EXHIBIT 8.23
AGREEMENT FOR ACQUISITION OF PRODUCT RIGHTS
This Agreement is made as of this 11th day of January, 2002 by and between
American Access Technologies, Inc., ("American Access" or "AATK") a corporation
duly organized and existing under the laws of Florida, with offices at 00
Xxxxxxx Xxxxx, Xxxxx 0000, Xxxx Xxxx, Xxxxxxx, 00000 and Xxxx Xxxxxx
Corporation, ("BSC") a corporation duly organized and existing under the laws of
the State of Florida, with offices at X.X. Xxx 0000, Xxxxx, Xxxxxxx, 00000, and
Xxxx Xxxxxx, an individual.
RECITALS
A. Upon the terms and subject to the conditions of this Agreement and
in accordance with the laws of the State of Florida, American Access and BSC
hereby enter into a business transaction whereby AATK will acquire from BSC all
rights, entitlements, logos, trademarks, good will and designs pursuant to the
Northern Lights/Eclipse Air Cleansing System (the "Products").
B. This Agreement shall be binding upon American Access and BSC and
their successors and assigns.
NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:
1. American Access shall receive all rights, title and interest in the
Products, including inventions, trademarks, discoveries, improvements,
designs, brands, specifications, customer lists, logos, supplier lists,
marketing material, whether copywritten or not, any plans and all other
material owned or controlled by BSC or Xxxxxx used or useful in
manufacturing and sale of the Products.
2. In exchange for relinquishing all rights and title to the Air Cleansing
System "Northern Lights and Eclipse, BSC shall receive from American
Access a one-time cash payment of $50,000. Additionally, BSC shall
receive $500,000 to be issued in American Access Technologies, Inc.
common stock, the terms of which are as follows:
a. The shares are issued upon request of the seller. No payment is due and
no payment may be requested until one year after closing of this sale.
BSC or Xxxxxx may request a portion or all of the shares beginning one
year after the execution of this agreement and ending five years after
the date of the execution of this agreement.
b. Interest on the balance of the $500,000 shall accrue at 5% and is
payable in common stock.
c. The number of shares to be issued shall be calculated as the dollar
amount specified by BSC or Xxxxxx divided by the average closing price
of the shares as reported by Nasdaq for the preceding 30 trading days
prior to the request.
d. In no event during the five-year period will BSC or Xxxxxx request or
own more than 19.9% of the outstanding stock of American Access.
e. BSC and Xxxxxx acknowledge that the shares are not registered
securities under the Securities Act of 1933, as amended (the "Act").
The shares to be issued are restricted under Rule 144 of the Act until
such time as American Access registers said shares with the Securities
and Exchange Commission or said shares become free trading under Rule
144. The Company has made no representations to register these
securities in the future. BSC has executed an investment letter that is
hereby attached as Exhibit "A".
3. American Access shall forgive approximately $123,000, the outstanding
receivable currently carried by American Access on BSC's account.
4. BSC and Xxxxxx represent and warrant to the Company as follows:
a. BSC has good and marketable title to the ultraviolet Air Cleansing
System hereby sold, assigned, transferred, conveyed, and delivered, and
will warrant and defend the sale of said Air Cleansing System against
all and every person or persons whomsoever claiming to or making claim
against any or all of the same, and will take all steps necessary to
put American Access, its successors or assigns, in actual possession
and operating control of said Air Cleansing System.
b. No consent, license, approval or authority of, or registration or
declaration with, any governmental authority, bureau or agency is
required in connection with the execution, delivery and performance of
this Agreement. Neither the execution nor delivery of this Agreement
nor the consummation of the transaction contemplated hereby will
conflict with, or result in a breach of the terms, conditions, or
provision of, or constitute a default under, any applicable law,
administrative regulation or judgment, order or decree of any court or
governmental body, any contract or agreement to which BSC, or Xxxxxx,
is a party.
c. BSC is the sole and rightful owner of the Products and all therein and
all assignments thereof to it from others are valid and in full force
and effect. To the best knowledge of BSC and Xxxxxx, the Products do
not infringe patents of others or violate rights of others.
d. Neither BSC nor Xxxxxx have received notice of infringement of or
conflict with asserted rights of others with respect to the Products
and to the best of their knowledge, no claim of infringement has been
threatened with respect thereto.
5. For a period of five years after the date of this agreement, BSC and
its principal Xxxx Xxxxxx shall not enter into any agreement (whether
oral or written) as manufacturer, employee, independent contractor,
officer, director, consultant or otherwise) to provide any ultraviolet
light Air Cleansing System identical to or similar to the "Northern
Lights/Eclipse system.
6. If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever, (i) the
validity, legality and enforceability of the remaining provisions of
this Agreement (including, without
limitation, each portion of any Section of this Agreement containing
any such provision held to be invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby; and (ii) to the fullest
extent possible, the provisions of this Agreement (including, without
limitation, each portion of any Section of this Agreement containing
any such provision held to be invalid, illegal or unenforceable) shall
be construed so as to give effect to the intent manifested by the
provision held, invalid illegal or unenforceable.
7. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both parties hereto. No waiver of
any other provisions hereof (whether or not similar) shall be binding
unless executed in writing by both parties hereto nor shall such waiver
constitute a continuing waiver.
8. This Agreement may be executed in one or more counterparts, each of
which shall for all purposes be deemed to be an original but all of
which shall constitute one and the same Agreement.
9. The Parties agree that should any dispute arise in the administration
of this Agreement, that the dispute shall be resolved through
arbitration under the rules of the American Arbitration Association,
with its location in Seminole County, Florida.
10. This agreement contains the entire agreement between the parties and
supersedes any and all prior understandings, agreement or
correspondence between the parties.
IN WITNESS WHEREOF, American Access Technologies, Inc. and Xxxx Xxxxxx
Corporation have caused this Agreement to be signed by their duly
authorized representatives as of the day and year first above written.
American Access Technologies, Inc. Xxxx Xxxxxx Corporation
By: By:
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Name: Xxxx X. Xxxxxxx Name: Xxxx Xxxxxx
Title: President Title: President
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Xxxx Xxxxxx
