AGREEMENT
THIS AGREEMENT is entered into this day of 1999, by and between CONSORTIUM
SERVICE MANAGEMENT GROUP, INC." a Texas corporation, hereinafter referred to as
"CSMG", and XXXX XXXXXXX and XXXX XXXXXXX, husband and wife, hereinafter
referred to as "Beukers."
R E C I T A L S:
A. CSMG has secured rights to an anaerobic animal waste treatment plant which is
capable of
processing animal waste into useable byproducts.
X. Xxxxxxx conducts substantial dairy operations in Xxxxxx and Xxxxxxx County,
Idaho. As a
consequence of those dairy operations, substantial solid and liquid wastes from
livestock are produced, creating great expense to the dairy operator to properly
dispose of
C. This technology under the control of CSMG may prove to be useful in providing
a mutually
beneficial means of processing the solid and liquid waste generated by the
livestock at Beukers' dairy operations by converting those wastes into useful
byproducts.
D. The technology has been used in the Ukraine to process animal waste, and the
engineers,
technicians and others conversant with the technology will be required to come
to the United States to the site of Beukers' dairy operation in order to view
the dairy operation and determine whether utilizing the CSMG technology would be
feasible for both parties,
X. Xxxxxxx is desirous to show their good faith by depositing certain sums of
money in the trust
account of Land Title & Escrow, Inc., to be released to CSMG and/or other
parties on the occurrence of specified conditions.
F. In addition, the parties wish to obligate themselves to allow for the CSMG
personnel to view the
Beukers dairy operation and to present the nature of the technology and its
function at the Beukers dairy site.
G. In the process of the foregoing, the parties recognize that it will be
necessary to exchange
confidential and proprietary information which the parties wish to agree to keep
and honor as confidential information and not to disclose it to third parties
without the consent of the other.
H. CSMG is in the process of qualifying to do business in the State of Idaho and
will be so qualified
at or before the date of the execution of this Agreement.
IT IS THEREFORE AGREED, in consideration of these recitals trid the mutual
promises and covenants hereafter contained, as follows:
I . Deposited Funds. Concurrently with the execution of this Agreement, Beukers
shall deposit Fifty Thousand Dollars ($50,000), lawful money of the United
States of America, with Land Title & Escrow, Inc., Xxxxxx,, Idaho, which shall
be the escrow holder of the funds pursuant to this Agreement.
Exhibit 10.8
Page 1 of 4 Pages
The parties shall pay an escrow setup fee of $100 to be equally divided by the
parties. The responsibilities of Land Title & Escrow, Inc., shall be to hold the
funds and deliver the same to the parties entitled to the same under the terms
of this Agreement.
2. Financial Information. Concurrently with the execution of this Agreement by
all parties, Beukers agrees to provide to CSMG copies of federal tax returns for
the preceding two years, together with the most currently available financial
statements for Beukers' dairy operation. The tax returns and the financial
statements shall be subject to the agreement of confidentality below described.
3. Evaluation Period. CSMG will 'immediately cause arrangements to be made
whereby engineers, technicians and other qualified individuals who have
developed and understand technology as set forth in the above recitals
(hereinafter, "CSMG personnel"), and who will travel to the United States of
America, and specifically the site of Beukers dairy operations in Xxxxxx and
Gooding Counties for the purposes of viewing the dairy site, presenting the
technology regarding the processing of solid and liquid waste from livestock
into useful byproduct, analyze proposed sites for a processing facility
incorporating the technology on Beukers real property, reviewing applicable
regulatory statutes, ordinances, rules and orders, and otherwise ascertaining
whether the technology available to CSMG will be useful and feasible at the
Beukers dairy operation. It is anticipated that this visit and presentation
shall take place no later than sixty (60) days from the execution of this
Agreement. CSMG agrees to disclose to Beukers the exact nature and extent of its
technology as well as plans, proposals, drawings, technical materials and such
other information as Beukers may reasonably require to evaluate the nature of
the technology disclosed by CSMG, its usefulness for Beukers' purposes, and the
feasibility of the construction of necessary improvements to accommodate the
processes of converting livestock liquid and solid waste to useful byproducts.
4. Definitive Agreement. At the conclusion of the evaluation period which shall
be no more than 15-- 21 days from the date of the actual visit to the site of
the CSMG personnel, Beukers may decline to proceed any further. In that event,
Ten Thousand Dollars ($10,000) of the money deposited by Beukers to the trust
account shall be released to CSMG, and the parties shall have no further
obligations of any kind to the other except for the nondisclosure provisions
contained elsewhere in this Agreement. If, after the close of the evaluation
period the parties determine that the construction of facilities utilizing the
technology of CSMG to convert liquid and solid animal waste to useful byproducts
will be useful, feasible and practical at one or more Beukers sites, the parties
shall then proceed to negotiate in good faith a definitive agreement which shall
contain the agreement of the parties on all aspects of their proposed business
relationship, including, but not limited to:
A. The development of construction plans and specifications, B. Obtaining the
necessary governmental permits, C. Ownership of the improvements to be
constructed on the Beukers sites, D. Ownership and operation of the
improvements;
E. Mechanisms for the delivery of liquid and animal waste to the site of the
plant,
F. Ownership of the useful byproducts produced from the processes-,
G. Warranties concerning workmanship and operation of the facility;
H. Fees, if any, to be paid by one of the parties to the other for such matters
as the operation of the plant, related services to be provided by CSMG to
Beukers, ownership of useful byproducts to be produced from the solid and liquid
waste and other related matters-,
1. Easements for ingress and egress as appropriate;
J. Financing of the plant's construction.
5. CSMG Confidentiality. CSMG recognizes that the financial information that
Beukers will disclose,
Exhibit 10.8
Page 2 of 4 Pages
including financial statements and tax returns are confidential and proprietary
to Beukers. CSMG may disclose the information provided to CSMG to its attorneys,
advisors and financial consultants, subject to the same obligations of
confidentiality contained *in this paragraph. CSMG agrees not to disclose the
tax returns, financial statements or any information therein contained to any
third party other than as expressed in this paragraph without the written
consent of Beukers. Should, after the evaluation period above-described, Beukers
chooses not to proceed with the negotiation of a definitive agreement for the
construction and operation of a plant, CSMG shall return the financial
statements and tax returns provided by Beukers, and shall destroy any copies of
such information received by CSMG.
6. Beukers Confidentiality. The parties understand that the matters agreed to
herein will require that CSMG discloses to Beukers some facts, processes, design
and other such material which is confidential and proprietary and which is the
sole and exclusive property ofCSMG. It is also understood by the parties that to
properly evaluate the information disclosed to Beukers, Beukers may be required
to enlist attorneys, engineers, and persons of other disciplines reasonably
necessary to evaluate the information provided by CSMG to determine if the
proposals, plans and designs of CSMG for a plant to process solid and liquid
animal waste into useful byproducts is feasible at the Beukers dairy site,
Beukers may disclose the confidential proprietary information of CSMG to such
other persons, provided that they shall be under the same pledge of
confidentiality as Beukers contained 'In this paragraph. Except as provided by
this paragraph, Beukers agrees not to disclose any confidential proprietary
information of CSMG disclosed to it to third parties without the written consent
of CSMG. Should, after the evaluating period above described, Beukers choose not
to proceed with the negotiation of a definitive agreement for the construction
and operation of a plant, Beukers shall return all documentation provided by
CSMG to Beukers regarding the proposed plant, and shall destroy any copies of
such information received by Beukers.
7, Release and Return of Funds. Should the parties proceed to negotiate a
definitive agreement for the construction and operation of a plant, the Fifty
Thousand Dollars ($50,000) deposited by Beukers in the trust account of Land
Title & Escrow, Inc., shall be released to CSMG upon the following schedule
A. Twenty-five Thousand Dollars ($25,000) upon execution of a definitive
agreement for the construction and operation of the plant-, B. Twenty-five
Thousand Dollars ($25,000) upon commencement of construction of the plant.
The Fifty Thousand Dollars ($50,000) paid by Beukers to CSMG in accordance with
subparagraphs A and B above, shall be returned to Beukers upon completion of the
construction of the plant and the commencement of plant operations.
8. Prohibition of Assignment. Neither party shall assign their interest in this
Agreement to any third party without the written consent of the other.
9. Attorney's Fees on Default: If default is made by either party hereto in
keeping or performing any of the covenants, conditions or agreements herein
agreed to be kept by them, and the other party is required to employ an attorney
to enforce any of the covenants, conditions or agreements herein contained, then
and in such event, the party in default agrees to pay, in addition to all other
sums herein agreed to be paid by the., a reasonable attorney's fee, together
with any costs and disbursements that may be incurred in enforcing this
Agreement.
10. Integration. The parties hereto acknowledge that the terms, conditions and
covenants of this agreement shall supersede any prior negotiations and
agreements of the parties concerning the subject matter of this Agreement and
that there are no other agreements not contained in this agreement, and that
this agreement shall be the final expression of the agreement of the parties and
shall control. No modifications of this agreement shall be valid unless in
writing and executed by all the parties hereto.
11. Time is of the Essence: The parties hereto acknowledge and agree that time
is, and shall be, the
Exhibit 10.8
Page 3 of 4 Pages
essence of each and every term and condition contained herein.
12. Binding Effect: This Agreement shall be binding upon and shall inure to the
benefit of, and be binding upon the heirs, successors and assigns of the
parties,
IN WITNESS WHEREOF, the parties hereto have hereunto subscribed their names, the
day and year in this agreement first above written.
"CSMG" "Beukers"
By:
Xxxx XXXXXXX
XXXX XXXXXXX
STATE OF TEXAS
ss. County of
On this day Of 1999, before me, the undersigned, a Notary Public in and for said
County and State, personally appeared known to me to be the of CONSORTIUM
SERVICE MANAGEMENT GROUP, INC, whose name is subscribed to the within and
foregoing instrument as such President, and who acknowledged to me that he
executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and seal, the day and year in
this certificate first above written.
NOTARY PUBLIC
NOTARY PUBLIC for State of Texas Residing at 000 X. Xxxxx Xx., Xxxxx 000, Xxxxxx
Xxxxxxx, Tex as Commission Expires: 6-2-2002
STATE OF IDAHO
ss. County of Xxxxxx
On this 30th day of July1999, before me, the undersigned, a Notary Public in and
for said County and State, personally a0eared XXXX XXXXXXX and XXXX XXXXXXX,
husband and wife, known to me to be the persons whose names are subscribed to
the within and foregoing instrument, and who acknowledged to me that she
executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and seal, the day and year in
this certificate first above written.
Exhibit 10.8
Page 4 of 4 Pages
