exv10w37



 




Exhibit 10.37









Certain portions of this exhibit have been omitted based upon request for confidential treatment.

The method used to identify the omitted confidential information is:




[THIS INFORMATION HAS BEEN REDACTED].




The complete exhibit containing the redacted information has been filed
separately with the Commission.







THIS AGREEMENT is made on 1st October, 2007 BETWEEN





	(1)	 	REMEDENT NV, a corporation under the laws of Belgium, whose registered office is at 9831
Deurle, Xavier De Cocklaan 42, Belgium (“Remedent”);
	 
	 	 	hereby represented by Mr Robin List, Managing Director;





AND





	(2)	 	Savant Distribution Limited, a limited company incorporated under the laws of England and
Wales whose registered company number is and whose registered office is at Quarry House,
Clayton Wood Close, Leeds LS16 6QE, England
	 
	 	 	hereby represented by Mr Ian Richardson,





Remedent and Savant are jointly referred to as the “Parties”, and individually as a “Party”.



BACKGROUND:




	(A)	 	Remedent manufactures the Product (as defined hereafter) and requires a Savant to sell and
distribute the Product in the Territory to the Market (both as defined hereafter).
	 
	(B)	 	Savant has agreed to sell and distribute the Product in the Territory to the Market upon the
terms of this Agreement.





IT IS AGREED as follows:




	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	In this Agreement, the following terms shall have the following meanings, unless the context
otherwise requires:





	 	 	 	 	 
	 

	 	“Agreement”
	 	means this agreement, including its exhibits and schedules
	 
	 	 	 	 
	 

	 	“Commencement Date”
	 	means 1st October, 2007
	 
	 	 	 	 
	 

	 	“Confidential Information”
	 	means information of a business, marketing, manufacturing,
financial, technical or scientific nature in the possession or under the control of a
Party to which the other Party will have access in connection with the performance
under this Agreement, except for such information which:






1









 






	 	 	 	 	 
	 

	 	 	 	(a) at the time of first access or receipt is in the public
domain, or becomes part of the public domain through no
fault of the recipient, or
	 

	 	 	 	(b) the recipient can demonstrate was in its possession
prior to first access or receipt from the other Party,
without prejudice to any prior confidentiality, transfer or
other agreement,
	 

	 	 	 	(c) is requested to be used or disclosed by law or order of
any court of competent jurisdiction or recognised stock
exchange or government department.
	 
	 	 	 	 
	 

	 	“Market”
	 	means all distribution channels
	 
	 	 	 	 
	 

	 	“Product”
	 	means the product listed in schedule 1, as manufactured by Remedent, bearing the
trade mark “Remesense”, presented following the concept as set out in schedule 1, and
such other products as may from time to time be agreed in writing by the Parties or as
may be added, removed or varied pursuant to this Agreement
	 
	 	 	 	 
	 

	 	“Territory”
	 	United Kingdom and Republic of Ireland







	1.2	 	Words in the singular will include the plural and vice versa.
	 
	2.	 	APPOINTMENT
	 
	2.1	 	During the term of this Agreement, Remedent appoints Savant as its exclusive distributor with
the right to import, export, sell and distribute the Product to the Market in the Territory
and Savant hereby accepts this appointment.
	 
	 	 	Remedent shall refer all sales inquires for the Product from the Market in the Territory to
Savant.
	 
	2.2	 	During the term of this Agreement, Remedent shall not appoint any other distributor for the
Product in the Territory, nor shall Remedent grant to any third party the rights to sell,
distribute or market the Product in the Territory. Without prejudice to the remaining
provisions of this agreement Remedent reserves the right to sell the technology and/or product
as part of a world wide and/or European OEM arrangement directly or indirectly in the
Territory or to authorize others to do so.
	 
	2.3	 	Savant may appoint sub-distributors within the Territory with Remedent’s prior written
consent, which shall not be unreasonably withheld.
	 
	2.4	 	Savant’s relationship to Remedent under this Agreement, shall be solely that of buyer and
seller, and nothing contained herein shall be construed as constituting the Parties as
partners or joint ventures, or as constituting that Savant or any dealer appointed by the
Savant, as a legal representative, employee or agent of Remedent.
	 
	3.	 	ORDERS AND DELIVERY
	 
	3.1	 	Savant will send a 12-month rolling forecast (the “Forecast”) to Remedent on or prior to the
15th working day of each month. The first three months of such Forecast comprise
binding orders upon the Savant, which shall also be binding upon Remedent. The remaining 9
months of the Forecast are prepared in good faith but are indicative orders only.




2









 






	 	 	Delivery of binding orders shall be made on the 15th day of the third month
following the month that such binding orders were placed or as otherwise agreed.
	 
	3.2	 	Remedent shall supply the Product to the Savant in accordance with the purchase orders.
	 
	 	 	The Product to be supplied by Remedent shall be delivered at the delivery date to Savant’s premises in Leeds (as notified
to Remedent by Savant from time to time). Savant shall procure transport and insurance and arrange for the delivery of the
Product to Savant’s premises (as notified to Remedent from time to time). The Product may be delivered in packed form and
ready for sale as agreed between Remedent and Savant.
	 
	 	 	The Product must be packaged and protected in a manner which ensures that by normal means of transport they arrive at the
place of destination in good condition and that unloading there can be done in a safe manner. Remedent shall be
responsible for the due observance of all applicable regulations concerning packaging and transport.
	 
	3.3	 	Title to and risk for the Product shall pass to Savant upon transport of the Product from
Remedent’s premises (as notified to Remedent by Savant from time to time).
	 
	4.	 	PRICE AND PAYMENT
	 
	4.1	 	Simultaneously with each delivery of the Product, Remedent shall invoice Savant for the
payment of the relevant order of the Product. The prices to be paid by Savant for all
Products supplied under this Agreement shall be as set forth in schedule 1. All payments will
be made in Euros by bank transfer to such bank account as Remedent may from time to time
notify in writing to Savant. The payment terms are 50% prepayment at acceptance of any order
and 50% upon receipt of the Products in Leeds. Any credit is upon review by Remedent’s
financing company or covered by a bank guarantee or irrevocable letter of credit from Savant
and can be modified from time to time without prior notice.
	 
	4.2	 	In order to compensate for major changes in labour or manufacturing costs, the agreed prices
may be varied by mutual consent, provided such changes are clearly specified and both Parties
agree with the price variation. In case Parties cannot agree upon a change of the agreed
prices, each Party has the right, without payment of any costs, indemnification or
compensation of whatever kind, to terminate the Agreement by giving at least 6 months prior
written notice to the other Party. During the notice period, prices shall then remain
unchanged until the termination date of the Agreement.
	 
	5.	 	REGULATORY APPROVALS
	 
	 	 	Remedent guarantees that to the best of its knowledge, the Products shall meet at all times,
with all applicable legal and regulatory requirements necessary for authorising the
distribution thereof by Savant in the Territory.
	 
	 	 	Any regulatory document used to obtain admission to the market will only be send to the
local authorities after review and written consent by Remedent.
	 
	6.	 	TRADE MARKS
	 
	6.1	 	Remedent grants to the Savant an exclusive royalty free licence for the term of this
Agreement to use its trade marks, trade names, and/or patent notices solely as necessary to
permit the Savant to fulfil its obligations under the Agreement. Savant shall be entitled to
sub-licence its rights under this clause 6 to sub-distributors appointed in accordance with
clause 2.3 on substantially the same terms and conditions as set out in this Agreement.




3









 






	6.2	 	Savant agrees to affix to the Products, or not to remove if already affixed, Remedent’s trade
marks, trade names, and /or patent notices. The Savant shall not copy, nor assist others to
copy the Products or packaging. All of Remedent’s trade marks, trade names, patents, utility
models, design rights and copyrights, whether registered or not, shall remain Remedent’s
exclusive property, and the Savant agrees not to take any action which would interfere with or
be detrimental to Remedent’s ownership of these rights. Savant’s trade marks shall remain the
property of Savant.
	 
	6.3	 	Remedent shall at its own expense take such action as it deems necessary to prevent
infringement of its trade marks or other acts of unfair competition or to defend Savant or its
customers in its proceedings, administrative or otherwise, brought against them in connection
with the use of Remedent’s trade marks.
	 
	6.4	 	Remedent confirms that the trade marks, trade names and/or patent notices, listed in Schedule
2, have been registered and/or filed for registration with the competent authorities.
Schedule 2 specifies the relevant trade marks, trade names and/or patent notices, as well as
the relevant countries and competent authorities.
	 
	7.	 	SALE AND DISTRIBUTION OF THE PRODUCTS
	 
	7.1	 	Savant will use reasonable endeavours to sell and distribute the Product to the Market in the
Territory.
	 
	7.2	 	Savant is under an obligation to purchase or sell a minimum quantity of the Product. In the
event that after the first 12 (twelve) months of the this agreement Savant has not ordered, at
least for [THIS INFORMATION HAS BEEN REDACTED] of the Product, Remedent shall be
entitled to terminate this Agreement with a one months prior written notice. Savant
acknowledges that, in such case, it shall not claim from Remedent any compensation of whatever
kind.
	 
	7.3	 	Without prejudice to the foregoing, Savant undertakes to order a minimum of [THIS
INFORMATION HAS BEEN REDACTED] of the product as a first order.
	 
	8.	 	ADVERTISING AND PROMOTION
	 
	8.1	 	Savant shall promote and advertise, at its cost and expense, the Product to the Market in the
Territory, and, as the case may be, the any expanded territory as shall be agreed between the
Parties from time to time.
	 
	8.2	 	Remedent shall provide Savant, free of charge, with copies of specifications, relevant
technical data, and instruction books relating to the Product.
	 
	9.	 	PACKAGING
	 
	 	 	Remedent shall deliver the Products in packed form and ready for sale. Each Party agrees
not to modify the Product (including the formula, concept, trade mark, packaging and/or
labelling) without the prior written consent of the other Party.
	 
	10.	 	CONFIDENTIALITY
	 
	10.1	 	Each Party shall hold in confidence and prevent the disclosure to others of any Confidential
Information received directly or indirectly from the other Party, and refrain from using such
Confidential Information for any other purpose than which it was disclosed, during the term of





4









 






	 	 	this Agreement, and after termination of this Agreement, for as long as such Confidential
Information does not become publicly available.
	 
	10.2	 	The recipient of Confidential Information shall use the same care and caution it affords its
own proprietary information to protect the Confidential Information from disclosure to a third
party but not less than a reasonable degree of care. Disclosure of such Confidential
Information by the recipient to its employees and bona fide consultants, advisors and approved
subcontractors will be limited to individuals whose duties justify the need to know such
information, and then only after such individuals have been advised of their obligations as
specified in this Agreement. Any such disclosure to non-employed consultants, advisors and
subcontractors will be bound by a confidentiality obligation at least equivalent to the
confidentiality obligations as specified in this Agreement.
	 
	10.3	 	In the event that the recipient is required by judicial or administrative process to disclose
Confidential Information, the recipient shall promptly notify the disclosing Party and allow
the disclosing Party a reasonable time to oppose to such process.
	 
	11.	 	DURATION AND TERMINATION
	 
	11.1	 	This Agreement will come into force on the Commencement Date and, subject to the remaining
provisions of this clause 11, will continue in force for a period of 3 years (the “Initial
Period”). The Agreement shall automatically be renewed for successive five-year terms (each
an “Additional Period”), unless terminated by written notice at least six months prior to the
end of the Initial Period, respectively the Additional Period.
	 
	11.2	 	Either Party will be entitled to terminate this Agreement immediately by written notice to
the other Party if:






	 	(a)	 	that other Party commits any breach of any of the provisions of this Agreement
which is substantial, material and persistent and, in the case of a breach capable of
remedy, fails to remedy the same within 30 days after receipt of a written notice
giving full particulars of the breach and requiring it to be remedied.
	 
	 	(b)	 	that other makes any voluntary arrangement with its creditors or becomes
subject to an administration order or goes into liquidation.






	11.3	 	Upon termination of this Agreement for any reason, Savant shall discontinue to use Remedent’s
trade marks and trade names and shall cease to represent that it is an authorised distributor
of Remedent.
	 
	12.	 	FORCE MAJEURE
	 
	 	 	Neither Party shall be deemed to be in breach of this Agreement nor shall in any way be
liable to the other Party for damages or relief of any type for the delay or failure in
performance of any of the obligations, imposed by this Agreement, which delay or failure is
caused by force majeure or is beyond the reasonable control of such Party, for so long as
the conditions causing the delay or failure continue to exist, provided that if such
conditions continue for a period longer than three months, the Party whose performance is
not impaired shall have the option to terminate this Agreement.
	 
	13.	 	WARRANTIES AND LIABILITY
	 
	13.1	 	Remedent warrants to the Savant that (i) all Products delivered under this Agreement will be
free from any defects in material and manufacture and will comply as regards to packaging,





5









 






	 	 	language, and intellectual property rights, at all times with all legal requirements and
(ii) there are no any rights of third parties which would or might render the sale and
distribution of the Product or the use of any trade mark or patent, invalid, void or
unlawful. Savant will provide and maintain adequate insurance covering Product liability for
the Products delivered to and/or used in the Territory.
	 
	13.2	 	Remedent will indemnify and hold harmless Savant and keep Savant indemnified against all
and any liabilities, costs and expenses, damages, claims or demands incurred by the Savant in
connection with any claims or allegations made against the Savant relating to claims which
arise from a breach of Remedent’s warranty set out in clause 13.1.
	 
	13.3	 	Remedent warrants that the cosmetic file will at all times comply with all applicable
European legal and regulatory requirements.
	 
	14.	 	GENERAL
	 
	14.1	 	If any restriction in this Agreement is void but would be valid if some part of the
restriction were deleted, the restriction in question shall apply with such modification
(which shall be made by the parties) as may be necessary to make it valid.
	 
	14.2	 	The nullity or non-applicability of any provision of this Agreement shall not affect the
validity or applicability of other material provisions of the Agreement, which shall remain in
full force and effect unless a Party is, as a result, deprived of the benefit it has or is
entitled to expect under this Agreement.
	 
	14.3	 	This Agreement and the documents referred to in it and any agreement executed by the Parties
at the Date of the Agreement contain the whole agreement between the Parties relating to the
transactions contemplated by this Agreement and supersede all previous agreements, whether
oral or in writing, between the Parties relating to these transactions.
	 
	14.4	 	The Agreement and the schedules can be amended or supplemented only in writing and duly
signed by all Parties.
	 
	14.5	 	This Agreement is governed by and shall be construed in accordance with the laws of England
and Wales. The Parties agree to submit to the exclusive jurisdiction of the courts of England
for all purposes relating to this Agreement.
	 
	14.6	 	Any notice or other formal communication given under this Agreement (which does not include
fax or email) must be in writing and may be delivered in person, or sent by registered post to
the Party to be served at his address appearing in this Agreement as follows:






	 	(a)	 	to Remedent at:

Xavier De Cocklaan 42, 9831 Deurle, Belgium

marked for the attention of: Mr Robin List
	 
	 	(b)	 	to Ian Richardson at: Savant
	 	 	 	Quarry House, Clayton Wood Close, Leeds LS16 6QE, England 

marked for the attention of: Ian Richardson






	 	 	 	or at such other address as may be notified to the other Party under this clause.
	 
	 	 	 	Any notice or other communication shall be deemed to have been given:






	 	(a)	 	if delivered in person, at the time of delivery; or
	 	(b)	 	if sent by post, on the day of receipt, provided it is sent by registered mail
requesting a return receipt.










6









 












	14.7	 	Without prejudice to clause 2.3, no Party may assign any of its rights or transfer any of the
obligations under this Agreement without the prior written consent of the other Party.





This Agreement has been signed in two counterparts, which is as many counterparts as the number of
Parties to it, and each Party acknowledges receipt of one such counterpart.



Signed by




Name: Robin List




 




/s/Robin List




On behalf of Remedent N.V.




Dated: October 1, 2007




 




Signed by
/s/Ian Richardson




Name: Mr. Ian Richardson




 




 




On behalf of Savant Distribution Limited




Dated: October 1, 2007




7









 





SCHEDULE 1




Product:     REMESENSE, containing




	 	 	 	 	 	 	 	 	 	 	 
	 

	 	1.  6 strips
	 	x
	 	 	O,4125	 	 	= [THIS INFORMATION HAS BEEN REDACTED]
	 

	 	2.  1 shield
	 	x
	 	 	0,51	 	 	= [THIS INFORMATION HAS BEEN REDACTED]
	 

	 	3.  1 manual	 	 	 	 	 	 	 	 
	 

	 	4.  1 box	 	 	 	 	 	 	 	 
	 

	 	5.  Sealing	 	 	 	 	 	 	 	 
	 

	 	6.  Handling	 	 	 	 	 	 	 	 






	 	 	 
	Price to be paid by Savant to Remedent:

	 	EUR [THIS INFORMATION HAS BEEN REDACTED] per kit






* All prices are excluding VAT and/or import duties, if applicable.

** Prices of floor display and counter display are without discount, if applicable



	 	 	 
	Packaging:

	 	See attached hereto






8









 





SCHEDULE 2




	 	 	 	 	 	 	 	 	 	 	 	 
	 	TRADE MARK

	 	 	TRADE NAME
	 	 	COUNTRY
	 	 	AUTHORITY	 
	 	                    

	 	 	                    
	 	 	                    
	 	 	Officiële

Merkenbureau —

see attached hereto	 
	 






9