AGREEMENT
WHEREAS, RMF GLOBAL, INC. is the holder of an exclusive global license
tomarket and distribute ELIOTEX, a internationally-patented material with unique
properties, which license only excludes western Europe, Japan and Korea; and
WHEREAS, RMF GLOBAL, INC. has developed a number of products which
incorporate the use of ELIOTEX, which use renders these products unique and
demonstrably superior to competing products; and
WHEREAS, RMF GLOBAL, INC. has accumulated substantial inventory of both
ELIOTEX as well as said products, which to date include sleeping bags, swim
suits and 5- in-l multiple use packs; and
WHEREAS, RMF GLOBAL, INC. has expended substantial amounts of time and
money in the obtaining of ELIOTEX, the establishment of markets for ELIOTEX and
the design and manufacture of unique products which utilize ELIOTEX; and
WHEREAS, RMF GLOBAL, INC. is desirous of reaching AGREEMENT with an entity
to purchase its inventory of ELIOTEX and ELIOTEX-based products; and
WHEREAS, INNOVATIVE DESIGNS, INC. is desirous of purchasing said inventory
of ELIOTEX and ELIOTEX-based products; and
WHEREAS, INNOVATIVE DESIGNS, INC. further wishes to purchase from RMF
GLOBAL, INC. the exclusive right to utilize ELIOTEX in the manufacture of the
Aforementioned products as well as such other products as it shall deem
appropriate in thefuture from time to time as the parties shall agree;
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NOW WHEREFORE, with the intent to be legally bound hereby, the parties
hereto agree as follows:
PARTIES
1. The parties to the Agreement are RMF GLOBAL, INC., (hereinafter "RMF") a
Pennsylvania business corporation with principal offices at 000 Xxxxx Xxxx
Xxxxxx, Xxxxx 0, Xxxxxxxxxx, XX 00000 and INNOVATIVE DESIGNS, INC.,
(hereinafter "INNOVATIVE") a Delaware business corporation doing business
within the Commonwealth of Pennsylvania with principal offices at 000 Xxxxx
Xxxx Xxxxxx, Xxxxx 0, Xxxxxxxxxx, XX 00000.
TERM
2. This Agreement shall encompass an initial term of ten (10) years from the
date of execution of this Agreement.
OPTION TERMS
3. Innovative shall have the option to renew this Agreement for four (4)
subsequent terms of ten (10) years each.
DUTIES AND WARRANTIES OF RMF
4. RMF hereby warrants:
a. that it is the true and lawful holder of an exclusive international
license to utilize, market and distribute Eliotex, which license
currently excludes western Europe, Japan and Korea;
b. RMF is currently in negotiation to extend its exclusive license to
include western Europe, Japan and Korea;
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c. RMF has and shall continue to take all steps necessary to maintain its
license in full legal force and effect throughout the term of this
Agreement;
d. ELIOTEX is a unique product made by a internationally-patented
process of low density polyethylene, which unique characteristics
include thermal insulation, waterproofing and buoyancy;
e. RMF has perfected the design and manufacture of ELIOTEX in bathing
suits that are fashionable and functional and will not sink;
f. RMF has perfected the design and manufacture of ELIOTEX in sleeping
bags that are warmer, lighter and more compact than any available
anywhere;
g. RMF has developed and is in the process of manufacturing a 5-in-l
multi-purpose pack than serves the multiple functions of stadium
cushion, waterproof rain poncho, waterproof blanket, waterproof
sleeping bag and raft (floatation device);
h. RMF shall grant an exclusive license to INNOVATIVE to manufacture and
market the aforesaid products, which license shall run concurrent to
the instant AGREEMENT;
i. RMF shall assure INNOVATIVE of an adequate and timely supply of
ELIOTEX with which to carry out its manufacturing activities;
j. RMF shall offer ELIOTEX to INNOVATIVE at a price equal to the lowest
price it charges any other customer;
k. RMF shall carry on its business activities at all times in a lawful
manner and
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in accordance with all applicable federal, state and local laws, rules
and regulations;
l. RMF shall promptly upon receipt of the payments set forth hereunder
transfer all of its right title and interest in and to all inventory
of ELIOTEX, unsinkable swim suits, sleeping bags and 5-in-l multiple
use kits to INNOVATIVE;
m. RMF shall transfer all of its right, title and interest into all
promotional materials, advertisements, marketing strategies and the
like for which it has contracted, and which relate to the products
which are subject to the terms and conditions of this agreement of
which it is in possession, to INNOVATIVE, which shall have the
unfettered right to utilize same in any manner it sees fit;
n. RMF shall cause its Vice President, Xxxxxx X. Xxxxxxxx, to assume the
post of Vice President - Operations for INNOVATIVE, upon terms and
conditions as the parties may agree, to oversee the manufacture of
INNOVATIVE'S products and to ensure the smooth and seamless transition
of raw material ordering, receiving and warehousing as well as product
manufacturing, warehousing, shipping and delivering from the auspices
of RMF to the auspices of INNOVATIVE.
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DUTIES OF INNOVATIVE
5. INNOVATIVE hereby warrants:
a. INNOVATIVE shall tender the sum of one million two hundred fifty
thousand ($1,250,000) dollars as consideration for the grant of the
license referenced herein;
b. Said consideration shall be paid fifty thousand ($50,000) dollars upon
execution of the instant AGREEMENT, with three subsequent payments of
four hundred thousand ($400,000) dollars each, payable immediately
upon the expiration of the twelfth, twenty fourth, and thirty sixth
months following the execution of this AGREEMENT;
c. INNOVATIVE shall utilize its full time good faith best efforts to
manufacture its products in accordance with the highest standards of
quality prevailing in the industry;
d. INNOVATIVE shall utilize its full time good faith best efforts to
establish, penetrate, expand and dominate the markets for which its
products are utilized and in which its products are sold;
e. INNOVATIVE shall carry on all of its business operations in a lawful
manner and in accordance with all applicable federal, state and local
laws, rules and regulations.
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CONSIDERATION
6. The parties agree that the consideration set forth above is that reached by
full and fair bargaining, and represents a meeting of the minds between the
parties as to its terms. The parties further agree that the mutual
promises, payments and covenants set forth herein are mutual, ongoing,
bargained-for exchanges and are sufficient in every respect. Sufficiency
and mutual receipt thereof is acknowledged by both parties.
TIME OF THE ESSENCE
7. Time shall be construed to be of the essence with respect to all payments
and other duties called for under the terms and conditions of this
Agreement.
EVENT OF DEFAULT
8. Failure of either party to utilize its full time good faith best efforts to
implement the mutual responsibilities, promises and covenants set forth
herein, in particular the timely tender of any payment called for herein or
the delivery of materials, may be construed as an event of default. In such
case, the party claiming a default shall serve a written notice upon the
defaulting party, specifying the claimed default and affording the
defaulting party thirty (30) days in which to cure said default. In the
event of a timely cure of said default, it shall be considered a nullity as
to any subsequent claim of breach or default. In the event said default is
not timely cured, the non-breaching party shall be entitled to avail itself
of the remedy(ies) in the remedies for default set forth below.
REMEDIES FOR DEFAULT - ARBITRATION MANDATORY
9. The event of an uncured default shall create the right but not the
obligation, of the
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non-breaching party to seek redress. In the event of an uncured default,
the non- breaching party shall have the right, but not the obligation, to
submit the matter to arbitration. No party shall be entitled to relief,
including but not limited to the termination of this Agreement, and no
demand for relief or remedy will be given legal force, absent an Order to
that effect obtained from an arbitration panel of competent jurisdiction.
All such arbitration proceedings shall be held within the venue, laws and
jurisdiction of Allegheny County, Pennsylvania, and shall take place in
accordance with the provisions adopted and utilized by the American
Arbitration Association. The remedies sought in arbitration shall be any to
which the non-breaching party may be entitled at law or equity. The
decision of said arbitration panel shall be considered final and binding
upon the parties, and shall not be subject to appeal except upon an
allegation of fraud or collusion on the part of the panel. In the event of
the invocation of a dispute to arbitration, whether said dispute is
adjudicated in whole or in part by the arbitration panel, the costs of the
prevailing party shall be borne by the non-prevailing party. In the event
of a dispute as to which is the prevailing or non-prevailing party, said
arbitration panel shall have the authority to determine the respective
portions of the costs of resolution of the dispute to be borne by the
respective parties.
MUTUAL AGREEMENT
10. This Agreement shall be deemed to be the mutual product of the parties
hereto, and for purposes of interpretation, clarification, and/or
enforcement, neither party shall have the legal right to seek the
resolution of any dispute regarding any purported
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ambiguity on the basis of an assertion that this Agreement was drafted by
the other party.
INTEGRATED AND COMPLETE AGREEMENT
11. This Agreement represents the entire and complete understanding of the
parties hereto as to the terms and conditions set forth herein, and no
modification thereof shall be given legal force or effect unless and until
first embodied in a writing executed by both of the parties.
FORCE MAJEURE
12. The time frame for duties to be performed under this Agreement shall be
abated if their implementation is rendered impossible due to an act of God,
war, terrorism, government sanction, or other cause not within the control
of the non-performing party. Said abatement shall not absolve either party
from the performance of any other duties called for under this Agreement
The parties agree that they shall continue to utilize their full time good
faith best efforts to overcome any difficulties or delays brought about by
the above-referenced causes, and to promptly perform the duties called for
under this Agreement once said causes have been overcome.
CHOICE OF LAW
13. The provisions of this Agreement shall be interpreted under, construed in
accordance with and enforced by means of the laws of the Commonwealth of
Pennsylvania. As set forth in the mandatory arbitration provisions above,
the jurisdiction of any dispute shall be in a lawfully-constituted
arbitration panel operating under the rules and auspices or the American
Arbitration Association and
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the venue thereof shall be Allegheny County, Pennsylvania.
CAPTIONS AND SECI10N NUMBERS
14. The captions and paragraph numbers appearing in this Agreement are inserted
only as a matter of convenience and in no way define, limit or describe the
scope of intent of such paragraphs or in any way affect the terms and
conditions of this Agreement.
PROVISIONS SURVIVING
15. In the event that any clause or provision of this Agreement is rendered
moot, unenforceable or void as a matter of law or public policy, such
rendering shall have no effect upon any other term or condition of this
Agreement, all of which shall remain in full force and legal effect.
NOTICES AND PAYMENTS
16. Any notice or payment called for under this Agreement shall be deemed to be
delivered when placed in a facility of the United States Postal Service,
postage pre-paid, or when delivered to a recognized and registered common
carrier, postage or delivery fee pre-paid. Said notice or payment shall be
directed to:
As to RMF: Xxxxxx Xxxxxxxx, President
RMF Global, Inc.
000 Xxxxx Xxxx Xxxxxx, Xxxxx 0
Xxxxxxxxxx, XX 00000
As to Innovative: Xxxxx Xxxxxxxx, President
Innovative Designs, Inc.
000 Xxxxx Xxxx Xxxxxx, Xxxxx 0
Xxxxxxxxxx, XX 00000
BINDING EFFECT - RESTRICTIONS UPON TRANSFERABILITY
17. This Agreement shall be binding upon the parties hereto, their heirs,
successors
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and/or assigns. No assignment, sale or other transfer of the rights and
duties set forth herein shall be given legal force or effect absent the
express prior written consent of the parties hereto, which consent shall
not be unreasonably withheld. Any such assignment, sale or transfer shall
not relieve the transferring party from its obligations hereunder, and said
transferor shall remain the principal and primary obligor as to the
obligations set forth herein.
WHEREFORE, in consideration of the mutual promises and covenants set forth
herein, the receipt and sufficiency of which are hereby acknowledged by the
parties, and WITH INTENT TO BE LEGALLY BOUND HEREBY, the parties affix their
signatures hereunto, on this, the 25th day of Nov., 2002.
/s/ Xxxxx Xxxxxxxx /s/ Xxxxxx Xxxxxxxx
INNOVATIVE DESIGNS, INC., RMF GLOBAL, INC.
By: Xxxxx Xxxxxxxx, President By: Xxxxxx Xxxxxxxx, President
/s/ Xxxxxxxx Xxxxxxxx /s/ Xxxxxx X. Xxxxxxxx
Witness as to Innovative Designs, Inc. Witness as to RMF Global, Inc.
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