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Full Doc
 | 2002 |
Strategic Alliance Agreement
Strategic Alliance Agreement (158K)
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STRATEGIC ALLIANCE AGREEMENT
This strategic alliance agreement ("Agreement") is made as of this 19th day of
December, 2001 ("Effective Date"), by and between WEST MARINE PRODUCTS, INC.,
with an address at 500 Westridge Drive, Watsonville, CA 95076 ("West Marine"),
AND DICKIE WALKER MARINE, INC., with an address at 470 Nautilus Street, Suite
312, La Jolla, CA 92037 ("DWM") with the goal of forming a strategic alliance
between the two companies to increase the sales and profitability of West
Marine's apparel and related products department.
For and in consideration of the mutual covenants herein contained, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
1. Term. Subject to earlier termination as set forth herein, this
Agreement shall terminate two (2) years from the Effective Date hereof ("Initial
Term"), unless extended for successive one (1) year terms by mutual, written
agreement of the Parties (each a "Renewal Term"). Notwithstanding the foregoing,
the parties will review the performance of the apparel department on an annual
basis within the period specified in achievement of the "Measurement Goals" (as
defined in Section 13), and other retail factors normally associated with retail
performance, to determine the economic viability of the venture contemplated by
this Agreement. It is agreed that West Marine shall have the sole and final
determination as to whether to renew the Agreement after the Initial Term and
for any subsequent Renewal Term. The Initial Term and all Renewal Terms
hereinafter collectively shall be referred to as the "Term."
2. Standard Vendor Agreement. DWM agrees to be bound by all of the terms
and conditions set forth in West Marine's Standard Vendor Agreement, including
the indemnification agreement contained therein (collectively, "SVA"), * * A
copy of the "SVA" is attached hereto as Exhibit "A" and incorporated herein by
this reference. In the event of any inconsistency between this Agreement and the
SVA, this Agreement shall control, except as otherwise expressly set forth
herein.
3. Product Development and Design.
A. DWM will develop, design, manufacture (through reputable suppliers),
package, supply and deliver to West Marine for resale a line of certain casual
apparel and accessories designated by West Marine in accordance with prices,
plans, specifications, quality assurance standards, and production schedules
mutually agreed upon by the parties ("Specifications") and purchase orders
placed by West Marine and accepted by DWM ("Purchase Orders"), for retail sale
in West Marine's stores, catalogs and retail website at the URL website located
at www.westmarine.com under the label "West Marine" or other names or labels
chosen by West Marine (the "West Marine Brand Apparel"). All of the containers,
packaging and labels for the West Marine Brand Apparel shall include the
trademarks, trade names, trade dress, logos, designs, bar codes aid other
identifying features (collectively, "Trademarks"), as determined by West Marine.
DWM acknowledges and agrees that West Marine, at all times during and after the
Term of this Agreement, is and shall continue to be the sole and exclusive owner
of all right, title and interest in and to the West Marine Trademarks, including
those of the West Marine Brand Apparel.
B. DWM will be the primary supplier of West Marine's casual apparel
department (exclusive of foul weather gear and shoes) through the West Marine
Brand Apparel including design and development, sourcing of fabrics, trims,
packaging and cut and sew, subject to the Specifications and the terms and
conditions of this Agreement.
141740
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Dickie Walker
As referenced in this Strategic Alliance Agreement:
DICKIE WALKER MARINE, – 2001 ("Effective Date"), by and between WEST MARINE PRODUCTS, INC.,
with an address at 500 Westridge Drive, Watsonville, CA 95076 ("West Marine"),
AND DICKIE WALKER MARINE, INC., with an address at 470 Nautilus Street, Suite
312, La Jolla, CA 92037 ("DWM") with the goal of forming a strategic
_____________
Dickie Walker Marine, – Products, Inc.
500 Westridge Drive
Watsonville, CA 95076
(or current business address)
Attention: Ken Corwin, Sr. VP & General Merchandise Manager
If to DWM:
Dickie Walker Marine, Inc.
470 Nautilus Street, Suite 312
La Jolla, CA 92037
(or current business address)
Attention: Jerry Montiel, CEO
20. No Implied Waiver.
_____________
DICKIE WALKER MARINE, – this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date first above written.
WEST MARINE PRODUCTS, INC. DICKIE WALKER MARINE, INC.
/s/ Ken Corwin /s/ Julie Sargent Knudsen
-------------------------------- --------------------------------
By: Ken Corwin, Senior V.P. Julie Sargent Knudsen, President
10
{PAGE}
EXHIBIT A
_____________
DICKIE WALKER MARINE, – CHARLOTTE, NC 28255 DATE OF EXPIRY : JUNE 30, 2002
PLACE OF EXPIRY: IN THE UNITED STATES
APPLICANT: BENEFICIARY:
WEST MARINE FINANCE COMPANY INC. DICKIE WALKER MARINE, INC.
500 WESTRIDGE DRIVE 470 NAUTILUS, SUITE 312
WATSONVILLE, CA 95076 LA JOLLA, CA 92037
AMOUNT: USD 1,041,949.30 +/- 5%
_____________
DICKIE WALKER MARINE – FLOOR
NC1-005-21-01
CHARLOTTE, NC 28255
50 APPLICANT
WEST MARINE FINANCE COMPANY, INC.
500 WESTRIDGE DRIVE
WATSONVILLE, CA 95076
59 BENEFICIARY
DICKIE WALKER MARINE INC.
470 NAUTILUS, SUITE 312
LA JOLLA, CA 93037
32B CURRENCY CODE, AMOUNT
USD 1,041,949.30
39A PERCENTAGE CREDIT AMOUNT TOLERANCE
_____________
dt 220827
;
West Marine
As referenced in this Strategic Alliance Agreement:
West Marine, Inc. – remain in effect until superseded in writing by West Marine. Revision 4 changes
become effective on August 1, 2000. For purposes of this agreement, "West
Marine" shall mean and include: West Marine, Inc. , West Marine Products, Inc.,
West Marine Puerto Rico, Inc., E&B Marine, Inc., E&B Discount Marine, Goldbergs'
Marine Distributors, Inc., James Bliss & Co., Inc. or any other trade
_____________
WEST MARINE, INC. – CA 92543-3831
Vendor agrees to provide updated Insurance Certificates on an annual basis.
6
{PAGE}
VENDOR INDEMNIFICATION AGREEMENT
THIS AGREEMENT made as of the date hereof, by and between WEST MARINE, INC.
("West Marine") and the undersigned ("Vendor").
IN CONSIDERATION of the mutual promises contained herein and for other good and
valuable consideration Vendor hereby agrees as follows:
1. Vendor agrees
_____________
dt 1455904
;
|
 BofA
As referenced in this Strategic Alliance Agreement:
BANK OF AMERICA – ADVICE: OCTOBER 22, 2001 ADVICE OF CORRESPONDENT'S
IRREVOCABLE DOCUMENTARY CREDIT
OPENING BANK: NUMBER: 5040815
BANK OF AMERICA NT & SA DATED: OCTOBER 22, 2001
NC1-005-21-01, INTL L/C DEPT. OUR
BANK OF AMERICA – S} {C} {C} {C} {C} {C} {C}
700 000000000415673 00000001117860 UPL NO
MESSAGE RECEIVED FROM:
BANK OF AMERICA NT & SA
NC1-005-21-01, INTL L/C DEPT.
121 WEST TRADE STREET, 21ST
BANK OF AMERICA, – ISSUE
011022
31D DATE AND PLACE OF EXPIRY
(CANNOT READ THIS NUMBER)
51B APPLICANT BANK
BANK OF AMERICA, N.A.
121 West Trade Street, 21ST FLOOR
NC1-005-21-01
CHARLOTTE, NC
BANK OF AMERICA, – SAN FRANCISCO, CA 94104-1205
BY NEGOTIATION
42C DRAFTS AT...SIGHT
{/Table}
{PAGE}
42D DRAWEE
BANK OF AMERICA, N.A., CHARLOTTE, NC
43P PARTIAL SHIPMENTS
ALLOWED
43T TRANSHIPMENT
ALLOWED
[unreadable]
-------------------------------
HONG KONG
BANK
OF AMERICA, – THIS LETTER OF CREDIT COVERS 100
PERCENT OF INVOICE VALUE. DOCUMENTS MUST BE FORWARDED TO BANK
OF AMERICA, N.A. 121 WEST TRADE STREET, 21ST FLOOR
NC1-005-31-01, CHARLOTTE, NC
dt 39963
;
West Marine Products, Inc.
|
Preview
Full Doc
| 2002 |
Strategic Alliance Agreement
Strategic Alliance Agreement (163K)
Doc #395598: Click preview link for longer preview.
STRATEGIC ALLIANCE AGREEMENT
This strategic alliance agreement ("Agreement") is made as of this 19th day of
December, 2001 ("Effective Date"), by and between WEST MARINE PRODUCTS, INC.,
with an address at 500 Westridge Drive, Watsonville, CA 95076 ("West Marine"),
AND DICKIE WALKER MARINE, INC., with an address at 470 Nautilus Street, Suite
312, La Jolla, CA 92037 ("DWM") with the goal of forming a strategic alliance
between the two companies to increase the sales and profitability of West
Marine's apparel and related products department.
For and in consideration of the mutual covenants herein contained, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
1. Term. Subject to earlier termination as set forth herein, this
Agreement shall terminate two (2) years from the Effective Date hereof ("Initial
Term"), unless extended for successive one (1) year terms by mutual, written
agreement of the Parties (each a "Renewal Term"). Notwithstanding the foregoing,
the parties will review the performance of the apparel department on an annual
basis within the period specified in achievement of the "Measurement Goals" (as
defined in Section 13), and other retail factors normally associated with retail
performance, to determine the economic viability of the venture contemplated by
this Agreement. It is agreed that West Marine shall have the sole and final
determination as to whether to renew the Agreement after the Initial Term and
for any subsequent Renewal Term. The Initial Term and all Renewal Terms
hereinafter collectively shall be referred to as the "Term."
2. Standard Vendor Agreement. DWM agrees to be bound by all of the terms
and conditions set forth in West Marine's Standard Vendor Agreement, including
the indemnification agreement contained therein (collectively, "SVA"), * *
with the exception of the following terms and conditions. West Marine agrees
that: 1) DWM is not subject to New Store Support credits; 2) DWM is not subject
to handling or chargeback fees of over-shipments or under-shipments; 3) West
Marine will ship any and all product deemed defective to DWM for inspection; DWM
will either issue credit memos to West Marine or will ship replacement product,
for all defective product after verification by DWM; 4) DWM will include all
product part numbers for a shipment on the packing slip instead of marking the
carton for enclosed product. A copy of the "SVA"), is attached hereto as Exhibit
"A" and incorporated herein by this reference. In the event of any inconsistency
between this Agreement and the SVA, this Agreement shall control, except as
otherwise expressly set forth herein.
3. Product Development and Design.
A. DWM will develop, design, manufacture (through reputable suppliers),
package, supply and deliver to West Marine for resale a line of certain casual
apparel and accessories designated by West Marine in accordance with prices,
plans, specifications, quality assurance standards, and production schedules
mutually agreed upon by the parties ("Specifications") and purchase orders
placed by West Marine and accepted by DWM ("Purchase Orders"), for retail sale
in West Marine's stores, catalogs and retail website at the URL website located
at www.westmarine.com under the label "West Marine" or other names or labels
chosen by West Marine (the "West Marine Brand Apparel"). All of the containers,
packaging and labels for the West Marine Brand Apparel shall include the
trademarks, trade names, trade dress, logos, designs, bar codes aid other
identifying features (collectively, "Trademarks"), as determined by West Marine.
DWM acknowledges and agrees that West Marine, at all times during and after the
Term of this Agreement, is and shall continue to be the sole and exclusive owner
of all right, title and interest in and to the West Marine Trademarks, including
those of the West Marine Brand Apparel.
B. DWM will be the primary supplier of West Marine's casual apparel
department (exclusive of foul weather gear and shoes) through the West Marine
Brand Apparel including design and development, sourcing of fabrics, trims,
packaging and cut and sew, subject to the Specifications and the terms and
conditions of this Agreement.
1
{PAGE}
C. DWM will develop at least two lines per year of the West Marine
Brand Apparel, one for Spring and one for Fall, which lines must be submitted to
and approved by West Marine * *. In this regard, DWM will design the lines
in accordance with the Specifications and forward samples of merchandise for
West Marine's final written approval within the specified time periods.
4. Production and Manufacturing: DWM represents and warrants to West
Marine that DWM:
A. Will be responsible for the timely production, manufacturing, and
quality control of all of the West Marine Brand Apparel in accordance with the
Specifications;
B. Will Manufacture the West Marine Brand Apparel in a good and
workmanlike manner and will comply with all applicable U.S. federal, state and
local laws, ordinances and regulations, as well as all laws of the country in
which the West Marine Brand Apparel will be manufactured, including all import
and export laws and regulations. In this regard, DWM will utilize its best
efforts to not use any cutting, sewing or other contractors, manufacturers or
distributors that abuse U.S. Child Labor or other employment standards or laws;
C. Will inspect and approve the finished product before shipment to the
United States or other DWM or West Marine designated locations and such approval
will be granted only if the West Marine Brand Apparel: conforms to
Specifications, including all quality assurance standards; meets the
requirements of all applicable laws and regulations; is packaged, labeled,
priced and invoiced in accordance with the Specifications (and/or as specified
in the SVA); and is executed according to the practices and regulations of the
country of exportation;
D. Will issue inspection certificates or return the West Marine Brand
Apparel and process claims against the manufacturer(s) for product that fails to
meet the Specifications. In the case of claims resulting from any defective or
rejected West Marine Brand Apparel (including, without limitation, defects
discovered after receipt and resale by West Marine), DWM will reimburse West
Marine therefore * *; and
E. Will use its best efforts to make quality products with quality
workmanship: that all materials used in the manufacturing process will be new,
in accordance with legal requirements, and of good and merchantable quality;
that each product delivered to West Marine will, at the time of delivery, be
free of defects; and that West Marine will receive good title to it free of all
liens, and encumbrances of any kind.
5. Ordering:
A. DWM will present a recommended seasonal merchandise plan based on
anticipated and projected sales prior to the manufacturing process for approval
by West Marine.
B. Purchases of the West Marine Brand Apparel under this Agreement will
be made upon delivery to DWM of West Marine's written non-cancelable approval of
the Assortment Plan. West Marine agrees to delivery Purchase Orders specifying
in reasonable detail the types, quantities, and delivery dates of the West
Marine Brand Apparel ordered. No Purchase Order or Letter of Credit is binding
upon DWM until accepted by DWM. Upon receipt and acceptance by DWM of either a
non-cancelable Purchase Order or Assortment Approval letter for units and
quantities of the West Marine Brand Apparel, DWM will immediately proceed with
the manufacturing of such units and quantities so ordered by West Marine. At
such point, the Purchase Order or Approval Letter shall be considered
non-cancelable by West Marine except to the extent that purchasing of materials
and manufacture of any particular quantity or type of West Marine Brand Apparel
has not commenced. In which event West Marine shall be free to cancel the
Purchase Order for such units upon notice to DWM. Typically, orders must be
placed four to six months in advance of delivery, depending upon the item and
country of origin.
C. Nothing In this Agreement is intended to create any duty on the part
of West Marine to place any Purchase Order or Assortment Approval letter or on
the part of DWM to accept any Purchase Order or Assortment Approval letter, it
being expressly understood that the placement of any such Purchase Order or
Assortment Approval letter may be revoked and canceled by West Marine at any
time prior to the acceptance thereof by DWM by commencement of purchasing or
manufacture.
2
{PAGE}
6. Distribution:
A. DWM will receive, ship, and warehouse all West Marine Brand Apparel
in DWM's distribution center in San Diego County, California and will be
responsible for the shipping of said product to each West Marine location as
specified in the Purchase Orders.
B. All shipments from DWM warehouse to West Marine stores (or other
specified locations) will be shipped according to West Marine's shipping
instructions. Delivery will be F.O.B. DWM's warehouse. West Marine will select
the carrier.
C. All charges pertaining to the importation and transportation of the
West Marine Brand Apparel to DWM's warehouse including, without limitation, all
costs related to customs' duties, sales, use, value added or any similar taxes,
costs for the visa, imports, freight charges, broker fees, insurance, personal
property taxes and other related charges shall be paid solely by DWM. West
Marine is responsible for all reasonable and actual shipping charges incurred to
ship the West Marine Brand Apparel from the DWM warehouse to the designated West
Marine stores, distribution centers, or other specified locations. Title and
risk of damage or loss of the West Marine Brand Apparel passes to West Marine
after possession transfers at the time of invoicing from DWM, provided however,
that DWM shall remain responsible for damage or loss to West Marine Brand
Apparel caused by its employees, agents, and subcontractors.
D. West Marine must inspect all West Marine Brand Apparel within * *
from date of receipt at the shipping destination, and may reject any goods that
fail to meet the Specifications or other restrictions or regulations imposed by
this Agreement or applicable law. Rejected products will be returned to DWM.
7. Web-site and Direct Orders Fulfilled by DWM:
A. DWM and West Marine may mutually develop and determine the
party(ies) responsible for the costs, operation and maintenance of an e-commerce
website which will display and offer for sale the West Marine Brand Apparel
("the Website"). Such website shall either be a separate websites, a separate
page on the DWM Website or a separate page on the West Marine website, as the
parties shall mutually determine. West Marine shall have the right to develop or
approve, at its sole discretion, the Website including, without limitation, the
design, content, functionality, and its "Look and Feel" (defined as the
distinctive and particular elements of graphics, design, organization,
presentation, layout, user interface, navigation, trade dress and stylistic
convention [including the digital implementations thereof] of a party's website,
the associated online framing areas surrounding the content thereon, and the
total appearance and impression substantially formed by the combination,
coordination and interaction of these elements). West Marine and DWM, as
applicable, will each provide links to Website from pages from their respective
websites to be mutually agreed upon. The promotional efforts of West Marine and
DWM are set forth in Section 9 below.
B. In addition, DWM offers embroidery of certain designs for a fee to
customers. DWM agrees that the sale of the West Marine Brand Apparel with
requests for such embroidery services which are fulfilled by and delivered to a
customer, directly by DWM through any DWM channels of distribution (the "DWM
Direct Orders") will generate "Net Revenue" for West Marine and will be
calculated, paid and reported to West Marine in the time and manner specified in
Section 8 below. West Marine may elect to offer the West Marine Brand Apparel
and other products supplied by DWM for sale directly on the West Marine websites
or in the West Marine shipping cart, and Dickie Walker shall have not right to
any revenue generated from such sales with the exception of any embroidery,
shipping or distribution fees
3
{PAGE}
that may be incurred by West Marine for services performed by DWM in the process
of fulfilling the orders. Any DWM Direct Orders fulfilled by DWM on behalf of
West Marine are subject to the current standard embroidery, shipping and
fulfillment fees that Dickie Walker would charge West Marine for sales made from
its own website and such charges will be deducted directly from the Net Revenue
to be paid to West Marine at the time specified in Section 8 below. Any increase
in such charges during the Term shall require West Marine's prior written
consent.
8. Revenue and Reporting:
A. For purposes of this Agreement the "Net Revenue" to be paid by DWM
to West Marine shall mean the actual order retail price for the DWM Direct
Orders of the West Marine Brand Apparel sold to customers and fulfilled directly
by DWM less only returns and the standard embroidery and fulfillment fees
charged by DWM to West Marine.
B. Such Net Revenue shall be due and payable within thirty (30) days
following the end of each calendar month to West Marine (or credited on account,
as West Marine shall determine), unless otherwise specified in a written program
statement provided by DWM and agreed to in writing by West Marine management.
Along with such payment or credit to West Marine, DWM will provide a summary
report to document the calculation of net revenue. Upon request, DWM shall
provide a quarterly report showing, in detail, the calculation of the Net
Revenue including dates, customer names, ship to addresses, units sold, price,
gross retail sales dollars, product type, taxes, shipping and handling charges,
refunds, and embroidery fees and fulfillment charges deducted.
C. For the Term of this Agreement and for a period of five (5) years
thereafter, DWM agrees to maintain sufficient books, records and accounts
regarding the sales activity contemplated under this Agreement, in order to
allow West Marine to calculate and confirm compliance with any and all
obligations hereunder, including payment obligations of the Net Revenue. West
Marine shall have the right to inspect, audit and copy, at its own expense, the
books and records of DWM upon notice of not less than 30 days. If a deficiency
in payment of Net Revenue of more than five percent (5%) is discovered by such
audit, then DWM shall be responsible for all audit costs incurred by West
Marine.
9. Promotion: DWM may supply promotional ideas to maximize sales of the
West Marine Brand Apparel. This includes advice on placement and display of
product, ad slicks, ad themes and other promotional ideas, provided that West
Marine shall be under no obligation to use all or any portion of such
promotional ideas. It being understood that all marketing efforts, if any, shall
be at West Marine's sole discretion and determination.
10. Pricing of Product: All prices, both wholesale and suggested retail,
will be reviewed and approved by West Marine prior to the ordering and sale of
any West Marine Brand Apparel. DWM will use its best efforts to negotiate and
obtain advantageous prices for West Marine. Moreover, DWM shall not adjust any
wholesale or retail pricing of the West Marine Brand Apparel without West
Marine's prior written consent.
11. Payment Terms.
A. The West Marine Brand Apparel will be manufactured inside and
outside of the United States and subject to the following:
(i) For West Marine Brand Apparel manufactured outside of the
United States (the "Overseas Apparel"), West Marine will provide DWM with a
transferable or standby letter of credit upon request by DWM for either a
portion or all of the product manufactured outside of the United States. The
4
{PAGE}
letter of credit for the first Purchase Order issued by West Marine for
Overseas Apparel is attached hereto as Exhibit "B" and incorporated herein by
this reference. Any additional Purchase Orders for Overseas Apparel will require
additional Purchase Orders and letters of credit in the same form. Such letter
of credit is payable in accordance with the terms specified therein on the date
of the Overseas Apparel exits file country of origin, for all such Overseas
Apparel which is contained on the Purchase Order issued by West Marine, attached
to the letter of credit and imported into the United States for sale to West
Marine. For product manufactured outside of the United States for which a letter
of credit has not been issued, DWM will deliver to West Marine an invoice
describing the products and including the name of each product, its identifying
numbers, the place where such product was delivered and the agreed price of each
such product. West Marine will pay any undisputed invoices within forty-five
(45) days from the later of receipt of invoice or receipt of goods at the DWM
distribution centers.
(ii) For the West Marine Brand Apparel for which West Marine
has issued a Purchase Order or Assortment Approval letter and that is as a
result, manufactured within the United States and delivered to and received in
DWM's distribution center (the "Domestic Apparel"), DWM will deliver to West
Marine an invoice describing the products and including the name of each
product, its identifying numbers, the place where such product was delivered and
the agreed price of each such product. West Marine will pay any undisputed
invoices within forty-five (45) days from the later of receipt of invoice or
receipt of goods at the DWM distribution centers.
12. Confidential Information/Licenses/Ownership:
A. Confidential Information.
(i) Each party acknowledges that, in the course of business
development for the other and in performing its respective duties under this
Agreement, it may obtain certain information owned by the disclosing party
("Discloser") which the Discloser considers to be confidential (such information
shall be deemed to be "Confidential Information"). The term Confidential
Information includes all specifications, drawings, sketches, models, samples,
forecasted and current data, computer program or documentation or other
technical, business or marketing information, business strategies, financial
data, unannounced product information and/or designs, individual employee
compensation or benefits information; sales information, such as comparisons,
pricing practices and markups on merchandise; Trademarks; trade secrets,
software, inventions, proprietary information, other intellectual property,
data, graphs, graphics, pictures, diagrams, methodologies, techniques, ideas,
concepts, know-how, illustrations, pictures promotional plans and advertising;
shortage figures and methods of loss prevention; sourcing; product lines,
product ideas; price lists, customer lists, the identity of vendors and the
products they supply to Discloser lists of dealers, customer and/or prospective
dealers and customers; any proposals made to or received by from prospective
dealers and/or customers; all materials, including, but not limited to
documents, drawings, samples, sketches, designs, software programs and
information related to any color palette or color standards, furnished to
Recipient by Discloser or any of Discloser's vendors, agents or representatives;
all communications between Discloser and Recipient, and between Discloser's
vendors and Recipient where Recipient is communicating for, on behalf of, or in
connection with the business of Discloser; and any other information designated
from time to time by Discloser as confidential, or any information which
Recipient should reasonably believe to be confidential. Confidential Information
shall not include any material, data or information that is: (a) publicly
available or later becomes publicly available other than through a breach of
this Agreement; (b) known to Recipient prior to such disclosure or is
independently developed by Recipient subsequent to such disclosure; or (c)
subsequently lawfully obtained by Recipient from a third party without
obligations of confidentiality. If Recipient becomes aware of any unauthorized
use or disclosure of the Confidential Information, Recipient shall promptly and
fully notify Discloser of all facts known to Recipient concerning such
unauthorized use or disclosure of the Confidential Information. If Recipient is
requested or required by a governmental or regulatory entity to disclose any of
the Confidential Information, as soon as possible after becoming aware of such
requirement and prior to disclosing Confidential Information pursuant
5
{PAGE}
thereto, if legally permitted based solely on the reasonable legal judgment of
Recipient's counsel, Recipient shall so notify Discloser in writing and, if
possible, Recipient shall provide Discloser notice not less than five (5)
business days prior to the required disclosure.
(ii) Recipient acknowledges that any transmission of
Confidential Information shall not create any ownership right in such
Confidential Information in the Recipient and Recipient agrees that it shall
not, directly or indirectly, disclose any Confidential Information to any other
party, corporation, affiliate, subsidiary, organization or person of any kind
without the prior express written consent of the Discloser, except that
Recipient may disclose such Confidential Information to its employees or
consultants as may be reasonably necessary for purposes of performing its
duties.
(iii) Recipient shall use such Confidential Information solely
and exclusively for the purposes set forth in this Agreement, shall hold the
Confidential Information in confidence during the Term of this Agreement and at
all times thereafter and shall advise its employees and consultants of the
proprietary nature of the Information and direct them to keep such Information
confidential. Upon termination of Agreement, all Confidential Information
(including all copies thereof) shall, upon request of Discloser, be promptly
returned or destroyed, at the option of the Discloser and Recipient shall
certify in writing to Discloser of such disposition upon written request.
B. Ownership. Recipient acknowledges and agrees that Discloser owns all
right, title and interest in and to its Confidential Information prior to and/or
during the Term of this Agreement. In this regard, West Marine agrees that all
designs for the West Marine Brand Apparel and accessories that DWM provides to
West Marine shall be owned by DWM (except that West Marine shall be the sole and
exclusive owner of the West Marine Trademarks therein). In this regard, it is
agreed that DWM is free to manufacture, market, produce, sell and distribute
(for its own account and without accounting to the other party) apparel of such
design under DWM's own or other trade names, during or after the termination of
this Agreement, provided that DWM shall not, directly or indirectly,
manufacture, market, produce or distribute such design to any other marine
supply company without West Marine's prior written consent. DWM shall retain
ownership of all fixtures it provides to West Marine for displaying said apparel
and accessories, except that upon termination of this Agreement, West Marine
shall have the right to purchase such fixtures from DWM at a mutually agreed
upon price, not to exceed the then fair market value.
C. Licenses. Subject to the terms and conditions of this Agreement,
Discloser grants to Recipient and non-exclusive, non-transferable, limited
license, without the right to sublicense, to use, reproduce, publicly perform,
distribute and display the Discloser's Trademarks solely in the form and manner
approved by the Discloser and solely during the Term for the specific and
limited purposes set forth in this Agreement. This license will terminate upon
termination of this Agreement for any reasons.
13. Intent and Measurements. It is the intention of both parties to form a
mutually beneficial relationship to improve West Marine's total sales, gross
margins and inventory; in the West Marine casual apparel department, over the
Term of this Agreement to the mutual satisfaction of the parties. In
furtherance of this intent, the parties will set mutually agreeable and
reasonable Measurement Goals prior to the start of each of West Marine's fall
and spring season.
A. The Measurement Goal for the initial term is as follows: DWM is to
be the primary source of West Marine Brand Apparel to be supplied to West
Marine. The gross margin goal is * * with department retail sales goal of
approximately * *. Both parties will use reasonable commercial efforts to
reach this goal. The parties will review sales performance no less than one
hundred eighty days (180) prior to the end of each anniversary date of the
Effective Date to determine if this Measurement Goal is anticipated to be met
(the "Projected Goal Date") and again no less than thirty (30) days prior to the
expiration of each one (1) year anniversary date of such Effective Date (the
"Actual Goal Date").
6
{PAGE}
B. The Measurement Goal for each Renewal Term shall be mutually
determined by the parties as follows: DWM and West Marine will create
merchandise and sales plans no less than * * prior to each seasons before
purchase commitments are made, to include mutually agreed upon target gross
margin, inventory levels, inventory turn and sales projections, using their best
efforts to improve West Marine's total sales and profit in the apparel
department ("Measurement Goal Standard"). The parties will also determine within
each such Renewal Term whether the Projected Goal and Actual Goal have been met
by the Projected Goal and Actual Goal Dates, respectively.
14. Termination:
A. Either party may terminate this Agreement any time after initial
term or any then current Renewal Term by delivering notice of such termination
to the other party at least 30 days prior to expiration of such Term.
B. Moreover, either party may terminate this Agreement in the event the
Measurement Goal is not anticipated to be met by the Projected Goal Date or
actually met by the Actual Goal Date during the initial term or any Renewal
Term, termination effective upon such applicable Date.
C. A party may terminate this Agreement at any time that the other
party material breaches this Agreement and fails to cure it within ten (10)
calendar days after written notice of the breach is given. Such termination
shall be effective upon the expiration of such cure period. Any non-cancelable
purchase orders or Assortment Approval Letters previously issued by West Marine
for product not yet delivered by DWM will still be in effect after the
termination of this agreement.
D. A party may terminate this Agreement upon the institution of
bankruptcy, receivership, insolvency, reorganization or other similar
proceedings by or against the other party under any section or chapter of the
United States Bankruptcy Code, as amended, or under any similar laws or statutes
of the United States or any state thereof, if such proceedings have not
dismissed or charged within thirty 30 calendar days after they are instituted;
or the insolvency or malting of an assignment for the benefit of creditors or
the admittance by such party of any involuntary debts as they mature or the
institution of any reorganization arrangement or other readjustment of debt plan
of such party not involving the United States Bankruptcy Code; or any corporate
action taken by the Board of Directors of such party in furtherance of any of
the above actions; and/or appointment of a receiver for all or substantially all
of such party's assets or any corporate action taken by the Board of Directors
of such party in furtherance of the above action.
E. Upon termination of this Agreement for any reason DWM shall
immediately deliver to West Marine all West Marine Brand Apparel and all other
property of West Marine in the possession of DWM or subject to DWM's control or
direction. No such termination shall relieve a party of the obligation to make
the payments described in this Agreement which arose prior to the effect date of
such termination (and any other rights as by their nature must survive
termination), provided, however, than DWM shall not commence manufacture of any
West Marine Brand Apparel contained in a Purchase Order or Assortment Approval
Letter previously placed by West Marine unless otherwise directed in writing by
West Marine and shall use best efforts to sell any West Marine Brand Apparel not
containing the West Marine Trademark to other customers to mitigate any damages
otherwise payable by West Marine. Any non-cancelable purchase orders or
Assortment Approval Letters previously issued by West Marine to DWM for product
where manufacturing has commenced will still be in effect after the termination
of this agreement.
7
{PAGE}
15. Time is of the Essence: Time is of the essence in order for the parties
to achieve their goal of developing the West Marine Brand Apparel, accessories
and related gift items which will increase the sales and profitability of West
Marine's casual apparel and related products department. Both parties agree to
use their reasonable commercial efforts to cooperate with each other to
accomplish the terms of this Agreement.
16. Governing Law and Equitable Relief:
A. This Agreement shall be governed and construed in accordance with
the laws of the State of California without regard to the conflict of laws
provisions thereof. Both parties consent to jurisdiction in California and
further agree that any cause of action arising out of or relating to this
Agreement may be brought in a court in Santa Cruz County, California. Should any
litigation or arbitration (upon mutual agreement of the parties) be commenced by
any party concerning any provision of this Agreement or the rights and duties of
any party, the prevailing party in such litigation or arbitration shall be
entitled, in addition to such other relief as may be granted, to reasonable
attorneys' fees and expenses.
17. No Assignment. Neither party can assign this Agreement or any interest
herein without express prior written consent of the other party, except that
West Marine may assign this Agreement to any affiliate.
18. Severability. If any term of this Agreement is held by a court of
competent jurisdiction to be invalid or unenforceable, then this Agreement,
including all of the remaining terms, will remain in full force and effect as if
such invalid or unenforceable term had never been included.
19. Notices. Any notice required by this Agreement or given in connection
with it, shall be in writing and shall be given to the appropriate party by
personal delivery or by certified mail, postage prepaid, or recognized overnight
delivery services, subject to the right of either party to change its address by
written notice.
8
{PAGE}
If to West Marine:
West Marine Products, Inc.
500 Westridge Drive
Watsonville, CA 95076
(or current business address)
Attention: Ken Corwin, Sr. VP & General Merchandise Manager
If to DWM:
Dickie Walker Marine, Inc.
470 Nautilus Street, Suite 312
La Jolla, CA 92037
(or current business address)
Attention: Jerry Montiel, CEO
20. No Implied Waiver. Either party's failure to insist in any one or more
instances upon strict performance by the other party of any of the terms of this
Agreement shall not be construed as a waiver of any continuing or subsequent
failure to perform or delay in performance of any term hereof.
21. Headings. Headings used in this Agreement are provided for convenience
only and shall not be used to construe meaning or Intent.
22. Entire Agreement/Modification. This Agreement sets forth the entire
agreement between the parties and supercedes any and all prior written and/or
oral agreements and representations and any and all contemporaneous oral
agreement with respect to the subject matter hereof. No modification, alteration
or amendment of this Agreement shall be valid or binding unless in writing and
signed by each of the parties.
23. Partly Bound. This Agreement shall be binding upon and shall inure to
the benefit of the parties and their respective heirs, executors,
administrators, affiliates, licensees, successors, assigns, representatives and
agents.
24. Counterparts. This Agreement may be executed in counterparts, all of
which when taken together, shall constitute one and the same instrument. This
Agreement shall be considered fully executed when each party delivers to the
others a facsimile counterpart of this Agreement signed by each party, followed
by a delivery of a manually subscribed counterpart of this Agreement to the
other party by mail, personal delivery or delivery by Federal Express or other
internationally recognized delivery service.
25. Press Releases. DWM shall not make any public press release regarding
time existence or content of this Agreement without West Marine's prior, written
approval. West Marine agrees to allow DWM to disclose some or all of the terms
of the agreement when required for financial documents or filings.
26. Independent Contractor. DWM is an independent contractor and not an
agent, employee or subsidiary of West Marine, and will not hold itself out as,
or give any person reason to believe that it is,
9
{PAGE}
an agent, employee or subsidiary of DWM. As an independent contractor, West
Marine agrees to indemnify and hold DWM harmless from and against any and all
claims, liabilities, and damages arising out of breach of this provision by, or
otherwise attributable to any act or omission of, West Marine, its agents, or
employees.
27. Survival. The terms of Sections 2, 4, 8, 12, 16, 19, 20, 23 and 25
shall survive any termination or expiration of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date first above written.
WEST MARINE PRODUCTS, INC. DICKIE WALKER MARINE, INC.
/s/ Ken Corwin /s/ Julie Sargent Knudsen
-------------------------------- --------------------------------
By: Ken Corwin, Senior V.P. Julie Sargent Knudsen, President
10
{PAGE}
EXHIBIT A
TO THE
STRATEGIC ALLIANCE AGREEMENT
WEST MARINE VENDOR AGREEMENT
STANDARD TERMS AND CONDITIONS
EFFECTIVE ON OCTOBER 1, 1997
REVISION 4: EFFECTIVE AUGUST 15, 2000
{PAGE}
WEST MARINE VENDOR AGREEMENT
REVISION 4: EFFECTIVE AUGUST 1, 2000
{Table}
{Caption}
INDEX PAGE NUMBER
----- -----------
{S} {C} {C}
1.0 WEST MARINE ADDRESS LIST 4
1.0.1 West Marine Merchandising Contact List 5
2.0 GENERAL INFORMATION 5
2.1 Standard Policies 5
2.2 Warranties 5
2.3 Indemnification 6-7
2.4 Insurance Certificate 6
2.5 Disclosure Information 8
2.6 Gifts and Entertainment 8
2.7 New Store Support 8
2.8 Store Remodel and New Product Support 9
3.0 PURCHASE ORDER REQUIREMENTS 9
3.0.1 Standards 9
3.1 Acceptance 9
3.2 Notification 9
3.3 Delivery Date 9
3.4 New Product Delivery Date 10
3.5 Backorders 10
3.55 Expediting and Tracking 10
3.6 Ship-to Location 10
4.0 SPECIAL ORDERS AND DROP SHIPMENTS 10
4.0.1 Fulfillment Standards 11
5.0 PRICING AND PRODUCT INFORMATION REQUIREMENTS 11
5.0.1 Pricing Standards 11
5.3 Prize Protection 11
5.4 Hazardous Product 11-12
5.5 Visual Merchandising 13
5.6 New Products and Consumer Packaging Changes 13
5.8 Point of Purchase Displays and Signage (POP) 13
{/Table}
1
{PAGE}
{Table}
{Caption}
INDEX PAGE NUMBER
----- -----------
{S} {C} {C}
6.0 BARCODE LABELS 13
6.0.1 West Marine Barcode Standards 13
6.1 Code Management 14
6.3 U.P.C. Specifications 14
7.0 ACCOUNTS PAYABLE STANDARDS 14
7.0.1 Terms for Payment 14
7.1 Payment 15
7.2 Credit Memos 15
7.3 Shipment Discrepancies 15
7.4 Open Balances 16
7.5 Invoices 16
8.0 PRODUCT RETURN POLICY 16
8.0.1 Standards 16
8.1 Options to Handle Product Returns 17
8.3 Credit 17
8.35 Return to Vendor Specific 18
8.4 Product Return Codes 18
8.5 Defective Merchandise from Acquired Product Lines 18
8.6 Vendor Warranty Policy 18
10.0 TRANSPORTATION SERVICES 19
10.0.1 Transportation Standards 19
10.1 Transportation Freight Terms 19
10.2 Transportation Routing and Mode Selection 19
10.3 Freight Presentation 19
10.4 Shipping Hazards 20
10.5 Bill of Lading Preparation 20
10.6 Master Bill of Lading 20
10.7 Import Transportation 20
{/Table}
2
{PAGE}
{Table}
{Caption}
INDEX PAGE NUMBER
----- -----------
{S} {C} {C}
11.0 DISTRIBUTION SERVICE CENTER 21
11.0.1 Standards 21
11.1 Marking 21
11.2 Packing 22
11.3 Packing List 22
11.4 Master Carton Size and Quality 23
11.5 Pallet Size, Construction, and Wrapping 23
11.6 Appointments for Inbound Goods 23
12.0 SPECIAL HANDLING CHARGES SUMMARY 24
12.5 WEB SITES AND LINKS 24
12.5.1 Links to & from the West Marine and Port Supply Sites 25
12.5.2 Lists of Dealers in Vendor Web Sites 25
12.5.3 Selling Products Directly On-Line 25
12.5.4 Providing Product Information On-Line 25
13.0 ADDITIONAL PROVISIONS 25
13.0.1 Modification 25
13.0.2 Binding on Heirs 26
13.0.3 Rules of Construction 26
13.0.4 No Joint Venture 26
13.0.5 Integration 26
13.0.6 Gender 26
13.0.7 Time 26
13.0.8 Joint and Several Liability 26
13.0.9 Counterparts 26
13.0.10 Limitation on Authority 27
13.0.11 Assignment 27
13.0.12 Compliance with Law 27
15.0 VENDOR CONTACT SHEET 29
16.0 NEW VENDOR INFORMATION 30
16.1 New Product Worksheet 30
16.2 Vendor Set-up Form 31
16.3 W-9 IRS (reference) 32
17.0 AGREEMENT SIGNATURES 32
{/Table}
3
{PAGE}
1.0 WEST MARINE CONTACTS, ADDRESSES, TELEPHONE AND FAX NUMBERS
* *
OUTSIDE AGENCIES
U.S. Dot Hotline (800) 467-4922
Uniform Code Council (937) 435-3870
California's Office of Environmental Health Hazard Assessment (916) 445-6900
4
{PAGE}
1.01 WEST MARINE MERCHANDISING CONTACTS
* *
2.0 GENERAL INFORMATION
This agreement made as of the date specified below, by and between "West
Marine", as defined below, and the undersigned Vendor. For good and valuable
consideration and the mutual covenants herein contained, West Marine and the
undersigned Vendor agrees as follows:
2.1 STANDARD POLICES
The standards in this agreement became effective October 1, 1997 and shall
remain in effect until superseded in writing by West Marine. Revision 4 changes
become effective on August 1, 2000. For purposes of this agreement, "West
Marine" shall mean and include: West Marine, Inc., West Marine Products, Inc.,
West Marine Puerto Rico, Inc., E&B Marine, Inc., E&B Discount Marine, Goldbergs'
Marine Distributors, Inc., James Bliss & Co., Inc. or any other trade name used
by any of the foregoing, or any parent company, subsidiary successor, assign, or
other affiliate of the foregoing. The open term of this agreement does not apply
to effective dates for pricing. Vendor agrees to execute this agreement and
return the same to West Marine with thirty (30) days of receipt. Failure to
return this agreement within the specified time period will prevent West Marine
from carrying and marketing Vendor's products. By signing this agreement, the
Vendor agrees to adhere to the terms stated. Exceptions to this agreement must
be communicated to West Marine, and agreed to in writing by West Marine and the
Vendor, 30 days prior to any change becoming effective.
2.2 WARRANTIES
West Marine owes it to our customers to provide defect-free products that meet
acceptable quality standards. Therefore, Vendors warrant that all merchandise
delivered shall be: free from defects in workmanship, conform to applicable
samples or other descriptions furnished by the Vendor and/or agreed to by West
Marine (whichever standards result in a higher quality), are merchantable (as
defined in the applicable version of the Uniform Commercial Code), are fit and
appropriate for the purpose such merchandise was designed for and for reasonable
and foreseeable misuses of the merchandise, and comply with Vendor's published
specifications in effect as of the effective date of this agreement, (unless
superseded by new specifications agreed to by the Vendor and West Marine, in
writing). Vendor further represents and warrants, in addition to all warranties
implied by law, that each item of merchandise ordered by West Marine, together
with all labeling and packaging furnished by Vendor, shall conform in all
respects with all applicable federal, state and local laws and regulations,
including but not limited to, applicable laws and regulations related to
protection of the environment, safety, health, labeling and flammability. Vendor
agrees to take all action necessary to extend to West Marine and it's customers
product-specific warranty and time frame specified by, or granted to, the
Vendor, together with service warranties and guarantees, if any.
5
{PAGE}
2.3 INDEMNIFICATION
West Marine requires an Indemnification Agreement ("Indemnification Agreement).
Vendor agrees to sign and return the Indemnification agreement (attached hereto
and incorporated herein by this reference):
Insurance Data Services
151 N. Lyon Ave
Hemet, CA 92543-3831
Failure to submit the Indemnification Agreement by the deadline will prevent
West Marine from carrying and marketing Vendor's products.
2.4 INSURANCE CERTIFICATE
West Marine requires that Vendor provide a certificate of insurance ("Insurance
Certificate") naming West Marine and all other entities identified in section
2.1 as additional insured. The policy should be submitted within 30 days to:
Insurance Data Services
151 N. Lyon Ave
Hemet, CA 92543-3831
Vendor agrees to provide updated Insurance Certificates on an annual basis.
6
{PAGE}
VENDOR INDEMNIFICATION AGREEMENT
THIS AGREEMENT made as of the date hereof, by and between WEST MARINE, INC.
("West Marine") and the undersigned ("Vendor").
IN CONSIDERATION of the mutual promises contained herein and for other good and
valuable consideration Vendor hereby agrees as follows:
1. Vendor agrees to indemnify, defend (with attorneys reasonably
acceptable to WEST [as hereinafter defined]), and hold West Marine and its
subsidiaries, parents, and affiliates, and their respective associates,
employees, directors, officers, agents, and contractors (collectively "WEST")
from any and all liabilities, damages, judgments, awards, settlements, costs,
expenses, and attorney's fees (collectively, "Claims") brought against WEST
(including, without limitation, claims for personal injury or property damage)
that arise from, or relate in any way to, (i) the sale, exchange or service by
WEST of any product manufactured or distributed by Vendor, which product is
defective or otherwise deficient in any respect in its manufacture, design,
construction, distribution, assembly or otherwise; and/or (ii) any negligent act
or omission of Vendor or its employees, agents, or contractors; and/or (iii)
Vendor's failure to supply merchandise that conforms, in all respects to, and/or
to observe or comply with, all applicable federal, state and local laws, orders,
regulations, rules, ordinances, rulings and/or directives including, but not
limited to, applicable environmental, safety, health, labeling and flammability
laws; and/or (iv) Vendor's breach of any express or implied warranties or
representations made to West Marine.
THE FOREGOING INDEMNITY SHALL NOT EXTEND TO OR INCLUDE ANY CLAIMS TO THE EXTENT
CAUSED SOLELY BY THE NEGLIGENT OR WILLFUL AFFIRMATIVE ACTS OF WEST.
2. West Marine shall give written notice to Vendor at the address
specified below of any act or occurrence involving a Claim, as soon as
reasonably practicable after the occurrence of such claim shall have come to
West Marine's knowledge, provided that failure to give such notice shall not
relieve Vendor of its obligations hereunder, except to the extent of any
prejudice incurred by Vendor as a result of such delay. If an action or other
proceeding is brought or filed with respect to a claim, West Marine agrees to
395598
|
Dickie Walker
As referenced in this Strategic Alliance Agreement:
DICKIE WALKER MARINE, INC – as of this 19th day of
December, 2001 ("Effective Date"), by and between WEST MARINE PRODUCTS, INC.,
with an address at 500 Westridge Drive, Watsonville, CA 95076 ("West Marine"),
AND DICKIE WALKER MARINE, INC ., with an address at 470 Nautilus Street, Suite
312, La Jolla, CA 92037 ("DWM") with the goal of forming a strategic alliance
between the two companies to increase the
_____________
Dickie Walker Marine, Inc – PAGE}
If to West Marine:
West Marine Products, Inc.
500 Westridge Drive
Watsonville, CA 95076
(or current business address)
Attention: Ken Corwin, Sr. VP & General Merchandise Manager
If to DWM:
Dickie Walker Marine, Inc .
470 Nautilus Street, Suite 312
La Jolla, CA 92037
(or current business address)
Attention: Jerry Montiel, CEO
20. No Implied Waiver. Either party's failure to insist in any
_____________
DICKIE WALKER MARINE, INC – shall survive any termination or expiration of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date first above written.
WEST MARINE PRODUCTS, INC. DICKIE WALKER MARINE, INC .
/s/ Ken Corwin /s/ Julie Sargent Knudsen
-------------------------------- --------------------------------
By: Ken Corwin, Senior V.P. Julie Sargent Knudsen, President
10
{PAGE}
EXHIBIT A
TO THE
STRATEGIC ALLIANCE AGREEMENT
WEST MARINE VENDOR
_____________
DICKIE WALKER MARINE, INC – SBE415673
121 WEST TRADE STREET, 21ST FL
CHARLOTTE, NC 28255 DATE OF EXPIRY : JUNE 30, 2002
PLACE OF EXPIRY: IN THE UNITED STATES
APPLICANT: BENEFICIARY:
WEST MARINE FINANCE COMPANY INC. DICKIE WALKER MARINE, INC .
500 WESTRIDGE DRIVE 470 NAUTILUS, SUITE 312
WATSONVILLE, CA 95076 LA JOLLA, CA 92037
AMOUNT: USD 1,041,949.30 +/- 5%
ONE MILLION FORTY ONE THOUSAND NINE
HUNDRED FORTY
_____________
DICKIE WALKER MARINE INC – N.A.
121 West Trade Street, 21ST FLOOR
NC1-005-21-01
CHARLOTTE, NC 28255
50 APPLICANT
WEST MARINE FINANCE COMPANY, INC.
500 WESTRIDGE DRIVE
WATSONVILLE, CA 95076
59 BENEFICIARY
DICKIE WALKER MARINE INC .
470 NAUTILUS, SUITE 312
LA JOLLA, CA 93037
32B CURRENCY CODE, AMOUNT
USD 1,041,949.30
39A PERCENTAGE CREDIT AMOUNT TOLERANCE
05/05
41D AVAILABLE WITH ... BY ...
WELLS
_____________
dt 1373572
;
West Marine
As referenced in this Strategic Alliance Agreement:
West Marine, Inc. – remain in effect until superseded in writing by West Marine. Revision 4 changes
become effective on August 1, 2000. For purposes of this agreement, "West
Marine" shall mean and include: West Marine, Inc. , West Marine Products, Inc.,
West Marine Puerto Rico, Inc., E&B Marine, Inc., E&B Discount Marine, Goldbergs'
Marine Distributors, Inc., James Bliss & Co., Inc. or any other trade
_____________
WEST MARINE, INC. – CA 92543-3831
Vendor agrees to provide updated Insurance Certificates on an annual basis.
6
{PAGE}
VENDOR INDEMNIFICATION AGREEMENT
THIS AGREEMENT made as of the date hereof, by and between WEST MARINE, INC.
("West Marine") and the undersigned ("Vendor").
IN CONSIDERATION of the mutual promises contained herein and for other good and
valuable consideration Vendor hereby agrees as follows:
1. Vendor agrees
_____________
dt 1455905
;
|
BofA
As referenced in this Strategic Alliance Agreement:
BANK OF AMERICA, N.A. – N.A.
/s/ S. Chley
----------------------------
Authorized Signature
20 DOCUMENTARY CREDIT NUMBER
5040815
31C DATE OF ISSUE
011022
31D DATE AND PLACE OF EXPIRY
(CANNOT READ THIS NUMBER)
51B APPLICANT BANK
BANK OF AMERICA, N.A.
121 West Trade Street, 21ST FLOOR
NC1-005-21-01
CHARLOTTE, NC 28255
50 APPLICANT
WEST MARINE FINANCE COMPANY, INC.
500 WESTRIDGE DRIVE
WATSONVILLE, CA 95076
59 BENEFICIARY
DICKIE
_____________
BANK OF AMERICA, N.A. – TOLERANCE
05/05
41D AVAILABLE WITH ... BY ...
WELLS FARGO BANK, HEAD OFFICE
420 MONTGOMERY ST.
SAN FRANCISCO, CA 94104-1205
BY NEGOTIATION
42C DRAFTS AT...SIGHT
{/Table}
{PAGE}
42D DRAWEE
BANK OF AMERICA, N.A. , CHARLOTTE, NC
43P PARTIAL SHIPMENTS
ALLOWED
43T TRANSHIPMENT
ALLOWED
[unreadable]
-------------------------------
HONG KONG OR SHANGHAI CHINA
44B FOR TRANSPORTATION TO...
SEE ADDITIONAL CONDITIONS
44O LATEST DATE OF SHIPMENT
020601
45A
_____________
BANK
OF AMERICA, N.A. – AT THE TIME YOU ARE ASKED TO TRANSFER THIS CREDIT OR
WHEN YOU RECEIVE DOCUMENTS. THIS LETTER OF CREDIT COVERS 100
PERCENT OF INVOICE VALUE. DOCUMENTS MUST BE FORWARDED TO BANK
OF AMERICA, N.A. 121 WEST TRADE STREET, 21ST FLOOR
NC1-005-31-01, CHARLOTTE, NC 28255 ATTN TRADE BANK SECTION IN
ONE LOT BY COURIER. THE AMOUNT OF EACH DRAWING MUST BE
_____________
dt 1554136
|
Preview
Full Doc
| 2002 |
Strategic Alliance Agreement
Strategic Alliance Agreement (158K)
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STRATEGIC ALLIANCE AGREEMENT
This strategic alliance agreement ("Agreement") is made as of this 19th day of
December, 2001 ("Effective Date"), by and between WEST MARINE PRODUCTS, INC.,
with an address at 500 Westridge Drive, Watsonville, CA 95076 ("West Marine"),
AND DICKIE WALKER MARINE, INC., with an address at 470 Nautilus Street, Suite
312, La Jolla, CA 92037 ("DWM") with the goal of forming a strategic alliance
between the two companies to increase the sales and profitability of West
Marine's apparel and related products department.
For and in consideration of the mutual covenants herein contained, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
1. Term. Subject to earlier termination as set forth herein, this
Agreement shall terminate two (2) years from the Effective Date hereof ("Initial
Term"), unless extended for successive one (1) year terms by mutual, written
agreement of the Parties (each a "Renewal Term"). Notwithstanding the foregoing,
the parties will review the performance of the apparel department on an annual
basis within the period specified in achievement of the "Measurement Goals" (as
defined in Section 13), and other retail factors normally associated with retail
performance, to determine the economic viability of the venture contemplated by
this Agreement. It is agreed that West Marine shall have the sole and final
determination as to whether to renew the Agreement after the Initial Term and
for any subsequent Renewal Term. The Initial Term and all Renewal Terms
hereinafter collectively shall be referred to as the "Term."
2. Standard Vendor Agreement. DWM agrees to be bound by all of the terms
and conditions set forth in West Marine's Standard Vendor Agreement, including
the indemnification agreement contained therein (collectively, "SVA"), * * A
copy of the "SVA" is attached hereto as Exhibit "A" and incorporated herein by
this reference. In the event of any inconsistency between this Agreement and the
SVA, this Agreement shall control, except as otherwise expressly set forth
herein.
3. Product Development and Design.
A. DWM will develop, design, manufacture (through reputable suppliers),
package, supply and deliver to West Marine for resale a line of certain casual
apparel and accessories designated by West Marine in accordance with prices,
plans, specifications, quality assurance standards, and production schedules
mutually agreed upon by the parties ("Specifications") and purchase orders
placed by West Marine and accepted by DWM ("Purchase Orders"), for retail sale
in West Marine's stores, catalogs and retail website at the URL website located
at www.westmarine.com under the label "West Marine" or other names or labels
chosen by West Marine (the "West Marine Brand Apparel"). All of the containers,
packaging and labels for the West Marine Brand Apparel shall include the
trademarks, trade names, trade dress, logos, designs, bar codes aid other
identifying features (collectively, "Trademarks"), as determined by West Marine.
DWM acknowledges and agrees that West Marine, at all times during and after the
Term of this Agreement, is and shall continue to be the sole and exclusive owner
of all right, title and interest in and to the West Marine Trademarks, including
those of the West Marine Brand Apparel.
B. DWM will be the primary supplier of West Marine's casual apparel
department (exclusive of foul weather gear and shoes) through the West Marine
Brand Apparel including design and development, sourcing of fabrics, trims,
packaging and cut and sew, subject to the Specifications and the terms and
conditions of this Agreement.
1
{PAGE}
C. DWM will develop at least two lines per year of the West Marine
Brand Apparel, one for Spring and one for Fall, which lines must be submitted to
and approved by West Marine * *. In this regard, DWM will design the lines
in accordance with the Specifications and forward samples of merchandise for
West Marine's final written approval within the specified time periods.
4. Production and Manufacturing: DWM represents and warrants to West
Marine that DWM:
A. Will be responsible for the timely production, manufacturing, and
quality control of all of the West Marine Brand Apparel in accordance with the
Specifications;
B. Will Manufacture the West Marine Brand Apparel in a good and
workmanlike manner and will comply with all applicable U.S. federal, state and
local laws, ordinances and regulations, as well as all laws of the country in
which the West Marine Brand Apparel will be manufactured, including all import
and export laws and regulations. In this regard, DWM will utilize its best
efforts to not use any cutting, sewing or other contractors, manufacturers or
distributors that abuse U.S. Child Labor or other employment standards or laws;
C. Will inspect and approve the finished product before shipment to the
United States or other DWM or West Marine designated locations and such approval
will be granted only if the West Marine Brand Apparel: conforms to
Specifications, including all quality assurance standards; meets the
requirements of all applicable laws and regulations; is packaged, labeled,
priced and invoiced in accordance with the Specifications (and/or as specified
in the SVA); and is executed according to the practices and regulations of the
country of exportation;
D. Will issue inspection certificates or return the West Marine Brand
Apparel and process claims against the manufacturer(s) for product that fails to
meet the Specifications. In the case of claims resulting from any defective or
rejected West Marine Brand Apparel (including, without limitation, defects
discovered after receipt and resale by West Marine), DWM will reimburse West
Marine therefore * *; and
E. Will use its best efforts to make quality products with quality
workmanship: that all materials used in the manufacturing process will be new,
in accordance with legal requirements, and of good and merchantable quality;
that each product delivered to West Marine will, at the time of delivery, be
free of defects; and that West Marine will receive good title to it free of all
liens, and encumbrances of any kind.
5. Ordering:
A. * *
B. * *
C. Nothing In this Agreement is intended to create any duty on the part
of West Marine to place any Purchase Order or Assortment Approval letter or on
the part of DWM to accept any Purchase Order or Assortment Approval letter, it
being expressly understood that the placement of any such Purchase Order or
Assortment Approval letter may be revoked and canceled by West Marine at any
time prior to the acceptance thereof by DWM by commencement of purchasing or
manufacture.
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{PAGE}
6. Distribution:
A. DWM will receive, ship, and warehouse all West Marine Brand Apparel
in DWM's distribution center in San Diego County, California and will be
responsible for the shipping of said product to each West Marine location as
specified in the Purchase Orders.
B. All shipments from DWM warehouse to West Marine stores (or other
specified locations) will be shipped according to West Marine's shipping
instructions. Delivery will be F.O.B. DWM's warehouse. West Marine will select
the carrier.
C. All charges pertaining to the importation and transportation of the
West Marine Brand Apparel to DWM's warehouse including, without limitation, all
costs related to customs' duties, sales, use, value added or any similar taxes,
costs for the visa, imports, freight charges, broker fees, insurance, personal
property taxes and other related charges shall be paid solely by DWM. West
Marine is responsible for all reasonable and actual shipping charges incurred to
ship the West Marine Brand Apparel from the DWM warehouse to the designated West
Marine stores, distribution centers, or other specified locations. Title and
risk of damage or loss of the West Marine Brand Apparel passes to West Marine
after possession transfers at the time of invoicing from DWM, provided however,
that DWM shall remain responsible for damage or loss to West Marine Brand
Apparel caused by its employees, agents, and subcontractors.
D. West Marine must inspect all West Marine Brand Apparel within * *
from date of receipt at the shipping destination, and may reject any goods that
fail to meet the Specifications or other restrictions or regulations imposed by
this Agreement or applicable law. Rejected products will be returned to DWM.
7. Web-site and Direct Orders Fulfilled by DWM:
A. DWM and West Marine may mutually develop and determine the
party(ies) responsible for the costs, operation and maintenance of an e-commerce
website which will display and offer for sale the West Marine Brand Apparel
("the Website"). Such website shall either be a separate websites, a separate
page on the DWM Website or a separate page on the West Marine website, as the
parties shall mutually determine. West Marine shall have the right to develop or
approve, at its sole discretion, the Website including, without limitation, the
design, content, functionality, and its "Look and Feel" (defined as the
distinctive and particular elements of graphics, design, organization,
presentation, layout, user interface, navigation, trade dress and stylistic
convention [including the digital implementations thereof] of a party's website,
the associated online framing areas surrounding the content thereon, and the
total appearance and impression substantially formed by the combination,
coordination and interaction of these elements). West Marine and DWM, as
applicable, will each provide links to Website from pages from their respective
websites to be mutually agreed upon. The promotional efforts of West Marine and
DWM are set forth in Section 9 below.
B. In addition, DWM offers embroidery of certain designs for a fee to
customers. DWM agrees that the sale of the West Marine Brand Apparel with
requests for such embroidery services which are fulfilled by and delivered to a
customer, directly by DWM through any DWM channels of distribution (the "DWM
Direct Orders") will generate "Net Revenue" for West Marine and will be
calculated, paid and reported to West Marine in the time and manner specified in
Section 8 below. West Marine may elect to offer the West Marine Brand Apparel
and other products supplied by DWM for sale directly on the West Marine websites
or in the West Marine shipping cart, and Dickie Walker shall have not right to
any revenue generated from such sales with the exception of any embroidery,
shipping or distribution fees
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{PAGE}
that may be incurred by West Marine for services performed by DWM in the process
of fulfilling the orders. Any DWM Direct Orders fulfilled by DWM on behalf of
West Marine are subject to the current standard embroidery, shipping and
fulfillment fees that Dickie Walker would charge West Marine for sales made from
its own website and such charges will be deducted directly from the Net Revenue
to be paid to West Marine at the time specified in Section 8 below. Any increase
in such charges during the Term shall require West Marine's prior written
consent.
8. Revenue and Reporting:
A. For purposes of this Agreement the "Net Revenue" to be paid by DWM
to West Marine shall mean the actual order retail price for the DWM Direct
Orders of the West Marine Brand Apparel sold to customers and fulfilled directly
by DWM less only returns and the standard embroidery and fulfillment fees
charged by DWM to West Marine.
B. Such Net Revenue shall be due and payable within thirty (30) days
following the end of each calendar month to West Marine (or credited on account,
as West Marine shall determine), unless otherwise specified in a written program
statement provided by DWM and agreed to in writing by West Marine management.
Along with such payment or credit to West Marine, DWM will provide a summary
report to document the calculation of net revenue. Upon request, DWM shall
provide a quarterly report showing, in detail, the calculation of the Net
Revenue including dates, customer names, ship to addresses, units sold, price,
gross retail sales dollars, product type, taxes, shipping and handling charges,
refunds, and embroidery fees and fulfillment charges deducted.
C. For the Term of this Agreement and for a period of five (5) years
thereafter, DWM agrees to maintain sufficient books, records and accounts
regarding the sales activity contemplated under this Agreement, in order to
allow West Marine to calculate and confirm compliance with any and all
obligations hereunder, including payment obligations of the Net Revenue. West
Marine shall have the right to inspect, audit and copy, at its own expense, the
books and records of DWM upon notice of not less than 30 days. If a deficiency
in payment of Net Revenue of more than five percent (5%) is discovered by such
audit, then DWM shall be responsible for all audit costs incurred by West
Marine.
9. Promotion: DWM may supply promotional ideas to maximize sales of the
West Marine Brand Apparel. This includes advice on placement and display of
product, ad slicks, ad themes and other promotional ideas, provided that West
Marine shall be under no obligation to use all or any portion of such
promotional ideas. It being understood that all marketing efforts, if any, shall
be at West Marine's sole discretion and determination.
10. Pricing of Product: All prices, both wholesale and suggested retail,
will be reviewed and approved by West Marine prior to the ordering and sale of
any West Marine Brand Apparel. DWM will use its best efforts to negotiate and
obtain advantageous prices for West Marine. Moreover, DWM shall not adjust any
wholesale or retail pricing of the West Marine Brand Apparel without West
Marine's prior written consent.
11. Payment Terms.
A. The West Marine Brand Apparel will be manufactured inside and
outside of the United States and subject to the following:
(i) For West Marine Brand Apparel manufactured outside of the
United States (the "Overseas Apparel"), West Marine will provide DWM with a
transferable or standby letter of credit upon request by DWM for either a
portion or all of the product manufactured outside of the United States. The
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{PAGE}
letter of credit for the first Purchase Order issued by West Marine for
Overseas Apparel is attached hereto as Exhibit "B" and incorporated herein by
this reference. Any additional Purchase Orders for Overseas Apparel will require
additional Purchase Orders and letters of credit in the same form. Such letter
of credit is payable in accordance with the terms specified therein on the date
of the Overseas Apparel exits file country of origin, for all such Overseas
Apparel which is contained on the Purchase Order issued by West Marine, attached
to the letter of credit and imported into the United States for sale to West
Marine. For product manufactured outside of the United States for which a letter
of credit has not been issued, DWM will deliver to West Marine an invoice
describing the products and including the name of each product, its identifying
numbers, the place where such product was delivered and the agreed price of each
such product. West Marine will pay any undisputed invoices within forty-five
(45) days from the later of receipt of invoice or receipt of goods at the DWM
distribution centers.
(ii) For the West Marine Brand Apparel for which West Marine
has issued a Purchase Order or Assortment Approval letter and that is as a
result, manufactured within the United States and delivered to and received in
DWM's distribution center (the "Domestic Apparel"), DWM will deliver to West
Marine an invoice describing the products and including the name of each
product, its identifying numbers, the place where such product was delivered and
the agreed price of each such product. West Marine will pay any undisputed
invoices within forty-five (45) days from the later of receipt of invoice or
receipt of goods at the DWM distribution centers.
12. Confidential Information/Licenses/Ownership:
A. Confidential Information.
(i) Each party acknowledges that, in the course of business
development for the other and in performing its respective duties under this
Agreement, it may obtain certain information owned by the disclosing party
("Discloser") which the Discloser considers to be confidential (such information
shall be deemed to be "Confidential Information"). The term Confidential
Information includes all specifications, drawings, sketches, models, samples,
forecasted and current data, computer program or documentation or other
technical, business or marketing information, business strategies, financial
data, unannounced product information and/or designs, individual employee
compensation or benefits information; sales information, such as comparisons,
pricing practices and markups on merchandise; Trademarks; trade secrets,
software, inventions, proprietary information, other intellectual property,
data, graphs, graphics, pictures, diagrams, methodologies, techniques, ideas,
concepts, know-how, illustrations, pictures promotional plans and advertising;
shortage figures and methods of loss prevention; sourcing; product lines,
product ideas; price lists, customer lists, the identity of vendors and the
products they supply to Discloser lists of dealers, customer and/or prospective
dealers and customers; any proposals made to or received by from prospective
dealers and/or customers; all materials, including, but not limited to
documents, drawings, samples, sketches, designs, software programs and
information related to any color palette or color standards, furnished to
Recipient by Discloser or any of Discloser's vendors, agents or representatives;
all communications between Discloser and Recipient, and between Discloser's
vendors and Recipient where Recipient is communicating for, on behalf of, or in
connection with the business of Discloser; and any other information designated
from time to time by Discloser as confidential, or any information which
Recipient should reasonably believe to be confidential. Confidential Information
shall not include any material, data or information that is: (a) publicly
available or later becomes publicly available other than through a breach of
this Agreement; (b) known to Recipient prior to such disclosure or is
independently developed by Recipient subsequent to such disclosure; or (c)
subsequently lawfully obtained by Recipient from a third party without
obligations of confidentiality. If Recipient becomes aware of any unauthorized
use or disclosure of the Confidential Information, Recipient shall promptly and
fully notify Discloser of all facts known to Recipient concerning such
unauthorized use or disclosure of the Confidential Information. If Recipient is
requested or required by a governmental or regulatory entity to disclose any of
the Confidential Information, as soon as possible after becoming aware of such
requirement and prior to disclosing Confidential Information pursuant
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{PAGE}
thereto, if legally permitted based solely on the reasonable legal judgment of
Recipient's counsel, Recipient shall so notify Discloser in writing and, if
possible, Recipient shall provide Discloser notice not less than five (5)
business days prior to the required disclosure.
(ii) Recipient acknowledges that any transmission of
Confidential Information shall not create any ownership right in such
Confidential Information in the Recipient and Recipient agrees that it shall
not, directly or indirectly, disclose any Confidential Information to any other
party, corporation, affiliate, subsidiary, organization or person of any kind
without the prior express written consent of the Discloser, except that
Recipient may disclose such Confidential Information to its employees or
consultants as may be reasonably necessary for purposes of performing its
duties.
(iii) Recipient shall use such Confidential Information solely
and exclusively for the purposes set forth in this Agreement, shall hold the
Confidential Information in confidence during the Term of this Agreement and at
all times thereafter and shall advise its employees and consultants of the
proprietary nature of the Information and direct them to keep such Information
confidential. Upon termination of Agreement, all Confidential Information
(including all copies thereof) shall, upon request of Discloser, be promptly
returned or destroyed, at the option of the Discloser and Recipient shall
certify in writing to Discloser of such disposition upon written request.
B. Ownership. Recipient acknowledges and agrees that Discloser owns all
right, title and interest in and to its Confidential Information prior to and/or
during the Term of this Agreement. In this regard, West Marine agrees that all
designs for the West Marine Brand Apparel and accessories that DWM provides to
West Marine shall be owned by DWM (except that West Marine shall be the sole and
exclusive owner of the West Marine Trademarks therein). In this regard, it is
agreed that DWM is free to manufacture, market, produce, sell and distribute
(for its own account and without accounting to the other party) apparel of such
design under DWM's own or other trade names, during or after the termination of
this Agreement, provided that DWM shall not, directly or indirectly,
manufacture, market, produce or distribute such design to any other marine
supply company without West Marine's prior written consent. DWM shall retain
ownership of all fixtures it provides to West Marine for displaying said apparel
and accessories, except that upon termination of this Agreement, West Marine
shall have the right to purchase such fixtures from DWM at a mutually agreed
upon price, not to exceed the then fair market value.
C. Licenses. Subject to the terms and conditions of this Agreement,
Discloser grants to Recipient and non-exclusive, non-transferable, limited
license, without the right to sublicense, to use, reproduce, publicly perform,
distribute and display the Discloser's Trademarks solely in the form and manner
approved by the Discloser and solely during the Term for the specific and
limited purposes set forth in this Agreement. This license will terminate upon
termination of this Agreement for any reasons.
13. Intent and Measurements. It is the intention of both parties to form a
mutually beneficial relationship to improve West Marine's total sales, gross
margins and inventory; in the West Marine casual apparel department, over the
Term of this Agreement to the mutual satisfaction of the parties. * *
A. The Measurement Goal for the initial term is as follows: DWM is to
be the primary source of West Marine Brand Apparel to be supplied to West
Marine. The gross margin goal is * * with department retail sales goal of
approximately * *. Both parties will use reasonable commercial efforts to
reach this goal. The parties will review sales performance no less than one
hundred eighty days (180) prior to the end of each anniversary date of the
Effective Date to determine if this Measurement Goal is anticipated to be met
(the "Projected Goal Date") and again no less than thirty (30) days prior to the
expiration of each one (1) year anniversary date of such Effective Date (the
"Actual Goal Date").
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{PAGE}
B. The Measurement Goal for each Renewal Term shall be mutually
determined by the parties as follows: DWM and West Marine will create
merchandise and sales plans no less than * * prior to each seasons before
purchase commitments are made, to include mutually agreed upon target gross
margin, inventory levels, inventory turn and sales projections, using their best
efforts to improve West Marine's total sales and profit in the apparel
department ("Measurement Goal Standard"). The parties will also determine within
each such Renewal Term whether the Projected Goal and Actual Goal have been met
by the Projected Goal and Actual Goal Dates, respectively.
14. Termination:
A. Either party may terminate this Agreement any time after initial
term or any then current Renewal Term by delivering notice of such termination
to the other party at least 30 days prior to expiration of such Term.
B. Moreover, either party may terminate this Agreement in the event the
Measurement Goal is not anticipated to be met by the Projected Goal Date or
actually met by the Actual Goal Date during the initial term or any Renewal
Term, termination effective upon such applicable Date.
C. A party may terminate this Agreement at any time that the other
party material breaches this Agreement and fails to cure it within ten (10)
calendar days after written notice of the breach is given. Such termination
shall be effective upon the expiration of such cure period. Any non-cancelable
purchase orders or Assortment Approval Letters previously issued by West Marine
for product not yet delivered by DWM will still be in effect after the
termination of this agreement.
D. A party may terminate this Agreement upon the institution of
bankruptcy, receivership, insolvency, reorganization or other similar
proceedings by or against the other party under any section or chapter of the
United States Bankruptcy Code, as amended, or under any similar laws or statutes
of the United States or any state thereof, if such proceedings have not
dismissed or charged within thirty 30 calendar days after they are instituted;
or the insolvency or malting of an assignment for the benefit of creditors or
the admittance by such party of any involuntary debts as they mature or the
institution of any reorganization arrangement or other readjustment of debt plan
of such party not involving the United States Bankruptcy Code; or any corporate
action taken by the Board of Directors of such party in furtherance of any of
the above actions; and/or appointment of a receiver for all or substantially all
of such party's assets or any corporate action taken by the Board of Directors
of such party in furtherance of the above action.
E. Upon termination of this Agreement for any reason DWM shall
immediately deliver to West Marine all West Marine Brand Apparel and all other
property of West Marine in the possession of DWM or subject to DWM's control or
direction. No such termination shall relieve a party of the obligation to make
the payments described in this Agreement which arose prior to the effect date of
such termination (and any other rights as by their nature must survive
termination), provided, however, than DWM shall not commence manufacture of any
West Marine Brand Apparel contained in a Purchase Order or Assortment Approval
Letter previously placed by West Marine unless otherwise directed in writing by
West Marine and shall use best efforts to sell any West Marine Brand Apparel not
containing the West Marine Trademark to other customers to mitigate any damages
otherwise payable by West Marine. Any non-cancelable purchase orders or
Assortment Approval Letters previously issued by West Marine to DWM for product
where manufacturing has commenced will still be in effect after the termination
of this agreement.
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15. Time is of the Essence: Time is of the essence in order for the parties
to achieve their goal of developing the West Marine Brand Apparel, accessories
and related gift items which will increase the sales and profitability of West
Marine's casual apparel and related products department. Both parties agree to
use their reasonable commercial efforts to cooperate with each other to
accomplish the terms of this Agreement.
16. Governing Law and Equitable Relief:
A. This Agreement shall be governed and construed in accordance with
the laws of the State of California without regard to the conflict of laws
provisions thereof. Both parties consent to jurisdiction in California and
further agree that any cause of action arising out of or relating to this
Agreement may be brought in a court in Santa Cruz County, California. Should any
litigation or arbitration (upon mutual agreement of the parties) be commenced by
any party concerning any provision of this Agreement or the rights and duties of
any party, the prevailing party in such litigation or arbitration shall be
entitled, in addition to such other relief as may be granted, to reasonable
attorneys' fees and expenses.
17. No Assignment. Neither party can assign this Agreement or any interest
herein without express prior written consent of the other party, except that
West Marine may assign this Agreement to any affiliate.
18. Severability. If any term of this Agreement is held by a court of
competent jurisdiction to be invalid or unenforceable, then this Agreement,
including all of the remaining terms, will remain in full force and effect as if
such invalid or unenforceable term had never been included.
19. Notices. Any notice required by this Agreement or given in connection
with it, shall be in writing and shall be given to the appropriate party by
personal delivery or by certified mail, postage prepaid, or recognized overnight
delivery services, subject to the right of either party to change its address by
written notice.
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If to West Marine:
West Marine Products, Inc.
500 Westridge Drive
Watsonville, CA 95076
(or current business address)
Attention: Ken Corwin, Sr. VP & General Merchandise Manager
If to DWM:
Dickie Walker Marine, Inc.
470 Nautilus Street, Suite 312
La Jolla, CA 92037
(or current business address)
Attention: Jerry Montiel, CEO
20. No Implied Waiver. Either party's failure to insist in any one or more
instances upon strict performance by the other party of any of the terms of this
Agreement shall not be construed as a waiver of any continuing or subsequent
failure to perform or delay in performance of any term hereof.
21. Headings. Headings used in this Agreement are provided for convenience
only and shall not be used to construe meaning or Intent.
22. Entire Agreement/Modification. This Agreement sets forth the entire
agreement between the parties and supercedes any and all prior written and/or
oral agreements and representations and any and all contemporaneous oral
agreement with respect to the subject matter hereof. No modification, alteration
or amendment of this Agreement shall be valid or binding unless in writing and
signed by each of the parties.
23. Partly Bound. This Agreement shall be binding upon and shall inure to
the benefit of the parties and their respective heirs, executors,
administrators, affiliates, licensees, successors, assigns, representatives and
agents.
24. Counterparts. This Agreement may be executed in counterparts, all of
which when taken together, shall constitute one and the same instrument. This
Agreement shall be considered fully executed when each party delivers to the
others a facsimile counterpart of this Agreement signed by each party, followed
by a delivery of a manually subscribed counterpart of this Agreement to the
other party by mail, personal delivery or delivery by Federal Express or other
internationally recognized delivery service.
25. Press Releases. DWM shall not make any public press release regarding
time existence or content of this Agreement without West Marine's prior, written
approval. West Marine agrees to allow DWM to disclose some or all of the terms
of the agreement when required for financial documents or filings.
26. Independent Contractor. DWM is an independent contractor and not an
agent, employee or subsidiary of West Marine, and will not hold itself out as,
or give any person reason to believe that it is,
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an agent, employee or subsidiary of DWM. As an independent contractor, West
Marine agrees to indemnify and hold DWM harmless from and against any and all
claims, liabilities, and damages arising out of breach of this provision by, or
otherwise attributable to any act or omission of, West Marine, its agents, or
employees.
27. Survival. The terms of Sections 2, 4, 8, 12, 16, 19, 20, 23 and 25
shall survive any termination or expiration of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date first above written.
WEST MARINE PRODUCTS, INC. DICKIE WALKER MARINE, INC.
/s/ Ken Corwin /s/ Julie Sargent Knudsen
-------------------------------- --------------------------------
By: Ken Corwin, Senior V.P. Julie Sargent Knudsen, President
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EXHIBIT A
TO THE
STRATEGIC ALLIANCE AGREEMENT
WEST MARINE VENDOR AGREEMENT
STANDARD TERMS AND CONDITIONS
EFFECTIVE ON OCTOBER 1, 1997
REVISION 4: EFFECTIVE AUGUST 15, 2000
{PAGE}
WEST MARINE VENDOR AGREEMENT
REVISION 4: EFFECTIVE AUGUST 1, 2000
{Table}
{Caption}
INDEX PAGE NUMBER
----- -----------
{S} {C} {C}
1.0 WEST MARINE ADDRESS LIST 4
1.0.1 West Marine Merchandising Contact List 5
2.0 GENERAL INFORMATION 5
2.1 Standard Policies 5
2.2 Warranties 5
2.3 Indemnification 6-7
2.4 Insurance Certificate 6
2.5 Disclosure Information 8
2.6 Gifts and Entertainment 8
2.7 New Store Support 8
2.8 Store Remodel and New Product Support 9
3.0 PURCHASE ORDER REQUIREMENTS 9
3.0.1 Standards 9
3.1 Acceptance 9
3.2 Notification 9
3.3 Delivery Date 9
3.4 New Product Delivery Date 10
3.5 Backorders 10
3.55 Expediting and Tracking 10
3.6 Ship-to Location 10
4.0 SPECIAL ORDERS AND DROP SHIPMENTS 10
4.0.1 Fulfillment Standards 11
5.0 PRICING AND PRODUCT INFORMATION REQUIREMENTS 11
5.0.1 Pricing Standards 11
5.3 Prize Protection 11
5.4 Hazardous Product 11-12
5.5 Visual Merchandising 13
5.6 New Products and Consumer Packaging Changes 13
5.8 Point of Purchase Displays and Signage (POP) 13
{/Table}
1
{PAGE}
{Table}
{Caption}
INDEX PAGE NUMBER
----- -----------
{S} {C} {C}
6.0 BARCODE LABELS 13
6.0.1 West Marine Barcode Standards 13
6.1 Code Management 14
6.3 U.P.C. Specifications 14
7.0 ACCOUNTS PAYABLE STANDARDS 14
7.0.1 Terms for Payment 14
7.1 Payment 15
7.2 Credit Memos 15
7.3 Shipment Discrepancies 15
7.4 Open Balances 16
7.5 Invoices 16
8.0 PRODUCT RETURN POLICY 16
8.0.1 Standards 16
8.1 Options to Handle Product Returns 17
8.3 Credit 17
8.35 Return to Vendor Specific 18
8.4 Product Return Codes 18
8.5 Defective Merchandise from Acquired Product Lines 18
8.6 Vendor Warranty Policy 18
10.0 TRANSPORTATION SERVICES 19
10.0.1 Transportation Standards 19
10.1 Transportation Freight Terms 19
10.2 Transportation Routing and Mode Selection 19
10.3 Freight Presentation 19
10.4 Shipping Hazards 20
10.5 Bill of Lading Preparation 20
10.6 Master Bill of Lading 20
10.7 Import Transportation 20
{/Table}
2
{PAGE}
{Table}
{Caption}
INDEX PAGE NUMBER
----- -----------
{S} {C} {C}
11.0 DISTRIBUTION SERVICE CENTER 21
11.0.1 Standards 21
11.1 Marking 21
11.2 Packing 22
11.3 Packing List 22
11.4 Master Carton Size and Quality 23
11.5 Pallet Size, Construction, and Wrapping 23
11.6 Appointments for Inbound Goods 23
12.0 SPECIAL HANDLING CHARGES SUMMARY 24
12.5 WEB SITES AND LINKS 24
12.5.1 Links to & from the West Marine and Port Supply Sites 25
12.5.2 Lists of Dealers in Vendor Web Sites 25
12.5.3 Selling Products Directly On-Line 25
12.5.4 Providing Product Information On-Line 25
13.0 ADDITIONAL PROVISIONS 25
13.0.1 Modification 25
13.0.2 Binding on Heirs 26
13.0.3 Rules of Construction 26
13.0.4 No Joint Venture 26
13.0.5 Integration 26
13.0.6 Gender 26
13.0.7 Time 26
13.0.8 Joint and Several Liability 26
13.0.9 Counterparts 26
13.0.10 Limitation on Authority 27
13.0.11 Assignment 27
13.0.12 Compliance with Law 27
15.0 VENDOR CONTACT SHEET 29
16.0 NEW VENDOR INFORMATION 30
16.1 New Product Worksheet 30
16.2 Vendor Set-up Form 31
16.3 W-9 IRS (reference) 32
17.0 AGREEMENT SIGNATURES 32
{/Table}
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1.0 WEST MARINE CONTACTS, ADDRESSES, TELEPHONE AND FAX NUMBERS
* *
OUTSIDE AGENCIES
U.S. Dot Hotline (800) 467-4922
Uniform Code Council (937) 435-3870
California's Office of Environmental Health Hazard Assessment (916) 445-6900
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1.01 WEST MARINE MERCHANDISING CONTACTS
* *
2.0 GENERAL INFORMATION
This agreement made as of the date specified below, by and between "West
Marine", as defined below, and the undersigned Vendor. For good and valuable
consideration and the mutual covenants herein contained, West Marine and the
undersigned Vendor agrees as follows:
2.1 STANDARD POLICES
The standards in this agreement became effective October 1, 1997 and shall
remain in effect until superseded in writing by West Marine. Revision 4 changes
become effective on August 1, 2000. For purposes of this agreement, "West
Marine" shall mean and include: West Marine, Inc., West Marine Products, Inc.,
West Marine Puerto Rico, Inc., E&B Marine, Inc., E&B Discount Marine, Goldbergs'
Marine Distributors, Inc., James Bliss & Co., Inc. or any other trade name used
by any of the foregoing, or any parent company, subsidiary successor, assign, or
other affiliate of the foregoing. The open term of this agreement does not apply
to effective dates for pricing. Vendor agrees to execute this agreement and
return the same to West Marine with thirty (30) days of receipt. Failure to
return this agreement within the specified time period will prevent West Marine
from carrying and marketing Vendor's products. By signing this agreement, the
Vendor agrees to adhere to the terms stated. Exceptions to this agreement must
be communicated to West Marine, and agreed to in writing by West Marine and the
Vendor, 30 days prior to any change becoming effective.
2.2 WARRANTIES
West Marine owes it to our customers to provide defect-free products that meet
acceptable quality standards. Therefore, Vendors warrant that all merchandise
delivered shall be: free from defects in workmanship, conform to applicable
samples or other descriptions furnished by the Vendor and/or agreed to by West
Marine (whichever standards result in a higher quality), are merchantable (as
defined in the applicable version of the Uniform Commercial Code), are fit and
appropriate for the purpose such merchandise was designed for and for reasonable
and foreseeable misuses of the merchandise, and comply with Vendor's published
specifications in effect as of the effective date of this agreement, (unless
superseded by new specifications agreed to by the Vendor and West Marine, in
writing). Vendor further represents and warrants, in addition to all warranties
implied by law, that each item of merchandise ordered by West Marine, together
with all labeling and packaging furnished by Vendor, shall conform in all
respects with all applicable federal, state and local laws and regulations,
including but not limited to, applicable laws and regulations related to
protection of the environment, safety, health, labeling and flammability. Vendor
agrees to take all action necessary to extend to West Marine and it's customers
product-specific warranty and time frame specified by, or granted to, the
Vendor, together with service warranties and guarantees, if any.
5
{PAGE}
2.3 INDEMNIFICATION
West Marine requires an Indemnification Agreement ("Indemnification Agreement).
Vendor agrees to sign and return the Indemnification agreement (attached hereto
and incorporated herein by this reference):
Insurance Data Services
151 N. Lyon Ave
Hemet, CA 92543-3831
Failure to submit the Indemnification Agreement by the deadline will prevent
West Marine from carrying and marketing Vendor's products.
2.4 INSURANCE CERTIFICATE
West Marine requires that Vendor provide a certificate of insurance ("Insurance
Certificate") naming West Marine and all other entities identified in section
2.1 as additional insured. The policy should be submitted within 30 days to:
Insurance Data Services
151 N. Lyon Ave
Hemet, CA 92543-3831
Vendor agrees to provide updated Insurance Certificates on an annual basis.
6
{PAGE}
VENDOR INDEMNIFICATION AGREEMENT
THIS AGREEMENT made as of the date hereof, by and between WEST MARINE, INC.
("West Marine") and the undersigned ("Vendor").
IN CONSIDERATION of the mutual promises contained herein and for other good and
valuable consideration Vendor hereby agrees as follows:
1. Vendor agrees to indemnify, defend (with attorneys reasonably
acceptable to WEST [as hereinafter defined]), and hold West Marine and its
subsidiaries, parents, and affiliates, and their respective associates,
employees, directors, officers, agents, and contractors (collectively "WEST")
from any and all liabilities, damages, judgments, awards, settlements, costs,
expenses, and attorney's fees (collectively, "Claims") brought against WEST
(including, without limitation, claims for personal injury or property damage)
that arise from, or relate in any way to, (i) the sale, exchange or service by
WEST of any product manufactured or distributed by Vendor, which product is
defective or otherwise deficient in any respect in its manufacture, design,
construction, distribution, assembly or otherwise; and/or (ii) any negligent act
or omission of Vendor or its employees, agents, or contractors; and/or (iii)
Vendor's failure to supply merchandise that conforms, in all respects to, and/or
to observe or comply with, all applicable federal, state and local laws, orders,
regulations, rules, ordinances, rulings and/or directives including, but not
limited to, applicable environmental, safety, health, labeling and flammability
laws; and/or (iv) Vendor's breach of any express or implied warranties or
representations made to West Marine.
THE FOREGOING INDEMNITY SHALL NOT EXTEND TO OR INCLUDE ANY CLAIMS TO THE EXTENT
CAUSED SOLELY BY THE NEGLIGENT OR WILLFUL AFFIRMATIVE ACTS OF WEST.
2. West Marine shall give written notice to Vendor at the address
specified below of any act or occurrence involving a Claim, as soon as
reasonably practicable after the occurrence of such claim shall have come to
West Marine's knowledge, provided that failure to give such notice shall not
relieve Vendor of its obligations hereunder, except to the extent of any
prejudice incurred by Vendor as a result of such delay. If an action or other
proceeding is brought or filed with respect to a claim, West Marine agrees to
395603
|
Dickie Walker
As referenced in this Strategic Alliance Agreement:
DICKIE WALKER MARINE, INC – as of this 19th day of
December, 2001 ("Effective Date"), by and between WEST MARINE PRODUCTS, INC.,
with an address at 500 Westridge Drive, Watsonville, CA 95076 ("West Marine"),
AND DICKIE WALKER MARINE, INC ., with an address at 470 Nautilus Street, Suite
312, La Jolla, CA 92037 ("DWM") with the goal of forming a strategic alliance
between the two companies to increase the
_____________
Dickie Walker Marine, Inc – PAGE}
If to West Marine:
West Marine Products, Inc.
500 Westridge Drive
Watsonville, CA 95076
(or current business address)
Attention: Ken Corwin, Sr. VP & General Merchandise Manager
If to DWM:
Dickie Walker Marine, Inc .
470 Nautilus Street, Suite 312
La Jolla, CA 92037
(or current business address)
Attention: Jerry Montiel, CEO
20. No Implied Waiver. Either party's failure to insist in any
_____________
DICKIE WALKER MARINE, INC – shall survive any termination or expiration of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date first above written.
WEST MARINE PRODUCTS, INC. DICKIE WALKER MARINE, INC .
/s/ Ken Corwin /s/ Julie Sargent Knudsen
-------------------------------- --------------------------------
By: Ken Corwin, Senior V.P. Julie Sargent Knudsen, President
10
{PAGE}
EXHIBIT A
TO THE
STRATEGIC ALLIANCE AGREEMENT
WEST MARINE VENDOR
_____________
DICKIE WALKER MARINE, INC – SBE415673
121 WEST TRADE STREET, 21ST FL
CHARLOTTE, NC 28255 DATE OF EXPIRY : JUNE 30, 2002
PLACE OF EXPIRY: IN THE UNITED STATES
APPLICANT: BENEFICIARY:
WEST MARINE FINANCE COMPANY INC. DICKIE WALKER MARINE, INC .
500 WESTRIDGE DRIVE 470 NAUTILUS, SUITE 312
WATSONVILLE, CA 95076 LA JOLLA, CA 92037
AMOUNT: USD 1,041,949.30 +/- 5%
ONE MILLION FORTY ONE THOUSAND NINE
HUNDRED FORTY
_____________
DICKIE WALKER MARINE INC – N.A.
121 West Trade Street, 21ST FLOOR
NC1-005-21-01
CHARLOTTE, NC 28255
50 APPLICANT
WEST MARINE FINANCE COMPANY, INC.
500 WESTRIDGE DRIVE
WATSONVILLE, CA 95076
59 BENEFICIARY
DICKIE WALKER MARINE INC .
470 NAUTILUS, SUITE 312
LA JOLLA, CA 93037
32B CURRENCY CODE, AMOUNT
USD 1,041,949.30
39A PERCENTAGE CREDIT AMOUNT TOLERANCE
05/05
41D AVAILABLE WITH ... BY ...
WELLS
_____________
dt 1373574
;
West Marine
As referenced in this Strategic Alliance Agreement:
West Marine, Inc. – remain in effect until superseded in writing by West Marine. Revision 4 changes
become effective on August 1, 2000. For purposes of this agreement, "West
Marine" shall mean and include: West Marine, Inc. , West Marine Products, Inc.,
West Marine Puerto Rico, Inc., E&B Marine, Inc., E&B Discount Marine, Goldbergs'
Marine Distributors, Inc., James Bliss & Co., Inc. or any other trade
_____________
WEST MARINE, INC. – CA 92543-3831
Vendor agrees to provide updated Insurance Certificates on an annual basis.
6
{PAGE}
VENDOR INDEMNIFICATION AGREEMENT
THIS AGREEMENT made as of the date hereof, by and between WEST MARINE, INC.
("West Marine") and the undersigned ("Vendor").
IN CONSIDERATION of the mutual promises contained herein and for other good and
valuable consideration Vendor hereby agrees as follows:
1. Vendor agrees
_____________
dt 1455906
;
|
BofA
As referenced in this Strategic Alliance Agreement:
BANK OF AMERICA, N.A. – N.A.
/s/ S. Chley
----------------------------
Authorized Signature
20 DOCUMENTARY CREDIT NUMBER
5040815
31C DATE OF ISSUE
011022
31D DATE AND PLACE OF EXPIRY
(CANNOT READ THIS NUMBER)
51B APPLICANT BANK
BANK OF AMERICA, N.A.
121 West Trade Street, 21ST FLOOR
NC1-005-21-01
CHARLOTTE, NC 28255
50 APPLICANT
WEST MARINE FINANCE COMPANY, INC.
500 WESTRIDGE DRIVE
WATSONVILLE, CA 95076
59 BENEFICIARY
DICKIE
_____________
BANK OF AMERICA, N.A. – TOLERANCE
05/05
41D AVAILABLE WITH ... BY ...
WELLS FARGO BANK, HEAD OFFICE
420 MONTGOMERY ST.
SAN FRANCISCO, CA 94104-1205
BY NEGOTIATION
42C DRAFTS AT...SIGHT
{/Table}
{PAGE}
42D DRAWEE
BANK OF AMERICA, N.A. , CHARLOTTE, NC
43P PARTIAL SHIPMENTS
ALLOWED
43T TRANSHIPMENT
ALLOWED
[unreadable]
-------------------------------
HONG KONG OR SHANGHAI CHINA
44B FOR TRANSPORTATION TO...
SEE ADDITIONAL CONDITIONS
44O LATEST DATE OF SHIPMENT
020601
45A
_____________
BANK
OF AMERICA, N.A. – AT THE TIME YOU ARE ASKED TO TRANSFER THIS CREDIT OR
WHEN YOU RECEIVE DOCUMENTS. THIS LETTER OF CREDIT COVERS 100
PERCENT OF INVOICE VALUE. DOCUMENTS MUST BE FORWARDED TO BANK
OF AMERICA, N.A. 121 WEST TRADE STREET, 21ST FLOOR
NC1-005-31-01, CHARLOTTE, NC 28255 ATTN TRADE BANK SECTION IN
ONE LOT BY COURIER. THE AMOUNT OF EACH DRAWING MUST BE
_____________
dt 1554137
|
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Strategic Alliance Agreement
Strategic Alliance Agreement (130K)
Doc #1501376: Click preview link for longer preview.
CONFIDENTIAL
Strategic Alliance Agreement
between
NationsRent, Inc.
and
Lowe's Companies, Inc.
October 12, 2000
Table of Contents
TAB
Strategic Alliance Agreement, dated October 12, 2000
1
Exhibit A - Roll out Schedule for 2000 and 2001
2
Exhibit B - Operating Matters
3
Exhibit C - Form of Lease
4
Exhibit D - Competitive Companies
5
Exhibit E - List of On-Site Rental Equipment
6
Exhibit F - List of On-Site Rental Merchandise
7
Exhibit G - Lowe's Mark
8
Exhibit H - Prototypical Plans for On-Site Rental . . .
1501376
|
Lowe's
As referenced in this Strategic Alliance Agreement:
Lowe's Companies, Inc – Exhibit 10.27
EX-10 10 nations-ex1027_062304.htm EXHIBIT 10.27
CONFIDENTIAL
Strategic Alliance Agreement
between
NationsRent, Inc.
and
Lowe's Companies, Inc .
October 12, 2000
Table of Contents
TAB
Strategic Alliance Agreement, dated October 12, 2000
1
Exhibit A - Roll out Schedule for 2000 and 2001
2
Exhibit B - Operating Matters
_____________
Lowe's Companies, Inc – G - Lowe's Mark
8
Exhibit H - Prototypical Plans for On-Site Rental Store
9
Exhibit I - Prototypical Signage
10
Confidentiality Agreement, dated January 28, 2000
11
October 12, 2000
Lowe's Companies, Inc .
P.O. Box 1111
North Wilkesboro, NC 28656
Re:
Strategic Alliance
Gentlemen:
Pursuant to the terms of the Strategic Alliance Letter Agreement, dated as of April 3, 2000 (the "
_____________
Lowe's Companies, Inc – to the terms of the Strategic Alliance Letter Agreement, dated as of April 3, 2000 (the "Pilot Agreement"), between NationsRent, Inc., a Delaware corporation, through its operating subsidiaries ("NRI") and Lowe's Companies, Inc ., a North Carolina corporation, through its operating subsidiaries, Lowe's Home Centers, Inc. and Lowe's HIW, Inc. ("Lowe's"), NRI and Lowe's have tested the concept of
_____________
Lowe's Companies, Inc – by a commercially recognized guaranteed overnight delivery service, or facsimile transmission (only if such transmission is confirmed by certified or registered mail or guaranteed overnight delivery) to Lowe's at Lowe's Companies, Inc ., 1605 Curtis Bridge Road, North Wilkesboro, NC 28656, Fax number 336-658-5074 Attn.: Vice President Specialty Sales, with a copy to Law Department, 1605 Curtis Bridge Road, Wilkesboro,
_____________
LOWE'S COMPANIES, INC – space indicated below and return it to me.
Very truly yours,
NATIONSRENT, INC.
By:
Philip V. Petrocelli
Executive Vice President
AGREED AND ACCEPTED AS OF THE
DATE FIRST ABOVE WRITTEN
LOWE'S COMPANIES, INC .
By:
Name:
Title:
EXHIBIT A
Roll-Out Schedule for the Fourth Quarter of 2000
9 STORES
ATLANTA MARKET
Stockbridge, GA #512
Cartersville, GA #190
ORLANDO MARKET
West Colonial, FL #
_____________
dt 1678541
;
|
United Rentals
As referenced in this Strategic Alliance Agreement:
United Rentals, Inc – engage directly or indirectly in the equipment rental business (except for e-commerce initiatives), which includes without limitation any arrangement with companies engaged in the equipment rental business such as United Rentals, Inc . and Hertz Corporation. Notwithstanding the foregoing, for each calendar year during the Term, Lowe's shall be permitted to open and operate (on its own without any third party)
_____________
dt 1683727
;
 Akerman
As referenced in this Strategic Alliance Agreement:
Akerman, Senterfitt – and Construction
Phone- (954) 759-5804
Fax No.- (954) 759-6920
With copies to:
NationsRent, Inc.
Attn: Joseph H. Izhakoff, Esq., Vice President and General Counsel
at same address
and
Akerman, Senterfitt & Eidson, P.A.
Las Olas Centre II, Suite 1600
350 East Las Olas Boulevard
Fort Lauderdale, Florida 33301-4200
Attn: Theresa M. McLaughlin, Esq.
To Landlord:
Lowe's
_____________
Akerman, Senterfitt – _________________
Date: _____________________
TENANT:
NATIONSRENT ____________________,
a Delaware ________________________
By: _______________________________
Print Name: ________________________
Print Title: __________________________
Date:_______________________________
EXHIBIT "E"
PREPARED BY AND RETURN TO:
Theresa M. McLaughlin, Esq.
Akerman, Senterfitt & Eidson, P.A.
Las Olas Centre II, Suite 1600
350 East Las Olas Boulevard
Fort Lauderdale, Florida 33301-4200
SPACE ABOVE THIS LINE FOR
RECORDER'S USE
City
_____________
dt 1684889
|
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Strategic Alliance Agreement
Strategic Alliance Agreement (23K)
Doc #1501428: Click preview link for longer preview.
CONFIDENTIAL
Strategic Alliance Agreement
between
NationsRent, Inc.
and
Lowe's Companies, Inc.
October 12, 2000
Table of Contents
TAB
Strategic Alliance Agreement, dated October 12, 2000
1
Exhibit A - Roll out Schedule for 2000 and 2001
2
Exhibit B - Operating Matters
3
Exhibit C - Form of Lease
4
Exhibit D - Competitive Companies
5
Exhibit E - List of On-Site Rental Equipment
6
Exhibit F - List of On-Site Rental Merchandise
7
Exhibit G - Lowe's Mark
8
Exhibit H - Prototypical Plans for On-Site Rental . . .
1501428
|
Lowe's
As referenced in this Strategic Alliance Agreement:
Lowe's Companies, Inc – Exhibit 10.27
EX-10 16 nations-ex1027_052504.htm EXHIBIT 10.27
CONFIDENTIAL
Strategic Alliance Agreement
between
NationsRent, Inc.
and
Lowe's Companies, Inc .
October 12, 2000
Table of Contents
TAB
Strategic Alliance Agreement, dated October 12, 2000
1
Exhibit A - Roll out Schedule for 2000 and 2001
2
Exhibit B - Operating Matters
_____________
Lowe's Companies, Inc – G - Lowe's Mark
8
Exhibit H - Prototypical Plans for On-Site Rental Store
9
Exhibit I - Prototypical Signage
10
Confidentiality Agreement, dated January 28, 2000
11
October 12, 2000
Lowe's Companies, Inc .
P.O. Box 1111
North Wilkesboro, NC 28656
Re:
Strategic Alliance
Gentlemen:
Pursuant to the terms of the Strategic Alliance Letter Agreement, dated as of April 3, 2000 (the "
_____________
Lowe's Companies, Inc – to the terms of the Strategic Alliance Letter Agreement, dated as of April 3, 2000 (the "Pilot Agreement"), between NationsRent, Inc., a Delaware corporation, through its operating subsidiaries ("NRI") and Lowe's Companies, Inc ., a North Carolina corporation, through its operating subsidiaries, Lowe's Home Centers, Inc. and Lowe's HIW, Inc. ("Lowe's"), NRI and Lowe's have tested the concept of
_____________
Lowe's Companies, Inc – by a commercially recognized guaranteed overnight delivery service, or facsimile transmission (only if such transmission is confirmed by certified or registered mail or guaranteed overnight delivery) to Lowe's at Lowe's Companies, Inc ., 1605 Curtis Bridge Road, North Wilkesboro, NC 28656, Fax number 336-658-5074 Attn.: Vice President Specialty Sales, with a copy to Law Department, 1605 Curtis Bridge Road, Wilkesboro,
_____________
LOWE'S COMPANIES, INC – space indicated below and return it to me.
Very truly yours,
NATIONSRENT, INC.
By:
Philip V. Petrocelli
Executive Vice President
AGREED AND ACCEPTED AS OF THE
DATE FIRST ABOVE WRITTEN
LOWE'S COMPANIES, INC .
By:
Name:
Title:
_____________
dt 1678542
;
|
United Rentals
As referenced in this Strategic Alliance Agreement:
United Rentals, Inc – engage directly or indirectly in the equipment rental business (except for e-commerce initiatives), which includes without limitation any arrangement with companies engaged in the equipment rental business such as United Rentals, Inc . and Hertz Corporation. Notwithstanding the foregoing, for each calendar year during the Term, Lowe's shall be permitted to open and operate (on its own without any third party)
_____________
dt 1683728
|
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Full Doc
| 2004 |
Strategic Alliance Agreement
Strategic Alliance Agreement (130K)
Doc #1509250: Click preview link for longer preview.
CONFIDENTIAL
Strategic Alliance Agreement
between
NationsRent, Inc.
and
Lowe's Companies, Inc.
October 12, 2000
Table of Contents
TAB
Strategic Alliance Agreement, dated October 12, 2000
1
Exhibit A - Roll out Schedule for 2000 and 2001
2
Exhibit B - Operating Matters
3
Exhibit C - Form of Lease
4
Exhibit D - Competitive Companies
5
Exhibit E - List of On-Site Rental Equipment
6
Exhibit F - List of On-Site Rental Merchandise
7
Exhibit G - Lowe's Mark
8
Exhibit H - Prototypical Plans for On-Site Rental . . .
1509250
|
Lowe's
As referenced in this Strategic Alliance Agreement:
Lowe's Companies, Inc – Exhibit 10.27
EX-10 10 nations-ex1027_062304.htm EXHIBIT 10.27
CONFIDENTIAL
Strategic Alliance Agreement
between
NationsRent, Inc.
and
Lowe's Companies, Inc .
October 12, 2000
Table of Contents
TAB
Strategic Alliance Agreement, dated October 12, 2000
1
Exhibit A - Roll out Schedule for 2000 and 2001
2
Exhibit B - Operating Matters
_____________
Lowe's Companies, Inc – G - Lowe's Mark
8
Exhibit H - Prototypical Plans for On-Site Rental Store
9
Exhibit I - Prototypical Signage
10
Confidentiality Agreement, dated January 28, 2000
11
October 12, 2000
Lowe's Companies, Inc .
P.O. Box 1111
North Wilkesboro, NC 28656
Re:
Strategic Alliance
Gentlemen:
Pursuant to the terms of the Strategic Alliance Letter Agreement, dated as of April 3, 2000 (the "
_____________
Lowe's Companies, Inc – to the terms of the Strategic Alliance Letter Agreement, dated as of April 3, 2000 (the "Pilot Agreement"), between NationsRent, Inc., a Delaware corporation, through its operating subsidiaries ("NRI") and Lowe's Companies, Inc ., a North Carolina corporation, through its operating subsidiaries, Lowe's Home Centers, Inc. and Lowe's HIW, Inc. ("Lowe's"), NRI and Lowe's have tested the concept of
_____________
Lowe's Companies, Inc – by a commercially recognized guaranteed overnight delivery service, or facsimile transmission (only if such transmission is confirmed by certified or registered mail or guaranteed overnight delivery) to Lowe's at Lowe's Companies, Inc ., 1605 Curtis Bridge Road, North Wilkesboro, NC 28656, Fax number 336-658-5074 Attn.: Vice President Specialty Sales, with a copy to Law Department, 1605 Curtis Bridge Road, Wilkesboro,
_____________
LOWE'S COMPANIES, INC – space indicated below and return it to me.
Very truly yours,
NATIONSRENT, INC.
By:
Philip V. Petrocelli
Executive Vice President
AGREED AND ACCEPTED AS OF THE
DATE FIRST ABOVE WRITTEN
LOWE'S COMPANIES, INC .
By:
Name:
Title:
EXHIBIT A
Roll-Out Schedule for the Fourth Quarter of 2000
9 STORES
ATLANTA MARKET
Stockbridge, GA #512
Cartersville, GA #190
ORLANDO MARKET
West Colonial, FL #
_____________
dt 1678543
;
|
United Rentals
As referenced in this Strategic Alliance Agreement:
United Rentals, Inc – engage directly or indirectly in the equipment rental business (except for e-commerce initiatives), which includes without limitation any arrangement with companies engaged in the equipment rental business such as United Rentals, Inc . and Hertz Corporation. Notwithstanding the foregoing, for each calendar year during the Term, Lowe's shall be permitted to open and operate (on its own without any third party)
_____________
dt 1683731
;
Akerman
As referenced in this Strategic Alliance Agreement:
Akerman, Senterfitt – and Construction
Phone- (954) 759-5804
Fax No.- (954) 759-6920
With copies to:
NationsRent, Inc.
Attn: Joseph H. Izhakoff, Esq., Vice President and General Counsel
at same address
and
Akerman, Senterfitt & Eidson, P.A.
Las Olas Centre II, Suite 1600
350 East Las Olas Boulevard
Fort Lauderdale, Florida 33301-4200
Attn: Theresa M. McLaughlin, Esq.
To Landlord:
Lowe's
_____________
Akerman, Senterfitt – _________________
Date: _____________________
TENANT:
NATIONSRENT ____________________,
a Delaware ________________________
By: _______________________________
Print Name: ________________________
Print Title: __________________________
Date:_______________________________
EXHIBIT "E"
PREPARED BY AND RETURN TO:
Theresa M. McLaughlin, Esq.
Akerman, Senterfitt & Eidson, P.A.
Las Olas Centre II, Suite 1600
350 East Las Olas Boulevard
Fort Lauderdale, Florida 33301-4200
SPACE ABOVE THIS LINE FOR
RECORDER'S USE
City
_____________
dt 1684891
|
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Strategic Alliance Agreement
Strategic Alliance Agreement (23K)
Doc #1509278: Click preview link for longer preview.
CONFIDENTIAL
Strategic Alliance Agreement
between
NationsRent, Inc.
and
Lowe's Companies, Inc.
October 12, 2000
Table of Contents
TAB
Strategic Alliance Agreement, dated October 12, 2000
1
Exhibit A - Roll out Schedule for 2000 and 2001
2
Exhibit B - Operating Matters
3
Exhibit C - Form of Lease
4
Exhibit D - Competitive Companies
5
Exhibit E - List of On-Site Rental Equipment
6
Exhibit F - List of On-Site Rental Merchandise
7
Exhibit G - Lowe's Mark
8
Exhibit H - Prototypical Plans for On-Site Rental . . .
1509278
|
Lowe's
As referenced in this Strategic Alliance Agreement:
Lowe's Companies, Inc – Exhibit 10.27
EX-10 16 nations-ex1027_052504.htm EXHIBIT 10.27
CONFIDENTIAL
Strategic Alliance Agreement
between
NationsRent, Inc.
and
Lowe's Companies, Inc .
October 12, 2000
Table of Contents
TAB
Strategic Alliance Agreement, dated October 12, 2000
1
Exhibit A - Roll out Schedule for 2000 and 2001
2
Exhibit B - Operating Matters
_____________
Lowe's Companies, Inc – G - Lowe's Mark
8
Exhibit H - Prototypical Plans for On-Site Rental Store
9
Exhibit I - Prototypical Signage
10
Confidentiality Agreement, dated January 28, 2000
11
October 12, 2000
Lowe's Companies, Inc .
P.O. Box 1111
North Wilkesboro, NC 28656
Re:
Strategic Alliance
Gentlemen:
Pursuant to the terms of the Strategic Alliance Letter Agreement, dated as of April 3, 2000 (the "
_____________
Lowe's Companies, Inc – to the terms of the Strategic Alliance Letter Agreement, dated as of April 3, 2000 (the "Pilot Agreement"), between NationsRent, Inc., a Delaware corporation, through its operating subsidiaries ("NRI") and Lowe's Companies, Inc ., a North Carolina corporation, through its operating subsidiaries, Lowe's Home Centers, Inc. and Lowe's HIW, Inc. ("Lowe's"), NRI and Lowe's have tested the concept of
_____________
Lowe's Companies, Inc – by a commercially recognized guaranteed overnight delivery service, or facsimile transmission (only if such transmission is confirmed by certified or registered mail or guaranteed overnight delivery) to Lowe's at Lowe's Companies, Inc ., 1605 Curtis Bridge Road, North Wilkesboro, NC 28656, Fax number 336-658-5074 Attn.: Vice President Specialty Sales, with a copy to Law Department, 1605 Curtis Bridge Road, Wilkesboro,
_____________
LOWE'S COMPANIES, INC – space indicated below and return it to me.
Very truly yours,
NATIONSRENT, INC.
By:
Philip V. Petrocelli
Executive Vice President
AGREED AND ACCEPTED AS OF THE
DATE FIRST ABOVE WRITTEN
LOWE'S COMPANIES, INC .
By:
Name:
Title:
_____________
dt 1678544
;
|
United Rentals
As referenced in this Strategic Alliance Agreement:
United Rentals, Inc – engage directly or indirectly in the equipment rental business (except for e-commerce initiatives), which includes without limitation any arrangement with companies engaged in the equipment rental business such as United Rentals, Inc . and Hertz Corporation. Notwithstanding the foregoing, for each calendar year during the Term, Lowe's shall be permitted to open and operate (on its own without any third party)
_____________
dt 1683732
|
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| 2000 |
Strategic Alliance Agreement
Strategic Alliance Agreement (25K)
Doc #1671258: Click preview link for longer preview.
<TEXT>
STRATEGIC ALLIANCE AGREEMENT
This Strategic Alliance Agreement (this "Agreement") is made
this 23rd day of September, 1999, by and between Whole Foods
Market, Inc., a Texas corporation ("WFM"), and Real Goods Trading
Corporation, a California corporation ("RG").
WHEREAS, WFM and RG desire to collaborate for mutual brand
building and to promote each other's retail, Internet and/or
catalog channels of distribution;
NOW THEREFORE, in . . .
1671258
| |
Whole Foods
As referenced in this Strategic Alliance Agreement:
Whole Foods
Market, Inc. – gt;4
<FILENAME>0004.txt
<TEXT>
STRATEGIC ALLIANCE AGREEMENT
This Strategic Alliance Agreement (this "Agreement") is made
this 23rd day of September, 1999, by and between Whole Foods
Market, Inc. , a Texas corporation ("WFM"), and Real Goods Trading
Corporation, a California corporation ("RG").
WHEREAS, WFM and RG desire to collaborate for mutual brand
building and to promote each other'
_____________
Whole Foods Market, Inc. – with the other party
in respect of all matters described herein.
In Witness Whereof, each of the parties hereto have executed
this Agreement as of the date first written above.
Whole Foods Market, Inc.
By: [S]GLENDA FLANAGAN
Glenda Flanagan
Address:
601 North Lamar Blvd., Suite 300
Austin, Texas 78703
Attn: Chief Financial Officer
Fax: 512-477-1069
Real Goods Trading Corporation
By:[
_____________
dt 1678906
|
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| 2004 |
Strategic Alliance Agreement
Strategic Alliance Agreement (130K)
Doc #1784789: Click preview link for longer preview.
CONFIDENTIAL
Strategic Alliance Agreement
between
NationsRent, Inc.
and
Lowe's Companies, Inc.
October 12, 2000
Table of Contents
TAB
Strategic Alliance Agreement, dated October 12, 2000
1
Exhibit A - Roll out Schedule for 2000 and 2001
2
Exhibit B - Operating Matters
3
Exhibit C - Form of Lease
4
Exhibit D - Competitive Companies
5
Exhibit E - List of On-Site Rental Equipment
6
Exhibit F - List of On-Site Rental Merchandise
7
Exhibit G - Lowe's Mark
8
Exhibit H - Prototypical Plans for On-Site Rental . . .
1784789
|
Lowe's
As referenced in this Strategic Alliance Agreement:
Lowe's Companies, Inc – Exhibit 10.27
EX-10 10 nations-ex1027_062304.htm EXHIBIT 10.27
CONFIDENTIAL
Strategic Alliance Agreement
between
NationsRent, Inc.
and
Lowe's Companies, Inc .
October 12, 2000
Table of Contents
TAB
Strategic Alliance Agreement, dated October 12, 2000
1
Exhibit A - Roll out Schedule for 2000 and 2001
2
Exhibit B - Operating Matters
_____________
Lowe's Companies, Inc – G - Lowe's Mark
8
Exhibit H - Prototypical Plans for On-Site Rental Store
9
Exhibit I - Prototypical Signage
10
Confidentiality Agreement, dated January 28, 2000
11
October 12, 2000
Lowe's Companies, Inc .
P.O. Box 1111
North Wilkesboro, NC 28656
Re:
Strategic Alliance
Gentlemen:
Pursuant to the terms of the Strategic Alliance Letter Agreement, dated as of April 3, 2000 (the "
_____________
Lowe's Companies, Inc – to the terms of the Strategic Alliance Letter Agreement, dated as of April 3, 2000 (the "Pilot Agreement"), between NationsRent, Inc., a Delaware corporation, through its operating subsidiaries ("NRI") and Lowe's Companies, Inc ., a North Carolina corporation, through its operating subsidiaries, Lowe's Home Centers, Inc. and Lowe's HIW, Inc. ("Lowe's"), NRI and Lowe's have tested the concept of
_____________
Lowe's Companies, Inc – by a commercially recognized guaranteed overnight delivery service, or facsimile transmission (only if such transmission is confirmed by certified or registered mail or guaranteed overnight delivery) to Lowe's at Lowe's Companies, Inc ., 1605 Curtis Bridge Road, North Wilkesboro, NC 28656, Fax number 336-658-5074 Attn.: Vice President Specialty Sales, with a copy to Law Department, 1605 Curtis Bridge Road, Wilkesboro,
_____________
LOWE'S COMPANIES, INC – space indicated below and return it to me.
Very truly yours,
NATIONSRENT, INC.
By:
Philip V. Petrocelli
Executive Vice President
AGREED AND ACCEPTED AS OF THE
DATE FIRST ABOVE WRITTEN
LOWE'S COMPANIES, INC .
By:
Name:
Title:
EXHIBIT A
Roll-Out Schedule for the Fourth Quarter of 2000
9 STORES
ATLANTA MARKET
Stockbridge, GA #512
Cartersville, GA #190
ORLANDO MARKET
West Colonial, FL #
_____________
dt 1621460
;
|
United Rentals
As referenced in this Strategic Alliance Agreement:
United Rentals, Inc – engage directly or indirectly in the equipment rental business (except for e-commerce initiatives), which includes without limitation any arrangement with companies engaged in the equipment rental business such as United Rentals, Inc . and Hertz Corporation. Notwithstanding the foregoing, for each calendar year during the Term, Lowe's shall be permitted to open and operate (on its own without any third party)
_____________
dt 1633504
;
Akerman
As referenced in this Strategic Alliance Agreement:
Akerman, Senterfitt – and Construction
Phone- (954) 759-5804
Fax No.- (954) 759-6920
With copies to:
NationsRent, Inc.
Attn: Joseph H. Izhakoff, Esq., Vice President and General Counsel
at same address
and
Akerman, Senterfitt & Eidson, P.A.
Las Olas Centre II, Suite 1600
350 East Las Olas Boulevard
Fort Lauderdale, Florida 33301-4200
Attn: Theresa M. McLaughlin, Esq.
To Landlord:
Lowe's
_____________
Akerman, Senterfitt – _________________
Date: _____________________
TENANT:
NATIONSRENT ____________________,
a Delaware ________________________
By: _______________________________
Print Name: ________________________
Print Title: __________________________
Date:_______________________________
EXHIBIT "E"
PREPARED BY AND RETURN TO:
Theresa M. McLaughlin, Esq.
Akerman, Senterfitt & Eidson, P.A.
Las Olas Centre II, Suite 1600
350 East Las Olas Boulevard
Fort Lauderdale, Florida 33301-4200
SPACE ABOVE THIS LINE FOR
RECORDER'S USE
City
_____________
dt 1637038
|
Preview
Full Doc
| 2004 |
Strategic Alliance Agreement
Strategic Alliance Agreement (23K)
Doc #1784808: Click preview link for longer preview.
CONFIDENTIAL
Strategic Alliance Agreement
between
NationsRent, Inc.
and
Lowe's Companies, Inc.
October 12, 2000
Table of Contents
TAB
Strategic Alliance Agreement, dated October 12, 2000
1
Exhibit A - Roll out Schedule for 2000 and 2001
2
Exhibit B - Operating Matters
3
Exhibit C - Form of Lease
4
Exhibit D - Competitive Companies
5
Exhibit E - List of On-Site Rental Equipment
6
Exhibit F - List of On-Site Rental Merchandise
7
Exhibit G - Lowe's Mark
8
Exhibit H - Prototypical Plans for On-Site Rental . . .
1784808
|
Lowe's
As referenced in this Strategic Alliance Agreement:
Lowe's Companies, Inc – Exhibit 10.27
EX-10 16 nations-ex1027_052504.htm EXHIBIT 10.27
CONFIDENTIAL
Strategic Alliance Agreement
between
NationsRent, Inc.
and
Lowe's Companies, Inc .
October 12, 2000
Table of Contents
TAB
Strategic Alliance Agreement, dated October 12, 2000
1
Exhibit A - Roll out Schedule for 2000 and 2001
2
Exhibit B - Operating Matters
_____________
Lowe's Companies, Inc – G - Lowe's Mark
8
Exhibit H - Prototypical Plans for On-Site Rental Store
9
Exhibit I - Prototypical Signage
10
Confidentiality Agreement, dated January 28, 2000
11
October 12, 2000
Lowe's Companies, Inc .
P.O. Box 1111
North Wilkesboro, NC 28656
Re:
Strategic Alliance
Gentlemen:
Pursuant to the terms of the Strategic Alliance Letter Agreement, dated as of April 3, 2000 (the "
_____________
Lowe's Companies, Inc – to the terms of the Strategic Alliance Letter Agreement, dated as of April 3, 2000 (the "Pilot Agreement"), between NationsRent, Inc., a Delaware corporation, through its operating subsidiaries ("NRI") and Lowe's Companies, Inc ., a North Carolina corporation, through its operating subsidiaries, Lowe's Home Centers, Inc. and Lowe's HIW, Inc. ("Lowe's"), NRI and Lowe's have tested the concept of
_____________
Lowe's Companies, Inc – by a commercially recognized guaranteed overnight delivery service, or facsimile transmission (only if such transmission is confirmed by certified or registered mail or guaranteed overnight delivery) to Lowe's at Lowe's Companies, Inc ., 1605 Curtis Bridge Road, North Wilkesboro, NC 28656, Fax number 336-658-5074 Attn.: Vice President Specialty Sales, with a copy to Law Department, 1605 Curtis Bridge Road, Wilkesboro,
_____________
LOWE'S COMPANIES, INC – space indicated below and return it to me.
Very truly yours,
NATIONSRENT, INC.
By:
Philip V. Petrocelli
Executive Vice President
AGREED AND ACCEPTED AS OF THE
DATE FIRST ABOVE WRITTEN
LOWE'S COMPANIES, INC .
By:
Name:
Title:
_____________
dt 1621461
;
|
United Rentals
As referenced in this Strategic Alliance Agreement:
United Rentals, Inc – engage directly or indirectly in the equipment rental business (except for e-commerce initiatives), which includes without limitation any arrangement with companies engaged in the equipment rental business such as United Rentals, Inc . and Hertz Corporation. Notwithstanding the foregoing, for each calendar year during the Term, Lowe's shall be permitted to open and operate (on its own without any third party)
_____________
dt 1633505
|
Preview
Full Doc
| 2004 |
Strategic Alliance Agreement
Strategic Alliance Agreement (130K)
Doc #1791744: Click preview link for longer preview.
CONFIDENTIAL
Strategic Alliance Agreement
between
NationsRent, Inc.
and
Lowe's Companies, Inc.
October 12, 2000
Table of Contents
TAB
Strategic Alliance Agreement, dated October 12, 2000
1
Exhibit A - Roll out Schedule for 2000 and 2001
2
Exhibit B - Operating Matters
3
Exhibit C - Form of Lease
4
Exhibit D - Competitive Companies
5
Exhibit E - List of On-Site Rental Equipment
6
Exhibit F - List of On-Site Rental Merchandise
7
Exhibit G - Lowe's Mark
8
Exhibit H - Prototypical Plans for On-Site Rental . . .
1791744
|
Lowe's
As referenced in this Strategic Alliance Agreement:
Lowe's Companies, Inc – Exhibit 10.27
EX-10 10 nations-ex1027_062304.htm EXHIBIT 10.27
CONFIDENTIAL
Strategic Alliance Agreement
between
NationsRent, Inc.
and
Lowe's Companies, Inc .
October 12, 2000
Table of Contents
TAB
Strategic Alliance Agreement, dated October 12, 2000
1
Exhibit A - Roll out Schedule for 2000 and 2001
2
Exhibit B - Operating Matters
_____________
Lowe's Companies, Inc – G - Lowe's Mark
8
Exhibit H - Prototypical Plans for On-Site Rental Store
9
Exhibit I - Prototypical Signage
10
Confidentiality Agreement, dated January 28, 2000
11
October 12, 2000
Lowe's Companies, Inc .
P.O. Box 1111
North Wilkesboro, NC 28656
Re:
Strategic Alliance
Gentlemen:
Pursuant to the terms of the Strategic Alliance Letter Agreement, dated as of April 3, 2000 (the "
_____________
Lowe's Companies, Inc – to the terms of the Strategic Alliance Letter Agreement, dated as of April 3, 2000 (the "Pilot Agreement"), between NationsRent, Inc., a Delaware corporation, through its operating subsidiaries ("NRI") and Lowe's Companies, Inc ., a North Carolina corporation, through its operating subsidiaries, Lowe's Home Centers, Inc. and Lowe's HIW, Inc. ("Lowe's"), NRI and Lowe's have tested the concept of
_____________
Lowe's Companies, Inc – by a commercially recognized guaranteed overnight delivery service, or facsimile transmission (only if such transmission is confirmed by certified or registered mail or guaranteed overnight delivery) to Lowe's at Lowe's Companies, Inc ., 1605 Curtis Bridge Road, North Wilkesboro, NC 28656, Fax number 336-658-5074 Attn.: Vice President Specialty Sales, with a copy to Law Department, 1605 Curtis Bridge Road, Wilkesboro,
_____________
LOWE'S COMPANIES, INC – space indicated below and return it to me.
Very truly yours,
NATIONSRENT, INC.
By:
Philip V. Petrocelli
Executive Vice President
AGREED AND ACCEPTED AS OF THE
DATE FIRST ABOVE WRITTEN
LOWE'S COMPANIES, INC .
By:
Name:
Title:
EXHIBIT A
Roll-Out Schedule for the Fourth Quarter of 2000
9 STORES
ATLANTA MARKET
Stockbridge, GA #512
Cartersville, GA #190
ORLANDO MARKET
West Colonial, FL #
_____________
dt 1621462
;
|
United Rentals
As referenced in this Strategic Alliance Agreement:
United Rentals, Inc – engage directly or indirectly in the equipment rental business (except for e-commerce initiatives), which includes without limitation any arrangement with companies engaged in the equipment rental business such as United Rentals, Inc . and Hertz Corporation. Notwithstanding the foregoing, for each calendar year during the Term, Lowe's shall be permitted to open and operate (on its own without any third party)
_____________
dt 1633507
;
Akerman
As referenced in this Strategic Alliance Agreement:
Akerman, Senterfitt – and Construction
Phone- (954) 759-5804
Fax No.- (954) 759-6920
With copies to:
NationsRent, Inc.
Attn: Joseph H. Izhakoff, Esq., Vice President and General Counsel
at same address
and
Akerman, Senterfitt & Eidson, P.A.
Las Olas Centre II, Suite 1600
350 East Las Olas Boulevard
Fort Lauderdale, Florida 33301-4200
Attn: Theresa M. McLaughlin, Esq.
To Landlord:
Lowe's
_____________
Akerman, Senterfitt – _________________
Date: _____________________
TENANT:
NATIONSRENT ____________________,
a Delaware ________________________
By: _______________________________
Print Name: ________________________
Print Title: __________________________
Date:_______________________________
EXHIBIT "E"
PREPARED BY AND RETURN TO:
Theresa M. McLaughlin, Esq.
Akerman, Senterfitt & Eidson, P.A.
Las Olas Centre II, Suite 1600
350 East Las Olas Boulevard
Fort Lauderdale, Florida 33301-4200
SPACE ABOVE THIS LINE FOR
RECORDER'S USE
City
_____________
dt 1637040
|
Preview
Full Doc
| 2004 |
Strategic Alliance Agreement
Strategic Alliance Agreement (23K)
Doc #1791762: Click preview link for longer preview.
CONFIDENTIAL
Strategic Alliance Agreement
between
NationsRent, Inc.
and
Lowe's Companies, Inc.
October 12, 2000
Table of Contents
TAB
Strategic Alliance Agreement, dated October 12, 2000
1
Exhibit A - Roll out Schedule for 2000 and 2001
2
Exhibit B - Operating Matters
3
Exhibit C - Form of Lease
4
Exhibit D - Competitive Companies
5
Exhibit E - List of On-Site Rental Equipment
6
Exhibit F - List of On-Site Rental Merchandise
7
Exhibit G - Lowe's Mark
8
Exhibit H - Prototypical Plans for On-Site Rental . . .
1791762
|
Lowe's
As referenced in this Strategic Alliance Agreement:
Lowe's Companies, Inc – Exhibit 10.27
EX-10 16 nations-ex1027_052504.htm EXHIBIT 10.27
CONFIDENTIAL
Strategic Alliance Agreement
between
NationsRent, Inc.
and
Lowe's Companies, Inc .
October 12, 2000
Table of Contents
TAB
Strategic Alliance Agreement, dated October 12, 2000
1
Exhibit A - Roll out Schedule for 2000 and 2001
2
Exhibit B - Operating Matters
_____________
Lowe's Companies, Inc – G - Lowe's Mark
8
Exhibit H - Prototypical Plans for On-Site Rental Store
9
Exhibit I - Prototypical Signage
10
Confidentiality Agreement, dated January 28, 2000
11
October 12, 2000
Lowe's Companies, Inc .
P.O. Box 1111
North Wilkesboro, NC 28656
Re:
Strategic Alliance
Gentlemen:
Pursuant to the terms of the Strategic Alliance Letter Agreement, dated as of April 3, 2000 (the "
_____________
Lowe's Companies, Inc – to the terms of the Strategic Alliance Letter Agreement, dated as of April 3, 2000 (the "Pilot Agreement"), between NationsRent, Inc., a Delaware corporation, through its operating subsidiaries ("NRI") and Lowe's Companies, Inc ., a North Carolina corporation, through its operating subsidiaries, Lowe's Home Centers, Inc. and Lowe's HIW, Inc. ("Lowe's"), NRI and Lowe's have tested the concept of
_____________
Lowe's Companies, Inc – by a commercially recognized guaranteed overnight delivery service, or facsimile transmission (only if such transmission is confirmed by certified or registered mail or guaranteed overnight delivery) to Lowe's at Lowe's Companies, Inc ., 1605 Curtis Bridge Road, North Wilkesboro, NC 28656, Fax number 336-658-5074 Attn.: Vice President Specialty Sales, with a copy to Law Department, 1605 Curtis Bridge Road, Wilkesboro,
_____________
LOWE'S COMPANIES, INC – space indicated below and return it to me.
Very truly yours,
NATIONSRENT, INC.
By:
Philip V. Petrocelli
Executive Vice President
AGREED AND ACCEPTED AS OF THE
DATE FIRST ABOVE WRITTEN
LOWE'S COMPANIES, INC .
By:
Name:
Title:
_____________
dt 1621463
;
|
United Rentals
As referenced in this Strategic Alliance Agreement:
United Rentals, Inc – engage directly or indirectly in the equipment rental business (except for e-commerce initiatives), which includes without limitation any arrangement with companies engaged in the equipment rental business such as United Rentals, Inc . and Hertz Corporation. Notwithstanding the foregoing, for each calendar year during the Term, Lowe's shall be permitted to open and operate (on its own without any third party)
_____________
dt 1633508
|
Preview
Full Doc
| 2004 |
Strategic Alliance Agreement
Strategic Alliance Agreement (130K)
Doc #1884974: Click preview link for longer preview.
CONFIDENTIAL
Strategic Alliance Agreement
between
NationsRent, Inc.
and
Lowe's Companies, Inc.
October 12, 2000
Table of Contents
TAB
Strategic Alliance Agreement, dated October 12, 2000
1
Exhibit A - Roll out Schedule for 2000 and 2001
2
Exhibit B - Operating Matters
3
Exhibit C - Form of Lease
4
Exhibit D - Competitive Companies
5
Exhibit E - List of On-Site Rental Equipment
6
Exhibit F - List of On-Site Rental Merchandise
7
Exhibit G - Lowe's Mark
8
Exhibit H - Prototypical Plans for On-Site Rental . . .
1884974
|
Lowe's
As referenced in this Strategic Alliance Agreement:
Lowe's Companies, Inc – Exhibit 10.27
EX-10 10 nations-ex1027_062304.htm EXHIBIT 10.27
CONFIDENTIAL
Strategic Alliance Agreement
between
NationsRent, Inc.
and
Lowe's Companies, Inc .
October 12, 2000
Table of Contents
TAB
Strategic Alliance Agreement, dated October 12, 2000
1
Exhibit A - Roll out Schedule for 2000 and 2001
2
Exhibit B - Operating Matters
_____________
Lowe's Companies, Inc – G - Lowe's Mark
8
Exhibit H - Prototypical Plans for On-Site Rental Store
9
Exhibit I - Prototypical Signage
10
Confidentiality Agreement, dated January 28, 2000
11
October 12, 2000
Lowe's Companies, Inc .
P.O. Box 1111
North Wilkesboro, NC 28656
Re:
Strategic Alliance
Gentlemen:
Pursuant to the terms of the Strategic Alliance Letter Agreement, dated as of April 3, 2000 (the "
_____________
Lowe's Companies, Inc – to the terms of the Strategic Alliance Letter Agreement, dated as of April 3, 2000 (the "Pilot Agreement"), between NationsRent, Inc., a Delaware corporation, through its operating subsidiaries ("NRI") and Lowe's Companies, Inc ., a North Carolina corporation, through its operating subsidiaries, Lowe's Home Centers, Inc. and Lowe's HIW, Inc. ("Lowe's"), NRI and Lowe's have tested the concept of
_____________
Lowe's Companies, Inc – by a commercially recognized guaranteed overnight delivery service, or facsimile transmission (only if such transmission is confirmed by certified or registered mail or guaranteed overnight delivery) to Lowe's at Lowe's Companies, Inc ., 1605 Curtis Bridge Road, North Wilkesboro, NC 28656, Fax number 336-658-5074 Attn.: Vice President Specialty Sales, with a copy to Law Department, 1605 Curtis Bridge Road, Wilkesboro,
_____________
LOWE'S COMPANIES, INC – space indicated below and return it to me.
Very truly yours,
NATIONSRENT, INC.
By:
Philip V. Petrocelli
Executive Vice President
AGREED AND ACCEPTED AS OF THE
DATE FIRST ABOVE WRITTEN
LOWE'S COMPANIES, INC .
By:
Name:
Title:
EXHIBIT A
Roll-Out Schedule for the Fourth Quarter of 2000
9 STORES
ATLANTA MARKET
Stockbridge, GA #512
Cartersville, GA #190
ORLANDO MARKET
West Colonial, FL #
_____________
dt 1621464
;
|
United Rentals
As referenced in this Strategic Alliance Agreement:
United Rentals, Inc – engage directly or indirectly in the equipment rental business (except for e-commerce initiatives), which includes without limitation any arrangement with companies engaged in the equipment rental business such as United Rentals, Inc . and Hertz Corporation. Notwithstanding the foregoing, for each calendar year during the Term, Lowe's shall be permitted to open and operate (on its own without any third party)
_____________
dt 1633510
;
Akerman
As referenced in this Strategic Alliance Agreement:
Akerman, Senterfitt – and Construction
Phone- (954) 759-5804
Fax No.- (954) 759-6920
With copies to:
NationsRent, Inc.
Attn: Joseph H. Izhakoff, Esq., Vice President and General Counsel
at same address
and
Akerman, Senterfitt & Eidson, P.A.
Las Olas Centre II, Suite 1600
350 East Las Olas Boulevard
Fort Lauderdale, Florida 33301-4200
Attn: Theresa M. McLaughlin, Esq.
To Landlord:
Lowe's
_____________
Akerman, Senterfitt – _________________
Date: _____________________
TENANT:
NATIONSRENT ____________________,
a Delaware ________________________
By: _______________________________
Print Name: ________________________
Print Title: __________________________
Date:_______________________________
EXHIBIT "E"
PREPARED BY AND RETURN TO:
Theresa M. McLaughlin, Esq.
Akerman, Senterfitt & Eidson, P.A.
Las Olas Centre II, Suite 1600
350 East Las Olas Boulevard
Fort Lauderdale, Florida 33301-4200
SPACE ABOVE THIS LINE FOR
RECORDER'S USE
City
_____________
dt 1637042
|
Preview
Full Doc
| 2004 |
Strategic Alliance Agreement
Strategic Alliance Agreement (23K)
Doc #1885015: Click preview link for longer preview.
CONFIDENTIAL
Strategic Alliance Agreement
between
NationsRent, Inc.
and
Lowe's Companies, Inc.
October 12, 2000
Table of Contents
TAB
Strategic Alliance Agreement, dated October 12, 2000
1
Exhibit A - Roll out Schedule for 2000 and 2001
2
Exhibit B - Operating Matters
3
Exhibit C - Form of Lease
4
Exhibit D - Competitive Companies
5
Exhibit E - List of On-Site Rental Equipment
6
Exhibit F - List of On-Site Rental Merchandise
7
Exhibit G - Lowe's Mark
8
Exhibit H - Prototypical Plans for On-Site Rental . . .
1885015
|
Lowe's
As referenced in this Strategic Alliance Agreement:
Lowe's Companies, Inc – Exhibit 10.27
EX-10 16 nations-ex1027_052504.htm EXHIBIT 10.27
CONFIDENTIAL
Strategic Alliance Agreement
between
NationsRent, Inc.
and
Lowe's Companies, Inc .
October 12, 2000
Table of Contents
TAB
Strategic Alliance Agreement, dated October 12, 2000
1
Exhibit A - Roll out Schedule for 2000 and 2001
2
Exhibit B - Operating Matters
_____________
Lowe's Companies, Inc – G - Lowe's Mark
8
Exhibit H - Prototypical Plans for On-Site Rental Store
9
Exhibit I - Prototypical Signage
10
Confidentiality Agreement, dated January 28, 2000
11
October 12, 2000
Lowe's Companies, Inc .
P.O. Box 1111
North Wilkesboro, NC 28656
Re:
Strategic Alliance
Gentlemen:
Pursuant to the terms of the Strategic Alliance Letter Agreement, dated as of April 3, 2000 (the "
_____________
Lowe's Companies, Inc – to the terms of the Strategic Alliance Letter Agreement, dated as of April 3, 2000 (the "Pilot Agreement"), between NationsRent, Inc., a Delaware corporation, through its operating subsidiaries ("NRI") and Lowe's Companies, Inc ., a North Carolina corporation, through its operating subsidiaries, Lowe's Home Centers, Inc. and Lowe's HIW, Inc. ("Lowe's"), NRI and Lowe's have tested the concept of
_____________
Lowe's Companies, Inc – by a commercially recognized guaranteed overnight delivery service, or facsimile transmission (only if such transmission is confirmed by certified or registered mail or guaranteed overnight delivery) to Lowe's at Lowe's Companies, Inc ., 1605 Curtis Bridge Road, North Wilkesboro, NC 28656, Fax number 336-658-5074 Attn.: Vice President Specialty Sales, with a copy to Law Department, 1605 Curtis Bridge Road, Wilkesboro,
_____________
LOWE'S COMPANIES, INC – space indicated below and return it to me.
Very truly yours,
NATIONSRENT, INC.
By:
Philip V. Petrocelli
Executive Vice President
AGREED AND ACCEPTED AS OF THE
DATE FIRST ABOVE WRITTEN
LOWE'S COMPANIES, INC .
By:
Name:
Title:
_____________
dt 1621465
;
|
United Rentals
As referenced in this Strategic Alliance Agreement:
United Rentals, Inc – engage directly or indirectly in the equipment rental business (except for e-commerce initiatives), which includes without limitation any arrangement with companies engaged in the equipment rental business such as United Rentals, Inc . and Hertz Corporation. Notwithstanding the foregoing, for each calendar year during the Term, Lowe's shall be permitted to open and operate (on its own without any third party)
_____________
dt 1633511
|
Preview
Full Doc
| 2004 |
Strategic Alliance Agreement
Strategic Alliance Agreement (130K)
Doc #2119804: Click preview link for longer preview.
CONFIDENTIAL
Strategic Alliance Agreement
between
NationsRent, Inc.
and
Lowe's Companies, Inc.
October 12, 2000
Table of Contents
TAB
Strategic Alliance Agreement, dated October 12, 2000
1
Exhibit A - Roll out Schedule for 2000 and 2001
2
Exhibit B - Operating Matters
3
Exhibit C - Form of Lease
4
Exhibit D - Competitive Companies
5
Exhibit E - List of On-Site Rental Equipment
6
Exhibit F - List of On-Site Rental Merchandise
7
Exhibit G - Lowe's Mark
8
Exhibit H - Prototypical Plans for On-Site Rental . . .
2119804
|
Lowe's
As referenced in this Strategic Alliance Agreement:
Lowe's Companies, Inc – Exhibit 10.27
EX-10 10 nations-ex1027_062304.htm EXHIBIT 10.27
CONFIDENTIAL
Strategic Alliance Agreement
between
NationsRent, Inc.
and
Lowe's Companies, Inc .
October 12, 2000
Table of Contents
TAB
Strategic Alliance Agreement, dated October 12, 2000
1
Exhibit A - Roll out Schedule for 2000 and 2001
2
Exhibit B - Operating Matters
_____________
Lowe's Companies, Inc – G - Lowe's Mark
8
Exhibit H - Prototypical Plans for On-Site Rental Store
9
Exhibit I - Prototypical Signage
10
Confidentiality Agreement, dated January 28, 2000
11
October 12, 2000
Lowe's Companies, Inc .
P.O. Box 1111
North Wilkesboro, NC 28656
Re:
Strategic Alliance
Gentlemen:
Pursuant to the terms of the Strategic Alliance Letter Agreement, dated as of April 3, 2000 (the "
_____________
Lowe's Companies, Inc – to the terms of the Strategic Alliance Letter Agreement, dated as of April 3, 2000 (the "Pilot Agreement"), between NationsRent, Inc., a Delaware corporation, through its operating subsidiaries ("NRI") and Lowe's Companies, Inc ., a North Carolina corporation, through its operating subsidiaries, Lowe's Home Centers, Inc. and Lowe's HIW, Inc. ("Lowe's"), NRI and Lowe's have tested the concept of
_____________
Lowe's Companies, Inc – by a commercially recognized guaranteed overnight delivery service, or facsimile transmission (only if such transmission is confirmed by certified or registered mail or guaranteed overnight delivery) to Lowe's at Lowe's Companies, Inc ., 1605 Curtis Bridge Road, North Wilkesboro, NC 28656, Fax number 336-658-5074 Attn.: Vice President Specialty Sales, with a copy to Law Department, 1605 Curtis Bridge Road, Wilkesboro,
_____________
LOWE'S COMPANIES, INC – space indicated below and return it to me.
Very truly yours,
NATIONSRENT, INC.
By:
Philip V. Petrocelli
Executive Vice President
AGREED AND ACCEPTED AS OF THE
DATE FIRST ABOVE WRITTEN
LOWE'S COMPANIES, INC .
By:
Name:
Title:
EXHIBIT A
Roll-Out Schedule for the Fourth Quarter of 2000
9 STORES
ATLANTA MARKET
Stockbridge, GA #512
Cartersville, GA #190
ORLANDO MARKET
West Colonial, FL #
_____________
dt 1621466
;
|
United Rentals
As referenced in this Strategic Alliance Agreement:
United Rentals, Inc – engage directly or indirectly in the equipment rental business (except for e-commerce initiatives), which includes without limitation any arrangement with companies engaged in the equipment rental business such as United Rentals, Inc . and Hertz Corporation. Notwithstanding the foregoing, for each calendar year during the Term, Lowe's shall be permitted to open and operate (on its own without any third party)
_____________
dt 1633513
;
Akerman
As referenced in this Strategic Alliance Agreement:
Akerman, Senterfitt – and Construction
Phone- (954) 759-5804
Fax No.- (954) 759-6920
With copies to:
NationsRent, Inc.
Attn: Joseph H. Izhakoff, Esq., Vice President and General Counsel
at same address
and
Akerman, Senterfitt & Eidson, P.A.
Las Olas Centre II, Suite 1600
350 East Las Olas Boulevard
Fort Lauderdale, Florida 33301-4200
Attn: Theresa M. McLaughlin, Esq.
To Landlord:
Lowe's
_____________
Akerman, Senterfitt – _________________
Date: _____________________
TENANT:
NATIONSRENT ____________________,
a Delaware ________________________
By: _______________________________
Print Name: ________________________
Print Title: __________________________
Date:_______________________________
EXHIBIT "E"
PREPARED BY AND RETURN TO:
Theresa M. McLaughlin, Esq.
Akerman, Senterfitt & Eidson, P.A.
Las Olas Centre II, Suite 1600
350 East Las Olas Boulevard
Fort Lauderdale, Florida 33301-4200
SPACE ABOVE THIS LINE FOR
RECORDER'S USE
City
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| 2004 |
Strategic Alliance Agreement
Strategic Alliance Agreement (23K)
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CONFIDENTIAL
Strategic Alliance Agreement
between
NationsRent, Inc.
and
Lowe's Companies, Inc.
October 12, 2000
Table of Contents
TAB
Strategic Alliance Agreement, dated October 12, 2000
1
Exhibit A - Roll out Schedule for 2000 and 2001
2
Exhibit B - Operating Matters
3
Exhibit C - Form of Lease
4
Exhibit D - Competitive Companies
5
Exhibit E - List of On-Site Rental Equipment
6
Exhibit F - List of On-Site Rental Merchandise
7
Exhibit G - Lowe's Mark
8
Exhibit H - Prototypical Plans for On-Site Rental . . .
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Lowe's
As referenced in this Strategic Alliance Agreement:
Lowe's Companies, Inc – Exhibit 10.27
EX-10 16 nations-ex1027_052504.htm EXHIBIT 10.27
CONFIDENTIAL
Strategic Alliance Agreement
between
NationsRent, Inc.
and
Lowe's Companies, Inc .
October 12, 2000
Table of Contents
TAB
Strategic Alliance Agreement, dated October 12, 2000
1
Exhibit A - Roll out Schedule for 2000 and 2001
2
Exhibit B - Operating Matters
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Lowe's Companies, Inc – G - Lowe's Mark
8
Exhibit H - Prototypical Plans for On-Site Rental Store
9
Exhibit I - Prototypical Signage
10
Confidentiality Agreement, dated January 28, 2000
11
October 12, 2000
Lowe's Companies, Inc .
P.O. Box 1111
North Wilkesboro, NC 28656
Re:
Strategic Alliance
Gentlemen:
Pursuant to the terms of the Strategic Alliance Letter Agreement, dated as of April 3, 2000 (the "
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Lowe's Companies, Inc – to the terms of the Strategic Alliance Letter Agreement, dated as of April 3, 2000 (the "Pilot Agreement"), between NationsRent, Inc., a Delaware corporation, through its operating subsidiaries ("NRI") and Lowe's Companies, Inc ., a North Carolina corporation, through its operating subsidiaries, Lowe's Home Centers, Inc. and Lowe's HIW, Inc. ("Lowe's"), NRI and Lowe's have tested the concept of
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Lowe's Companies, Inc – by a commercially recognized guaranteed overnight delivery service, or facsimile transmission (only if such transmission is confirmed by certified or registered mail or guaranteed overnight delivery) to Lowe's at Lowe's Companies, Inc ., 1605 Curtis Bridge Road, North Wilkesboro, NC 28656, Fax number 336-658-5074 Attn.: Vice President Specialty Sales, with a copy to Law Department, 1605 Curtis Bridge Road, Wilkesboro,
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LOWE'S COMPANIES, INC – space indicated below and return it to me.
Very truly yours,
NATIONSRENT, INC.
By:
Philip V. Petrocelli
Executive Vice President
AGREED AND ACCEPTED AS OF THE
DATE FIRST ABOVE WRITTEN
LOWE'S COMPANIES, INC .
By:
Name:
Title:
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United Rentals
As referenced in this Strategic Alliance Agreement:
United Rentals, Inc – engage directly or indirectly in the equipment rental business (except for e-commerce initiatives), which includes without limitation any arrangement with companies engaged in the equipment rental business such as United Rentals, Inc . and Hertz Corporation. Notwithstanding the foregoing, for each calendar year during the Term, Lowe's shall be permitted to open and operate (on its own without any third party)
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