EXHIBIT 10.5
Purchase Agreement - Clock Molds
Nutek Inc.
00000 Xxxxxxxxx Xxxx., Xxxxx 000
Xxxx Xxxxxx, XX 00000 Tel: (000) 000-0000
Fax: (000) 000-0000
Table of Contents
Table of Contents................................................ 2
Confidentiality Statement........................................ 3
Existing Product................................................. 3
PRODUCT.......................................................... 3
Purchase Agreement with Nutek Inc................................ 3
RECITALS......................................................... 3
SERVICE.......................................................... 4
PRODUCT.......................................................... 4
RESPONSIBILITIES................................................. 4
PAYMENT.......................................................... 4
CONFIDENTIALITY.................................................. 5
NON COMPETE...................................................... 5
WARRANTIES....................................................... 5
INTEGRATION...................................................... 6
CONSTRUCTION AND JURISDICTION.................................... 6
ATTORNEY'S FEES.................................................. 6
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Confidentiality Statement
The information embodied in this Purchase Agreement is strictly confidential
and is supplied on the understanding that it will be held confidentially and
not disclosed to third parties without the prior written consent of Nutek,
Inc.
Existing Product
PRODUCT
The product is the clock molds currently owned by certain individuals and
Century Clocks, S.A.
The molds and tooling to are in existence. Nutek Inc. is seeking to purchase
all rights, title and interest to the product.
Purchase Agreement with Nutek Inc.
Agreement entered into this 27th day of April, 1999 by and between Century
Clocks S.A., Xxxxx Xxxxxxx, Xxxxxx Xxxx and Xxxxxx Xxxxxxxx hereinafter,
referred to as "SELLER" and Nutek, Inc. of 00000 Xxxxxxxxx Xxxx., Xxxxx 000
Xxxx Xxxxxx XX 00000 hereinafter "PURCHASER".
RECITALS
WHEREAS, SELLER has created and has sole right and title to several molds used
for the manufacture of clocks the "product". SELLER has the required tooling
and dies to produce the clocks Nutek requires, and
WHEREAS, SELLER seeks to sell this product which he holds all rights, patents,
title and interest to, to the general public at large; and
WHEREAS, PURCHASER has an interest and is in the business of developing,
marketing, manufacturing and the management, promotion of clocks and has the
management knowledge and expertise to manufacture, promote and market the
product; and
WHEREAS, PURCHASER is willing to purchase all rights, patents, title and
interest to the "product" pursuant to the following terms and conditions:
NOW, THEREFORE, in consideration of these premises and those other terms and
conditions set forth hereinafter, the parties agree as follows:
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1. SERVICE.
PURCHASER is to receive all rights, patents, title and interest to the
"product". The parties may amend and supplement this agreement from time to
time in writing under mutual agreement, and such supplement, signed by both
parties with all amendments and supplements thereto, shall be attached to this
Agreement, and made a part hereof.
2. PRODUCT.
PURCHASER will acquire and retain sole and exclusive rights to the Product.
4. PAYMENT.
I. PURCHASER shall receive all rights, title and interest to the product.
PURCHASER shall pay SELLER a "Royalty Payment" of Three (3%) percent of Net
Gross revenues, and a payment of Five Hundred and Twenty Thousand ($520,000.00)
dollars made up as follows in the next paragraphs.
II. PURCHASER to pay Sixty Five Thousand (65,000) shares of Nutek restricted
stock within 30 days of signing of agreement to Xxxxx Xxxxxxx. This stock
has a value of $0.185 per share and represents Twelve Thousand dollars
($12,000.00). PURCHASER to pay Two Hundred Thousand (200,000) shares of
Nutek restricted stock within 60 days of signing of agreement to Xxxxxx
Xxxx. This stock has a value of $0.20 per share and represents Forty Thousand
dollars ($40,000.00). PURCHASER to pay One million Fifty Thousand (1,050,000)
shares of Nutek restricted stock within 150 days of signing of agreement to
Xxxxxx Xxxxxxxx. This stock has a value of $0.35 per share and represents
Forty Thousand dollars ($367,500.00). This stock is to be restricted for a
period of one (1) year.
III. PURCHASER will pay Forty Three Thousand ($43,000.00) dollars in cash to
Century Clocks SA in no more than thirty (30) days. Xxxxxx Xxxxxxxx will
enter on the books of Century Clocks Inc, an amount owed to him by Century
Clocks Inc. of Fifty Seven Thousand ($57,000.00) dollars for cash already paid
to Century Clocks SA for the molds. The molds are to be utilized as
collateral for this loan.
IV. Royalty payments will be increased by Two (2%) percent until the balance
of the loan as referenced in paragraph (III) has been paid in full.
V. PURCHASER agrees to submit quarterly reports to SELLER and to keep SELLER
informed of the number of Products shipped and amount paid. Reports shall be
submitted within thirty (30) days of the end of each quarter. Such reports
shall include the number of Product shipped, sold and amount paid from previous
quarter.
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4. CONFIDENTIALITY.
SELLER agrees to hold all information that SELLER obtains as confidential for
the purposes of this agreement. SELLER agrees not to use or disclose
confidential information to any person or entity, except as necessary under
this Agreement. Nothing herein above written shall prevent the parties from
making any disclosure which is required by law, government regulation, or rule,
or which disclosure is ordered or otherwise required by a court of competent
jurisdiction through its subpoena power or otherwise or by a state or federal
regulatory or other governmental agency.
5. NON COMPETE.
The SELLER and PURCHASER both agree that during the term of this Agreement they
shall not either directly or indirectly compete or enter into any agreement to
compete in any way with each other. The provisions of this section shall be
enforceable in a court of law or equity by an injunction or an action of
specific performance.
6. WARRANTIES.
SELLER hereby represents and warrants to PURCHASER the following:
The execution, delivery and performance of this Agreement is within SELLER's
powers and does not contravene any law or contractual restriction binding on
or affecting SELLER.
This Agreement is a legal, valid and binding obligation of SELLER enforceable
against SELLER in accordance with its respective terms.
SELLER has full right, title and ownership of the Product.
PURCHASER hereby represents and warrants to SELLER the following:
PURCHASER is a corporation duly incorporated, validly existing and in good
standing under the laws of the State Nevada. The execution, delivery and
performance by PURCHASER of this Agreement is within PURCHASER's corporate
powers, has been duly authorized by all necessary corporate or stockholder
action on its part, does not contravene restriction binding on or affecting
PURCHASER or any of its properties, and do not result in or require the
creation of any lien, security interest or other charge or encumbrance upon
or with respect to any of its properties.
This Agreement is a legal, valid and binding obligation of PURCHASER
enforceable against PURCHASER in accordance with its respective terms.
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7. INTEGRATION.
This Agreement together with all exhibits amendments and supplements represents
the complete and entire Agreement between the parties hereto. This Agreement
either embodies or supersedes all prior, contemporaneous or subsequent oral
agreements, representations, understandings, and all written notations,
memoranda or correspondence of any party hereto, their agents, employees or
other related persons, related to the work contemplated in this Agreement.
8. CONSTRUCTION AND JURISDICTION.
This Agreement shall be construed and enforced pursuant to the laws of the
State of California, USA. By affixing their signatures to this agreement, the
parties hereby submit themselves to the courts of the State of California, for
the judicial resolution of any disputes arising under the terms, interpretation
or performance of this agreement. If any one or more paragraphs in this
Agreement is found to be unenforceable or invalid, the parties agreement on all
other paragraphs shall remain valid. Non enforcement of any section of this
Agreement by either party does not constitute a waiver or consent and both
parties reserve the right to enforce this Agreement at their discretion.
9. ATTORNEY'S FEES.
In the event either party is required to retain counsel to enforce the
provisions of this Agreement or to bring legal action to enforce the provisions
of this Agreement or remedy any breaches of this Agreement, the prevailing
party in such action shall be entitled to its costs and attorney's fees
incurred in such action or procedure, whether or not an action is ultimately
filed in a court of proper agreed jurisdiction.
WHEREFORE, the parties have affixed their signatures to this Agreement the date
first above stated. Furthermore, by signing this Agreement all signature
parties acknowledge they fully understand and agree to all the terms and
conditions of this Agreement.
PURCHASER SELLER
Signatures Signatures
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxxxx Xxxxxxx
------------------------- ------------------------
CEO/President Nutek Inc. Century Clocks, SA
/s/ Xxxxxx Xxxx
------------------------
Century Clocks, SA
/s/ Xxxxxx Xxxxxxxx
------------------------
Century Clocks, SA
Date: April 30, 1999 Date: April 30, 1999
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