EXHIBIT 10.08
MEMORANDUM OF AGREEMENT
made this 2nd day of April 1996
Between: Rothbury Engineering Limited
Xxxxxxxx Xxxxx, Xxxxxx,
Xxxx xx Xxx, Xxxxx Xxxxxxx
(Licensor hereinafter called ROTHBURY)
of the first part
and Eurectec, Inc.
0000 XxXxxxxx Xxxxxxxxx, Xxxxx #000,
Xxxxxxx Xxxxx, XX 00000
(Licensee hereinafter called EURECTEC)
of the second part
Whereas Licensor has developed
a) a technique for manufacturing different technical rubber products such
as floor coverings from scrap rubber without revulcanizing (hereinafter
referred to as "Process One") and:
b) a process for giving a mixture of scrap rubber granulates and resins
and other additives electric conductive characteristics such as heatable
floor coverings (hereafter referred to as "Process Two");
and Whereas EURECTEC wishes to purchase the exclusive WORLDWIDE
manufacturing and distribution rights to Process One and Process Two;
Now therefore this agreement witnesseth that in consideration of the sum US
$100.00 now paid by EURECTEC to ROTHBURY (receipt which is hereby
acknowledged) the parties agree as follows:
1) ROTHBURY hereby gives and grants unto EURECTEC the right and option to
license the exclusive Worldwide manufacturing and distribution rights to
Process One and Process Two from this date on the following terms:
2) The purchase price shall be in an amount of US $497,547.00 payable by
EURECTEC to ROTHBURY as follows:
a) US $ 150,000 advance payment payable upon signing this document
Balance US $ 347,547 to be paid as follows:
b) US $ 050,000 on or before July 31, 1996
c) US $ 050,000 on or before September 30, 1996
d) US $ 050,000 on or before November 30, 1996
e) US $ 197,547 balance on or before December 31, 1996
3) It is clearly understood in the event of default by EURECTEC in making
payments as specified in clause 2 above that:
i) all payments made by EURECTEC to the date of default shall remain the
property of ROTHBURY and shall not be refundable;
ii) EURECTEC shall no longer have exclusive rights as defined in clause 1)
above but simply a "non-exclusive" right on a continuing basis;
iii) any and all License agreements entered into by EURECTEC, Inc., a US
company to which ROTHBURY intends to assign its licensing rights hereunder
shall remain effective and binding and;
iv) ROTHBURY shall have no other recourse against Eurectec with respect to
such default.
4) ROTHBURY - upon payment in full by EURECTEC of the advance payment -
shall convey to EURECTEC or its nominees all technical information and
know-how pertaining to the technology and processes referred to in the
first recital to this agreement. At no additional cost ROTHBURY shall on
an ongoing basis provide EURECTEC with all relevant technical information
and know-how subsequently developed by ROTHBURY with respect to Process One
and Process Two.
5) EURECTEC shall have the right to sub-license this technology and any
subsequent technology that may be introduced by ROTHBURY to EURECTEC
without any royalty payment(s) being made by EURECTEC to ROTHBURY.
6) EURECTEC and its licensees shall be entitled to use the trade name or
names registered by ROTHBURY with respect to either the ordinary tile or
heating tiles and shall cause all licensees in any country to market the
tiles in any event under the same trade name(s).
7) EURECTEC shall have the right to file a patent application in North
America and Canada in its own name and extend this patent application to
other parts of the world as its sees fit in order to protect its markets.
8) EURECTEC shall cause all manufacturer's of either tile wherever
situated in the world to imprint on the back of each tile its name and
address and any other marks its deems necessary to protect its patents on
these products.
9) EURECTEC shall insert a clause in each agreement it enters into for
the licensing of tile rights for any territory, countries or jurisdiction
providing that the licensee shall not market the tiles outside the area to
which the rights are specifically granted. The clause shall be
sufficiently broad in scope to cover marketing and/or distribution directly
or indirectly outside such area and shall fix the licensee with the
obligation of similarly restricting purchasers of said tiles from marketing
the same directly or indirectly outside the prescribed area. EURECTEC
shall reserve the right to cancel the manufacturing and distribution rights
to the said tiles of any licensed manufacturer in the event its tiles are
sold outside the prescribed area.
All EURECTEC licensees shall be bound by these same terms and conditions.
In the event of an outside manufacturer selling or distributing any of said
tiles within North America and Canada and EURECTEC electing to take legal
action against such manufacturer or any distributor or sales agent thereof
then ROTHBURY may be added as a Plaintiff & shall join with EURECTEC in the
prosecution of said action at the expense of ROTHBURY. EURECTEC shall have
no recourse against ROTHBURY for any such breach of contract said
manufacturer.
11) EURECTEC shall be obliged to include a clause in each licensee
agreement providing that before the license agreement is effective the
licensee must enter into a confidentiality agreement with ROTHBURY and
EURECTEC to protect divulgement of the secret proprietary information
relating to formula and know-how.
12) This agreement shall be interpreted and construed under the laws of
California, United States of America.
13) Time shall be of the essence of this agreement.
14) This agreement shall inure to the benefit of and bind the parties
hereto and their respective successors and assigns.
Signed: By /s/ Xxxxxxxxxx Xxxxxxx Signed: By /s/
----------------------- -----------------------
Authorized Officer Eurectec, Inc. Authorized Officer Rothbury Eng. Limited.
