Exhibit 10.1
BIO-TEC ADDITIVES SUPPLY AND LICENSE AGREEMENT
This Agreement ("Agreement") is effective as of the date of the last signature
hereto ("Effective Date") between Bio-Tec Environmental, LLC, a limited
liability company organized and existing under the laws of the State of Nevada,
have a place of business at Albuquerque, New Mexico ("Bio-Tec") and XXXXX
CONTAINER CORP, a DELAWARE corporation organized and existing under the laws of
the State of Delaware, have a place of business at 0000 Xxx Xxxxxx Xx., Xxxxxxx
Xxxx, XX 00000 ("Purchaser").
BACKGROUND
A. Bio-Tec has developed certain products and owns certain intellectual
property, including intellectual property related to the biodegradation of
plastic products ("Invention").
B. Bio-Tec seeks the expanded use of its products and intellectual property
in plastic products and Purchaser desires to use Bio-Tec's products and
intellectual property for the manufacture and sale of plastic products
incorporating Bio-Tec's products and utilizing Bio-Tec's intellectual property,
all in accordance with the terms and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants contained herein, the sufficiency of which is hereby acknowledged, and
subject to the terms and conditions contained herein, the parties hereby agree
as follows:
Term. This Agreement is effective as of the Effective Date, and unless
terminated in accordance with Section 12 of this Agreement, shall continue in
force and effect for a period of no less than three (3) years ("Term").
Definitions. The following are defined terms under this Agreement:
"Bio-Tec Additives" means EcoPure and ASTM D 5511 - 02
"Designated Distribution Channel" means Xxxxx Container Corp. shall
manufacture pre-forms for Taste of Aruba - Premium Aruban Water. Taste of Aruba,
an affiliate of Xxxxx Container Corp., will blow the PET bottles at its'
bottling plant in Aruba, Dutch Carribean, and for distribution of their water
products in varying sizes throughout the world. Xxxxx Container shall have the
right to develop its' manufacturing base customer by customer with the express
written approval of Bio-Tec Environmental. Xxxxx Container `will not' sell
Bio-Tec's raw materials to a third party.
"Affiliates" means a person or entity that directly or indirectly through
one or more intermediaries controls, is controlled by, or is under common
control, with the person or entity specified. For purposes of this definition,
"control" and cognates thereof mean, with respect to an entity, the direct or
indirect ownership of (a) at least fifty percent (50%) of the capital stock or
share capital entitled to vote for the election of directors of the entity; or
(b) at least fifty percent (50%) of equity or voting interests of the entity, or
(c) the ability to otherwise direct the management and operations of the entity.
"Bio-Tec Trademarks" means the marks and logos described on the attached
Exhibit 1(f).
"Covered Products" - any product which, in the course of manufacture or
sale (a) utilizes any substance, composition, device, apparatus, method, or
process which embodies or uses the Technology or Bio-Tec Additives or Invention,
including improvements; or (b) bears or is marketed under Bio-Tec Trademarks.
"Effective Date" means the date set out in first paragraph of this
Agreement.
"Indemnitees" means Bio-Tec, LLC, its Affiliates, and their successors and
assigns, and the employees, officers, directors, stockholders, and members of
Bio-Tec, LLC and its Affiliates, and their respective heirs, executors,
administrators, and legal representatives.
"Purchase Order" means an order to purchase a specific quantity of a
Bio-Tec Additive submitted by Purchaser and accepted by Bio-Tec in accordance
with this Agreement, which refers to the specific Bio-Tec Additive products and
amounts to be purchased; price terms; scheduled delivery dates (unless submitted
on open delivery terms); and "sold to," "invoice to," and "ship to" addresses.
"Purchaser Product Specification" means the specifications, formulations,
processes, mixture ratios, minimum test results, and other information for the
use of Bio-Tec Additives in the manufacture by Purchaser of Covered Products
attached hereto as Exhibit 7(a).
"Technology" means Bio-Tec Additives and any and all information,
intellectual property rights, patent applications and patents, know-how,
show-how, substances, recipes, formulas, compositions, devices, apparatuses,
techniques, notes, books, writings or other documents, samples, prototypes,
models, trade secrets, methods, practices, processes, process parameters,
research and development information, software, data, inventions, including
improvements, changes, developments, and modifications thereto, which relate to
the Invention or Bio-Tec Additives, and are owned by Licensor and are presently
existing.
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3. Rights and Licenses Granted to Purchaser.
Technology License. Subject to the terms and conditions of this Agreement,
Bio-Tec hereby grants to Purchaser a non-exclusive license under the Technology
and Bio-Tec Additives limited to manufacture and sale of Covered Products
limited to the Designated Distribution Channel during the Term of this
Agreement. Purchaser may not grant any rights or sublicenses under this
Agreement to any third party without the prior express written consent of
Bio-Tec, which may be withheld for any reason. Except as expressly granted by
Bio-Tec to Purchaser herein, all rights and entitlements in and to the
Technology, whether now existing or that may hereafter come into existence, are
reserved to Bio-Tec. This Agreement shall not be construed to confer any other
rights upon Purchaser. Purchaser will not knowingly sell Covered Products that
include Bio-Tec Additives or that were manufactured using the Technology to
persons who intend or are likely to resell them outside of the Designated
Distribution Channel.
Trademark License. Subject to the terms and conditions of this Agreement,
Bio-Tec hereby grants to Purchaser, for the Term of this Agreement, a
non-exclusive license to use the Bio-Tec Trademarks on or in association with
the Covered Products in the Designated Distribution Channel, as well as on
packaging, promotional and advertising material associated therewith.
Outside of Designated Distribution Channel. Purchaser shall not make or
authorize any use, direct or indirect, of the Bio-Tec Trademarks, or like or
similar marks, outside of the Designated Distribution Channel and will not
knowingly sell Covered Products to persons who intend or are likely to resell
them outside of the Designated Distribution Channel.
4. Notices, Quality Control, and Samples.
The rights and licenses granted hereunder are conditioned upon Purchaser's
full and complete compliance with the marking provisions of the intellectual
property laws, if applicable, of the United States and foreign countries. The
Covered Products, as well as all promotional, packaging, and advertising
material relative thereto, shall include all appropriate legal notices as
required by Bio-Tec, including, but not limited to intellectual property
notices.
The Covered Products shall be of a high quality and manufactured in
conformity with the Purchaser Product Specifications..
If the quality of the Covered Products falls below a production-run
quality, or fails to meet the requirements of the Purchaser Product
Specifications, Purchaser shall use its best efforts to restore such quality.
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The failure of Purchaser to take appropriate steps to restore such quality after
notification by Bio-Tec will constitute a material breach of this Agreement
under Section 12(c).
From time to time, upon request from Bio-Tec, Purchaser shall submit
samples of Covered Products which Purchaser intends to manufacture and sell, so
that Bio-Tec can assure conformance with high quality requirements and Purchaser
Product Specifications.
The Purchaser agrees to permit Bio-Tec or its representative to inspect the
facilities where the Covered Products are being manufactured.
5. Obligations of Purchaser.. During the term of this Agreement, Purchaser
shall:
purchase exclusively, except as agreed upon in writing, from Bio-Tec any
and all materials and Bio-Tec Additives designed or intended to cause or
accelerate the biological degradation of Bio-Tec Products manufactured or sold
by the Purchaser;
purchase to the best of their ability the projected supply of Bio-Tec
Additives as set out on Exhibit 5(b);
use the Bio-Tec Additives in the manufacture of the Covered Products in
accordance with the terms and conditions of this Agreement;
use the logos and trademarks prominently as approved by Bio-Tec
Environmental;
require that customers or other persons acquiring Covered Products from
Purchaser use Covered Products only in the Designated Distribution Channel;
order, pay for, and take delivery of Bio-Tec Additives as set forth in
Sections 9 and 10 of this Agreement;
complete testing of the Covered Products in accordance with Section 7(b) of
this Agreement; and,
protect Bio-Tec's intellectual property rights and the confidentiality of
EcoPure's proprietary information as set forth in Section 11 of this Agreement;
(i) allow Bio-Tec to utilize Purchaser's trademarks and logos on Bio-Tec
promotional materials and Bio-Tec's website and to provide links on the Bio-Tec
website to Purchaser's website(s); and, (ii) to place the Bio-Tec Trademarks and
links to the Bio-Tec website on Purchaser's website; and,
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comply with the other duties and obligations of Purchaser under this
Agreement.
6. Obligations of Bio-Tec. During the term of this Agreement, Bio-Tec
shall:
(a) deliver the Bio-Tec Additives to Purchaser in accordance with the terms
and conditions of this Agreement. Unless otherwise agreed to in writing by the
parties, Bio-Tec will provide the Bio-Tec Additives to Purchaser in pelletized
form; and,
(b) comply with the other duties and obligations of Bio-Tec under this
Agreement.
7. Purchaser Product Specifications and Testing.
(a) Purchaser shall develop the Purchaser Product Specifications for
specific mixtures. The Purchaser Product Specifications for that mixture shall
be attached to this Agreement as Exhibit 7(a) which is incorporated herein as a
part of this Agreement. Separate Purchaser Product Specifications are required
for each mixture used by Purchaser to manufacture Covered Products, and
Purchaser shall only manufacture Covered Products utilizing Purchaser Product
Specifications for the mixture of specific polymers and other materials
identified in the Purchaser Product Specifications for that mixture. Prior to
the manufacture of Covered Products using a mixture of polymers and other
materials different than, or in different amounts than, contained in a Purchaser
Product Specification, Purchaser shall notify Bio-Tec. Purchaser shall be
responsible for and have liability for all Covered Products using mixtures
developed by Purchaser.
(b) Purchaser shall preferably complete the testing and obtain
certification of compliance with ISO and ASTM standards utilizing appropriate
third-party testing laboratories.
8. Pricing. Bio-Tec will initially provide Bio-Tec Additives to Purchaser
at the per kilogram prices set out on attached Exhibit 8. Bio-Tec may change the
per kilogram price for Bio-Tec Additives from time to time upon ninety (90) days
notice to Purchaser; provided that the per kilogram price shall not increase by
more than ten percent (10%) during any consecutive twelve (12) month period,
unless due to substantive increases in component costs.
9. Payment. Bio-Tec may invoice for Bio-Tec Additives upon shipment of such
Bio-Tec Additives pursuant to Purchase Orders. Payments shall be made to Bio-Tec
within thirty (30) days of invoice. If any invoice is not paid within such time,
Bio-Tec may, at its option, charge a late fee on any unpaid amount at a rate of
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one and one-half percent (1 1/2%) per month (18% per annum). The election of
Bio-Tec to charge a late fee on any unpaid amount shall not preclude Bio-Tec
from exercising other rights and powers under this Agreement, including the
right to terminate this Agreement for nonpayment in accordance with Section
14(a). Bio-Tec, at its sole discretion, may obtain credit risk insurance for the
benefit of Bio-Tec, from an insurer acceptable to Bio-Tec, and in the event that
Bio-Tec is unable to obtain such insurance with respect to Purchaser, Bio-Tec
may require prepayment, cash on delivery, or other payment terms for sale of
Bio-Tec Additives to Purchaser. The costs and expenses of credit risk insurance
shall be invoiced to Purchaser by Bio-Tec and paid over to Bio-Tec by Purchaser.
10. Affixation of Bio-Tec Trademarks on Covered Products and Marketing
Materials. Purchaser shall affix or display the Bio-Tec Trademarks on all
Covered Products and all marketing materials prepared by or for Purchaser
relating to Covered Products. Such Bio-Tec Trademarks shall be displayed only in
such form, manner, and placement on the Covered Product as specifically approved
in advance by Bio-Tec.
11. Protection of Intellectual Property and Proprietary Information.
(a) Protection of Intellectual Property Rights.
(i) The Bio-Tec Additives are formulated using valuable and proprietary
intellectual property held by Bio-Tec. Purchaser does not claim any ownership
rights with respect to the Technology used to manufacture the Bio-Tec Additives.
Purchaser agrees not to, directly or indirectly through any third party,
analyze, reverse engineer, formula reconstruct, or otherwise attempt to
ascertain the physical or chemical make-up of the Bio-Tec Additives. Purchaser
agrees not to modify or alter the Bio-Tec Additives. Any new or improved idea,
design, concept, improvement, or other invention made or developed by or for
Purchaser related to the biodegradation of plastic products shall be promptly
disclosed to Bio-Tec in a complete written disclosure. Purchaser hereby assigns
to Bio-Tec all right and interest in and to any such items, together with the
right to file patent applications in any country with respect thereto. Purchaser
shall, at the request of Bio-Tec and at the expense of Bio-Tec, cause patent
applications to be filed thereon in the manner requested by Bio-Tec and shall
promptly assign such applications to Bio-Tec, and shall cause to be executed all
such other instruments and documents as Bio-Tec may reasonably request in
connection therewith.
(ii) The Technology constitutes valuable trade secrets of Bio-Tec, and is
the proprietary and confidential property of Bio-Tec. Accordingly, Purchaser
shall not, without the prior express written consent of Bio-Tec, disclose or
reveal to any third party or utilize for its own benefit other than pursuant to
this Agreement, any such Technology. Purchaser further agrees to take all
reasonable precautions to preserve the confidentiality of Technology and shall
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assume responsibility that its employees will similarly preserve this
information against disclosure to third parties or use other than in accordance
with this Agreement.
(iii) Purchaser acknowledges Bio-Tec's exclusive rights in the Bio-Tec
Trademarks and further acknowledges that the Bio-Tec Trademarks are unique and
original to Bio-Tec and that Bio-Tec is the owner thereof. Purchaser shall not,
at any time during or after the term of the Agreement dispute or contest,
directly or indirectly, Bio-Tec's exclusive right and title to the Bio-Tec
Trademarks or the validity thereof. In the event that Purchaser publicly
questions or challenges, directly or indirectly, the validity of the Bio-Tec
Trademarks or assists any other person in doing so, Bio-Tec shall have the right
to terminate this Agreement. Purchaser agrees that its use of the Bio-Tec
Trademarks inures to the benefit of Bio-Tec and that the Purchaser shall not
acquire any rights in the Bio-Tec Trademarks.
(iv) It is agreed and understood that this Agreement is, in part, a license
of the Technology and know-how incorporated into the Invention and a license to
use Bio-Tec Trademarks. In the event that a patent does not issue or is
subsequently held to be invalid by a court of the United States or foreign
country or countries, such failure to issue or holding of invalidity shall not
render this Agreement invalid. In the event Purchaser questions or challenges,
directly or indirectly, the validity of any Bio-Tec patent rights or assists any
other person in doing so, Bio-Tec, at its sole option, can automatically
terminate this Agreement.
(b) Protection of Proprietary Business Information. In addition to the
disclosure by Bio-Tec to Purchaser of Technology, the use and disclosure of
which is subject to Section 11(a)(ii), above, prior to the term of this
Agreement Bio-Tec and Purchaser may have exchanged, and during the term of this
Agreement, Bio-Tec and Purchaser may exchange other information which may
represent confidential and proprietary business information of the other and
which may include, but not be limited to, business plans, product applications,
studies, reports, and other technical and business information (hereinafter
referred to as "Proprietary Business Information"). Bio-Tec and Purchaser agree
to hold all Proprietary Business Information of the other in trust and
confidence and not disclose or use such Proprietary Business Information except
for the purposes of this Agreement. The provisions of this Section 11(b) shall
not restrict disclosure or use of information that is: (i) already known to the
recipient except by reason of disclosure by a party to this Agreement, as
evidenced by the records of the recipient; (ii) obtained without restriction as
to further disclosure from a source other than the disclosing party, which
source is under no obligation (written or otherwise) of confidentiality to
Bio-Tec or Purchaser; (iii) generally available to the public when received, or
thereafter becomes generally available to the public through no fault of the
recipient; or, (iv) developed independently by the recipient without access to
the Proprietary Business Information of the other party. Notwithstanding the
foregoing restrictions, a party and its personnel may use and disclose any
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Proprietary Business Information to the extent required by an order of any court
or other governmental authority, or as necessary for it or them to protect their
interest in this Agreement, but in each case only after the other party has been
so notified and has had the opportunity, if possible, to obtain reasonable
protection for such information in connection with such disclosure.
(c) Disclosures for Marketing Purposes. In the event that Purchaser desires
to disclose Technology or Bio-Tec Proprietary Business Information to potential
customers for purposes of the marketing and sale of Covered Products, Purchaser
shall provide Bio-Tec with written notice of such desire and shall make such
disclosures only with the advance written approval of Bio-Tec, and in such form
and under such restrictions and written agreements as may be required by Bio-Tec
related to the disclosures.
12. Termination and its Effects.
(a) Failure of Purchaser to Pay Bio-Tec. Bio-Tec may terminate this
Agreement by written notice to Purchaser in the event that Purchaser fails to
pay any amount due to Bio-Tec under this Agreement within ten (10) days
following written demand for payment.
(b) Failure of Purchaser to Meet Minimum Purchase Requirements. Bio-Tec may
terminate this Agreement by written notice to Purchaser in the event that
Purchaser fails to purchase at least the quarterly minimum quantities of Bio-Tec
Additives for any quarterly period as set out on Exhibit 5(b) within ten (10)
days following written demand.
(c) Breach. This Agreement may be terminated by either party for a material
breach by the other party of the provisions of this Agreement. Such termination
shall be effective sixty (60) days after written notice to the other party of
the breach if the breach has not been remedied to the satisfaction of the
non-breaching party within such sixty-day period.
(d) Purchaser's Financial Condition. This Agreement will terminate
automatically on the date of liquidation or cessation of business, insolvency,
or voluntary or involuntary petition in bankruptcy of Purchaser.
(e) Effect of Termination on Purchaser. Upon termination of this Agreement,
Purchaser shall cease using Technology and the Bio-Tec Trademarks and cease the
manufacture and sale of Covered Products; provided, however, that Purchaser may
continue to sell in the ordinary course of business Covered Products that are
either: (i) manufactured after the date of termination utilizing Bio-Tec
Additives purchased from Bio-Tec prior to the date of termination; or, (ii)
fully manufactured and in Purchaser's normal inventory at the date of
termination, provided, in each case, that all monetary obligations of Purchaser
to Bio-Tec have been and continue to be satisfied and Purchaser otherwise
complies with the terms and conditions of this Agreement.
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(f) Survival of Certain Provisions on Termination. The provisions of
Sections 9, 10, 11, 13, 14, and 15 of this Agreement shall survive the
expiration or any termination of this Agreement.
13. Indemnification/Insurance.
(a) Indemnification. Purchaser shall defend, indemnify and hold the
Indemnitees harmless from any and all claims, demands, actions and causes of
action against the Indemnitees, and each of them, whether groundless or not, in
connection with any and all injuries, losses, damages or liability of any kind
whatsoever arising, directly or indirectly, out of the manufacture or sale of
the Covered Products by the Purchaser. This indemnification obligation shall
include, without limiting the generality of the foregoing, reasonable attorney
fees and other costs or expenses incurred in connection with the defense of any
and all such claims, demands, actions, or causes of action.
(b) Insurance. Without limiting Purchaser's indemnity obligations under
Section 15(a) above, prior to the commercial sale by Purchaser of any Covered
Product, Purchaser shall acquire a liability insurance policy with coverage in
an amount not less than two million dollars ($2,000,000) per occurrence for
bodily injury and two million dollars ($2,000,000) per occurrence for property
damage.
14. Disclaimer of Warranties and Limitations. EXCEPT AS EXPRESSLY SET FORTH
IN THIS AGREEMENT, BIO-TEC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AS TO THE SUITABILITY OR
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY PRODUCTS OR
TECHNOLOGY FURNISHED HEREUNDER OR FOR ANY COVERED PRODUCTS MANUFACTURED BY
PURCHASER. IN NO EVENT SHALL BIO-TEC BE LIABLE FOR ANY LOST OR ANTICIPATED
PROFITS, OR ANY INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL
DAMAGES, REGARDLESS OF WHETHER BIO-TEC WAS ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
15. Miscellaneous.
(a) Assignment. No assignment or transfer of this Agreement or any right or
license granted under this Agreement, including an assignment or transfer by
operation of law pursuant to a merger, liquidation, foreclosure, or involuntary
sale in bankruptcy shall be permitted by Purchaser or shall be effective or
binding upon Bio-Tec without the prior written consent of Bio-Tec. Bio-Tec shall
have no obligation to consent to any such assignment or transfer and may in its
discretion withhold its consent.
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(b) Arbitration. Any controversy or claim arising under or related to this
Agreement shall be settled by arbitration in Albuquerque, New Mexico before a
single arbitrator in accordance with the Commercial Arbitration Rules of the
American Arbitration Association. Judgment on the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof.
(c) Legal Compliance. Purchaser shall comply with all laws and regulations
relating to its use of the Bio-Tec Additives and the manufacture and sale of
Covered Products.
(d) Independent Contractor. Purchaser's relationship to Bio-Tec shall be
that of an independent contractor only. Purchaser shall not be the agent of
Bio-Tec and shall have no authority to act for or on behalf of Bio-Tec in any
matter. Persons retained by Purchaser as employees or agents shall not by reason
thereof be deemed to be employees or agents of Bio-Tec.
(e) Use of Names. Except for permitted uses of the Bio-Tec Trademarks under
this Agreement, Purchaser shall obtain the prior written approval of Bio-Tec
prior to making use of its name, trademarks, or service marks for any commercial
purpose.
(f) Place of Execution. This Agreement shall be deemed to have been
executed in the State of New Mexico, U.S.A.
(g) Governing Law. This Agreement and all amendments, modifications,
alterations, or supplements hereto, and the rights of the parties hereunder,
shall be construed under and governed by the laws of the State of New Mexico and
the United States of America.
(h) Entire Agreement. This Agreement and any non-disclosure or
confidentiality agreement entered into previously by the parties constitute the
entire agreement between Bio-Tec and Purchaser with respect to the subject
matter hereof and shall not be modified, amended or terminated except by another
agreement in writing executed by the parties hereto.
(i) Severability. All rights and restrictions contained herein may be
exercised and shall be applicable and binding only to the extent that they do
not violate any applicable laws and are intended to be limited to the extent
necessary so that they will not render this Agreement illegal, invalid or
unenforceable. If any provision or portion of any provision of this Agreement
not essential to the commercial purpose of this Agreement shall be held to be
illegal, invalid or unenforceable by a court of competent jurisdiction, it is
the intention of the parties that the remaining provisions or portions thereof
shall constitute their agreement with respect to the subject matter hereof, and
all such remaining provisions or portions thereof shall remain in full force and
effect. To the extent legally permissible, any illegal, invalid or unenforceable
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provision of this Agreement shall be replaced by a valid provision that will
implement the commercial purpose of the illegal, invalid or unenforceable
provision. In the event that any provision essential to the commercial purpose
of this Agreement is held to be illegal, invalid or unenforceable and cannot be
replaced by a valid provision that will implement the commercial purpose of this
Agreement, this Agreement and the rights granted herein shall terminate.
(j) Force Majeure. Any delays in, or failure of, performance of any party
to this Agreement shall not constitute default hereunder, or give rise to any
claim for damages, if and to the extent caused by occurrences beyond the control
of the party affected, including, but not limited to, acts of God, strikes or
other work stoppages; civil disturbances, fires, floods, explosions, riots, war,
rebellion, sabotage, acts of governmental authority, shortage of materials, or
failure of governmental authority to issue licenses or approvals that may be
required. Any nonperformance or delay of Purchaser subject to this Section 18(j)
that is in excess of one hundred eighty (180) days will constitute a material
breach of this Agreement under Section 14(b).
(k) All notices and other communications shall be hand delivered, sent by
private overnight delivery service, or sent by registered or certified U.S..
mail, postage prepaid, return receipt requested, and addressed to the party to
receive such notice or other communication at the address given below, or such
other address as may hereafter be designated by notice in writing:
If to Bio-Tec: Bio-Tec Environmental, LLC
Attn: Xxxx Xxxx
0000 Xxxxxxxx Xxx., Xxxxx 000
Xxxxxxxxxxx, XX 00000
If to Purchaser: Xxxxxx Xxxxx
Xxxxx Container Corp.
0000 Xxx Xxxxxx Xx.
Xxxxxxx Xxxx, XX 00000
Such notices or other communications shall be effective upon receipt by an
employee, agent or representative of the receiving party if hand-delivered, on
the next business day following delivery to a private overnight delivery
service, or, if mailed, five (5) days after the date mailed.
(l) State and Local Taxes. Customer shall file all reports and pay all
state and local sales, use, gross receipts, compensating, or other like taxes
imposed upon Bio-Tec by reason of the services or products provided by Bio-Tec
to Purchaser under this Agreement.
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The parties have caused this Agreement to be executed by their respective
duly authorized officers.
BIO-TEC ENVIRONMENTAL, LLC [Purchaser Company Name]
/s/ Xxxx Xxxx
--------------------------------
Xxxx Xxxx [Purchaser Executive Name]
CEO and President [Purchaser Executive Title]
Dated this 11th day of November, 2009 Date:
Xxxxx Container Corp.
/s/ Xxxxx X. Xxxxx
--------------------------------
Xxxxx X. Xxxxx - President & CEO
Dated this 5th day of November, 2009
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Exhibit 5(b)
Supply Projections for EcoPure
TASTE OF ARUBA - PREMIUM ARUBA WATER
NUMBER OF 24 BOTTLE 500ML CASES PRODUCED
YEAR 2010
1st Quarter 20,000 Cases
2nd " 40,000 "
3rd " 60,000 "
4th " 80,000 "
YEAR 2011
1st Quarter 125,000 Cases
2nd " 270,000 "
3rd " 577,000 "
4th " 999,000 "
YEAR 0000
0xx Xxxxxxx 1,146,000 "
2nd " 1,359,000 "
3rd " 1,752,000 "
4th " 2,231,000 "
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Exhibit 7(a)
Purchaser Product Specifications
[TO BE PROVIDED BY PURCHASER]
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Exhibit 8
Pricing for Bio-Tec Additives
ECOPURE ADDITIVE (GENERATION 1): THE FASTEST ENVIRONMENTAL
SOLUTION.
* 0th.
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* . * 0th.
* 0th. 165 lb * 0th. $21.45/lb
* 0th. * 0th.
* 0th. * 0th.
* 0th. 75 kg or less * 0th. $47.20/kg
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* . * 0th.
* 0th. 166 lb.- 4,199lb * 0th. $17.73/lb
* 0th. * 0th.
* 0th. 76 kg - 1,908 kg * 0th.
* 0th. $39.01/kg
* 0th.
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* . * 0th.
* 0th. 4,200 lb.. - 9,999lbs * 0th. $15.45/lb
* 0th. * 0th.
* 0th. 1,909 kg -4,545kg * 0th. $33.98/kg
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* .
* 0th. 10,000lbs - 19,999lbs $15.22/lb
* 0th.
* 0th. 20,000lbs - 39,999lbs $14.99/lb
* 0th.
* 0th. 40,000lbs or over $14.53/lb
EcoPure is packaged in 25kg boxes and 700kg Gaylords.
Prices are FOB Houston, TX USA and do not include shipping and handling.
