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
THIS DEED is made on the 14th day of JUNE, 2005
This extension of time to pay licensing fee deed is between
FIT FOR BUSINESS AUSTRALIA PTY LTD (ABN 96085568672) FIT FOR BUSINESS
INTERNATIONAL, INC. (their successors and assigns jointly and severally "FFBI")
AND
LR GLOBAL MARKETING PTY LTD, (ACN 097443082), an Australian Corporation acting
as trustee for Fit For Business Australia/New Zealand Trust (the "trust"). The
Director of LR Global Marketing Pty Ltd, Laraine Richardson and the Company
Secretary Dianne Waghorne, and the beneficiaries of the trust Laraine Richardson
and Dianne Waghorne (their successors and assigns jointly and severally "LR
Global")
Whereas
1. L R Global Marketing Pty Ltd as trustee for Fit For Business
Australia/New Zealand Trust (the Applicant), and "Fit For Business"
("the company"), executed a licensing agreement on the 25th of August
2004 for the right to represent the Fit For Business program in the
marketplace; and
2. The licensing fee of U5$500,000 was due and payable by the applicant
in total on or before 31st December 2004; and
3. The applicant had paid AUD$165,000 on the 4th January 2006; and
4. That the remainder of the license fee being; the license fee of
USD$500,000; less; the part payment of AUD$165,000 would be due and
payable as at the 31st of May 2005; and
it is now agreed:
5. L R Global Marketing Pty Ltd as trustee for Fit For Business
Australia/New Zealand Trust (the Applicant), will pay AUD$10,000 to
the company by 14th June 2005.
6. That the remainder of the license fee being; the license fee of
USD$500,000; lees; the part payment of AUD$165,000 and AUD$10,000
would be due and payable within sixty days of FFBI common stock being
quoted on the OTC Bulletin Board (or any other recognized exchange);
and
7. That LR Global and their successors and assigns jointly and severally
will personally gurantee the payment of the remainder of the licence
fee as determined by this deed; and
8. The determination of the remainder of the license fee amount will be
ascertained by utilising the exchange rates as notified by the Reserve
Bank of Australia on the date of final payment.
SIGNED, SEALED AND DELIVERED by Laraine Richardson )
....................as Guarantor in the presence of: ) /s/ Laraine Richardson X
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Signature of Guarantor
/s/ Allan X
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Signature of Witness
X
- -------------------------------------------------
Name
X
- -------------------------------------------------
Address
SIGNED, SEALED AND DELIVERED by Dianne Waghorne )
....................as Guarantor in the presence of: ) /s/ Dianne Waghorne X
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Signature of Guarantor
/s/ Allan X
- -------------------------------------------------
Signature of Witness
X
- -------------------------------------------------
Name
X
- -------------------------------------------------
Address
EXECUTED AS A DEED
FOR AND ON BEHALF OF LR GLOBAL MARKETING PTY
LTD. (ACN 097443082) in the presence of
/s/ Allan X /s/ Laraine Richardson X
- ------------------------------------------------- -------------------------------------------------
Signature of Witness Signature of Authorized Officer
X LARAINE RICHARDSON X
- ------------------------------------------------- -------------------------------------------------
Name Name
X X
- ------------------------------------------------- -------------------------------------------------
Address Address
SIGNED FOR AND ON BEHALF OF LR GLOBAL MARKETING
PTY LTD. (ACN 097443082) in the presence of
/s/ Allan X /s/ Dianne Waghorne X
- ------------------------------------------------- -------------------------------------------------
Signature of Witness Signature of Authorized Officer
X Dianne Waghorne X
- ------------------------------------------------- -------------------------------------------------
Name Name
X X
- ------------------------------------------------- -------------------------------------------------
Address Address
SIGNED FOR AND ON BEHALF OF Fit For Business Australia/New Zealand Trust in the
presence of
/s/ Allan X /s/ Dianne Waghorne X
- ------------------------------------------------- -------------------------------------------------
Signature of Witness Signature of Authorized Officer
X Dianne Waghorne X
- ------------------------------------------------- -------------------------------------------------
Name Name
X X
- ------------------------------------------------- -------------------------------------------------
Address Address
SIGNED FOR AND ON BEHALF OF FIT FOR BUSINESS AUSTRALIA
PTY LTD (ABN 96085568672) in the presence of
/s/ Sandra Wendt X /s/ Mark Poulsen X
- ------------------------------------------------- -------------------------------------------------
Signature of Witness Signature of Authorized Officer
X X
- ------------------------------------------------- -------------------------------------------------
Name Name
X X
- ------------------------------------------------- -------------------------------------------------
Address Address
SIGNED FOR AND ON BEHALF OF FIT FOR BUSINESS AUSTRALIA
PTY LTD (ABN 96085568672) in the presence of
/s/ Sandra Wendt X /s/ Prins Ralston X
- ------------------------------------------------- -------------------------------------------------
Signature of Witness Signature of Authorized Officer
X X
- ------------------------------------------------- -------------------------------------------------
Name Name
X X
- ------------------------------------------------- -------------------------------------------------
Address Address
PERSONAL AND DIRECTORS GUARANTEE and IDEMNITY
- ---------------------------------------------
THIS DEED is made on the 14th day of JUNE, 2005
BETWEEN: FIT FOR BUSINESS AUSTRALIA PTY LTD (ABN 96085568672) FIT FOR
BUSINESS INTERNATIONAL, INN, (their successor* and assigns
jointly and severalty "FFBI")
AND: THE LICENSEE, LR GLOBAL MARKETING PTY LTD. (ACN 097443082), an
Australian Corporation acting as trustee for Fit For Business
Australia/New Zealand Trust, its personal representatives and
permitted assigns and if a corporation, its successors and
assigns, jointly and each of them severally ("the Licensee")
AND: THE GUARANTORS, Laraine Richardson and Dianne Waghorne named and
described in the Schedule hereto and, their personal
representatives and permitted assigns and assigns, jointly and
each of them severally ("the Guarantors")
IN CONSIDERATION of FFBI agreeing to the Extension of Time Deed ("the
Agreement") dated June 2005, the Licensee AGREES that if FFBI executes the deed,
then the Licensee and Guarantors shall be bound by the terms and conditions set
out herein ("this Agreement"):
In consideration of FFBI at the request of the Guarantors entering into this
Agreement with the Licensee the Guarantees covenants and agrees, with FFBI that:
1. The Guarantors guarantee to FFBI that they will be with the Licensee
jointly and severally liable to FFBI for the due payment of all moneys to
be paid by the Licensee under the Agreement and for the due performance and
observance by the Licensee of all the covenants terms and conditions of the
Agreement on the part of the Licensee to be performed and observed.
2. The Guarantors will indemnify FFBI and agrees at all times hereafter to
keep FFBI indemnified from and against all losses and expenses which FFBI
may suffer or incur in consequence of my breach or non-observance of any of
the covenants terms and conditions of the Agreement an the part of the
Licensee to be performed or observed and the Guarantors agrees that the
Guarantors shall remain liable to FFBI under this Indemnity notwithstanding
as a consequence of such breach or non-observance FFBI has exercised any of
its rights under the Agreement including its rights of re-entry and
notwithstanding that the Licensee (being a company) maybe wound up or
dissolved or (being a natural person) may be declared bankrupt and
notwithstanding that the guarantee given by the Guarantors may be for any
reason whatsoever be unenforceable either in whole or in part.
3. On any default or failure by the Licensee to observe and perform any of the
covenants terms and conditions of the Agreement the Guarantors will
forthwith on demand by FFBI pay all monies outstanding and make good to
FFBI all losses and expenses sustained or incurred by FFBI by reason or in
consequence of any such default or failure by the Licensee or in performing
or observing any of the covenants terms and conditions of the Agreement
without the necessity of any prior demand having been made on the Licensee.
A demand on the Guarantors shall be deemed to have been duly made if it is
in writing and signed on behalf of FFBI by its authorised officer or
solicitor and has been given to the Guarantors or left at or posted to the
address of the Guarantors as shown in the Schedule or such last known
address as notified to FFBI in writing by the Guarantors. This deed shall
not be affected by any action taken or notice issued in relation to any
other securities.
4. FFBI shall be under no obligation to marshall in favour of the Guarantors
any security whatsoever held by FFBI.
5. The liability of the Guarantors under this guarantee and indemnity shall
not be affected by the granting of time or any other indulgence to the
Licensee or by the compounding compromise release abandonment waiver
variation or renewal of any of the rights of FFBI against the Licensee or
by any variation of the Agreement or by any neglect or emission to enforce
such rights or by any other thing which under the law relating to sureties
would or might but for this provision release the Guarantors in whole or in
part from his obligations under this guarantee.
6. Notwithstanding that as between the Guarantors and the Licenses the
Guarantors may be a surety only nevertheless as between the Guarantors and
FFBI the Guarantors shall be deemed to be a primary debtor and contractor
jointly and severally with the Licensee.
7. To the fullest extent permitted by law the Guarantors hereby waives such of
their rights as surety or indemnifier (legal equitable statutory or
otherwise) which may at any time be inconsistent with any of the provisions
of the guarantee and indemnity contained in this guarantee.
8. The covenants and agreements made or given by the Guarantors shall not be
conditional or contingent in any way or dependent upon the validity or
enforceability of the covenants and agreements of any other person and
shall be and remain binding notwithstanding that any other person shall not
have executed or duly executed the Agreement or this guarantee and
indemnity.
9. The obligations of the Guarantors under the guarantee and indemnity
contained in this deed shall continue to remain in force until all moneys
payable pursuant to the Agreement shall have been paid and until all other
obligations and indemnities shall have been performed observed and
satisfied and such obligations shall not be reduced or affected by any
notice to quit given by either party to the Agreement or the death
insolvency liquidation or dissolution of the Licensee or the Guarantors at
either of them and this Guarantee shall be a continuing security
irrespective of any amounts which may be paid to FFBI by or on behalf of or
for the credit of the Licensee at any time.
10. Where there is more than one person or corporation which together
constitute the Guarantors to this Agreement the obligations and liabilities
of each and every such person or corporation shall be joint and several.
11. The Guarantors acknowledges that FFBI has given the Guarantors full and
unrestricted opportunity to seek independent legal advice as to the
Guarantors obligations hereunder prior to the signing of this Guarantee and
the Guarantors acknowledges that FFBI is under no obligation to notify the
Guarantors of any changes to the Agreement or any dealings with the
Licensee.
12. In the event of liquidation or bankruptcy of the Licensee, the Guarantors
will not prove in such liquidation or bankruptcy in competition with FFBI.
13. The laws of Queensland in Australia where the Agreement and this deed have
been made govern this Agreement.
SCHEDULE
Licensee: Name: LR GLOBAL MARKETING PTY LTD.(ACN 097443082),
Address P.O. Box 3085
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State Wamberal N.S.W. 2260
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Fax +65 62517370 - Fax +65 62524983
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Guarantors: Laraine Richardson Dianne Waghorne
Address ____________________________ Address ____________________________
____________________________ ____________________________
Fax ____________________________ Fax ____________________________
EXECUTED AS A DEED
FOR AND ON BEHALF OF LR GLOBAL MARKETING PTY
LTD. (ACN 097443082) in the presence of
/s/ Allan X /s/ Laraine Richardson X
- ------------------------------------------------- -------------------------------------------------
Signature of Witness Signature of Authorized Officer
X LARAINE RICHARDSON X
- ------------------------------------------------- -------------------------------------------------
Name Name
X X
- ------------------------------------------------- -------------------------------------------------
Address Address
SIGNED FOR AND ON BEHALF OF LR GLOBAL MARKETING
PTY LTD. (ACN 097443082) in the presence of
/s/ Allan X /s/ Dianne Waghorne X
- ------------------------------------------------- -------------------------------------------------
Signature of Witness Signature of Authorized Officer
X Dianne Waghorne X
- ------------------------------------------------- -------------------------------------------------
Name Name
X X
- ------------------------------------------------- -------------------------------------------------
Address Address
SIGNED FOR AND ON BEHALF OF Fit For Business Australia/New Zealand Trust in the
presence of
/s/ Allan X /s/ Dianne Waghorne X
- ------------------------------------------------- -------------------------------------------------
Signature of Witness Signature of Authorized Officer
X Dianne Waghorne X
- ------------------------------------------------- -------------------------------------------------
Name Name
X X
- ------------------------------------------------- -------------------------------------------------
Address Address
SIGNED FOR AND ON BEHALF OF FIT FOR BUSINESS AUSTRALIA
PTY LTD (ABN 96085568672) in the presence of
/s/ S. Wendt X /s/ Prins Ralston X
- ------------------------------------------------- -------------------------------------------------
Signature of Witness Signature of Authorized Officer
S. Wendt X Prins Ralston X
- ------------------------------------------------- -------------------------------------------------
Name Name
X X
- ------------------------------------------------- -------------------------------------------------
Address Address
SIGNED FOR AND ON BEHALF OF Fit For Business Australia/New Zealand Trust in the
presence of
/s/ S. Wendt X /s/ Mark Poulsen, CEO X
- ------------------------------------------------- -------------------------------------------------
Signature of Witness Signature of Authorized Officer
S. Wendt X Mark Poulsen X
- ------------------------------------------------- -------------------------------------------------
Name Name
X X
- ------------------------------------------------- -------------------------------------------------
Address Address
SIGNED, SEALED AND DELIVERED by Laraine Richardson )
....................as Guarantor in the presence of: ) /s/ Laraine Richardson X
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Signature of Guarantor
/s/ Allan X
- -------------------------------------------------
Signature of Witness
X
- -------------------------------------------------
Name
X
- -------------------------------------------------
Address
SIGNED, SEALED AND DELIVERED by Dianne Waghorne )
....................as Guarantor in the presence of: ) /s/ Dianne Waghorne X
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Signature of Guarantor
/s/ Allan X
- -------------------------------------------------
Signature of Witness
X
- -------------------------------------------------
Name
X
- -------------------------------------------------
Address