Exhibit 10.41
DEPOSITORY AGREEMENT
DEPOSITORY AGREEMENT made this 9th day of February, 1996 by and between
Hydron Technologies, Inc., a New York corporation ("HyTech"), with its principal
place of business at 0000 Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000, and
Chemaid Laboratories, Inc., a New Jersey corporation ("Chemaid"), with its
principal place of business at 000 Xxxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxx Xxxxxx
00000. HyTech and Chemaid are sometimes collectively referred to as the
"Parties".
W I T N E S S E T H:
WHEREAS, Chemaid is a party to a lease dated September 13, 1995 between
Chemaid as tenant and Mayhill Street Realty Co., L.L.C. as landlord, (the
"Lease") for the premises commonly known as the 5 East Building located at 00
Xxxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxx Xxxxxx, and as more particularly described in
the Lease (the "Premises");
WHEREAS, Chemaid and HyTech have entered into a License Agreement dated
the date hereof (the "License Agreement") to provide for the use and occupancy
of a portion of the premises as allocated by the Parties as set forth therein;
WHEREAS, the law firm of Cole, Schotz, Meisel, Xxxxxx & Xxxxxxx, P.A.
("Escrow Agent"), Hackensack, New Jersey, is holding the principal amount of
$385,229.04, in four interest bearing escrow accounts for the benefit of the
parties (the "Escrow"); and
WHEREAS, Chemaid and HyTech desire to amend the License Agreement to
provide for collateral security for HyTech's obligations to Chemaid in
accordance with the provisions of the License Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, conditions
and promises contained herein, the parties hereto hereby agree as follows:
1. Depository Arrangement. The following depository arrangement shall
govern the rights of the Parties as to collateral security for HyTech's
obligations to Chemaid in accordance with the provisions of the License
Agreement.
2. Establishment of Depository Account; Close of Escrow.
(A) The Parties covenant and agree to forthwith open a joint account at
Xxxxx Xxxxxx, 00000 Xxxxxxxx Xxxxxxxxx, 0xx Xxxxx, Xxxxx Xxxxx Xxxxx, Xxxxxxx
00000 ("Depository Account"), and to cause the principal amount of $385,229.04
to be withdrawn forthwith from Escrow and deposited into the Depository Account.
(B)Any and all interest earned on the Escrow shall upon the closing of
the Escrow be immediately paid to HyTech.
3. Maintenance and Operation of Depository Account.
(A) The Depository Account shall be a joint account, which shall
require two (2) signatures to authorize any and all withdrawals therefrom. One
(1) authorized signatory shall be from HyTech, either Xxxxxx Xxxxxx, President
or Xxxxxxx Xxxxxx, Executive Vice President of HyTech, and one (1) authorized
signatory shall be from Chemaid, either Xxx Xxxxxx, President, or Xxxx Xxxxxx of
Chemaid.
(B) From the period commencing two and one-half (2-1/2) years from the
commencement date of the Lease and ending upon termination of the License
Agreement, Chemaid on a monthly basis, shall utilize an amount equal to the
remaining Escrow Amount divided by the number of months remaining until the
expiration of the term of the Lease to satisfy all or a portion of HyTech's
obligations to Chemaid each month under the provisions of the License Agreement
until termination of the License Agreement. In furtherance of the foregoing,
HyTech covenants and agrees to provide to Chemaid a check from the Depository
Account equal to the amount of obligation of HyTech for each such month, signed
by either Xxxxxx Xxxxxx or Xxxxxxx Xxxxxx, which must be received by Chemaid not
less than the later of (i) five (5) business days prior to the commencement of
the month for which payment is being made or (ii) five business days from the
date on which HyTech receives notice of a revision to the amount of its monthly
obligation to Chemaid in accordance with the provisions of the License
Agreement.
(C) In the event that the Landlord under the Lease requires two (2)
months rent as security in addition to the two (2) months rent already deposited
with the Landlord by Chemaid (making the total security deposit equal to four
(4) months rent), then in such event, said additional two (2) months rent (which
equals the sum of $42,270.00) shall be paid from the Depository Account to the
Landlord. Said amount shall be applied to satisfy HyTech's obligations under the
License Agreement during the final four (4) months of the Lease.
(D) The funds maintained in the Depository Account shall be invested in
such interest bearing investments as HyTech in its discretion shall determine.
(E) Any and all interest, dividends or capital gains earned or paid on
the funds maintained in the Depository Account shall be paid monthly to HyTech
without any other action of the Parties.
(F) HyTech shall have the right to change the financial institution in
which the Depository Account is maintained upon thirty (30) days notice to
Chemaid.
(G) Upon termination of the License Agreement, if HyTech's obligations
to Chemaid pursuant to the provisions of the License Agreement are fully
satisfied, then the balance of the funds in the Depository Account shall be
forthwith paid to HyTech.
4. Default.
(A) In the event HyTech fails to comply with the provisions of
paragraph 3(b) above, then in such event, such failure shall constitute an
"Event of Default".
(B) In the event HyTech commits an Event of Default which remains
uncured for thirty (30) days after HyTech receives notice of such Event of
Default, then in such event, the remaining balance of the Depository Account
shall be immediately due and payable to Chemaid.
5. Indemnification. HyTech agrees to indemnify and hold harmless
Chemaid, its officers and directors and each controlling person of Chemaid, from
and against all losses, claims, damages or liabilities, joint or several, to
which they or any of them may become subject whether as a result of any third
party claim, breach of this Agreement or otherwise, and to reimburse each such
persons so indemnified for any and all legal or other expenses (including the
cost of any investigation and preparation) reasonably incurred by them or any of
them in connection with any claim or litigation, whether or not resulting in any
liabilities, insofar as such losses, claims, damages, liabilities, or litigation
arise out of or are based upon any act or omission by HyTech which constitutes a
breach of or default under this Agreement.
6. Cumulative Rights. The rights and remedies granted in this Agreement
are cumulative and not exclusive, and are in addition to any and all other
rights and remedies granted and permitted under and pursuant to law.
7. No Waiver. The failure of any of the parties hereto to enforce any
provision hereof on any occasion shall not be deemed to be a waiver of any
preceding or succeeding breach of such provision or any other provision.
8. Entire Agreement. This Agreement together with the License Agreement
constitutes the entire agreement and understanding of the parties hereto and no
amendment, modification or waiver of any provision herein shall be effective
unless in writing, executed by the party charged therewith.
9. Governing Law and Jurisdiction. This Agreement shall be construed,
interpreted and enforced in accordance with and shall be governed by the laws of
the State of New Jersey without regard to the principles of conflicts of laws.
The Parties hereto consent to the personal jurisdiction of the federal or state
courts located in the State of New Jersey as the exclusive forum to resolve
disputes hereunder.
10. No Assignment. This Agreement may not be assigned by the parties
hereto, and any attempted assignment hereof shall be void and of no effect.
11. Paragraph Headings. The paragraph headings herein have been
inserted for convenience of reference only, and shall in no way modify or
restrict any of the terms or provisions hereof.
12. Notices. Any notice or other communication under the provisions of
this Agreement shall be in writing, and shall be given by postage prepaid,
registered or certified mail, return receipt requested; by hand delivery with an
acknowledgement copy requested; or by the Express Mail service offered by the
United States Post Office or any reputable overnight delivery service, directed
to the addresses set forth above, or to any new address of which any party
hereto shall have informed the others by the giving of notice in the manner
provided herein. Such notice or communication shall be effective, if sent by
postage prepaid, registered or certified mail, return receipt requested, three
(3) days after it is mailed within the continental United States; if sent by
Express Mail or any reputable overnight delivery service, one (1) day after it
is forwarded; or by hand delivery, upon receipt.
13. Unenforceability; Severability. If any provision of this Agreement
is found to be void or unenforceable by a court of competent jurisdiction, then
the remaining provisions of this Agreement, shall, nevertheless, be binding upon
the parties with the same force and effect as though the unenforceable part had
been severed and deleted.
14. Further Assurances. Subsequent to the execution and delivery of
this Agreement, either Party shall at any one time and from time to time, at the
request of the other Party and without further cost or expense to the requesting
Party, execute and deliver such other documents and take such other actions as
the requesting Party may reasonably request for the purpose of giving full force
and effect to this Agreement.
15. Counterparts. This Agreement may be executed in counterparts, all
of which shall be deemed to be duplicate originals.
IN WITNESS WHEREOF, the parties hereto have executed this instrument
the date first above written.
HYDRON TECHNOLOGIES, INC.
By: /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, President
CHEMAID LABORATORIES, INC.
By: /s/ Xxx Xxxxxx
Xxx Xxxxxx, President
