AGREEMENT
This Agreement dated October 11, 1995
BETWEEN
SOLUCORP Industries, Ltd. ("SOLUCORP")
000 Xxxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
of the First Part
AND
Xxxx Xxxxx Remediation Limited ("JBRL")
Xxxx Xxxx Xxxxx
Xxxxxxxxxxx
Xxxxxx
Xxxxxxxxxx X00 0XX
of the Second Part
WHEREAS:
A. SOLUCORP is the beneficial owner of a patent-pending process to
stabilize heavy metal contaminated soils and sludges by the addition of
proprietary reagents to the contaminated soils/sludges under increased
moisture conditions (hereinafler referred to as "MBS')
B. SOLUCORP entering into an exclusive marketing arrangement with JBRL in
the United Kingdom for the purposes of increasing the marketing presence
and potential client base.
C. JBRL obtaining an exclusive marketing license in the Uiiited Kingdom for
the MBS process to increase its market penetration and revenues.
N0W THEREFORE THE PARTIES AGREE AS FOLLOWS:
The Companies mutually agree to the terms of the SOLUCORP Agreement identified
herein:
1. Exclusive Territory - Based upon the terms of this Agreement defined in this
document, SOLUCORP will grant an exclusive license to market the Company's MBS
product and future enhancements within a territory defined as the United
Kingdom. It is agreed by both parties that if SOLUCORP, in its normal course of
the Agreement. SOLUCORP will agree to provide the MBS proprietary reagents to
JBRL on an individual project basis, custom blended for each site by SOLUCORP's
manufacturer. It is further agreed that the parties will agree, in writing, to
the pricing on each project site.
2. JBRL to pay $50,000 (U.S.) within 60 days. It is agreed that JBRL will use
best efforts to to receive operating permits within the U.K. period during the
initial term of this agreement. After receipt of valid permits, JBRL will agree
to a performance agreement for the first 24 months of the exclusive agreement.
After the 24 month period has elapsed, all penalties will be in the form of
renegotiation of fees and/or discontinuation.
3. SOLUCORP will:
a. Provide MBS technology to JBRL on an exclusive basis for the United
Kingdom during the term of this Agreement.
b. Provide sufficient technical and marketing support to JBRL during the
Term of this Agreement.
4. Term - Both parties agree that the Term of this Agreement will be subject to
performance by both parties to meet the schedules above. The Term, in any case,
will be for 12 nuonths with two additional 12 month extensions based upon
payment of the fee discussed above and a 5 year option subject to performance by
both parties.
5. It is agreed that neither party is an agent of the other party during the
Term of this Agreement. All funding and personnel decisions are requirements
of the individual party unless otherwise indicated by mutual agreements in
writing.
6. JBRL employees and affiliates agree to the terms of the Confidentiality
Agreement already executed by the parties to include but not limited to all
proprietary products and equipment information.
7. The parties agree that this Agreement is subject to the laws of the United
States and all contractual issues will be subject to the laws of Bergen County,
New Jersey, U.S.A.
IN WITNESS THEREOF
The parties hereto affix their hands and seals the day and year first above
written.
SOLU
CORP
/s/ Xxxxx Xxxxxx 10-11-95
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Date
/s/ X.X. Xxxxx
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Witness
JBRL
/s/ [ILLEGIBLE]
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Date
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Witness
