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Exhibit No. 6 REPRESENTATION AGREEMENT
BETWEEN
AMERICAN ENVIRONMENTAL CORPORATION
AND
MW McWONG INTERNATIONAL, INC.
1.0 Scope
This Agreement is to confirm the terms and conditions of the appointment by
American Environmental Corporation ("AEC") of MW McWong International, Inc.
("MW") as its exclusive representative for the sale of AEC Pollution Control
Systems and related spare parts and supplies/consumables in China. The AEC
System is defined as the equipment and/or parts and supplies manufactured or
procured by AEC. This Agreement constitutes the entire Agreement of the
parties and the terms and conditions contained herein supersede all prior
agreements between the parties relating to the subject matter of this
Agreement.
2.0 MW's Responsibilities
2.1 MW will perform marketing activities, including, but not limited to
the development of Chinese product literature, arranging seminars and
conference in China, developing marketing and pricing strategies for AEC
products in China monitoring the activities of competitors and identifying
trends in the China market.
2.2 MW will identify and qualify China clients interested in the
purchase of AEC Systems and technology. MW will work with the China party to
obtain the required information to ensure the technical, logistical, political
and financial progress of the project. In addition, MW will also assist AEC
with business issues during the installation and commissioning of the
equipment.
2.3 MW will use its expertise in doing business with China as well as
its extensive connections with Chinese government officials and leaders in the
China environmental industry to facilitate the progress of the Project.
2.4 MW will identify China support staff for AEC's future China branch
office.
2.5 MW will identify a China facility with the appropriate requirements
for the AEC System and the willingness to be it demonstration/test site for
the first AEC Pollution Control System.
3.0 AEC's Responsibilities
3.1 AEC will provide engineering, design and technical support for MW's
sales efforts in China.
3.2 AEC agrees to hire an engineer by May 31, 1996. This engineer will
be under contract for AEC and all costs relating to his/her employment will be
covered by AEC. This engineer will be stationed at the best strategic location
to assure success in China, by providing MW's organization engineering and
marketing support for all of AEC products.
3.3 AEC agrees to secure a bag firm with the technical capabilities and
production capacity to support the China program.
3.4 [Omitted]
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3.5 Once a suitable location has been identified by McWong in China, a
prototype AEC system will be developed and sent by boat to China within 90
days of a qualified lead. The shipping cost will be covered by AEC. This unit
is owned by AEC and may only be used for testing purposes.
3.6 AEC agrees to hold MW harmless and AEC takes all liability arising
from equipment malfunction. AEC patents and marketing rights in China.
3.7 AEC will warrant all equipment accordance to its standard warranty
in Addendum A. All subcomponents will carry the OEMs original warranties.
3.8 AEC will immediately advise MW of significant changes to the
equipment/technology which would affect performance.
3.9 AEC agrees to provide MW a minimum of sixty (60) days advanced
notice on any changes in product cost/pricing. This will cover all fabricated
items controlled by AEC. Any and all subcomponents will have a complete price
pass through from the current vendor at their advance notice time schedule.
4.0 Exclusivity
AEC appoints MW as its exclusive sales representative for sales of AEC System,
technology, spare parts and supplies/consumables in China. AEC agrees not to
circumvent MW, directly or indirectly, and to protect MW on all China sales
according to the terms of this Agreement. AEC also agrees to offer MW in
writing the first right of refusal to represent other equipment or
technologies developed by AEC. MW must respond to AEC's offer for
representation within 45 days. If AEC receives no written response within 45
days MW will forfeit the offer of first right of refusal.
5.0 Compensation
AEC will work on a buy and sell arrangement as follows:
5.1 AEC will provide the AEC System to MW at a fixed price. The fixed
price will include AEC's profit. MW will xxxx-up AEC's System to include MW's
profit.
5.2 AEC will sell all other technology, equipment, spare parts, supplies
or consumables will be at fixed prices (see addendum B). Any profit in excess
of the agreed costs in Addendum B, less expenses will be shared equally by AEC
and MW.
5.3 AEC will assist and help secure any contracts that MW asks for
assistance. The first couple of contracts will be done at each parties
expense. After the completion of the second contract, all future sales or
marketing meetings will be done at the expense of MW unless prior arrangements
have been approved by AEC.
6.0 Termination
6.1 Both parties acknowledge that this shall be a continuing Agreement
from the date of execution, provided, however, that either party may terminate
this Agreement upon 120 days prior written notice to the other party, via
certified mail, return receipt requested.
6.2 In the event that 6.1 is enforced MW will provide AEC within 30 days
from receipt of certified mail all pending proposals. These proposals will be
honored with a contract signing required with 8 months and installation
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beginning no later than 14 months form effective date of termination. In the
event that AEC is unable to begin installation within 14 months from effective
date of termination. MW will still receive the full commission due when the
project is completed. Commissions after termination of agreement will be paid
out as moneys are received by AEC. After receiving 65% of quoted amount form
client. MW will be paid 10% on the due amount of commissions. After AEC
receives 85% of quoted amount from client, MW will be paid 30% of due amount.
The balance of commissions due MW will be paid in full after full payment from
the client has cleared AEC's banking account.
7.0 Independent Contractor
MW and AEC acknowledge that MW is an independent contractor engaged in
international trade with China. It is expressly agreed that this Agreement
does not create a relationship of employer/employee, joint venture or
partnership. MW acknowledge such independent status and thus will be liable
for all income and related taxes as well as any other expenses related to
commissions earned.
8.0 General
Should any provision of this Agreement or portions thereof be found invalid by
any court of competent jurisdiction, the remainder of this Agreement shall
nonetheless remain in full force and effect. The parties agree that this
Agreement has been entered into in Xxxxx County, State of Nevada on the date
accepted by AEC and the parties hereby submit themselves respectively to the
exclusive jurisdiction and venues of such courts for the purposes of any
action at law or in equity. If legal action is necessary to enforce the terms
of this Agreement, the prevailing party shall be entitled to reasonable
attorneys fees in addition to any other relief to which the party may be
entitled. This provision shall be construed as applicable to the entire
Agreement. This entire Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada.
Accepted:
Xxxx X. Xxxxx, President Date: 4/21/96
American Environmental Corporation
0000 X. Xxxxxxxx, Xxxxx 000X
Xxx Xxxxx, XX 00000
Xxxxxxxx X. Xxxx, President Date: 4/20/96
MW McWong International, Inc.
0000 Xxxxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxx Xxxxxxxxxx, XX 00000
