Exhibit 10.8
AGREEMENT made as of the 1st day of June, 1996, by and between InnoPet
Inc., a Delaware corporation ("Inc."), and InnoPet Brands Corp., a Delaware
corporation ("Brands").
WITNESSETH:
The parties to this Agreement DO HEREBY AGREE as follows:
1. Inc. has been making, and will continue to make, each of the
payments (the "Payments") required by, or pursuant to, an Agreement, dated
November 9, 1995, by and between RSP II Xxxxxxx Bank Plaza, Ltd. and The
Original Pet Drink Company (the "Agreement"). Brands agrees to, and will, pay to
Inc. monies in respective amounts equal to the respective amounts of the
Payments made by Inc. after the date hereof. Brands agrees to, and will, make
each of such Payments with reasonable promptness after being informed by Inc, of
the amount to be paid. Notwithstanding the preceding sentence, in the event that
Inc. and/or an entity (other than Brands) controlled by Inc. occupies or
otherwise uses on more than a cursory basis a material portion (as reasonably
determined) of the premises (the "Premises") which are the subject of the
Agreement, the amount of the Payments by Brands to Inc. thereafter to be made
shall be reasonably reduced.
2. For use of the furniture, fixtures, office equipment and the like
(collectively "Assets") now situated in the Premises (a list of which is annexed
hereto and made a part
hereof), Brands will pay to Inc. a monthly fee equal to 1/60th of the aggregate
amount ("Assets Cost") paid by Inc. to acquire the Assets as reflected in the
books and records of Inc.
3. It is contemplated that all employees of Inc. (except Inc.'s chief
executive officer) will become the sole employees of Brands. Brands agrees to,
and will, hold Inc. harmless from and against any and all claims for
compensation made by any employee or alleged employee of Inc. for services
rendered or allegedly rendered to Inc. after the date hereof and during the term
of this Agreement. Both parties acknowledge that Inc.'s chief executive officer
will be Brands' chief executive officer and continue to hold both positions.
Neither party will receive compensation from the other party for the services
rendered by the chief executive officer.
4. To the extent that employees of Brands (the "Employees") provide
services (at the request or with the concurrence of Inc.) to or for the account
of Inc. or any subsidiary (other than Brands) of Inc., Inc. agrees to, and will,
pay Brands for such services with reasonable promptness after being informed by
Brands of the amount to be paid. Said amount to be paid by Inc. to Brands shall
be determined and be with respect to each employee of Brands providing said
services the compensation (reasonably determined by Brands) payable and paid by
Brands to such employee for the period of time spent by such employee providing
said Services to Inc.
5. Each of Brands and Inc. agrees to, and will, maintain complete and
accurate (in all material respects) books and records reflecting, inter alia,
the transactions contemplated
-2-
by this Agreement. Each of Brands and Inc. shall upon request to the other be
permitted at reasonable intervals to examine the other's books and records.
6.1 With respect to the Premises, this Agreement will terminate on June
30, 2004, at Brand's sole option, immediately upon Inc. no longer leasing the
Premises.
6.2 With respect to the Employees, either party to this Agreement may
terminate this Agreement upon at least 60 days' prior written notice to the
other which shall specify the date of termination. Such termination shall be
without prejudice to any rights or nullify any obligations under this Agreement
arising prior to its termination.
6.3 With respect to the Assets, this Agreement will terminate on April
30, 2001 or, at Brands' sole option, immediately upon Inc. no longer owning or
leasing the Assets.
IN WITNESS WHEREOF, the parties to this Agreement have executed and
delivered this Agreement as of the date first above set forth.
INNOPET INC.
By:______________________________
INNOPET
By:______________________________
-3-
