Exhibit 10.1
Draft of March 29, 2006
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is entered into this 4th
day of April, 2006, by and between, Xxxxxxx Advanced Aesthetics, Inc., a
Delaware Corporation (hereafter "KAA) and Xxxx Xxxxxx ("Potter") an individual
whose address is 000 Xxxx Xxxxxx, Xxxxxx Xxxxx 00000, and Atlantis Laboratories,
Inc. ("Atlantis"), a Texas Corporation, which is wholly owned by Xxxx Xxxxxx.
WHEREAS, Potter and Atlantis develop, formulate, and produce skin care
products for cosmetic companies ("Services"); and
WHEREAS, Potter and Atlantis have provided Services to KAA; and
WHEREAS, KAA is rapidly developing products that require a majority of
Potter's and Atlantis's formulation time; and
WHEREAS, Potter and Atlantis and KAA desire to strengthen their
business relationship; and
WHEREAS, Potter and Atlantis and KAA wish to enter into a formal
written agreement setting forth the terms and conditions under which Potter and
Atlantis will render Services to KAA.
NOW, THEREFORE, in consideration of the mutual covenants and
undertakings contained herein and for other valuable consideration, the
sufficiency of which is hereby acknowledged by KAA and Potter and Atlantis ("the
Parties"), the Parties do hereby agree as follows:
1. KAA Objectives. The Parties acknowledge that KAA desires to achieve
the following as rapidly as possible:
A. Expand the number of product types in KAA's over the counter
Cosmedicine (TM) line, and have such products produced and
shipped by Atlantis for sale at KAA's spa and salon facilities
and other retail outlets.
B. Formulate and develop an enhanced version of Cosmedicine, and
have such products produced and shipped by Atlantis for sale
to KAA's distributor.
C. Formulate and develop a foundation cosmetic line and have such
products produced and shipped by Atlantis for sale at KAA's
spa and salon facilities and other retail outlets.
D. Formulate and develop a hair care product line and have such
products produced and shipped by Atlantis for sale at KAA's
spa and salon facilities and other retail outlets.
E. Formulate and develop a cosmetics line and have such products
produced and shipped by Atlantis for sale at KAA's spa and
salon facilities and other retail outlets.
2. Services to be Performed. Potter and Atlantis shall each use their best
efforts to provide all Services necessary to meet all KAA objectives
listed in paragraph 1 above. Potter and Atlantis shall provide Services
to KAA at the direction of KAA. KAA shall specify the priorities and
will work with Potter and Atlantis to create a project management
schedule and timeline in order to bring the products to market. Potter
and Atlantis shall perform all work in a diligent manner and use their
best efforts to meet this deadline. All formulas and products created
on behalf of and for KAA are exclusive to KAA and will only be sold to
KAA. Potter and Atlantis agree not to sell, provide, grant, license or
otherwise transfer any product or formula created on behalf of and for
KAA to any other company or person.
3. Product Purchases. KAA shall pay Atlantis, a Bulk Rate for all products
that KAA purchases from Atlantis. Bulk Rate is defined as the direct
out of pocket cost of raw materials to manufacture the product plus an
additional percentage of the cost of such raw materials depending upon
the quantity purchased. For orders over 1,600 kilos, KAA shall pay an
additional fifteen percent (15%) of the cost of raw materials; for
orders between 201-1599 kilos KAA shall pay an additional twenty
percent (20%) of the cost of raw materials; for orders less than 200
kilos KAA shall pay an additional twenty five (25%) of the cost of raw
materials. KAA endeavors to purchase from Atlantis $1,200,000 at Bulk
Rate in calendar year 2006. All purchases shall be in accordance with
industry custom with respect to payment, shipping insurance, freight
charges and the like and as shall otherwise be agreed by the parties.
Potter and Atlantis shall deliver products within industry standard
time frames. Provided that there are no circumstances outside the
control of Potter and Atlantis, it is agreed that industry standard
shall be 10 weeks for Potter and Atlantis to manufacture the product
once all raw materials are received. Potter and Atlantis shall take
commercially reasonable steps to obtain all necessary raw materials.
Provided that there has not been a default under this Agreement or
under the $392,200 loan dated 4/4/06 and the construction loan dated
4/4/06 between KAA and Potter and Atlantis (the two loans shall
collectively be referred to as the" Loans", beginning with calendar
year 2006 KAA shall annually purchase at Bulk Rate at least one million
two hundred thousand dollars ($1,200,000) of product from Atlantis
through the initial term of this Agreement. During the Term(s) of this
Agreement, Atlantis and Potter agree so long as KAA is in compliance
with this Agreement, they will supply KAA with all products it requires
and which KAA orders in accordance with this Agreement.
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4. Consulting Fee. During the initial five (5) year term, KAA shall pay
Potter an annual consulting fee of $207,000. Such consulting fee shall
be paid monthly in an amount of $17,250. In exchange for such
consulting payments, Potter shall make himself available at reasonable
times to work with KAA to enable KAA to achieve the objectives set
forth in this Agreement. Payments under this section shall cease upon
the death of Potter or upon Potter becoming disabled, default under the
Loans by Potter or Atlantis or upon termination of this Agreement,
whichever shall first occur. If KAA becomes bankrupt, ceases
operations, or is taken over, the consulting fee payable during the
initial term of this agreement shall continued to be paid to Potter. If
the consulting fee is not paid to Potter during the initial term of
this Agreement, Potter is entitled to set off such amounts owed to him
against the amounts owing under the Loans.
5. Stock Options. KAA shall grant Xxxx Xxxxxx 150,000 options of KAA
Common Stock on a pre-merger basis. The stock options will vest over 4
years (25% per year) and will have an exercise price of $2.50 per
share. Such options will be in accordance with KAA's standard stock
option plan and related agreements.
6. Independent Contractor Status. It is the express intention of the
Parties that Potter and Atlantis are independent contractors and not an
employees, agents, joint venturers or partners of KAA. Nothing in this
Agreement shall be interpreted or construed as creating or establishing
the relationship of employer and employee between KAA and Potter or
Atlantis, or creating or establishing the relationship of KAA as a
principal, partner or agent of Potter or Atlantis. All Parties
acknowledge that Potter is not an employee for state or federal tax
purposes. Potter and Atlantis acknowledge that he is responsible for
payment of withholding and/or all other taxes with respect to all
consulting fees or other payments that may be due under this Agreement.
7. Warranty of Products. Atlantis and Potter represent and warrant that
all of the products to be supplied to KAA hereunder shall be
manufactured in accordance with industry standards all applicable
governmental rules and requirements and shall be fit for the use
intended. Atlantis and Potter agree to indemnify and hold KAA and all
of its affiliates harmless from and against any claim that the products
do not comply with industry standards. Atlantis and Potter further
agree to obtain product liability insurance in amounts requested by KAA
with respect to product liability and other matters arising out of the
manufacture and providing the products to KAA by Atlantis.
8. Term. The Parties acknowledge and agree that the Initial Term of this
Agreement shall commence on the date of this Agreement and shall
terminate at the later of (i) five years (5) years or (ii) either
default or full repayment of the Loans. Unless earlier terminated in
accordance with this Agreement, at the end of each 5 year term this
Agreement shall renew automatically for additional five (5) year terms.
At the end of each five (5) term, the Parties shall review and if
needed shall modify the economics. Notwithstanding the foregoing, this
Agreement
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shall terminate earlier in the event of the bankruptcy or insolvency of
any party or in the event of a material breach by a party of his or its
obligations and/or representations in this Agreement, which breach
shall not be cured after written notice and a reasonable opportunity to
cure.
9. Facility Loan. KAA agrees to loan up to a total of one million one
hundred thousand dollars ($1,100.000) to Potter so that Potter can
purchase land and build a building for Atlantis's laboratory and
manufacturing facility. KAA will initially loan Potter $450,000 to
purchase the land. KAA will then make further loan advances based on
construction progress. The further loan advances shall be standard
construction loans and payable only upon receipt of proper sworn
statements and waivers of liens. The interest rate of the Loans shall
be six and one-half percent per annum (6.5%). The term of the Loans
shall be for ten (10) years. The Loans will be pursuant to a separate
loan agreements and applicable deeds of trusts and security
instruments. Potter can prepay the Loans at anytime without penalty.
10. Escrow Agreement. Execution by the Parties of the Escrow Agreement of
even date herewith between Potter, Atlantis, KAA and the escrow agent
is a condition precedent to this Agreement. The Parties will agree to
who both the escrow agent and the third party verifier are prior to
execution of this Agreement and that all conditions of the escrow
agreement will be met including that all the formulas, manufacturing
procedures, specifications and details will be independently verified
and placed in escrow.
11. Formulator, Researcher, and Plant Manager KAA agrees to reimburse
Atlantis for Atlantis to hire a formulator(s), full time researcher(s)
and a plant manager (collectively referred to as "Atlantis Employees")
at market rates for such positions. Atlantis Employees shall be
employees of Atlantis and shall be under the direction of Potter. The
Parties shall mutually agree on the cost to KAA of Atlantis Employees
based upon the percentage of time devote to KAA research, formulation,
and production. The Parties shall review the cost of the Atlantis
Employees and the allocation of such cost at least annually. The
Parties agree that if the volume of purchases and the volume of work
dictate, Potter will hire and KAA will reimburse Atlantis for
additional staff members as the circumstances warrant. The Plant Manger
shall be an employee of Atlantis and under the direction of Potter, and
KAA shall have the right to approve such person. The Atlantis Employees
will devote as much of their time necessary to to KAA as necessary to
meet KAA's under this Agreement.
12. Obligations of Potter. During the first 12 months of the Agreement,
Potter agrees to spend a majority of his formulation time on behalf of
KAA When KAA begins purchasing in excess of $5,000,000 at Bulk Rate
annually, Potter agrees to devote at least 90% of his formulation time
to KAA product development requirements. Potter shall perform services
on behalf of KAA per the direction of KAA.
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13. Nondisclosure of Confidential Information. All the formulas for all
products formulated on behalf of KAA by Potter and Atlantis shall be
confidential information. Potter and Atlantis employees, agents, or
contractors shall not disclose to any person other than KAA employees
or employees of Potter and Atlantis any Confidential Information. KAA
employees, agents, or contractors shall not disclose to any person
other than Atlantis employees or employees of KAA any confidential
information. All employees of Atlantis and KAA who have access to,
knowledge of, or receive confidential information shall sign a
confidentiality agreement, a copy of which is attached as Exhibit A.
All confidential information indicated above and all other information,
including but not limited to files, records, documents, data, lists,
and similar items relating to the business of KAA or Atlantis, business
practices, its clients, customers, strategic partners, suppliers or
employees, whether prepared by the parties or otherwise coming into
their possession, shall remain confidential. The parties agree to be
liable for all damages to the other party that arise due to a
disclosure of any confidential information to a third party. The
parties agree that the duties to not disclose confidential information
is an on going duty and such duty shall survive the term(s) of this
Agreement.
14. Non-Compete. Potter and Atlantis agree that the formulas developed for
KAA are proprietary and shall not be used by Potter and Atlantis for
any purpose other than on behalf of KAA and shall not be utilized in
products sold by anyone other than KAA. Potter and Atlantis also agree
that they shall not, directly, or indirectly (whether as an employee,
agent, consultant, joint venture, partner, lender, investor, owner,
shareholder, director, officer or in any other capacity):
A. Except for businesses already owned by Potter or Atlantis as
set forth in Exhibit B hereto, acquire or own in any manner,
any interest in any entity engaged in the business conducted
by KAA;
B. Render Services for any customer of KAA unless KAA has given
express consent:
C. Induce, solicit, divert, take away or attempt to induce,
solicit, divert or take away any employee of KAA, to become an
employee of, be the agent for, become affiliated with or be a
consultant or independent contractor to, any other business,
organization or entity other than KAA;
D. Induce, canvass, solicit, divert, take away, accept or attempt
to induce, canvass, solicit, divert, take away or accept any
business from any of KAA's customers;
E. Request or advise any customers to withdraw, curtail or cancel
such customers' business or affiliation with KAA or request or
advise any
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employees to withdraw, curtail, terminate or cancel their
employment or association with KAA;
F. Disclose to any person, firm, corporation or any other
business entity the names or addresses of any of the customers
or employees of KAA.
15. Injunctive Relief. As irreparable damage will result to KAA in the
event of a threatened or actual breach of any of the provisions of this
Agreement, in the event of a threatened or actual breach, in whole or
in part, of the provisions of this Agreement, KAA shall be entitled to
injunctive relief restraining Potter and Atlantis from such a breach in
addition to any and all other legal or equitable remedies and damages
available to KAA. Potter and Atlantis acknowledge that an adequate
remedy at law does not exist. Should injunctive relief become necessary
to enforce this Agreement, Potter and Atlantis shall be liable for the
payment of the attorney fees incurred by KAA in seeking the injunctive
relief.
16. Notices. Any notices required or permitted to be sent hereunder shall
be served personally or by overnight courier, or by registered or
certified mail, return receipt requested, to the addresses stated
below for Potter and Atlantis and KAA:
If to KAA: Xxxx Xxxxxx
Xxxxxxx Advanced Aesthetics, Inc.
000 Xxxxxxx 0, 0xx Xxxxx
Xxxxxxx, XX 00000
If to Potter: Xxxx Xxxxxx
000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
If to Atlantis Atlantis Laboratories, Inc.
c/o Xxxx Xxxxxx
000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
17. Entire Agreement. This instrument contains the entire agreement of the
Parties and supersedes any and all other agreement, either oral or in
writing, between the Parties hereto, if any, with respect to the
subject matter hereof. This Agreement may be amended only by a written
agreement executed by the Parties. It may not be changed orally, but
only by agreement, in writing, signed by the Party against whom
enforcement of any waiver, change modification, extension or discharge
is sought.
18. Set Off. The parties acknowledge that concurrently herewith, KAA is
loaning to Potter and Atlantis monies pursuant to the Loans to enable
Potter and Atlantis to purchase land and build a facility for producing
products for KAA. The parties agree that in addition to all other
rights of the parties herein, that KAA shall have
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the right to set off any amounts owing under this Agreement to Potter
and/or Atlantis for any and all amounts that may be owing from Potter
and/or Atlantis to KAA pursuant to the Loans as the same may be amended
from time to time and including such additional documents as may be
executed by the parties in furtherance of the project referred to in
the Loans including any further construction loans heretofore made by
KAA to Potter and Atlantis in connection with the project.
19. Governing Law. This Agreement has been delivered to and accepted by the
Parties and will be deemed to be made in the State of Texas. This
Agreement will be interpreted and the rights and liabilities of the
Parties determined in accordance with the laws of the State of Texas.
All disputes hereunder may be brought only in a court of competent
jurisdiction in Conroe or Xxxxxxxxxx Counties, Texas. The Parties
hereby irrevocably consent to the exclusive jurisdiction of such court.
The Parties agree that the venue provided above is the most convenient
forum for both, and both Parties waive any objection to venue and any
objection based on a more convenient forum in any action instituted
under this Agreement.
20. Collection Costs. In the event that one of the Parties breaches this
Agreement, the Prevailing Party that prevails in any legal action
related to this agreement, ("Prevailing Party" being defined as the
plaintiff receiving a money judgment award or equitable award in its
favor or the defendant receiving a no cause of action verdict a money
judgment award or equitable award on a counterclaim.) The Prevailing
Party shall be entitled to recover all costs, expenses and actual
attorneys' fees incurred due to the litigation.
21. Counterparts and Facsimile. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of
which shall constitute one and the same instrument.
22. Severability. It is intended that the sections, paragraphs and
subparagraphs of this Agreement shall be separable, and if the
restraint in one or more of said paragraphs or subparagraphs shall be
held to be invalid by a court of final, competent jurisdiction, this
Agreement shall be considered to be amended to exclude any such invalid
paragraphs or subparagraphs or portions thereof held invalid, and there
shall be substituted there for the maximum permissible restraint, it
being the intent of the parties hereto to give the maximum permitted
effect to the restrictions set forth herein. Potter and Atlantis agrees
that the confidentiality provisions in Paragraph 13 and the scope of
restrictions in Paragraph 14 are necessary for the protection of KAA.
However, if a court of competent jurisdiction finds them invalid,
Potter and Atlantis agrees to any reduced confidentiality, time or
scope limitations that would not be held invalid.
23. Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties and their respective heirs, successors and
assigns including but not
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limited to any transferee of the business, stock or assets of KAA or
the Cosmedicine division of KAA.
Page 8 of 9
IN WITNESS WHEREOF, the Parties have executed this Consulting Agreement
on the date first above written.
ADVANCED AESTHETICS, INC., a
Delaware corporation
By: /s/ Xxxxxxx Xxxxxxxx
--------------------
Name: Xxxxxxx Xxxxxxxx
Its: CEO/President
XXXX XXXXXX, an individual:
/s/ Xxxx Xxxxxx
--------------------------
Xxxx Xxxxxx
ATLANTIS LABORATORIES, INC., a Texas
Corporation
By: /s/ Xxxx Xxxxxx
--------------------------
Name: Xxxx Xxxxxx
Its: President
Page 9 of 9
Exhibit A
Confidentiality Agreement
This Confidentiality Agreement (the "Agreement") is entered into this ___
day of January, 2006, by _______________________ ("Receipent"), who is an
employee, agent, or contractor of Atlantis Laboratories, Inc.
RECITALS:
WHEREAS, Receipent by his/her relationship with Atlantis Laboratoires
(Atlantis) may receive, possess or be exposed to certain confidential
information of Xxxxxxx Advanced Aesthetics (KAA);
WHEREAS, It is necessary and critical for KAA and Atlantis that certain
confidential information of KAA remain confidential;
WHEREAS, Atlantis would not hire or contract with Receipent absent
Receipent's agreeing to this Agreement.
NOW, THEREFORE, in consideration of the above Recitals, Receipent agree as
follows:
1. CONFIDENTIAL AND PROPRIETARY NATURE OF THE INFORMATION. Recipient
acknowledges that certain information of KAA including actual and
projected financial statements of KAA, together with other non-public
information concerning KAA and its business strategy including current and
future business and marketing plans, strategies, strategic alliances and
objectives; certain current and future technology processes, methods,
techniques, plans, formulations, systems and applications; technology and
product test results and data; current and future product plans;
apparatus, blueprints, schematics or devices; intellectual property
including potentially patentable subject matter, trade secrets, and
copyrights; and other technical and business data and information related
to product, systems, processes, methods and services , which KAA may
provide to Atlantis and Recipient and analyses, compilations, studies or
other documents prepared by Atlantis which contain or otherwise reflect
such information, are hereinafter referred to as the "Information".
Recipient agrees that Information is confidential and proprietary and
agrees to hold and keep such information confidential.
2. RESTRICTED USE OF CONFIDENTIAL INFORMATION. Recipient agrees that the
Information will be kept confidential by Recipient and will not be
disclosed by Recipient to any person.
Recipient acknowledges that KAA's securities are registered with the
Securities and Exchange Commission pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended, and that KAA's common stock
is publicly traded. Recipient specifically acknowledges that Recipient to
enter into this Agreement so that KAA will be exempt from any requirement
to disclose material non-public information provided to Recipient in
accordance with the exemption set forth in Rule 100(b)(2)(ii) of SEC
Regulation FD. Accordingly, Recipient agrees that so long as Recipient
possesses material non-public information about KAA that may be considered
"material non-public information" for purposes of the Securities Act of
1933, as amended, and the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder, including Regulation FD,
Recipient shall not purchase or sell, in any way, shape or form
(including, but not limited to, pursuant to a "hedging" transaction
(whether or not such transaction involves the actual exchange of
securities) or "short selling"), directly or indirectly, KAA's securities,
publicly or privately.
3. LEGAL PROCEEDINGS. If Recipient is requested or become legally
compelled (by oral questions, interrogatories, requests for information or
documents, subpoena, civil or criminal investigative demand, or similar
process) or is required by a regulatory body to make any disclosure that
is prohibited or otherwise constrained by this Agreement, the Recipient
will provide KAA with prompt notice of such request so that it may seek an
appropriate protective order or other appropriate remedy.
4. RETURN OF CONFIDENTIAL INFORMATION. When the relationship between
Recipient and Atlantis terminates, (a) Recipient (i) will promptly deliver
to Altantis all Information concerning KAA together with all copies and
summaries thereof in the possession or under the control of Recipient, and
(ii) will destroy materials generated by Recipient that include or refer
to any part of the Confidential Information, without retaining a copy of
any such material.
5. REMEDIES. The Recipient agrees to indemnify and hold KAA and its
shareholders harmless from any damages, loss, cost, or liability
(including legal fees and the cost of enforcing this indemnity) arising
out of or resulting from any unauthorized use or disclosure of the
Information or other violation of this Agreement. In addition, because an
award of money damages (whether pursuant to the foregoing sentence or
otherwise) would be inadequate for any breach of this agreement by the
Recipient and any such breach would cause KAA irreparable harm, the
Recipient also agrees that, in the event of any breach or threatened
breach of this agreement, KAA will also be entitled to equitable relief,
including injunctive relief and specific performance. Such remedies will
not be the exclusive remedies for any breach of this agreement but will be
in addition to all other remedies available at law or equity to the KAA.
IN WITNESS WHEREOF, Recipient has executed this Confidentiality Agreement
as of the date first above written.
RECIPIENT
Print Name:________________________
WITNESS:
Exhibit B
Confidentiality Agreement
This Confidentiality Agreement (the "Agreement") is entered into this ___
day of January, 2006, by _______________________ ("Receipent"), who is an
employee, agent, or contractor of Xxxxxxx Advanced Aesthetics (KAA).
RECITALS:
Whereas, Receipent by his/her relationship with may receive, possess or be
exposed to certain confidential information of Atlantis Laboratoires, Inc.
("ATLANTIS");
Whereas, It is necessary and critical for Atlantis and KAA that certain
confidential information of ATLANTIS remain confidential;
Whereas, Atlantis would not hire or contract with Receipent absent
Receipent's agreeing to this Agreement.
NOW, THEREFORE, in consideration of the above Recitals, Receipent agree as
follows:
1. CONFIDENTIAL AND PROPRIETARY NATURE OF THE INFORMATION. Recipient
acknowledges that certain information of ATLANTIS including actual and
projected financial statements of ATLANTIS, together with other non-public
information concerning ATLANTIS and its business strategy including
current and future business and marketing plans, strategies, strategic
alliances and objectives; certain current and future technology processes,
methods, techniques, plans, formulations, systems and applications;
technology and product test results and data; current and future product
plans; apparatus, blueprints, schematics or devices; intellectual property
including potentially patentable subject matter, trade secrets, and
copyrights; and other technical and business data and information related
to product, systems, processes, methods and services , which ATLANTIS may
provide to Atlantis and Recipient and analyses, compilations, studies or
other documents prepared by Atlantis which contain or otherwise reflect
such information, are hereinafter referred to as the "Information".
Recipient agrees that Information is confidential and proprietary and
agrees to hold and keep such information confidential.
2. RESTRICTED USE OF CONFIDENTIAL INFORMATION. Recipient agrees that the
Information will be kept confidential by Recipient and will not be
disclosed by Recipient to any person.
3. LEGAL PROCEEDINGS. If Recipient is requested or become legally
compelled (by oral questions, interrogatories, requests for information or
documents, subpoena, civil or criminal investigative demand, or similar
process) or is required by a regulatory body to make any disclosure that
is prohibited or otherwise constrained by this Agreement, the Recipient
will provide ATLANTIS with prompt notice of such request so that it may
seek an appropriate protective order or other appropriate remedy.
4. RETURN OF CONFIDENTIAL INFORMATION. When the relationship between
Recipient and KAA terminates, (a) Recipient (i) will promptly deliver to
KAA all Information concerning ATLANTIS together with all copies and
summaries thereof in the possession or under the control of Recipient, and
(ii) will destroy materials generated by Recipient that include or refer
to any part of the Confidential Information, without retaining a copy of
any such material.
5. REMEDIES. The Recipient agrees to indemnify and hold ATLANTIS and its
shareholders harmless from any damages, loss, cost, or liability
(including legal fees and the cost of enforcing this indemnity) arising
out of or resulting from any unauthorized use or disclosure of the
Information or other violation of this Agreement. In addition, because an
award of money damages (whether pursuant to the foregoing sentence or
otherwise) would be inadequate for any breach of this agreement by the
Recipient and any such breach would cause ATLANTIS irreparable harm, the
Recipient also agrees that, in the event of any breach or threatened
breach of this agreement, ATLANTIS will also be entitled to equitable
relief, including injunctive relief and specific performance. Such
remedies will not be the exclusive remedies for any breach of this
agreement but will be in addition to all other remedies available at law
or equity to the ATLANTIS.
IN WITNESS WHEREOF, Recipient has executed this Confidentiality Agreement
as of the date first above written.
Recipient
Print Name:________________________
Witness:
Exhibit C
[Businesses owned by Potter and Atlantis]
