July ●, 2012
COMPANY NAME
Dear Sirs:
Re:
Collaboration regarding Battery Collections and Publication and Dissemination of
Data for Quebec Municipalities
Recitals:
1.
Rechargeable Battery Recycling Corporation of Canada (“RBRCC”), which may
carry on business under the trade name Call2Recycle collects used batteries
throughout Canada for recycling.
2.
RBRCC has entered into an agreement with RECYC-Québec to put in place a battery
collection program in Québec (the “Program”).
3.
“COMPANY” and together with RBRCC, the “Parties” and each a “Party”) is a
diversified manufacturing company which also collects various materials for
recycling and component recovery including batteries.
4.
During the term of this Agreement, RBRCC wishes to expand its collection network
to include COMPANY and refer to COMPANY as an affiliate, partner, agent or
service provider or such other similar or analogous term of RBRCC on the terms and
conditions set forth in this Agreement.
For good and valuable consideration, the sufficiency of which is hereby acknowledged, the
Parties agree as follows:
1.
Recitals Correct
The recitals referenced above are true and correct and form part of this Agreement.
2.
Collection of Batteries
(a)
COMPANY will continue to collect batteries from municipalities and existing
collection sites within Québec, and will use its best efforts to increase the number
of municipalities within it collects batteries from. Subject to section 2(c),
RBRCC shall not collect batteries from any municipalities located in Québec.
(b)
RBRCC will collect batteries from any other type of collection site within Québec
other than municipalities with the exception of existing COMPANY collection
sites.
(c)
The parties agree to periodically review mutual collection sites in order to ensure
the most efficient collection of batteries.
3.
Use of Collected Battery Data
In exchange for the sum of $1.00 per year paid by RBRCC to COMPANY, for so long as this
Agreement remains in place, RBRCC may include the details of any collection data in any
reports it submits to RECYC-Québec pursuant to the Program or in any other report or document
which may be made available to any other third party and reference such collection data as that
of, through or with an affiliate, partner, agent or service provider or such other similar or
analogous term of RBRCC. Furthermore, RBRCC may refer to COMPANY as an official
collection affiliate in connection with the Program, and COMPANY may refer to itself as an
official collection affiliate of RBRCC.
4.
Battery Collection Fees
In addition to the Data Fee, during the term of this Agreement, RBRCC shall pay to COMPANY
a specified price per pound/kilogram for the batteries which it collects in accordance with section
2(a) (the “Collection Fee”). From the Effective Date until June 30, 2013, the Collection Fee
shall be $.35 PER KILO subject to a minimum volume/weight. The Collection Fee will be
revisited by the Parties in good faith each year and such fees may be adjusted each year effective
July 1 of such year for the 12 month period between July 1 up until June 30 of the following
year. The adjustment, if any will be based on reviewing market conditions for the cost of
transport (such as the CAA published information, etc.). It is expected that the annual increase
will not exceed any increase in Canada’s Consumer Price Index for the 12 months prior to the
date of such increase. However, the parties agree to review any extraordinary marketplace
factors and to adjust in good faith the fee as necessary based on mutual consent.
5.
Company Names and Logos/Ownership of Property
Each Party grants to the other Party a royalty free license to use such Party’s names and
trademarks as may be required or desirable to give effect to the terms of this Agreement,
provided that such license shall automatically be revoked upon the termination of this
Agreement. Except as expressly provided for in this Agreement, no other rights of any kind are
granted by one Party to the other, including without limitation no rights are interests are granted
in any customer lists, confidential information, or no license or permit which may be held by
either Party may be relied upon in any way whatsoever without the express written consent of the
holder of such property, and/or the grantor of any such license or permit, as the case may be.
6.
Non-Solicitation
For so long as this Agreement remains in place, neither Party will induce any person who is an
employee, agent, salesperson, contractor, customer, supplier or dealer of the other Party and for a
period of six months thereafter, to leave, to stop selling to, or stop buying from, the other Party
or otherwise cease dealing with the other Party.
7.
Other Services
Concurrently with the execution of this Agreement, RBRCC and COMPANY shall enter into a
separate agreement, whereby RBRCC engages COMPANY for the sorting of batteries collected
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within the Province of Québec and may also include the sorting of batteries collected by RBRCC
in other Provinces.
8.
No Joint Venture/Partnership
Neither Party nor any agent or employee of either Party shall be regarded as an agent or
employee of the other. Nothing herein shall be construed as providing to either Party the right to
control the other in the conduct of its employees or business nor the authority to make any
promise, guarantee, warranty or representation which will create any obligation or liability
whatsoever, whether express or implied, on behalf of the other. RBRCC and COMPANY are
not joint venturers or partners and any reference to any partnership between such Parties is
expressly for the purposes provided for in this Agreement.
9.
Non-Exclusive
The terms of this Agreement are non-exclusive and each Party may enter into similar agreements
with other parties, provided that during the term of this Agreement: (i) COMPANY may not
grant to any other person rights similar to what are granted in favour of RBRCC pursuant to
section 3 of this Agreement; and (ii) COMPANY may not collect batteries within Québec except
from municipalities or existing approved collection sites.
10.
Termination
The term of this Agreement shall be five years commencing on July 15, 2012 (the “Effective
Date”), thereafter it may be extended for further five year periods upon the mutual agreement of
the Parties. Either party may terminate the agreement at any point in time by providing 180 days
written notice. Notwithstanding the foregoing: (i) this Agreement will automatically terminate
upon the termination of RBRCC’s participation in the Program, (ii) RBRCC may terminate this
Agreement at any time if: (A) COMPANY fails to comply with any applicable laws, regulations,
ordinances or other governmental proclamations; (B) COMPANY is not in compliance with the
Program or any of its requirements; or (iii) either Party may terminate this Agreement upon not
less than 180 days prior written notice to the Party.
11.
Indemnity
Each party will indemnify (the “Indemnifying Party”) and save harmless the other party and each
of its officers, directors, employees, and agents (collectively, the “Indemnified Party”) from and
against all actions, suits, claims, damages, fines, executions, and demands which may be brought
against the Indemnified Party by reason of (i) any breach of this Agreement (ii) failure to comply
with any applicable law by the Indemnifying Party, or (iii) any physical injury, death or damage
to property which the Indemnified Party may suffer as a result of the Indemnifying Party, in each
case, including but not limited to reasonable solicitor fees and any charges or fines imposed by
any regulatory authority.
12.
Entire Agreement
This Agreement constitutes the entire agreement between the Parties, and supersede all prior
agreements, understandings, representations and warranties, negotiations and discussions,
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whether oral or written, and course of conduct and dealing between the Parties relating to the
subject matter of this Agreement.
13.
Further Assurances
Each of RBRCC and COMPANY shall, with reasonable diligence, do all such things and provide
all such reasonable assurances as may be required to consummate the transactions contemplated
by this Agreement, and each Party shall provide such further documents or instruments required
by any other Party as may be reasonably necessary or desirable to effect the purpose of this
Agreement and carry out its provisions, whether before or after the implementation of the
Program.
14.
English Language
The Parties confirm that it is their wish that this Agreement, as well as any other documents
relating to this Agreement, have been or shall be drawn up in the English language only. Les
signataires confirment leur volonté que la présente convention, de même que tous les documents
s’y rattachant, y compris tout avis, annexe et autorisation, soient rédigés en anglais seulement.
15.
Governing Law
This Agreement will be governed by and construed in accordance with the laws of the Province
of Québec and the federal laws of Canada applicable in the Province of Québec.
Yours very truly,
RECHARGEABLE BATTERY RECYCLING
CORPORATION OF CANADA
Per:
Name:
Title:
Acknowledged and agreed to as of this ____ day of July, 2012.
COMPANY
Per:
Name:
Title:
#1907361 v2
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