THIS LICENCE is made this BETWEEN:- (1) (The Principal) a corporation organised and existing under the laws of (Country where principal comes from) having its principal place of business in the (address of principal) ("the Principal') (2) (your name) trading as "(your trading name)" of (Your address) Your name") (3) (The name of company receiving the assignment) whose registered office is situate at (7heir address) ("Company name') 1. Recitals 1.1 This Licence is supplemental to the Agreement 1.2 The Agreement contains a provision at clause 6.14 relating to the Distributors right to assign 1.3 The Principal has agreed to consent to the assignment upon the terms set out below 2. Definitions The following terms shall have the following meanings:- 2.1 "Agreements": The Distribution Agreement dated (date of the agreement) made between (The principals company name) (1) and (your name) (2) and any additions thereto or agreements supplemental thereto or superseding amending renewing or replacing the Agreement or otherwise 2.2 "Charging Period": 1st January to 31st March in each year 1st April to 30th June in each year 1st July to 30th September in each year 1st October to 31st December in each year 2.3 "Commission": x% of the Net Sales Value of the Products as collected 2.4 "Currency": (Currency) 2.5 "Extension of the Term": Any period whereby the Agreement is either extended renewed or replaced by a further period and whether brought about by any additions to or by an agreement supplemental to or superseding amending renewing or replacing the Agreement or otherwise 2.6 "Net Sales Value" Means in relation to any Products the price charged to the Distributor or any party nominated by or introduced by the Distributor before allowing any discount or any other form of reduction and before the addition of any value added or other sales taxes thereon and delivery charges 2.7 "Payment Dates": 15th April in each year 15th July in each year 15th October in each year 15th January in each year 2.8 "Prescribed Rate": 4% above National Westminster Bank plc base rate from time to time in force 2.9 "Provisions of the Distributor": The obligations terms and provisions contained in the Agreement to be observed and performed by the Distributor 2.10 "Provisions of the Principal": The obligations terms and provisions contained in the Agreement to be observed and performed by the Principal 2.11 All other words and phrases used in this Licence shall have (where the context so admits or requires) the same meaning as the definitions words and phrases used in the Agreement 2.12 References to the parties as hereinbefore defined shall include their respective successors in title or personal representatives as shall be appropriate 2.13 If the parties are at any time more than one person its obligations shall be joint and several obligations of such persons 2.14 Words importing one gender import any other gender words importing the singular import the plural and vice versa and any reference to a person includes a reference to a company corporation authority board department or other body 3. Licence to Assign The Principal (at the request of the other parties) grants to (your name) licence to assign the full benefit of the Agreement to (company name) 4. Covenants by (Company name) (Company name) covenants with the Principal that at all times after completion of the Assignment and throughout the term and any Extension of the Term it will discharge perform and observe the 5. Release The Principal releases (your name) from the Provisions of the Distributor after completion of the Assignment 6. Covenants by the Principal The principal covenants with (your name):- 6.1 throughout the Term and any Extension of the Term to pay the Commission in the Currency on the Payment Dates for the previous Charging Period and in default of payment of the Commission on the Payment Date to pay interest on the Commission at the Prescribed Rate from the Payment Date until the actual date of payment of the Commission 6.2 to send to (your name) on the Payment Dates a statement detailing how the Commission has been calculated 6.3 at all times hereafter to observe and perform the Provisions of the Principal and at all times hereafter save harmless and keep indemnified (your name) against all actions proceedings claims demands damages penalties and costs whatsoever by reason of or on account of the non-observance or non-performance of the Agreement or any part thereof or in respect of any matter which arises from or in any way relates to the Agreement 6.4 when the Agreement ends for any reason it shall within 30 days notify (your name) of that fact and shall negotiate with (your name) concerning the execution of a new agreement on either the same or such modified terms as shall be reasonable in all the circumstances 6.5 not to assign dispose of or otherwise deal with the Agreement without the consent in writing of (your name) which consent shall not be unreasonably withheld in the event of the proposed assignee entering into an agreement on similar terms as contained herein 7.Information (your name) and such person or persons who shall be authorised by him shall be entitled on giving not less than 24 hours notice in writing to the Principal to inspect during business hours at the principal place of business of the Principal the books and records of the principal as they relate to the Agreement or this Licence or the transaction contemplated in either or both and the Principal shall make available to (your name) or such person or persons authorised by him all such books and records and all such other information as may be reasonably required in connection with any matters relating to the Agreement or this Licence and (your name) and those authorised by him shall be entitled to copies of all such books records and information at (your name's) expense IN WITNESS whereof these presents have been duly executed as a Deed the day and year first before written SIGNED AS A DEED by (The principals company name) acting by:-