ASIAN MARKETING AGREEMENT
Agreement entered into with effect from April 1, 1995 by and between,
Hosokawa Micron Corporation, a Japanese corporation, with an office at 5-14,
2-chome, Xxxxxxxxxxx Xxxx-xx, Xxxxx 000, Xxxxx (hereinafter referred to as
"HMC") and HMI Unternehmens-Holding GmbH, a German limited liability company,
with its offices at Xxxxx-Xxxxxxx-Xxxxxxx 00-00, 00000 Xxxxxxxx, Xxxxxxx
(hereinafter referred to as "HOLDING"), representing Hosokawa Alpine AG, a
German stock corporation with its offices at Xxxxx-Xxxxxxx-Xxxxxxx 00-00, 00000
Xxxxxxxx, Xxxxxxx and Hosokawa Bepex GmbH, a German limited liability company
with its offices at Xxxxxxxxxxxxxx 0, 00000 Xxxxxxxxxx, Xxxxxxx.
WHEREAS, HOLDING is engaged indirectly through subsidiaries in the
manufacture and sale of a wide range of powder processing equipment and
systems and plastics extrusion equipment and systems and spare and
replacement parts for these products (hereinafter referred to as
"Products"); and,
WHEREAS, in accordance with numerous agreements and arrangements, HMC is
responsible for the sale of Products in Asia, defined to include all
countries east of India, including China and the new republics of the
former USSR, but excluding only Japan, Australia and New Zealand; and,
WHEREAS, HMC, over the years, has established a significant presence in
Asia through the HMC International Sales Department, which department is
engaged in the marketing of products and services manufactured by HMC;
and,
WHEREAS, HMC has been engaged, to a significantly lesser than
anticipated extent, in the promotion of Products due to the fact that
income resulting from the existing agreements and arrangements have not
justified additional market penetration expenses by HMC; and
WHEREAS, HOLDING recognizes that additional Asian market opportunities
may exist, wishes to expand the sales of Products in Asia and is
prepared to make additional market penetration investments; and,
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WHEREAS, HOLDING wishes to more fully capitalize on the marketing
expertise and presence of HMC's International Sales Department (ISD), and HMC
has agreed to place this department at the disposal HOLDING to further sales of
Products in Asia; and,
WHEREAS, HOLDING has agreed to accept the HMC offer and use the ISD to
advance its sales objectives,
NOW WHEREFORE, in consideration of the mutual agreements, consideration
and understands among the parties, it is agreed that:
1. All agreements, arrangements, understandings and policies, including,
but not limited to, all licensing agreements, between HMC and
HOLDING and their respective divisions and subsidiaries, which
prohibit, restrict, limit or otherwise control or interfere with the
sale and marketing by HOLDING of Products in Asia are suspended.
2. HOLDING through its respective subsidiaries, may engage directly in
the marketing and sale of Products in Asia, utilizing the services of
ISD and any other parties.
3. ISD will provide approximately 20% of its facilities and capacity for
the promotion of Products. In consideration for the suspension of all
HMC rights in Asia and the additional efforts of ISD, it is agreed
that HOLDING shall pay to HMC twenty percent (20%) of the HMC fiscal
year costs for the ISD operation, but not to exceed US dollars four
hundred thousand ($400,000). Cost is to be determined in accordance
with generally accepted US accounting principles consistently applied.
4. Payment shall be made to HMC in US dollars within 60 days after the
end of the fiscal periods ending March 31 and September 30, and based
on invoices with supporting documentation provided by HMC. HOLDING and
HMC, shall provide whatever information is necessary to accurately
reflect invoice amounts, as the parties may reasonably request, and,
each party shall maintain such records and supporting information for
a period of not less than two years, during which ime any party, at
their expense, is free to conduct, or have conducted, an audit of any
other
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party during regular business hours and upon not less than 30 days
notice.
5. This Agreement shall be effective from April 1, 1995 and shall
continue in effect through September 30, 1995 and shall
automatically be renewed for six-month terms unless cancelled by
either party upon not less than thirty (30) days written notice
prior to any anniversary of the Agreement.
6. This Agreement is in the English language and all invoices and other
documentation provided to any of the parties to this Agreement shall
be in the English language.
7. This Agreement shall be governed by and interpreted under the laws
of Germany and all parties agree to the jurisdiction of xxx xxxxxx
xx Xxxxxxxx, Xxxxxxx to resolve any disputes.
IN WITNESS WHEREFORE the parties have executed this Agreement on the
26th day of April, 1995, but with effect from the date above first written.
HOSOKAWA MICRON CORPORATION
(HMC)
By /s/ Xxxxxxxx Xxxxxxx
HMI UNTERNEHMENS-HOLDING GmbH
(HOLDING)
By /s/ Xxxx Xxxx
Paqe 3 of 3
ASIAN MARKETING AGREEMENT
Agreement entered into with effect from October 1, 1994 by and among,
Hosokawa Micron Corporation, a Japanese corporation, with an office at 5-14,
2-chome, Xxxxxxxxxxx Xxxx-xx, Xxxxx 000, Xxxxx (hereinafter referred to as
"HMC"), Hosokawa Micron International Inc, a Delaware corporation, with an
office at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XXX (hereinafter referred to as
"HMII") and Hosokawa Micron International BV, a Dutch corporation, with an
office at World Trade Xxxxxx, Xxxxxxxxxxxxxx 000, Xxxxxxxxx, Xxx Xxxxxxxxxxx
(hereinafter referred to as "HMI BV").
WHEREAS, HMII is engaged directly and indirectly through divisions and
subsidiaries in the manufacture and sale of a wide range of powder
processing equipment and systems, air pollution control equipment and
systems, filter media products for the air pollution control OEM and
after markets and plastics extrusion equipment and systems and spare
and replacement parts for these products (hereinafter referred to as
"Products"); and,
WHEREAS, HMI BV is engaged indirectly through numerous subsidiaries in
the manufacture and sale of Products; and
WHEREAS, in accordance with numerous agreements and arrangements,
HMC is responsible for the sale of Products in Asia, defined to
include all countries east of India, including China and the new
republics of the former USSR, but excluding only Japan, Australia and
New Zealand; and,
WHEREAS, HMC, over the years, has established a significant presence
in Asia through the HMC International Sales Department, which
department is engaged in the marketing of products and services
manufactured by HMC and to a significantly lesser extent, in the
promotion of Products; and,
WHEREAS, HMII and HMI BV wish to attempt to directly expand the sales
of Products in Asia, having seen that the current arrangements do not
appear to have optimized market penetration; and,
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WHEREAS, HMC recognizes that additional Asian market opportunities
may exist and wishing to more fully capitalize on the marketing
expertise and presence of its International Sales Department (ISD),
wants to encourage sales of HMII and HMI BV Products in Asia, has
agreed to place this department at the disposal of HMII and HMI BV
to further sales of Products in Asia; and,
WHEREAS, HMII and HMI BV have agreed to accept the HMC offer and
use the ISD to advance their sales objectives,
NOW WHEREFORE, in consideration of the mutual agreements,
consideration and understands among the parties, it is agreed that:
1. All agreements, arrangements, understandings and policies,
including, but not limited to, all licensing agreements, among
HMC, HMII, and HMI BV and their respective divisions and
subsidiaries, which prohibit, restrict, limit or otherwise
control or interfere with the sale and marketing by HMII and
HMI BV of Products in Asia are suspended.
2. HMII and HMI BV directly, and through their respective
divisions and subsidiaries, may engage directly in the marketing
and sale of Products in Asia, utilizing the services of ISD and
any other parties, without the need to obtain any approvals or
consents from HMC.
3. ISD will provide approximately 300% of its facilities and
capacity for the promotion of Products. In consideration for the
suspension of all HMC rights in Asia, it is agreed that HMII
and HMI BV shall pay to HMC thirty percent (30%) of the HMC
fiscal year costs for the ISD operation, but not to exceed US
dollars six hundred thousand ($600,000). Cost is to be determined
in accordance with generally accepted US accounting principles
consistently applied.
4. Payment of this fee shall be apportioned between HMII and HMI
BV, using a formula of combined total HMII and HMI BV
division and subsidiary sales over sales for HMI BV and its
directly and indirectly owned subsidiaries for HMI BV and
combined total HMII and HMI BV division and subsidiary sales
over sales for HMII and its divisions and
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selected subsidiaries, including only sales of Hosokawa Bepex
Corp, Hosokawa Americas Inc., and Hosokawa Micron Limited of
Canada, for HMII multiplied by thirty percent of the cost of ISD,
not to exceed six hundred thousand dollars ($600,000).
Payment shall be made to HMC in US dollars within 60 days after
the end of the fiscal periods ending March 31 and September 30,
and based on invoices with supporting documentation provided by
HMC. HMII, HMI BV, and HMC, shall provide whatever other
information is necessary to accurately reflect invoice amounts,
as the parties may reasonably request, and, each party shall
maintain such records and supporting information for a period of
not less than two years, during which time any party, at their
expense, is free to conduct, or have conducted, an audit of any
other party during regular business hours and upon not less than
30 days notice. Notwithstanding the above, in order to compensate
HMC for the initial out-of-pocket costs to implement this
arrangement, during the first year of this Agreement, HMII and
HMI BV agree to the invoice of five hundred thousand dollars
($500,000) of the annual fee for the period ending March 31,
1995, with the balance of the first year fee to be invoiced at
September 30, 1995.
5. HMII and HMI BV shall be credited with all amounts paid or for
which they are liable for activities engaged in by HMII and HMI
BV and their listed divisions and subsidiaries under any and all
of the agreements, arrangements, and undertakings which are
suspended, under terms of this Agreement, which liabilities were
incurred for transactions effected on or after, October 1, 1994.
6. This Agreement shall be effective from October 1, 1994 and shall
continue in effect for the one-year period ending on September
30, 1995 and shall automatically be renewed for one-year terms
unless cancelled by either party upon not less than thirty (30)
days written notice prior to any anniversary of the Agreement.
7. This Agreement is in the English language and all invoices and
other documentation provided to any of the parties to this
Agreement shall be in the English language.
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8. This Agreement shall be governed by and interpreted under the
laws of the State of New York and all parties agree to the
jurisdiction of the courts of New York to resolve any disputes.
IN WITNESS WHEREFORE the parties have executed this Agreement on the
26th day of April, 1995, but with effect from the date above first written.
HOSOKAWA MICRON CORPORATION
(HMC)
By /s/ Xxxxxxxx Xxxxxxx
HOSOKAWA MICRON INTERNATIONAL INC.
(HMII)
By /s/ Xxxxxxx Xxxxxxx
HOSOKAWA MICRON INTERNATIONAL B.V.
(HMI BV)
By /s/ Xxxx Xxxx
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