AGREEMENT
This Agreement of Sale (the "Agreement") is made and entered into as of this
30th day of September, 2005, by and between SOLPOWER CORPORATION, a U.S. Public
Company with its principal offices located at 00000 Xxxxx Xxx Xxxxxxxxx, Xxxxx
Xxxxxxx, Xxxxxxx, hereinafter referred to as "Seller", and Xxx Xxxxxxxxx, or
assigns, an individual residing in Victoria, Australia, hereinafter referred to
as "Buyer."
RECITALS
WHEREAS, Seller owns Virtual Technology (Australia) Pty Ltd. hereinafter
"VT", an Australian Corporation which has the sales, distribution, marketing and
manufacturing rights worldwide to the product, SP34E, SP22E-A, SP22E-B and
SP22E-C refrigerant gas products, hereinafter referred to as the Products.
WHEREAS, Seller acquired the exclusive worldwide sales, distribution,
marketing and manufacturing rights to SP34E, pursuant to an agreement dated
January 31, 2003.
WHEREAS, Seller desires to sell 100% of the outstanding common stock of VT
to Buyer under the following terms and subject to the conditions set forth in
this Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the Recitals and the conditions and
representations hereinafter set forth, the parties agree as follows:
1. SELLER hereby agrees to deliver 100% of the Common Stock of VT and all
assets and all liabilities.
2. BUYER hereby agrees to purchase 100% of the Common Stock of VT including
all assets and liabilities.
For these rights Buyer agrees to pay the Seller a royalty equal to four
percent (4%) of gross sales (excluding taxes and freight) for a period of 20
years. This payment will be due quarterly, ending March 30, June30, September
30, December 31, within 45 days of the end of each quarter. 3. Non-Compete and
Confidential Information
A. Seller hereby agrees that it will not enter into any sales,
distribution, licensing, manufacturing or any other commercial application of
the PRODUCTS for a period of five (5) years. Seller further agrees to keep all
information concerning the PRODUCTS as Confidential. Confidential Information
shall mean all information relating to Seller's business provided by Seller to
Buyer and identified in writing as confidential at the time or within fifteen
(15) days, of the disclosure. Confidential Information does not include any
material or information of Buyer that has been or may hereafter be acquired by
Buyer from any third person not under binder of secrecy to Buyer, which is made
public by Buyer, or which is otherwise in the public domain.
B. Seller shall not in any manner communicate the Confidential Information
of Buyer to any third party without Buyer's written consent.
4. Requisite Authority - Each party represents to the other party that all
necessary corporate and/or such other approvals and authorizations needed to
make this Agreement enforceable have been obtained by the undersigned. Each
party will provide the other with documentation regarding such approvals and
authorizations within fifteen (15) days upon request by the other party.
5. Liability/Indemnification - Seller/Buyer shall in no way be held
responsible or liable ~o Seller/Buyer or any other Party for the performance of
Seller/Buyer or the failure of Seller/Buyer in any capacity whatsoever in which
the Seller/Buyer operates, including any and all contracts which Seller/Buyer
may have with other parties. Seller/Buyer shall defend and hold harmless
Seller/Buyer against any and all liability, claim or demand on account of
property loss or damage or others arising out of or in any manner connected with
the performance of this Agreement, whether such injury, loss, or damage shall be
caused by the negligence of Seller/Buyer, its employees, or any other party for
whom Seller/Buyer is responsible, and Seller/Buyer, at its own expense, shall
defend any and all actions based thereon and shall pay all attorney's fees and
all costs and all other expenses arising therefrom; provided however, that this
indemnity shall not cover any liability for damages caused by or resulting from
any negligence of Seller/Buyer, his representatives, employees, or agents.
6. Non-waiver - The waiver of one breach or default hereunder shall not
constitute the waiver of any subsequent breach or default.
7. Severability - In the event anyone or more provisions of this Agreement
are determined to be invalid or unenforceable, such provision or provisions
shall be deemed severable from the remainder of this Agreement and shall not
cause the invalidity of the remainder of this Agreement.
8. Governing Law - This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida in the United States.
9. Currency - All dollar figures are represented in US Dollars.
10. Arbitration - Any controversy, claim or dispute between the parties
directly or indirectly concerning this Agreement or the breach thereof, or the
subject matter hereof, including questions concerning the scope and
applicability of this arbitration clause, shall be finally settled by
arbitration in Broward County, Florida in accordance with the rules then
pertaining to the American Arbitration Association with regard to commercial
arbitration.
11. Entire Agreement. This Agreement and the Exhibits hereto, as signed by
the parties, sets forth the entire Agreement and understanding of the parties
and merges all prior discussions and writings between them with regard to this
Agreement.
The parties have executed this Agreement as of the date first set forth above.
SOLPOWER CORPORATION XXX XXXXXXXXX
OR ASSIGNS
By: /s/ Xxxxxx Xxxx By: /s/ Xxx Xxxxxxxxx
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Xxxxxx Xxxx Xxx Xxxxxxxxx
Chief Executive Officer
