EXHIBIT 10.42
ACQUISITION AGREEMENT
This Acquisition Agreement (the "Agreement") is made and entered into as of this
20th day of February, 2003, by and between SOLPOWER CORPORATION, a Nevada
corporation, with its principal offices located at 0000 Xxxx Xxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxx 00000, hereinafter referred to as "Buyer", and DOMINION
CAPITAL PTY, LTD., or assigns, an Australian corporation, with its principal
offices located at 00 Xxxxxxx Xxxxx, Xx. Xxxxxxx, Xxxxxxxx 0000, Xxxxxxxxx,
hereinafter referred to as "Seller."
RECITALS
WHEREAS, Seller owns the sales, distribution, marketing and manufacturing rights
worldwide to the product, SOLTRON, the fuel-enhancing product.
WHEREAS, Buyer acquired from Seller the exclusive sales, distribution, marketing
and manufacturing rights to Soltron, encompassing the Xxxxx Xxxxxxxx xxxxxx
(Xxxxxx Xxxxxx, Xxxxxx and Mexico), pursuant to an Acquisition Agreement between
Seller and Buyer dated November 4, 1996, and amendments thereto, all attached
hereto as Appendix 1.
WHEREAS, Seller and Buyer desire to amend the Acquisition Agreement, dated
November 4, 1996, and amendments thereto, to extend the territory therein
defined, to a worldwide exclusive sales, distribution, marketing and
manufacturing right to the product, SOLTRON, on the terms and subject to the
conditions set forth in this Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the Recitals and the conditions and
representations hereinafter set forth, the parties agree as follows:
1. SELLER hereby agrees to deliver the exclusive world sales, distribution,
marketing and manufacturing rights for the product, SOLTRON.
2. BUYER hereby agrees to purchase the exclusive world sales, distribution,
marketing and manufacturing rights to the product, SOLTRON. For these
rights, Buyer agrees to issue nine million (9,000,000) shares of its Common
Stock. These shares shall be issued in the name of Seller and/or its
nominees.
3. Term of Contract - The term of this Agreement shall be twenty (20) years,
and the Buyer shall have the option to renew the Agreement for a further
twenty (20) years. This Agreement shall be in force upon the signing of
this Agreement by Buyer and by Seller, and can only be canceled for good
cause by notice in writing, by either party, with a ninety (90) day notice
of cancellation. The compensation obligations of Buyer and Seller arising
under this Agreement shall survive termination of this Agreement.
4. Confidential Information
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A. Confidential Information shall mean all information relating to
Seller's business provided by Seller to Buyer and identified in
writing as confidential at the time or within fifteen (15) days, of
the disclosure. Confidential Information does not include any material
or information of Seller that has been or may hereafter be acquired by
Buyer from any third person not under binder of secrecy to Seller,
which is made public by Seller, or which is otherwise in the public
domain.
B. Buyer shall not in any manner communicate the Confidential Information
of Seller to any third party without Seller's written consent. Buyer
shall not use the Confidential Information except for the purpose of
providing services for the benefit of Seller. Buyer shall treat the
Confidential Information with at least the same care in which Buyer
uses in the protection of Buyer's own proprietary information.
5. Independent Parties - Buyer and Seller are independent parties and nothing
contained herein shall be construed to mean otherwise. Any incidence of
agency of other relationship shall be specifically outlined and attached
hereto. Seller is not an employee or officer of Buyer and further
indemnifies Buyer against any claim by any Federal or State Agency
regarding the payment or withholding of employment related taxes on fees or
commissions paid by Buyer in accordance with this Agreement.
6. Requisite Authority - Each party represents to the other party that all
necessary corporate and/or such other approvals and authorizations needed
to make this Agreement enforceable have been obtained by the undersigned.
Each party will provide the other with documentation regarding such
approvals and authorizations within fifteen (15) days upon request by the
other party.
7. Liability/Indemnification - Seller/Buyer shall in no way be held
responsible or liable to Seller/Buyer or any other party for the
performance of Seller/Buyer or the failure of Seller/Buyer in any capacity
whatsoever in which the Seller/Buyer operates, including any and all
contracts which Seller/Buyer may have with other parties. Seller/Buyer
shall defend and hold harmless Seller/Buyer against any and all liability,
claim or demand on account of property loss or damage or others arising out
of or in any manner connected with the performance of this Agreement,
whether such injury, loss, or damage shall be caused by the negligence of
Seller/Buyer, its employees, or any other party for whom Seller/Buyer is
responsible, and Seller/Buyer, at its own expense, shall defend any and all
actions based thereon and shall pay all attorney's fees and all costs and
all other expenses arising therefrom; provided however, that this indemnity
shall not cover any liability for damages caused by or resulting from any
negligence of Seller/Buyer, his representatives, employees, or agents.
8. No Assignment - Neither party shall assign this Agreement or any rights or
obligations under this Agreement without the prior written consent of the
other party. Subject to the foregoing, this Agreement shall bind and inure
to the benefit of the respective parties hereto and their heirs, personal
representatives, successors and assigns.
9. Amendment or Modification - This Agreement may be amended or modified by,
and only by, a written instrument executed by all signing parties.
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10. Non-waiver - The waiver of one breach or default hereunder shall not
constitute the waiver of any subsequent breach or default.
11. Severability - In the event any one or more provisions of this Agreement
are determined to be invalid or unenforceable, such provision or provisions
shall be deemed severable from the remainder of this Agreement and shall
not cause the invalidity of the remainder of this Agreement.
12. Governing Law - This Agreement shall be governed by and construed in
accordance with the laws of the State of Arizona.
13. Currency - All dollar figures are represented in United States Dollars.
14. Arbitration - Any controversy, claim or dispute between the parties
directly or indirectly concerning this Agreement or the breach thereof, or
the subject matter hereof, including questions concerning the scope and
applicability of this arbitration clause, shall be finally settled by
arbitration in Scottsdale, Arizona in accordance with the rules then
pertaining to the American Arbitration Association with regard to
commercial arbitration.
15. Entire Agreement. This Agreement and the Exhibits hereto, as signed by the
parties, sets forth the entire Agreement and understanding of the parties
and merges all prior discussions and writings between them with regard to
the services to be provided under this Agreement.
The parties have executed this Agreement as of the date first set forth above.
SOLPOWER CORPORATION DOMINION CAPITAL PTY LTD
OR ASSIGNS
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxxx, Xxxxx X. Xxxx,
President & CEO Chairman & Managing Director
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