Joint Venture Distribution Rights Agreement
Exhibit 10V
AGREEMENT (the “Agreement”)
dated as of September 22, 2008 by and between Ecousable, having its
principal offices in Xxxxxxx Xxxxx XX 00000 (Hereinafter referred to
as “DISTRIBUTOR”) and SEYCHELLE
ENVIRONMENTAL TECHNOLOGY, INC. (Hereinafter referred to as the
“Company”), having its principal offices at 00000 Xxxxx Xxxxxxxx, Xxx Xxxx Xxxxxxxxxx, XX
00000.
WHEREAS,
DISTRIBUTOR now desires to be designated by the Company as a Joint Venture
partner of the water filtration products manufactured and sold by the Company
which products are described on Exhibit “A” hereto (and are
each herein referred to individually as a “Product” and, collectively, as the
“Products”), and thereby to have and hold the right to distribute and sell each
of the Products within The Territory described in Exhibit “B” and
at prices covered in Exhibit “C” and terms and
conditions described in Exhibit
“D” and
WHEREAS, the Company is
willing to designate and empower DISTRIBUTOR as a Joint Venture partner for the
distribution of the Products in The Territory on the terms and conditions set
forth herein.
NOW THEREFORE, in
consideration of the mutual covenants herein contained, and for other and good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree as
follows:
1. Grant of
Distribution Rights.
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A.
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The
Company hereby grants to DISTRIBUTOR the right to distribute and sell each
of the Products within the Territory. The Products are to be labeled under
the AquaSur, Seychelle, or Ecousable brand; or a brand name of one of
DISTRIBUTORS or Company’s
customers.
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B.
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The
parties hereto understand and agree that the scope of the rights so
granted (the Distribution Rights”) shall mean, include and encompass the
following:
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DISTRIBUTOR
acknowledges that it is not acquiring any Trademarks or Trade Secrets from
the Company as a part of this
Agreement.
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DISTRIBUTOR
acknowledges that it is not acquiring any rights to produce or use trade
names, literature, advertise or send out press releases pertaining to the
Company without the advanced written consent of the
Company.
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DISTRIBUTOR
shall be exclusively responsible for all sales, promotion and marketing
expenses relating to its distribution and sale of Products in The
Territory.
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DISTRIBUTOR
shall be responsible for all sales (Including the Internet) of the
stainless steel bottles within the territory, and manage all sales
representatives; either their own or those working for The Company.
Therefore, all sales of stainless steel bottles fall within this Joint
Venture Agreement.
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DISTRIBUTOR
and Company will share equally in all profit generated by all sales
efforts of both parties.
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2.
Products to be Sold
The
Company hereby agrees to sell to DISTRIBUTOR Products covered in Exhibit “A.”
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A.
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DISTRIBUTOR
shall be responsible for all costs of shipping the purchased Products from
point of manufacture, San Juan Capistrano,
California.
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B.
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The
Company represents and agrees that it will use all commercially
reasonable efforts to manufacture and
deliver any Products ordered by DISTRIBUTOR on a priority basis, but in
all events in a timely manner. Subject to availability of component parts
and Acts of God, the Company will ship all orders within 45 days of
receipt of funds.
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C.
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The
Company shall be responsible for all manufacturing, operations,
warehousing and shipping of all sales orders to all
customers.
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3. Indemnification.
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A.
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The
Company warrants and represents to DISTRIBUTOR that (i) the Company has
full power and authority to grant the Distribution Rights, (ii) no
approval or consent of any third party is required to enable the Company
to make such grant or for DISTRIBUTOR thereupon to be entitled to exercise
the full rights and benefits intended thereby, and (iii) the grant thereof
will not breach any license, patent or other right or agreement to which
the Company is a party with respect to the Company’s rights and authority
to manufacture and sell each of the
Products.
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B.
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The
Company shall defend and indemnify DISTRIBUTOR and hold its members,
managers, officers, employees and agents harmless against all claims and
losses (including reasonable attorney’s fees and costs incurred in
investigating or defending against any such claims) suffered by
DISTRIBUTOR in connection with or as a result of a breach of the
representation and warranty made by the Company in subsection A.
above.
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C.
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Conversely,
DISTRIBUTOR agrees that it shall defend and indemnify the Company and hold
its, managers, officers, employees and agents harmless against all claims
and losses (including reasonable attorney’s fees and costs incurred in
investigating or defending against any such claims) suffered by the
Company in connection with or as a result of the gross negligence,
misrepresentation, or willful misconduct of DISTRIBUTOR or its personnel
in the performance of its duties
hereunder.
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D.
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The
Company warrants that its Products are free from defects in materials and
workmanship exclusive of normal wear and tear. It further warrants that
the Products, if used for the purposes intended, will not cause bodily
harm or injury.
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4. Miscellaneous
Provisions.
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A.
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Modification: No
modification, waiver or amendment of any term or condition of this
Agreement shall be effective unless and until it shall be reduced to
writing and signed by both of the parties hereto or their legal
representatives.
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B.
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Complete
Agreement: This Agreement constitutes the entire
Agreement between the parties with respect to the subject matter hereof
and supersedes in all respects all prior proposals, negotiations,
conversations, discussions and agreements between the parties concerning
the subject matter hereof.
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C.
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Assignment: This
Agreement may not be assigned, in whole or in part, by either party hereto
without prior written consent shall not be unreasonably
withheld.
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D.
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Governing
Law: This Agreement shall be construed according to the
laws of the State of California and shall not be subject to any choice of
law provisions of such laws. This Agreement shall be binding
upon DISTRIBUTOR and the Company, and their respective successors and
assigns.
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E.
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Compliance with
Laws: The parties hereto represent and agree each for
itself that they and their respective employees, agents and subcontractors
will comply with all applicable federal, state, county and local laws,
ordinances, regulations and codes in the performance of their respective
services, duties and obligations under this
Agreement.
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F.
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Force
Majeure: Either party is excused from performance and
shall not be liable for any delay in performance or delivery or for
non-performance or non-delivery, in whole or in part, caused by the
occurrence of any contingency beyond the control of the parties including,
but not limited to, work stoppages, fires, civil disobedience, riots,
rebellions, accident, explosion, flood, storm, acts of God and similar
occurrences. Either party may terminate or suspend its obligations under
this Agreement if such obligations are prevented by any of the above
events to the extent such events are beyond the reasonable control of the
party whose reasonable performance is
prevented.
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G.
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Length of Agreement:
This agreement shall remain in force in
perpetuity.
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H.
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Termination: Either
party may terminate this Agreement with sixty (60) days written notice if
either party:
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1.
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Violates
any provision of this Agreement.
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2.
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Commits
a dishonest or illegal act.
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I.
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Non-Circumvent: Both
parties agree not to solicit each others
customers.
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J.
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Good Faith: Both parties
agree to deal with each other in good faith and fair dealing in all
activities in the Joint Venture.
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5. Survival
Provisions.
The terms
and provisions of the Agreement that by their sense and context to survive the
performance hereof by either party or by other parties hereto shall so survive
the completion of performance and termination of this Agreement, including
without limitation the making of any and all payments due hereunder unless
otherwise noted.
6. Confidentiality.
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A.
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The
information furnished or disclosed by either party to the other in
connection with this Agreement and the performance of the respective
party’s services, duties and obligations hereunder, may contain or reflect
confidential information with respect to the business operations and
practices of the parties, any selling properties and/or buying sponsors
(“Confidential Information”). Confidential Information furnished by either
party to the other shall be used exclusively and only in connection with
this Agreement.
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B.
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The
parties hereto acknowledge and agree that the unauthorized disclosure of
use of any Confidential Information may cause immediate and irreparable
injury to the party which has disclosed that Confidential Information to
the other party, injury which can not be adequately compensated by
monetary damages. Accordingly, each party hereto authorizes the other
party to seek any temporary or permanent injunctive relief necessary to
prevent such disclosure or use, or threat thereof. Further,
each party hereto consent to the jurisdiction of any federal or state
court sitting in the State of California for purposes of any suit seeking
such injunctive relief, and consents to the service of process therein by
certified or registered mail, return receipt
requested.
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ACCEPTED
AND AGREED BY:
| ECOUSABLE | |
| By: /s/ Xxxx Xxxxxxxxxx | Date ____9/22/08_______________ |
| Xx. Xxxx Xxxxxxxxxx, President | |
| SEYCHELLE ENVIRONMENTAL TECHNOLOGY, INC. | |
| By: /s/ Xxxxxxx Xxxxxxx | Date ____9/22/08_______________ |
| Mr.
Xxxxxxx Xxxxxxx
Executive
VP
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