TERMINATION AGREEMENT RE: MASTER DISTRIBUTION AGREEMENT
Exhibit
99.1 July 2, 2007 Termination Agreement
RE:
MASTER
DISTRIBUTION AGREEMENT
This
Termination Agreement, effective as of July 2, 2007, terminates that certain
MASTER DISTRIBUTION AGREEMENT, dated August 30, 2005, between Bravo! Brands
Inc., f/k/a Bravo! Foods International Corp., a Delaware corporation with its
principal place of business at 00000 X.X. Xxxxxxx 0, Xxxxx 000, Xxxxx Xxxx
Xxxxx, Xxxxxxx 00000 (hereinafter referred to as "Bravo"),
and
Coca-Cola Enterprises Inc., a corporation organized and existing under the
laws
of the State of Delaware, having its principal place of business at 0000 Xxxxx
Xxxxx Xxxxxxx, Xxxxxxx, XX 00000 (hereinafter referred to as "CCE".)
WHEREAS,
the parties have entered into the MASTER DISTRIBUTION AGREEMENT and mutually
desire to terminate such agreement as specifically provided herein;
NOW
THEREFORE for good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Effective
this July 2, 2007, except as otherwise specifically set forth herein, the MASTER
DISTRIBUTION AGREEMENT, including all Exhibits thereto, is terminated and all
provisions thereof are null and void and of no further force or
effect.
2. With
the
exception of Common Stock Purchase Warrant (No. 2005 B AUG-001) and the
obligations created by this Termination Agreement or as expressly set forth
herein, each
party, for itself and for its successors and assigns, shareholders, directors,
officers and employees, hereby forever and irrevocably releases and discharges
the other (including its respective successors and assigns, shareholders,
directors, officers and employees) from and against any and all claims, demands,
proceedings, causes of action, obligations, contracts, agreements, debts and
liabilities whatsover, known or unknown, suspected or unsuspected, both in
law
and in equity, which each such releasing party now has, has ever had, or may
have in the future, against the other party.
3. CCE
shall
fill customer orders unfilled as of the date of Termination Agreement.
4. CCE
may
continue to sell its inventory of Bravo Products in existence at CCE’s
warehouse(s) as of the date of this Termination Agreement (the "Remaining
Inventory") for a period of sixty (60) days commencing as of the date of this
Termination Agreement (the “Sell-off Period”), provided
that, in
each such case that:
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(a)
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All
relevant provisions of MASTER DISTRIBUTION AGREEMENT will continue
to
apply during the Sell-off Period;
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(b)
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At
the start of the Sell-off Period, CCE will furnish to Bravo a written
description (including quantity and location) of the Remaining Inventory
and all promotional materials by SKU.
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(c)
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Within
thirty (30) days of the date of termination or expiration of the
Sell-off
Period, CCE shall (i) destroy any and all Bravo Products not sold
by CCE
during the Sell-off Period if any, and all artwork and advertising
and
other promotional materials used or produced in connection with the
Bravo
Products or bearing the Marks then in CCE’s possession or under its
control (the "Remaining Goods") and (ii) will remove the Marks from
any
vending machines owned by CCE, and (iii) shall furnish Bravo with
written
certification of such destruction (or removal), provided
that CCE will delay destruction (or removal) of the Remaining Goods
for
such period, if any, as Bravo may reasonably request, during which
thirty
(30) day period CCE and Bravo will discuss in good faith alternate
arrangements for disposition of the Remaining Goods upon such terms
and
conditions as may be mutually agreed upon in writing by CCE and
Bravo.
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5. Except
as
may be necessary during the Sell-off Period as provided in this Termination
Agreement and the relevant provisions of MASTER DISTRIBUTION AGREEMENT, CCE
immediately (i) will discontinue making any representations regarding its status
as a distributor under the MASTER DISTRIBUTION AGREEMENT; (ii) will cease
conducting any activities with respect to the sale, distribution, promotion
or
advertising of the Bravo Products; (iii) will cease all use of the Marks; and
(iv) shall return to Bravo all property belonging to Bravo in CCE’s possession
or control.
6. Bravo
shall assume all CCE contractual obligations, if any, with regard to selling
Products to customers that may continue after the Sell-Off Period, or shall
cooperate in obtaining the assignment of such obligations to new Products
distributors.
7. Section
29 of the MASTER DISTRIBUTION AGREEMENT is hereby deleted in its entirety and
replaced with the following:
“Upon
any
termination of this Agreement, the respective obligations of Company and
Distributor under this Agreement shall terminate; provided,
however,
the
following obligations shall survive termination: obligations pursuant to
Sections 8, 16, 23, 26 and 29. Nothing contained in this Section 29 shall be
deemed or construed to relieve any party in breach of this Agreement from any
liability therefore.”
8. Capitalized
terms not otherwise defined herein have the same meaning as in the MASTER
DISTRIBUTION AGREEMENT.
IN
WITNESS WHEREOF,
the
parties have caused this Termination Agreement to be executed in duplicate
by
their duly authorized officers as of the day and year first above written.
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BRAVO!
BRANDS INC., f/k/a/ BRAVO! FOODS INTERNATIONAL
CORP.
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COCA-COLA
ENTERPRISES INC.
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/s/
By:______________________
Xxxxxxxx
Xxxxxx
President
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/s/
By:
___________________________
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