TRL - L3 Representative Agreement SODTEC NEW DRAFT 0312

INTERNATIONAL REPRESENTATIVE AGREEMENT

BETWEEN

TRL TECHNOLOGY LTDa foreign subsidiary of

L-3 COMMUNICATIONS CORPORATION

AND

STONE OF DAVID TACTICAL EQUIPMENT COMPANY

IA706.08 (10/25/13)

International Representative Agreement

TABLE OF CONTENTS

1. APPOINTMENT OF REPRESENTATIVE........................................................................................................12. TERM OF AGREEMENT....................................................................................................................................33. COVENANT NOT TO COMPETE.....................................................................................................................44. COMPENSATION FOR REPRESENTATIVE SERVICES.............................................................................45. REPRESENTATIONS AND WARRANTIES OF REPRESENTATIVE........................................................56. REPRESENTATIONS AND WARRANTIES OF COMPANY........................................................................87. CONFLICT OF INTEREST.................................................................................................................................88. LIMITATION OF LIABILITY............................................................................................................................99. LEGALITY OF PAYMENTS...............................................................................................................................910. ASSIGNMENT.......................................................................................................................................................911. NON-DISCLOSURE OF PROPRIETARY OR CONFIDENTIAL INFORMATION...................................912. TERMINATION..................................................................................................................................................1013. FULL DISCLOSURE..........................................................................................................................................1114. INDEPENDENT CONTRACTOR.....................................................................................................................1115. RIGHT OF SET-OFF..........................................................................................................................................1116. CHOICE OF LAW...............................................................................................................................................1117. RECORDS............................................................................................................................................................1118. COOPERATION..................................................................................................................................................1119. NON-WAIVER OF BREACH............................................................................................................................1220. SEVERABILITY; PARTIAL INVALIDITY....................................................................................................1221. DISPUTES............................................................................................................................................................1222. NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT............1223. INDEMNIFICATION..........................................................................................................................................1224. NOTICE................................................................................................................................................................1225. INCORPORATION BY REFERENCE.............................................................................................................1326. INTEGRATION...................................................................................................................................................1327. COMPANY TRADEMARKS AND TRADE NAME.......................................................................................1328. FORCE MAJEURE.............................................................................................................................................1429. COMPANY CONTACT......................................................................................................................................14APPENDIX A....................................................................................................................................................................15APPENDIX B....................................................................................................................................................................16

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INTERNATIONAL REPRESENTATIVE AGREEMENT

This Agreement by and between TRL Technology Ltd, a corporation organized and existing under the laws of England and Wales (hereinafter called “Company”) with offices at Unit 11, Shannon Way, Tewkesbury, Gloucestershire GL20 8ND, a foreign subsidiary of L-3 Communications Corporation, organized and existing under the laws of the State of Delaware, United States of America, and Stone of David Tactical Equipment Company (hereinafter called “Representative”) organized and existing under the laws of Philippines with offices at Unit 900D, 9TH Floor, 20th Drive Corporate Centre, McKinley Business Park, Fort, Bonifacio, Taguig City 1634, Metro Manila, Philippines

WHEREAS, Representative has confirmed to Company that it has the expertise and technical knowledge to market, advise, assist and support the sale of Company’s Products and Services and provide general support services to Company in the territory specified in Appendix A (hereinafter called the “Territory”).

WHEREAS, Company desires to retain Representative to provide such assistance and advice in the Territory, and Representative desires to offer Company such assistance and advice.

NOW, THEREFORE, in consideration of the promises and mutual obligations hereinafter set forth the parties hereto agree as follows:

1. APPOINTMENT OF REPRESENTATIVE

A. Subject to the terms and conditions and for the duration of this Agreement, Company appoints Representative to perform the Representative Services designated in Article 1E to Company within the Territory specifically identified in Appendix A hereto for the resultant sale of Company Products (“Products”) and Services (“Services”) specifically identified in Appendix A.

B. Except with respect to those Products and Services for which Representative is identified as a “Sole Representative” as set forth in Appendix A, Representative acknowledges that its appointment hereunder is nonexclusive. Company reserves the right to appoint consultants, distributors or additional representatives for the promotion or sale of the Products and Services to customers in the Territory. We desire to work on an exclusive basis for the items stated on Appendix A so that we may fully invest our resources, while putting forth our best effort to secure a mutually beneficial business for TRL and SODTEC in the Philippines, without hesitation nor concern that other entity (additional representative, etc.) may undeservingly gain, without their participation, from our hard work and investment. We will best focus and work under an exclusive relationship and cooperation.

C. With respect to those Products and Services specified in Appendix A for which Representative is identified as “Sole Representative,” and so long as Representative is in full compliance with its obligations hereunder, Company shall not appoint any consultants, distributors or other representatives for the promotion or sale of Products and Services to customers in the Territory. Agree.

D. CONDITIONS FOR PERFORMANCE

IA706.08 (10/25/13)1

brian, 01/23/15,

The company can appoint distributor etc. with respect to other product. Recommendation of S’ Ding: Right of first refusal.


Representative accepts such appointment and acknowledges that it is not authorized to and will not take any action on behalf of Company outside the scope of the Representative Services identified in Article 1E. Representative specifically agrees that it is not authorized to represent or speak on behalf of Company in the Territory in relation to any third parties, unless otherwise directed in writing by Company. Agree.

Further, Representative acknowledges and agrees that in performing the Representative Services required under this Agreement:

(I) Representative shall not obtain on Company’s behalf or provide to Company any information which is not legally available in the Territory or which is procurement sensitive, proprietary, or classified where there is reason to believe that possession of such information is unauthorized, illegal, or unethical. Agree.

(II) Representative shall comply with the laws of the Territory (except to the extent inconsistent with, or penalized under the United States Foreign Corrupt Practices Act (FCPA) and other laws of the United States as applicable or the laws of England and Wales and shall take no action, which would subject Company to penalties under the United States Foreign Corrupt Practices Act (FCPA), other laws of the United States as applicable, the laws of England and Wales or the laws of the Territory. Agree.

E. REPRESENTATIVE SERVICES*

In general, Representative will perform the following Representative Services with respect to the Products and Services defined in Appendix A:

(I) Representative will report information as follows:

[a.] Keep Company fully informed with periodic writtenperiodic written reports delivered on a timely basis of customer plans, requirements, and budgetary changes for Products and Services; Agree.

[b.] Provide quarterly reports and information, and Representative’s own evaluation, concerning specific sales opportunities in the Territory, the current and projected business climate, pertinent existing and proposed governmentproposed government regulations, and technical and commercial information concerning Products and Services; Agree.

a.[c.] In compliance with applicable law, report on publicly available information concerning the activities of Company’s competitors, Representative’s evaluation of competitors, the status of their proposals, and customer assessment of their proposals relative to those of Company’s; Agree.

b.[d.] Promptly submit all reports and information requested above to Company at the address and point of contact in Appendix A. Agree.

(II) Representative will provide marketing assistance to:

a. Promptly establish access to and maintain continuous liaison with customer decision makers, including access for Company’s employees as appropriate; Agree.

b. Advise the customer concerning selection of Products and Services; Agree.

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c. Advise Company concerning specific customer decision criteria such as performance, price, delivery, warranties, concessions, reliability, product support, and the relative weight of these criteria in selecting Products and Services; Agree.

d. Advise Company in formulating its marketing strategies and action plans for Products and Services in the Territory; Agree.

e. Provide general support services for Company personnel as required, such as:

1. Hotel Reservations2. Transportation3. Translation service and office facilities4. Scheduling appointments for meetings; Agree.

f. Promptly provide, upon request of Company, information and/or documents required to be submitted by Company to the applicable agency of the United Kingdom Government to request export licenses and/or agreements for Products and Services in the specified Territory.

* (Below is SODTEC’s standard PROVISIONS relative to REPRESENTATIVE AGREEMENT executed in every REPRESENTATIVE AGREEMENT with our foreign suppliers/manufacturers/prinicpals:

E. REPRESENTATIVE ’ s S PECIFIC D UTIES & S ERVICES

1. Create and develop local demand for Company’s products and services by promoting and marketing them in the Territory; secure orders for the products, assist the Company in the sale of such products and services; and provide competitive business advantage in the Territory;

2. Utilize Representative’s experience and proven expertise, reputability, as well as access to its high-valued and established business network and community to forward the business interest of the Company.

3. Represent the Company, in our capacity as Representative in every bidding process in the Philippines that the Company selects to participate in relative to the Products and Services as mentioned under this Agreement.

4. Establish access to and maintain continuous liaison with potential customers and key decision makers;

5. Designate a dedicated Account Manager, with support staff, who will manage and monitor the portfolio and serve as the Company’s liaison officer for as long as this Agreement is in force.

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6. Designate a technical personnel who will be trained by Company to provide technical support in maintaining customers’ requirements, like upgrading of software, modification, etc., as well as in conducting demonstrations for potential clients.

7. Provide periodic reports to the Company concerning market information for the products being promoted, such as but not limited to demand trend, prices, competition, and other economic and industry data that may influence the demand for the Company’s products and services in the Territory, as well as status of any business and account development;

8. Provide report on public bidding publication and/or status, and make and respond to calls and or correspondences of Company within a reasonable amount of time, not more than 48 hours from receipt thereof;

9. Provide relevant technical data like customer’s specifications, warranties and product support, terms of delivery, and other pertinent technical information regarding customer’s decision criteria in selecting the Company’s products and services;

10. Arrange presentations, demonstrations and exhibits of the Company’s products and services anywhere in the Philippines where deemed necessary;

11. Schedule appointments for meetings and conferences;

12. Advise the Company in formulating its marketing strategies and action plans for its products and services;

13. Assist Company’s personnel during their visit in the Philippines, such as but not limited to:

a. Hotel Reservations;b. Transport service from airport to hotel, to other destinations (conference sites,

inspection tours, etc.), and back to the airport; 14. Provide the Company with a specific designated workplace at Representative’s office

premises complete with office equipment (wi-fi service, photocopier, etc.) for its personnel’s official use during his/their stay in the Philippines;

F. Retainer’s Fee, Administrative, Logistics, and Marketing Support

1. Company shall pay a fixed monthly retainer’s fee of USD5,000.00 to commence 30 days upon signing of the Representative Agreement;

2. Company shall cover any and all expenses related to the performance of Representative Services mentioned in no. 10 and No. 13 above, i.e, arrangement of product demonstrations and exhibits as well as expenses for Hotel accommodation, Air Fare and the like, provided that the AgentRepresentative shall first gain the Company’s written approval, via email or otherwise, on such an event with details of the required expenses. Such Company approved expense shall be covered with the Agent’s invoice and shall be paid by the Company immediately upon receipt of the Billing Statement from Representative.

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G. COMPANY RESPONSIBILITIES

Company agrees that during the term of this Agreement it will, subject to and in accordance with the terms and conditions hereinafter expressed:

a. Keep Representative advised of Company’s sales plans and objectives for Products and Services for the Territory; Agree

b. Provide to Representative informational materials concerning the Company’s business practices relating to the performance of Representative and Company under this Agreement; Agree

c. Provide informative briefings to Representative on Products and Services and support the efforts of Representative by furnishing printed commercial and technical data and information and other publications which pertain to the Products and Services and which Company may make available for export distribution subject to any applicable U.S. or United Kingdom Government regulations; Agree

d. Pay Representative compensation as provided in Article 4 hereof and Appendix B.

e. Representative acknowledges that the selection and provision of materials, advice or information by Company as described in Articles F(I) and F(II) above shall be at the sole discretion of Company and Company may select the materials, advice or information which it may wish to provide at any time, subject however to the laws and regulations of England and Wales with respect to such matters. Agree

f. Provide Representative with the prevailing Price of all the products described under Appendix A, such price shall be fixed and shall not be subject to change for a period of _____ months.

2. TERM OF AGREEMENT

This Agreement, unless terminated in accordance with the provisions of Article 12 hereof, shall become effective upon execution by all parties and shall remain effective for the term set forth in Appendix A. Agree

3. COVENANT NOT TO COMPETE

To the maximum extent consistent with all applicable laws relating to the enforceability of restrictive covenants, Representative agrees that during the term of this Agreement and for a period of one (1) year thereafter, it shall not within the Territory enter into any agreement for or otherwise engage, directly or indirectly, in representing, consulting or distributing Products or Services competitive with Company’s Products or Services, either on its own account, or with, or for any other person or organization which is competing with or attempting to compete with Company. Agree

4. COMPENSATION FOR REPRESENTATIVE SERVICES

A. Contingent upon and subject to any applicable government laws, regulations, and administrative requirements, including but not limited to those of the United States and

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United Kingdom Government, Company, either as a prime contractor or a subcontractor, agrees to pay to Representative a commission as set forth in Appendix B, attached hereto, on the sale of the Products and Services for use in the Territory, provided that Representative has fulfilled its Representative Services as set forth in Article 1 above in connection with such sale.

For purposes of determining whether Representative is entitled to a commission, the determination whether Representative has fulfilled its Representative Services in connection with such sale shall be within the sole judgment and discretion of Company which shall not be exercised in an unreasonable manner. This clause should be clear to state that the Company shall pay the Representative its commission within a specified period in accordance to the stipulation on Appendix B on payments received by the Company from the contracted client in the territory, as stipulated in Article 3 of Appendix A. Further, the Company shall also pay the proportionate percentage amount, as per the applicable commission stipulated on Annex B, to the Representative on any and all partial amounts or payments made by the contracted client from the Philippines to the Company.

B. Said commission will be paid in Pound Sterling and, subject to the provisions of Articles 4C and 4D below, each such commission payment shall be based on the Net Sales Price (as defined in Appendix B) on payments received from customer and shall be paid within sixty (60) days of receipt and acceptance by Company (as specified in Appendix B) of a proper original invoice containing the certification in Appendix B and supporting documents. If Company is paid in a currency other than U.S. Dollars, Company reserves the right to pay Representative in such currency. As with all of our principal, commissions are usually paid not more than 30 days from receipt and confirmation of sales payment. Thus, we would like to request for a shorter processing period of not more than 30 days as well. Additionally, may we respectfully request to omit the highlighted words “and acceptance” since the quality and content requirement of the original Representative invoice to be complied with is already stated in this provision.

C. It is further understood that said commission shall not be paid, or if already paid shall be refunded to Company by Representative, if:

(I) any applicable governmental law, regulation or administrative requirement prohibits or makes improper the payment of said commission; or

(II) any customer with the appropriate authority officially prohibits the payment of said commission in writing; or ---Although payment of commission in our country to Representatives is legal, for our enlightenment, may we know of instances that will legally allow a customer to prohibit payment of commission to a representative? And why is this option given to a customer who is not privy to this contract?

(III) any action has been taken by Representative in violation of the warranties as set forth in Article 5 hereof.

D. It is also understood that when any applicable governmental law, regulation or administrative requirement, or any customer necessitates the payment of a reduced commission to Representative, only such reduced payment will be made. May we suggest to remove the word “…or any customer” as this may be subjectively abused and unfair to the Representative. If the necessity to reduce the commission is due to Lawful prohibitions or provisions that will merit such action then please qualify it to mean that.

IA706.08 (10/25/13)6

brian, 01/23/15,

Same as C (II)

brian, 01/23/15,

Customer is a third party and not privy to the contract, option to prohibit payment should not be given to the customer.

brian, 01/23/15,

There must be a reasonable standard, it should not be dependent upon the sole judgment and discretion of Company.


E. It is understood that if an order or sales contract should be rescinded, revoked or repudiated by a customer for reasons beyond Company’s control or by Company for a customer breach of contract, or by either party for force majeure causes, or Company’s contract with the customer becomes invalid or inoperative due to any governmental regulation, Representative shall not be entitled to a commission with respect to such order or contract, except pro rata to the extent of any amount Company may have previously received and to which the customer asserts no claim for refund. Agree.

F. Company will reimburse Representative for extraordinary expenses (such as a trip to Company’s facilities in United Kingdom at the request of Company), provided that Representative has obtained the written approval of Company prior to incurring any such expenditures and such expenditures are supported by receipts satisfactory to Company.

May we revise the highlighted section to, “…by receipts, as issued and acceptable in the country where expenditures were made, and or other secondary disbursement documents satisfactory to Company.

G. Any taxes, United Kingdom or non-United Kingdom attributable to payments made to Representative pursuant to this Agreement shall be paid by Representative. Agree on this, however, proof of tax payment under the name of the Representative shall be secured by the Company and provided to the Representative so it can claim such tax deduction in its income filing with the Philippine’s Bureau of Internal Revenue (Tax Authority) relative to the UK/PHILIPPINES DOUBLE TAXATION CONVENTION.

5. REPRESENTATIONS AND WARRANTIES OF REPRESENTATIVE

Representative represents and warrants to Company that:

A. Representative (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation identified on Page 1 hereof; (ii) currently has a place of business located at its address set forth on Page 1 hereof; (iii) has all requisite corporate or other power, and has all material governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted; and (iv) is qualified to do business and is in good standing in all jurisdictions in which the Services required to be performed by it under this Agreement makes such qualifications necessary. Yes!

B. Except as disclosed in writing prior to the date of this Agreement, there are no legal or arbitral proceedings, or any proceedings by or before any governmental or regulatory authority or agency, now pending or (to the knowledge of Representative) threatened against Representative which, if adversely determined, could (either individually or in the aggregate) have a Material Adverse Effect (as hereinafter defined). For purposes hereof, the term “Material Adverse Effect” means a material adverse effect on (i) the ability of Representative to perform its Services hereunder, (ii) the validity or enforceability of this Agreement, or (iii) the rights and remedies of Company hereunder. None!

C. Upon the execution and delivery of this Agreement, the performance of obligations hereunder or compliance with the terms and provisions hereof will not conflict with or result in a breach of, or require any consent under, the charter or by-laws (or comparable organizational documents) of Representative, or any applicable law or regulation (including without limitation the applicable laws and regulations of the Representative’s domicile country, the United Kingdom the U.S. or the Territory in which Services are rendered

IA706.08 (10/25/13)7

brian, 01/23/15,

SODTEC is not a corporation


hereunder), or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Representative is a party or by which Representative is bound or to which it is subject, or constitute a default or breach under any such agreement or instrument. None!

D. Representative has all necessary corporate and other power, authority and legal right to execute, deliver, and perform its obligations hereunder; the execution, delivery, and performance by Representative of this Agreement have been duly authorized by all necessary corporate and other action on its part; and this Agreement has been duly and validly executed by Representative and constitutes its legal, valid, and binding obligations, enforceable against Representative in accordance with its terms. Yes!

E. Except as previously disclosed by Representative to Company in writing, no authorizations, approvals or consents of, and no filings or registrations with, any governmental or regulatory authority or agency are necessary for the execution, delivery or performance by Representative of this Agreement or for the legality, validity, or enforceability hereof. None!

F. All written and oral information supplied by Representative is and will be complete, truthful and accurate, and that Representative shall not obtain on Company’s behalf or provide to Company any information which is not legally available in the Territory or which is procurement sensitive, proprietary or classified where there is reason to believe that possession of such information is unauthorized, illegal or unethical. Agree!

G. Representative agrees, in performing the Representative Services required under this Agreement, to comply with the requirements of all applicable laws, rules, regulations and orders of governmental or regulatory authorities of the Territory (except to the extent inconsistent with, or penalized under, U.S. or laws of England and Wales) and shall take no action which would subject Company to penalties under U.S., or laws of England and Wales or Territory laws. Agree!

H. In connection with its Services to Company hereunder, it has not and will not make any payments or gifts, or any offers or promises of payments or gifts of any kind, directly or indirectly, to any official of any Territory government or any agency or instrumentality thereof; to any foreign political party or official thereof, or any candidate for foreign political office; or to any person while knowing (or being aware of a high probability) that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any foreign official, any foreign political party or official thereof, or any candidate for foreign political office in violation of the United States Foreign Corrupt Practices Act, laws of England and Wales laws, or the laws of the Territory. Agree!

I. (i) Neither Representative nor any of its employees or officers is an official, employee, or active member of the armed forces of the Territory government; an official or employee of the Territory government; an official of a political party or a candidate for political office; an officer, director, employee or an affiliate of a Company customer; and (ii) as of the date of execution of this Agreement and during the term of this Agreement, no Territory government official, and no official of any Territory government agency or instrumentality is or will become associated with, or will own or presently owns an interest, whether direct or indirect, in Representative or has or will have any legal or beneficial interest in this Agreement or the payments to be made by Company hereunder. Agree!

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J. Representative has not and shall not pay or tender, directly or indirectly, any commission or finders or referral fees to any person or firm in connection with its activities on behalf of Company without the prior written approval of Company. Agree!

K. In respect to any business it may assist or may have assisted in obtaining for Company, either directly or indirectly, under this Agreement or otherwise, it has not paid, offered, or agreed to pay any political contributions. Agree!

L. Representative is familiar with and shall comply in all respects with U.S. laws, regulations and administrative requirements applicable to Company’s relationship with Representative, including but not limited to the Foreign Corrupt Practices Act (FCPA); International Traffic In Arms Regulations (ITAR); Export Administration Regulations (EAR), as amended; the Antiboycott Regulations and Guidelines issued under the Export Administration Act, as amended; and Section 999 of the Internal Revenue Code (Antiboycott Regulations); and the Office of Foreign Assets Control (OFAC) Regulations as well as the laws of the England and Wales and Territory. Yes!

M. Representative hereby acknowledges receipt of a copy of L-3 Communications International Agreements Compliance Handbook, including the Code of Ethics and Business Conduct and, by execution of this Agreement, Representative warrants and certifies that it fully understands Company’s policy with respect to international sales transactions and relations with customers and suppliers and that Representative will do nothing in the performance of the services required under this Agreement which will be in conflict with Company’s policies. Yes!

N. Representative agrees, as a condition of this Agreement, to execute IF706.13 Ethics and Anti-Bribery Compliance Certification prior to the effective date of this Agreement and on an annual basis thereafter during the term of this Agreement. Representative further agrees that any breach of the IF706.13 Ethics and Anti-Bribery Compliance Certification shall be cause for termination of this Agreement pursuant to Article 12B below. Representative shall ensure that all of its principals and employees who will engage in Representative Services for Company pursuant to this agreement shall comply with the requirements of this Certification. Yes!

O. Representative hereby acknowledges that it is familiar with the requirement for certain persons to register as a broker for Defense Articles and Defense Services on the U.S. Munitions List (Part 129 of International Traffic in Arms Regulations) and is in compliance. Yes!

P. At all times Representative shall act in the best interest of Company and will take no actions which are or may be detrimental to Company. Yes!

Q. Representative certifies that none of its principal officers or employees have been convicted of or pleaded guilty to any offense involving fraud, corruption or moral turpitude, and that it is not now listed by any government agency as debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for Philippines Government procurement programs.Yes!

R. Representative agrees, in performing this Agreement, to comply with applicable laws and regulations of the United States, England and Wales Representative’s domicile country, and Territory (Representative shall notify the Company of any conflicts or inconsistencies it believes exist between the applicable laws and regulations) and to not make or permit to be

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made or knowingly allow a third party to make any improper payments, or to perform an unlawful act. Yes!

S. Representative acknowledges and agrees that failure or refusal to promptly furnish any required certificate or disclosure upon request from Company will be the basis for immediate termination of this Agreement. Provided that such document or its equivalent is existent from the Representative’s side and or can be obtained by the Representative; that such disclosure will not violate any other existing agreements with other entities; and that such request be made in writing to the Representative with a compliance period of 30 days from receipt of notice or other longer period as may be required or reasonable to the given circumstances that is beyond the control of the Representative.

T. Representative agrees to give prompt written notice in the event that, at any time during the term of this Agreement, Representative has failed to comply with or has breached any of its warranties hereunder. In the event Representative has not so complied or has breached any of its warranties hereunder, this Agreement shall be null and void from the time of such non-compliance or breach. The foregoing warranties shall survive the termination of this Agreement and shall continue in effect with respect to all business activities of Company in the Territory until all such activities have ceased. Provided, that such warranty under this agreement shall not cause the Representative, now or in the future, to violate Philippine Laws or any other laws of nations as observed under this agreement.

6. REPRESENTATIONS AND WARRANTIES OF COMPANY

Company warrants that it does not desire and will not request any service or action by Representative that would or might constitute a violation of the Foreign Corrupt Practices Act or any other law, regulation, or administrative requirement of United Kingdom the United States, Representative’s domicile country, or the Territory. Agree!

7. CONFLICT OF INTEREST

Representative will not provide Services for nor promote, market, offer, sell, nor represent the Products or Services of any Person within the Territory which are or could be competitive with Company’s Products or Services for which Representative provides Services hereunder. For purposes of this Agreement, the term “Person” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, unincorporated organization, or government (or any agency, instrumentality, or political subdivision thereof). Agree!

8. LIMITATION OF LIABILITY

COMPANY’S LIABILITY FOR COSTS OR DAMAGES ALLEGEDLY INCURRED BY REPRESENTATIVE ARISING OUT OF, OR IN CONNECTION WITH, REPRESENTATIVE’S PERFORMANCE OF ITS REPRESENTATIVE SERVICES UNDER THIS AGREEMENT SHALL BE STRICTLY LIMITED TO COMPENSATION WHICH MAY BE DEEMED OWING. IN NO EVENT SHALL COMPANY BE LIABLE FOR LOST PROFITS OR ANY OTHER CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF, OR IN CONNECTION WITH CLAIMS MADE AGAINST COMPANY, WHETHER SUCH CLAIMS ARE ALLEGED TO ARISE IN CONTRACT OR IN TORT. Agree!

9. LEGALITY OF PAYMENTS

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Only compensation that is allowable under applicable law shall be due and payable by Company. Any payments made to Representative which are later disallowed, reduced or declared unlawful shall be promptly returned by Representative to Company. Please revise this to state, “…which are later disallowed due to violation of an existing Law or reduced for being excessive, as contrary to Law.

10. ASSIGNMENT

A. Representative shall not subcontract, delegate, or assign any of its rights or obligations under this Agreement without the prior written consent of Company which consent shall not be withheld unreasonably. However, it is understood by Representative that the assignee will be subject to the due diligence required by Company for all its Representatives before any consent is provided. Any purported delegation, assignment, or transfer by Representative of all or part of this Agreement or of any rights or obligations arising hereunder without the prior written consent of Company shall be void as to Company’s obligations hereunder from the time of such delegation, assignment, or transfer, and shall be considered the basis for immediate termination of this Agreement. Agree!

B. Company may assign its rights and/or delegate its obligations hereunder to its parent or other subsidiaries of the parent, or any affiliate, successor in interest or other third party. Agree!

11. NON-DISCLOSURE OF PROPRIETARY OR CONFIDENTIAL INFORMATION

A. Each party agrees not to disclose to others without the prior written consent of Company, either during or subsequent to the term of this Agreement, any proprietary or confidential information, knowledge or data of Company which Representative may receive or have access to during the term of this Agreement, including proprietary or confidential information of Company, its parent and/or subsidiaries or of others which has come into Company’s or Representative's possession, such as, but not limited to, business plans, marketing information, cost estimates, forecasts, bid and proposal data, financial data, formulae, compositions, products, processes, procedures, inventions, systems, or designs. Except as may strictly be required by its obligations under this Agreement, Representative shall not use or reproduce any information or data furnished by Company hereunder. Agree!

B. Representative may not release any information with respect to this Agreement or the subject matter thereof without the prior express written approval of Company. Representative shall not disseminate press releases, responses to press, advertisements, brochures, etc. which have not been authorized by the Company for public release. Agree!

C. All materials to which Representative has access or which were furnished or otherwise made available by Company to Representative shall be and remain the property of Company. Upon expiration or termination of this Agreement or upon request of Company, Representative shall return to Company all such materials, documents, and information, including any proprietary data, and all reproductions thereof then in Representative's possession or control; and Representative shall surrender all information or proprietary data developed by Representative in connection with this Agreement, unless the information has been certified as having been destroyed or the retention of the information is authorized in writing by Company.Agree!

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D. Each party’s obligations of confidentiality under this Article and this Agreement shall survive termination or expiration of this Agreement for five (5) years from the date thereof. Agree!

12. TERMINATION

A. This Agreement may be terminated without cause by either party upon thirty (30) days written notice, in which case no payment will be made by Company to Representative for any activities or expenses incurred after the effective date of the termination. We prefer that the highlighted portion be revised to state, “…by both parties…” for reason that any significant effort by Representative may be easily disregarded at anytime with just a simple 30-day notice and without need of cause.

B. This Agreement may be terminated for cause at any time without prior notice by either party. Grounds for termination for cause include but are not limited to: May we request that there be a written notice of termination, in a remote possibility that the below are committed, in order for the Representative to also promptly cease from representing the Company in such an unfortunate case.

(I) A party's insolvency or bankruptcy;

(II) Failure to comply with the warranties set forth in Article 5 hereof;

(III) Failure to perform the Representative Services specified in Article 1 hereof;

(IV) Material breach of this Agreement;

(V) Any false or misleading information provided by Representative to Company relative to Representative’s background, qualifications or any information provided by Representative;

(VI) Any false or misleading information provided by Representative on Representative's Application for Appointment/Renewal of Appointment; or

C. Except with respect to termination under Article 12B (I) above, following termination for cause, no compensation shall be due or payable to Representative, even if resulting from Representative's efforts prior to such termination.

D. In the event of termination of this Agreement with or without cause, the parties hereto shall have no further duties, obligations or liabilities to each other, except as otherwise expressly stated in this Agreement.

13. FULL DISCLOSURE

Subject to laws and regulations of England and Wales, Representative agrees that full disclosure of the existence and terms of this Agreement, including the compensation provisions, may be made at any time and for any reason to whomever Company determines has a legitimate need to know such terms, including, without limitation, U. S. and Territory government organizations. Representative shall disclose to all parties with whom it deals on behalf of Company that Representative has been retained by Company to advise it in the marketing and sale of its Products and Services. Representative shall never negotiate terms and prices with a customer, accept notices, submit invoices to the customer under its own signature on behalf of Company, or take any other actions that may obligate Company to third parties, or cause Company to be deemed doing business in the Territory, or to have created a permanent establishment in the Territory, except as previously approved in writing by Company. Agree!

IA706.08 (10/25/13)12

brian, 01/23/15,

It must be based on quantum meruit.


14. INDEPENDENT CONTRACTOR

Representative is and shall be considered for all purposes to be an independent contractor in relation to Company under this Agreement. This Agreement does not make either party the agent or legal representative of the other for any purpose or grant any right or authority to assume or create, directly or indirectly, any obligation or responsibility, expressed or implied, on behalf or in the name of the other, or to bind the other in any manner. Agree!

15. RIGHT OF SET-OFF

Company shall be entitled at all times to set-off any amount owing or damages due at any time from Representative to Company against any amount payable at any time by Company to Representative in connection with this Agreement. Agree!

16. CHOICE OF LAW

This Agreement shall be governed by, subject to, and interpreted according to the laws of England and Wales without regard to its conflict of law rules. Agree!

17. RECORDS

Representative agrees that Company or any of Company’s duly authorized representatives shall, during the term of this Agreement and for five (5) years after final payment has been made under this Agreement, have access to and the right to inspect and examine during business hours any relevant books, documents, papers, and records of Representative involving transactions related to this Agreement. Agree!

18. COOPERATION

In the event a dispute arises between Company on the one hand and a customer or any other person on the other concerning any of the Products and Services covered by this Agreement, Representative agrees to provide to Company any assistance that may be required including, but not limited to, the provision of such documents and testimony as may be reasonably requested by Company. Such obligation shall continue after the expiration or termination of this agreement. Although we are very much willing to extend our assistance as sought for in this article, it is, however, reasonable that a period of coverage be stated in the last sentence of this provision. Perhaps, mirroring in the said part of this provision the warranty period of the products and services contracted or consummated with customers is fairly reasonable.

19. NON-WAIVER OF BREACH

The failure by a party to this Agreement to assert any or all of its rights upon any breach of this Agreement by the other shall not be deemed a waiver of such rights either with respect to such breach or any subsequent breach, nor shall any waiver be implied from the acceptance of any payment or service. No written waiver of any right shall extend to or affect any other right such party may possess, nor shall such written waiver extend to any subsequent similar or dissimilar breach. Agree!

20. SEVERABILITY; PARTIAL INVALIDITY

If any provision of this Agreement, or the applicability of such provision, shall be held illegal or unenforceable, the remainder of the Agreement or the application of such provision shall not be affected thereby. Agree!

21. DISPUTES

IA706.08 (10/25/13)13


The exclusive forum for the resolution of any and all disputes arising out of or in connection with this Agreement shall be a court of appropriate jurisdiction located in England. Agree!

22. NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT

A. Representative shall promptly report to Company in reasonable written detail each notice or claim of patent infringement, copyright infringement, or invasion of any right of privacy of which Representative has notice or knowledge and which arises out of this Agreement. Yes!

B. In the event of litigation against Company or its customer(s) on account of any claim of patent infringement, copyright infringement, or invasion of any right of privacy arising out of this Agreement, or out of the use of any Products or Services furnished hereunder, Representative shall furnish Company upon request all evidence and information in possession of Representative pertaining to such litigation. Yes!

23. INDEMNIFICATION

Representative hereby agrees to indemnify and hold harmless Company, its employees, customers, assigns, and others as to any claim asserted against Company or its employees, customers, assigns, or others alleging any liability arising out of any negligent or intentional wrongful acts of Representative or its employees, agents, associates, or assigns that occur during the term of this Agreement. Such liability shall include, but is not limited to, damages (including punitive damages), costs, commissions, and expenses. Agree!

24. NOTICE

All formal notices or communications hereunder shall be sent by facsimile transmission or email, followed by a signed copy sent by commercial mail or courier, and shall be deemed to have been given when transmitted.

Notice to Company shall be addressed to:

TRL Technology LtdUnit 11Shannon WayTewkesburyGloucestershireGL20 8NDFax: +44 (0) 1684 850406Email: [email protected] Attention: Mike Turvey

Notice to Representative shall be addressed to:

Stone of David Tactical Equipment Company Unit 900D9TH Floor 20th Drive Corporate Centre,20th Drive,McKinley Business Park,Fort Bonifacio,Taguig City 1634,Metro Manila,

IA706.08 (10/25/13)14


PhilippinesFax: +63 (2) 808 8806 local 121Email: [email protected] Attention: Jocelyn U. Magcale

Written notification of change in address, telephone, fax or contact person is required to be provided by either party to the other party within 30 days from such change. .

25. INCORPORATION BY REFERENCE

The articles and terms and conditions set forth in Appendices hereto are hereby incorporated by reference and made a part of this Agreement as if they had been set forth in full herein.

26. INTEGRATION

This Agreement incorporates all prior negotiations of the parties, and constitutes the full understanding and entire agreement between the parties and supersedes any and all prior oral and written statements, understandings and agreements with respect to the rendering of Representative Services. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement shall be binding unless set forth in writing and signed by the party to be charged. Both parties hereby waive the right to assert any claim against the other, its employees, customers, or assigns based upon any oral representation, statement, promise, or agreement whether made before or after the date of this Agreement. Neither party has relied upon any representations or statements of the other except as stated hereinafter. This Agreement provides for full payment for all Services to be rendered by Representative to Company, and Company shall not be liable to Representative other than to the extent and in the amount expressly provided herein. Agree!

27. COMPANY TRADEMARKS AND TRADE NAME

Representative agrees it will not use in any way Company’s trademarks and trade name, and it will not publish or cause to be published any statement, or encourage or approve any advertising or practice which may be detrimental to the good name, trademarks, good will or reputation of Company or its Products and Services. Representative further agrees to withdraw any statement and to discontinue any advertising or practice deemed by Company to have such effect. Agree!

28. FORCE MAJEURE

Neither party shall be responsible for any failure to comply with the terms of this Agreement due to causes beyond its control for the period the effects of such causes continue. These causes shall include but shall not be restricted to: fire, storm, flood, earthquake, explosion, accident, acts of a public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restrictions, labor disputes, transportation embargoes or delays, acts of God, failure of United Kingdom or any other government to grant export or import licenses or permits for relevant services, products, and materials or technical data.

29. COMPANY CONTACT

The individual designated in Appendix A shall be Representative's primary point of contact with Company and is responsible for reviewing Representative's performance hereunder.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized Representative.

TRL Technology Ltd Stone of David Tactical Equipment CoIA706.08 (10/25/13)15


a foreign subsidiary of CompanyL-3 Communications Corporation

Signature ____________________________ Signature ____________________________

Name Name JOCELYN U. MAGCALE

Title Title President & CEO

Telephone: Telephone: +63 2 8088806 local 106

Fax: Fax: +63 2 8088806 local 121

Date Date

IA706.08 (10/25/13)16


APPENDIX A

1. PRODUCT(S) AND SERVICE(S) DEFINED:

As used in this Agreement “Product(s)” means:

Broadsheild,

Smartscan

Global Catapan Products

As used in this Agreement “Service(s)” means: Presentations and Demonstrations

2. SOLE REPRESENTATIVE DESIGNATION:

Appointment: Company has appointed Representative as its sole Representative with respect to those Products and Services set forth above marked with an asterisk (“*”). N/A

3. TERRITORY DEFINED:

As used in this Agreement, “Territory” means: Philippines

4. TERM:

The term of this Agreement shall be two years from date of final execution or until such earlier termination of Representative’s Agreement as provided herein.

5. POINT OF CONTACT:

The Company point of contact for this Agreement is:

Name: Gary Jamieson

Address: Unit 19 Miller Court

Severn Drive

Tewkesbury

Gloucestershire

GL20 8ND

Telephone: +44 (0) 1684 857288

Fax: +44 (0) 1684 850406

IA706.08 (10/25/13)17


APPENDIX B

COMPENSATION

1. SUBSIDIARY: TRL Technology Ltd

2. COMPENSATION:

A. Subject to the requirements of Article 4 of this Agreement, a commission for Direct Commercial Sales, based on the Net Sales Price of Products and Services, will be payable as follows:

“Contract values will be divided into tiers as shown in the following table and unless otherwise formally agreed*, commission shall be calculated in accordance with the relevant percentage for each tier on a cumulative basis:

Tiers – Contract Value TRL will pay the following Commission

(Tier 1) Contract value up to £2,000,000 10%(Tier 2) Contract value in excess of £2,000,000 but less than £4,000,000

(Tier 1) + 8% of the excess over 2 million

(Tier 3) Contract value in excess of £4,000,000 but less than £6,000,000

(Tier 1) + (Tier 2) + 6% of the excess over 4 million

(Tier 4) Contract value in excess of £6,000,000 but less than 8,000,000

(Tier1) + (Tier 2) + (Tier 3) + 4% of the excess over 6 million

(Tier 5) Contract Value in excess of £8,000,000

(Tier 1) + (Tier 2) + (Tier 3) + (Tier 4) + 2% of the excess over

£8 million

Examples;

(a) A £5M contract will attract commission of (£2M * 10%) + (£2M * 8%) + (£1M * 6%) = £420K (aggregate rate of 8.4% of contract value)

(b) A £9M contract will attract commission of (£2M * 10%) + (£2M * 8%) + (£2M * 6%) + (£2M * 4%) + (£1M * 2%) = £580K (aggregate rate of 6.44% of contract value)

(c) A £30M contract will attract commission of (£2M * 10%) + (£2M * 8%) + (£2M * 6%) + (£2M * 4%) + (£22M * 2%) = £1M (aggregate rate of 3.33% of contract value)

B. For purposes of Appendix B, Article 2A above, “Net Sales Price” shall mean the Pound Sterling value of any contract order entered into between Company and a customer in the Territory for the Products and Services, excluding bona fide refunds and credits for returns of Products or correction of Services rendered, and excluding all taxes, customs duties, freight charges, port surcharges, and similar expenses reimbursed at cost by such purchaser to Company, and amounts for services, facilities, and other support supplied by Representative relating to the underlying sale or sales.

IA706.08 (10/25/13)18


C. The total compensation payable pursuant to this Agreement in any twelve-month period beginning with the effective date of this Agreement and each succeeding anniversary date thereof, prorated for a partial twelve-month period, shall not exceed U.S. $500,000. Any compensation in excess of such amount shall be deferred to subsequent twelve-month periods until paid in full.

D. Any commission payable pursuant to this Agreement shall be made to the following designated Bank:

[PLEASE PROVIDE BANK NAME AND ADDRESS ONLY]

E. Prior to payment of any commission hereunder, Representative shall submit to the Point of Contact identified below its invoice, which shall contain the following certification, duly signed by Representative:

“The undersigned hereby certifies that it has complied with all applicable English, U.S., in-country or Territory laws, regulations and agreement requirements in connection with the services performed for TRL Technology Ltd that the amount invoiced is true and correct; that such amount has not been heretofore paid and is not included in current unpaid invoices.”

F. International payments to Representative shall be made in the name of Representative in Pound Sterling within sixty (60) days of receipt and acceptance of Representative’s invoice by wire transfer to Representative’s bank as specified in this Agreement either in the Territory defined in Appendix A or the country where the Representative normally conducts business.

3. POINT OF CONTACT:

The Company point of contact for this Agreement is:

Name: Mike TurveyAddress: Unit 11

Shannon WayTewkesburyGloucestershireGL20 8NB

Telephone: +44 (0) 1684 852535Fax: +44 (0) 1684 850406Email: [email protected]

IA706.08 (10/25/13)19

brian, 01/23/15,

Incompatible, considering that the contract is only for a period of two (2) years.

Documents

TRL - L3 Representative Agreement SODTEC NEW DRAFT 0312