Exhibit 10.3
This licensee agreement is between
L R Global Marketing Pty Ltd ACN 097443082
As trustee for Fit For Business Australia/New Zealand Trust ("the Applicant")
and
Fit For Business (Australia) Pty Ltd ("the Company")
ABN 96 085 568 672
1. Acceptance. Upon acceptance of this agreement by L R Global Marketing Pty
Ltd as trustee for Fit For Business Australia/New Zealand Trust (the Applicant),
and "Fit For Business" ("the company"), the undersigned applicant has the right
to represent Fit For Business the company the Fit For Business program in the
marketplace, in the way it was intended by the company in the Country specified.
2. Representation. This entitles the applicant to represent Fit for Business
as a Licensee in Australia and New Zealand. The applicant will agree to adhere
to all Fit For Business standards and systems in its entirety including all
Quality Assurance requirements Privacy Policy and Code of Conduct, which may be
issued from time to time by Fit For Business. All advertising must be approved
by Fit For Business. Applicants must also maintain the integrity of the Fit For
Business Marketing Plan.
3. Right of Ownership. Under this agreement any contracts secured by the
applicant will then become the property and responsibility of the company to
implement and maintain, with the assistance of the applicant It is agreed the
company will service and maintain ail contracts secured by the applicant. ("as
per Fit For Business Training Manual)
4. Permission. This agreement gives permission solely to the applicant to use
the Fit For Business logo and materials in the pursuit of contracts from
prospective companies.
5. Confidentiality Agreement. The applicant agrees to adhere to the
confidentiality agreement, and agrees to obtain signed confidentiality
agreements from any other individual to whom he discusses the company and its
objectives other than companies with which he is negotiating.
6. Licensing Fee. The applicant agrees to pay the company a licensing fee of
US$5OO,OOO/licence/country.
7. Term. This agreement will be deemed to have commenced on the date appearing
at the bottom of the last page and will continue for the duration of 10 years,
or unless terminated beforehand pursuant to clause 9 (Termination)
8. Return. In response, the company agrees to issue the applicant 500,000
restricted shares @US.50cents. Upon sale these shares are to be offered back to
Fit For Business for first right to purchase. This agreement also entitles the
applicant to participate in licensing bonuses (to be determined). The applicant
is also invited to sit on the Management Team.
9. Termination. This Agreement will be terminated if any of the following
occur:
a. The company gives in their absolute discretion gives written notice of
immediate termination to the applicant, in the event that the company have
reasonable grounds for believing that the applicant has breached any provisions
of this agreement or any part of the Fit For Business confidentiality agreement.
b. The company in their absolute discretion gives one month's written
notice of termination to the applicant, which it is agreed shall be sufficient
notice.
10. The Applicant's Obligations on Termination. The applicant acknowledges that
if the agreement is terminated for any reason, the company shall not be liable
for any incidental or consequential damaged caused by their breach, cancellation
or suspension of this agreement, whether or not the company knows the
possibility for such damages. On termination the application must
a. Ensure that any obligations under any Fit For Business contracts are
transferred to Fit For Business, so that no damage is done to the Fit For
Business reputation.
b. Return to the company all materials relating to Fit For Business
11. No disclosure after termination. For a period of 3 years after termination
of this Agreement, the applicant will hold in confidence any trade secrets,
formulas, sales and distribution systems, business information and literature
which the Owners acquired during the term of this Agreement in relation to the
Fit for Business program and will not use directly or indirectly such items.
12. Indemnity. In consideration of the acceptance of the applicant, the
applicant covenants that he will not make any unauthorised statements, claims or
representations about the Fit for Business program and agrees to indemnify and
hold the Company safe from all liability or costs and proceedings of damages
suffered by the Company arising from any breach of this Agreement by the
applicant;.
13. No assignment. This Agreement may not be assigned without the written
consent of the Company, which consent can be withheld by the Company in their
absolute discretion.
14. Agreement binds successors. This Agreement is binding on and endures for
the benefit of the parties and their respective heirs, executors,
administrators, successors and assigns.
15. Governing Law. The laws of the particular State in Australia where this
Agreement is made govern this Agreement.
Dated at Brisbane this 25th day of August 2004.
Application accepted on behalf of the Applicant.
/s/ Laraine Richardson /s/ Dianne Waghorne
...................................... .....................................
Applicant's Signature Applicant's Signature
/s/ Linda Tyrell /s/ Linda Tyrell
...................................... .....................................
Witness Witness
Application accepted on behalf of the Company.
/s/ Mark Poulsen
......................................
Fit For Business Representative
/s/ Linda Tyrell
......................................
Witness
Appendix A
Payment details
Licensing fee US$500,000
To be paid as follows:
1. AUD $100,000 to be paid on or before 25/08/04
2. AUD $100,000 to be paid on or before 30/09/04
3. Balance of AUD $500,000 due on or before 31st December 04
(Exact figure to be based upon US exchange rate on day)
All monies to be deposited to:
Fit For Business (Australia) Pty Ltd
BSB 084255
Account 539883329
/s/ Laraine Richardson /s/ Dianne Waghorne
...................................... .....................................
Applicant's Signature Applicant's Signature
/s/ Linda Tyrell /s/ Linda Tyrell
...................................... .....................................
Witness Witness
Application accepted on behalf of the Company.
/s/ Mark Poulsen
......................................
Fit For Business Representative
/s/ Linda Tyrell
......................................
Witness