Exhibit No. 10.2
Ozolutions Inc.
Form 10-KSB
AGREEMENT OF EXCLUSIVE MARKETING AND SALES RIGHTS
This agreement of exclusive marketing and sales rights is made effective this
15th day of January, 2002, between Xxxxxxx Xxxxxx for Elce International Inc.,
hereinafter referred to as: "Patented Rights Owner" and Max Weissengruber for
Ozolutions Inc. hereinafter referred to as: "Distributor." Under the terms
described herein.
FIRST. The "Patented Rights Owner" hereby gives exclusive Canadian marketing and
sales rights to "Distributor," of his water activator products for one year and
an automatically renewal for three years if the terms outlined herein are
fulfilled.
SECOND. The "Distributor" will purchase in the first year a minimum of
seventy-fie units every three months, which will be made with an irrevocable
transferable and confirmed Letter of Credit. During the following years the
purchases must increase thirty percent each year.
THIRD. The "Distributor" agrees to hire a technician from outside Canada,
appointed by the "Patented Rights Owner," who will be in charge of training
Ozolution's personnel for the term of one year. The "Distributor" will provide
air fare to Canada, dwelling, food and monthly salary of two thousand U.S.
dollars to the technician.
FOURTH. The "Distributor" will have a forty percent discount off the valid price
list during the first year of this agreement. (Pricelist adjoined)
FIFTH. Both parties have agreed to pay five percent of sales for charity
purposes within the territory of Canada.
SIXTH. The "Distributor" will cession to the "Patented Rights Owner" twenty five
thousand restricted common shares, free of charge, for granting the concession
of the exclusive rights of the distribution and sales for the Canadian market;
or to Xx. Xxxxxxx Xxxxxx in his personal representation; Xx. Xxxxxx will decide
to whom will be the cession. The tradition of the share should be done within
the following ninety days.
SEVENTH. Due to the diverse application of Elce equipment, the "Distributor" is
obliged to meet the requirement of having a group of professionals related to
the different fields to which this equipment can be applied, professionals such
as: Civil Engineer, Chemical Engineer, Agronomist Engineer, Biologist, etc.
EIGHTH. The "Patented Rights Owner" will have forty-five days to deliver the
product from the date the Letter of Credit is received; also will endeavor to
have the product delivered on or before the expiration date of delivery.
Nevertheless, the failure to do so will not be deemed a default by the "Patented
Rights Owner" of the terms of this agreement and shall not be held liable to the
"Distributor" or any third parties on account of the late delivery.
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NINTH. The "Patented Rights Owner" will participate, prior approval, in some
advertisement and exhibitions to promote Elce devices in Canada.
TENTH. Both parties agree to provide each other, free of charge, special reports
regarding new applications of Elce equipment around the world.
ELEVENTH. The "Distributor" will deliver a monthly report to the "Patented
Rights Owner" on all marketing and sales projection.
TWELFTH. The "Distributor is obligated to sell all the equipment purchased under
this agreement within the territory of Canada.
THIRTEENTH. The "Distributor" agrees not to sell physical water treatment
devices that could be in conflict with Elce's technology.
FOURTEENTH. The "Distributor" shall not assign or transfer any interest in this
agreement without the prior written consent of the "Patented Rights Owner."
FIFTEENTH. This agreement shall govern by the laws of the country of
Switzerland.
SIXTEENTH. This document is not valid unless it is signed by the designed
representatives of both parties.
SEVENTEENTH. The breach of any part of this agreement will entitle the parties
to terminate it.
ENTIRE AGREEMENT: The terms and conditions set forth on the face of this
document plus those contained above represent the full and complete agreement of
the parties. Any modification thereto must be in writing and signed by both
parties. This agreement supersedes all previous discussion or agreements.
PATENTED RIGHTS OWNER DISTRIBUTOR
ELCE INTERNATIONAL INC. OZOLUTIONS INC.
XXXXXXX XXXXXX MAX WEISSENGRUBER
SIGNATURE /s/ SIGNATURE /s/
DATE: 20.2.02 DATE: February 11/02
Signature of Xxxxxxx Xxxxxx authenticated Signature of Max Weissengruber
by: Attorney at Law and Public Notary authenticated by: Attorney at Law
Xxxxxx Xxxxxx S. and Public Notary
Xxxxx X.X. Xxxxx, Q.C. LLB.
/s/ /s/
[stamp]
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