business in the areas and places and countries described in Schedule
D hereto.
2. OTHER ASSISTANCE
2.1 As soon as practicable following the execution hereof the licensor shall
provide to the Licensee appropriate operations manuals to enable, the
licensee to carry on the business. A list, of the current appropriate
operations manuals which shall be inspected by the Licensee will be annexed
hereto and listed in Schedule C to this Agreement of License.
2.2 The Licensor shall provide to the Licensee, all information on all
improvements and technological advances to the intellectual property
described Schedule A at all times during the term of this agreement at cost
plus 20%.
2.3 The licensor will provide such technical advice in relation to the
intellectual property as may be requested by the Licensee at cost + 20%.
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14. MISCELLANEOUS
A. All taxes and duty payable on this agreement shall be included as part of
the product cost.
B. If any of the undertakings or agreements given by the parties hereto are
invalid or unenforceable for any reason such invalidity or unenforceability
will not affect the validity or unenforceability or any other of the said
undertakings or agreements.
C. For the purposes of this agreement taxes and duties payable shall be
excluded from the cost +20% formula except where said taxes are applicable
to ongoing transmission charges.
D. Any dispute between the parties arising out of or in connection with this
agreement which cannot be settled amicably will be transferred and settled
finally by arbitration in accordance with the Commercial Arbitration Act of
British Columbia and such arbitration will be held in Vancouver, British
Columbia.
15. INTERPRETATION
In this agreement
a. "person" means person or corporation
b. Words importing the singular number will be deemed to include the plural
number and visa versa
c. Words importing any gender include every gender.
d. A reference to writing includes printing or any other means of reproducing
words in a visible form.
e. The headings are included for convenience only and shall not affect the
interpretation hereof.
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f. The law of the Province of British Columbia, in the Dominion of Canada,
applies to this agreement and to its interpretation.
IN WITNESS WHEREOF the parties have set their hands on the date above mentioned.
/s/ [ILLEGIBLE] /s/ TODD WHORLEY
------------------------------------ --------------------------------------
Witness Todd Whorley President
TRG Systems Limited Trustee
/s/ TODD WHORLEY
--------------------------------------
"I have the authority to bind the
Corporation."
/s/ [ILLEGIBLE] /s/ JOHN STEWART WHALEN
------------------------------------ --------------------------------------
Witness John Stewart Whalen President
Pacific Telco Limited
/s/ JOHN STEWART WHALEN
--------------------------------------
"I have the authority to bind the
Corporation."
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Schedule A
VIP SATNET SYSTEM DEFINITION
This "VIP SATNET" System is defined as being the proprietary engineering,
programming, routing system, architecture and integration of OEM equipment that
creates and operates the VIP SatNet Satellite Communications Network, being the
invention and property of TRG Systems Limited.
1. Description
The "VIP SatNet Communications Network" technology consists of:
1. System Programming - The software enabling Dynamic Allocation of
Transmission Spectrum (DATS).
2. Routing System - The Routing Scheme enabling a fully meshed dynamic
transmission environment with Absolute Private Network (APN) return path.
3. Architecture and Integration - The network design combining broadcast and
FDMA (Frequency Division Multiple Access) technologies and the Integration
of the custom configured OEM equipment which facilitates a dynamic, private
full featured network.
2. Caveat
The parties agree a more detailed description of the VIP SatNet System will be
provided to the Licensee upon consummation of this agreement by the payments
outline in Schedule B.
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Schedule B
CONSIDERATION
This agreement may be terminated by the Licensor in the event the Licensee fails
to pay to the Licensor the License fee, defined herein within sixty days of the
date of this agreement and within ninety days of the date of this agreement
fails to submit to the Licensor a purchase order for an earth station to be
placed in the Australasian Region pursuant to the following payment program.
(1) $250,000 upon submission of Purchase Order
(2) $250,000 upon certified completion and testing of
system
(3) $200,000 upon F.O.B. (Freight on Board)
(4) $50,000 upon site installation and operational test.
Notice of termination shall be in written form delivered to the Licensee by way
of fax to 612-93315212.
It is hereby acknowledged by the parties that:
1. License Fee
Shall be a one time fee of $250,000.00
2. Earthstation Australasian Region
The Licensee shall order and pay for a operational earthstation complete
and a mobile remote station complete based on a standard unit price of
$750,000.00, specific to the needs and requirements of the region and
jurisdiction specified by this agreement pursuant to the requirements of
the said jurisdiction.
4. Regional Fees
The Licensee shall pay a further license fee of $25,000.00 for each
additional country listed in Schedule D with the exception of the Peoples
Republic of China as defined in Schedule D, where an additional license fee
of $100,000.00 per Province shall be payable upon the submission of a
purchase order for a ground station is submitted to the Licensor.
5. Funding
All funds due pursuant to this agreement shall be in Canadian Funds.
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Schedule C
Operations Manuals
Technical Establishment Manuals
The Licensor and Licensee shall jointly prepare a set of establishment manuals
in sufficient detail to effect a timely and cost efficient establishment
program.
Technical Operations Manuals
The Licensor and Licensee shall jointly prepare a set of technical operations
manuals in sufficient detail to effect an ongoing professional and documented
procedural and management system.
Business Development Startup Manuals
The Licensee shall provide a standard set of administrative and marketing
manuals at the Licensee's cost.
Implementation of Manual Preparation Program
The parties agree that the finalization of draft manuals for the joint approval
of the parties shall commence upon receipt of payment of the license fee
referred to in schedule B of paragraph 1 of this agreement.
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Schedule D
1. Documentation Approval
TRG Systems as Trustee reserves the right to approve all sub distributorship
documentation and such approval shall not be unreasonably withheld.
2. Areas Addressed
1. Peoples Republic of China including Province of Taiwan and Special
Administrative zones of Hong Kong and Macau
2. Australia and designated Pacific Ocean Territories
3. New Zealand including territories of Takelau and self governing territories
of the Cook Islands.
4. Papua New Guinea
5. Fiji Islands
6. Solomon Islands
7. French Polynesia
8. New Caledonia
9. Republic of Vanuatu
10. Independent State of Samoa
11. Guam
12. Tonga
13. Kiribati
14. Marshall Islands
15. American Samoa
16. Commonwealth of the Northern Mariana Islands
17. Republic of Nauru
18. Commonwealth of Tuvalu
19. East Timor
20. All countries which are substantially in the southern hemisphere which are
not particularly mentioned above.
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