Dairene International
EXCLUSIVE
LICENSE
AGREEMENT
E-mail: xxxxxxx@xxx.xxx
DAIRENE INTERNATIONAL
Exclusive License Agreement This agreement made and entered into this 1st
day of November 2001, BY AND BETWEEN Dairene International, a corporation
organized and existing under the laws of the State of Nevada, with It's
principal office at 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx, Xxxxxxx 00000, called
hereinafter called DAIRENE and DIGCO & COMPANY, INC. with their principal office
at 0000 XX 00xx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000 (hereinafter called the
Licensee) Dairene grants to the Licensee the right to operate a Dairene license
within State of Florida (hereinafter called Specified Area).
WHEREAS Dairene agrees to provide Pureblend Products for the manufacture,
distribution and sale of Dairene Products. (See attached list)
WHEREAS The licensee represents that it is familiar with the market for
food products in the Specified Area and that it Is qualified and prepared to
produce or have produced and sell Dairene products In the mutual benefit of both
parties.
NOW THEREFORE In consideration of the promises and faithful performance of
the mutual covenants herein contained, IT IS AGREED.
I PRODUCT COVERED
A. Dairene will sell to the Licensee and the Licensee xxxx buy from
Dairene the minimum quantity of Pureblend Stabilizers as set
forth in Paragraph IV C herein, and required by the Licensee for
the production end sale of Dairene Products in the Specified
Area. Dairene snail supply from time to time any new formulas to
enable the Licensee to produce other products derived from the
use of Stabilizer.
B. Dairene shall not have the right to sell the Pureblend
Stabilizer, directly or indirectly to any other companies or
individuals in the specified area, Dairene will foward directly
to the Licensee any inquiries received from prospective customers
within the Specified Area, provided that the Licensee, in
Dairene's opinion, should handle or assist in the handling of
such negotiations and Inquiries locally.
C. Dairene recognizes that the Licensee shall purchase Stabilizer
directly from Dairene for its own use or the use of plants that
the Licensee might build or use in the future in the Specified
Area.
II DAIRENE OBLIGATIONS
DAIRENE WILL:
A. Xxxxxxx xxxx hereby warrants that all Stabilizers that are sold to
Licensee are free from injurious elements and are fit for human
consumption and meet all U S governmental rules and regulations when
produced as per instructions of Dariene.
Time Minimun Amount Required
From: Date of Execution
month
TO:
From:
month
TO:
V ARBITRATION
Any controversy or claims rising out of or relating to this (agreement, or
breach thereof, shall be settled in Miami, Florida by arbitration, according to
the rules then in force, of the American Arbitration Association This agreement
shall be enforceable and judgment upon such decision rendered in any arbitration
may be entered In any applicable jurisdiction.
VI DURATION
This agreement shad be in effect for ten (10) years from the date of execution
and shall continue from year to year thereafter subject to the right of either
party thereafter to terminate it at any time after the initial ten year period
upon giving of written notice to the other party not less than thirty days in
advance of any designation.
This agreement, however, may be terminated at any time by Dairene upon giving to
the Licensee written notice in the event that the conditions of this agreement
are in default or in the event that the Licensee shall be or become insolvent or
if there are Instituted by or against it, proceedings in bankruptcy or under
insolvency laws or for reorganization, receivership, dissolution or if it shall
make an assignment agreement for any cause whatsoever, Dairene may, at its
option cancel any or all unfilled orders and Dairene reserves the right to
purchase from Licensee and Licensee shall sell to Dairene, any or all Stabilizer
not sold or processed and all materials, books, catalogs, displays and
literature obtained by the Licensee pursuant to Article II C, and not used, at
the net price paid by Licensee or at the current net Licensee's price, whichever
Dairene elects.
Dairene upon giving the Licensee written notice in the event of a breach by the
Licensee, will allow the Licensee to correct the breach within thirty (30) days
of notice except if the breach is caused by adulterated products, failure to
maintain quality, production of product not following the approved formula for
Dairene Products, Licensee will be given written notice and three days to
correct the breach as Stated in the notice.
VII INSPECTION
Stabilizer will be inspected and tested during or upon completion of
manufacture In accordance with the standard practice of Dairene, without
additional charge. Any special lest required by the Licensee and agreed to
by Dairene will be charged extra to the Licensee.
VIII DELAY IN SHIPMENT
If at any time Stabilizer is ready for shipment and shipment is delayed for any
cause beyond the reasonable control of Dairene, the Licensee shall make payment
therefore and the Stabilizer In question will become the property of the
Licensee and thereafter, all handling, storage, insurance and other charges
relating to the Stabilizer shall be at the Licensee's expense, and charged to
Licensee's account.
IX LOSS OR DAMAGE CLAIM
Dairene, shall not be liable for loss, damage, detention or delays resulting
from any cause whatsoever beyond its reasonable control including, without
limitation, act of God, tire, flood, strike, lockout, factory shutdown, or
alternation; civil or military authority, priority request or order of the
United States Government or instruction of any Federal, State, of Local
Government or any department, agency, or representative thereof, insurrection,
riot, war, embargo, transportation shortage or delay, weather, accident or
inability to obtain Stabilizer from Dairene's usual sources. Dairene shall have
the right to allocate Stabilizer In such manner as it shall deem advisable.
Delivery dates will be extended to the extent of delays caused by the foregoing.
Dairene will not be liable to the Licensee for any loss or damage to the
Stabilizer while in transit or after delivery to Licensee's carrier as its
responsibility shall cease upon such delivery. All claims for shortage not due
to carrier must be made to Dairene within thirty days from receipt of shipment
Receipt of Stabilizer by Licensee shall constitute a waiver of all claims for
delay. In no event shall Dairene be liable for consequential damages.
X TERMINATION
Upon termination of this agreement, the Licensee shall discontinue immediately
all production and advertising of or reference to Dairene Products.
Dairene shall not be liable in any manner whatsoever on account of termination
or expiration of this agreement even though thereafter Dairene, another Licensee
or any other party may complete any transaction inaugurated by the Licensee. The
right of termination as provided Is absolute and the parties have considered the
possibility of this agreement and the possible loss and damages Incident to them
in the event of expiration or termination. It is further understood that Dairene
shall not be liable to the Licensee for damages in any form, at any time and for
any reason
XI COMPLETE AGREEMENT
This agreement supersedes and cancels any an all previous License Agreements and
contracts between parties relating to the Dairene Products, It expresses the
complete and final understanding of the parties In respect thereto and may not
be changed in any way except by an instrument in writing signed by both parties
XII WAIVER
The failure of Dairene to enforce at anytime any of the provisions, rights, or
options of this agreement shall in no way be considered to be a waiver of such
provisions, rights or options hereunder shall not preclude or prejudice Dairene
from exercising the same or any other rights or options it may have under this
agreement, irrespective of any previous action or proceeding taken hereunder
XIII CONSTRUCTION
This agreement shall be constructed and all rights, powers and liabilities of
the parties hereunder shall be determined in accordance with the laws of the
State of Florida.
XIV NOTICE
All notices provided for herein shall be given in writing by personal delivery,
registered mail, telegraph, fax or cable addressed to the party to be notified
at the address first above specified for such party.
XV FINAL APPROVAL
This agreement shall not become effective until and unless signed by (he
President of Dairene.
IN WITNESS WHEREOF, the parties hereto have set their hands as of the date first
above written.
Dairene International
By: /s/ Xxxxx Xxxxxxxx, President
/s/Babi Xxxxxx
Secretary or Assistant Secretary
By: /s/ Xxxxx Xxxxxxxx
Title: President
Witness: on file
Witness: on file
NOTE: If the Licensee (S a Corporation, this agreement shall be executed by its
President and attested by its Secretary with its Corporate Seal attached
Otherwise, there should be two witnesses to the Licensee's signature,
