Exhibit 10.11
DISTRIBUTORSHIP AGREEMENT
THIS AGREEMENT is entered into as of the 1st day of August 2002 by and
between XXXXXXXXXXX, INC., a North Carolina corporation (hereinafter referred to
as "Xxxxxxxxxxx"), and AMERICAN SOIL TECHNOLOGIES, INC., a Nevada corporation
(hereinafter referred to as the "Distributor").
WITNESSETH
WHEREAS, Xxxxxxxxxxx is a manufacturer of certain superabsorbent and other
polymer products, more particularly described on Schedule A attached hereto (the
"Products"), which products are manufactured for use in applications involving
the agriculture market, and
WHEREAS, Distributor is a distributor in North America in the soil and
water treatment business and also manufactures and sells soil amendments,
including soil amendments made with polymers, and
WHEREAS, Xxxxxxxxxxx desires that Distributor distribute the Products, to
certain markets, described in Schedule B attached hereto (the "Markets"), within
the geographic areas described in Schedule C attached hereto (the "Territory"),
all on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth and subject to the following terms and conditions, the parties agree as
follows:
1. Appointment of Distributor. Xxxxxxxxxxx hereby appoints and designates
Distributor, effective as of the date hereof, as Xxxxxxxxxxx'x sole and
exclusive distributor, unless otherwise noted in Schedule B, of the Products
(each individually a "Product" and collectively the "Products") to the Markets
within the Territory.
2. Performance by Xxxxxxxxxxx.
(a) Xxxxxxxxxxx agrees to supply Products to Distributor for sale to
the Markets within the Territory.
(b) Xxxxxxxxxxx shall not be liable for any failure on its part to
fill any order, or any delay in filling any order, if such failure or delay
is due to any cause beyond the control of Xxxxxxxxxxx, such as strike,
fire, flood, other natural disaster, embargo, accident, or inability of
Xxxxxxxxxxx to obtain materials, fuel or labor, or due to war,
expropriation, confiscation, priority or other ruling, instruction, order
or interference by civil or military authorities, whether legal or de
facto, or due to transportation delays or any other cause beyond the
control of Xxxxxxxxxxx.
(c) Xxxxxxxxxxx may from time to time in its sole discretion
discontinue production and sale of one or more of the Products without
liability to Distributor. Xxxxxxxxxxx shall give Distributor at least
ninety (90) days prior written notice of such discontinuation and shall
fill all orders reasonably placed by Distributor prior to the expiration of
such period of notice.
(d) If Xxxxxxxxxxx discontinues production of a Product and then
decides to produce such Product, or a replacement Product, such Product or
replacement Product, as the case may be, shall be included in the term
"Products" and shall be subject to the terms and conditions of this
Agreement. Inclusion of a replacement Product in the definition of Products
shall require the consent of Distributor, which consent shall not be
unreasonably withheld. Notwithstanding the foregoing, Distributor agrees
that its consent shall not be required if the replacement Product performs
as the functional equivalent of or better than the discontinued Product and
the price for such replacement Product is comparable to the discontinued
Product.
(e) Xxxxxxxxxxx agrees to supply Distributor, or Distributor's
designee (which designee must be approved in writing by Xxxxxxxxxxx), as
the case may be, with Product or Products that accord with the certificates
of analysis accompanying such Products and are in accordance with the terms
and conditions of this Agreement and purchase orders submitted and accepted
in accordance with Section 5 herein.
(f) Technical Support. Xxxxxxxxxxx shall provide such technical
support to the Distributor for its efforts to sell Product during the term
of this Agreement as deemed reasonable by Xxxxxxxxxxx.
3. Performance by Distributor.
(a) Distributor shall promote the sale of the Products to the Markets
in the Territory. Distributor shall make regular calls on the Markets in
the Territory and shall advise the Markets on both commercial and technical
matters. Xxxxxxxxxxx agrees to provide advisory support to Distributor in
its research and sales efforts of a quantity, nature and duration
determined by Xxxxxxxxxxx in its sole discretion.
(b) Distributor shall provide to Xxxxxxxxxxx monthly and annual
written reports in form and substance acceptable to Xxxxxxxxxxx on
Distributor's efforts and sales, and Distributor shall participate in
quarterly informational meetings with Xxxxxxxxxxx representatives,
regarding the activity of any competitors and the Distributor's activity
during the period.
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(c) During each twelve month period extending from January 1 through
December 31 (the "Twelve Month Period") that this Agreement is in effect,
Distributor shall purchase from Xxxxxxxxxxx (or arrange for the purchase
from Xxxxxxxxxxx by a designee approved by Xxxxxxxxxxx pursuant to Section
2(e) above) no less than a certain agreed upon aggregate minimum purchase
quantity of the Products. The annual aggregate minimum purchase quantity
for the Products for the Twelve Month Periods beginning as of January 1,
2002, January 1, 2003 and January 1, 2004 are set forth on Schedule D
attached hereto. Thereafter, the annual aggregate minimum purchase quantity
shall be renegotiated in good faith annually taking into account without
limitation the previous years sales, market conditions, discontinued
Products, the efficacy and time to market of any substitute or replacement
Products, and any price changes. In no event, however, shall the annual
aggregate minimum purchase quantity ever be less than the quantity for
January 1, 2004 indicated on Schedule D attached hereto or less than ninety
percent (90%) of the actual aggregate quantity of the Products purchased by
Distributor during the immediately preceding Twelve Month Period. The
parties will use good faith efforts to agree upon the annual aggregate
minimum purchase quantity for the next Twelve Month Period no later than
December 31 of the current Twelve Month Period. The annual aggregate
minimum purchase quantity for the Products for such Twelve Month Period
shall be the greater of the quantity for January 1, 2004 indicated on
Schedule D attached hereto or ninety percent (90%) of the actual aggregate
purchase quantity of the Products purchased by Distributor during the
immediately preceding Twelve Month Period. If production and sale of a
Product is discontinued by Xxxxxxxxxxx and if such discontinued Product is
not replaced by a replacement Product pursuant to Section 2(d) hereof, then
the annual aggregate minimum purchase quantity for the Products for the
Twelve Month Period in which such discontinuance takes place shall be
reduced by an amount of Products equal to the percentage of such annual
aggregate minimum purchase quantity which is equal to (i) the actual amount
of the discontinued Product purchased by Distributor during the immediately
preceding Twelve Month Period divided by (ii) the actual aggregate quantity
of the Products purchased by Distributor during the immediately preceding
Twelve Month Period.
(d) Xxxxxxxxxxx shall maintain during the term of this Agreement, and
any renewal or extension thereof, the labeling registrations required under
the applicable state law, if any, for it to be able to sell and distribute
the Products in each respective state. All reasonable costs associated with
maintaining such registrations shall be reimbursed by Distributor to
Xxxxxxxxxxx upon written request by Xxxxxxxxxxx. Distributor shall obtain
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and maintain at its own expense during the term of this Agreement, and any
renewal or extension thereof, any other licenses or registrations required
under applicable law for it and Xxxxxxxxxxx to be able to sell and
distribute the Products pursuant to this Agreement. Xxxxxxxxxxx agrees to
cooperate as reasonably necessary in the course of Distributor's efforts to
obtain and maintain such other licenses and registrations. Further,
Distributor shall keep Xxxxxxxxxxx apprised of all requirements imposed by
any state within the Territory.
(e) While this Agreement is in effect, the Distributor shall not
market or sell to the Markets in the Territory any products that compete
with the Products without Xxxxxxxxxxx'x prior written consent.
4. Price. Prices to be charged by Xxxxxxxxxxx and paid by Distributor for
the Products shall be "FOB" Xxxxxxxxxxx'x U.S. warehouse facility. Prices
charged by Xxxxxxxxxxx shall be according to the agreed upon price structure
attached as Schedule E to this Agreement (the "Price List"), which prices shall
be subject to amendment by Xxxxxxxxxxx from time to time, but only if
Xxxxxxxxxxx experiences a material change in the cost of raw materials, or other
supply, and then only upon ninety (90) days' prior written notice to
Distributor. Xxxxxxxxxxx may agree from time to time, at its sole discretion, to
warehouse Products for Distributor. In each such case, Distributor agrees that
it shall reimburse Xxxxxxxxxxx for all costs associated with warehousing such
Products.
5. Purchase Orders. All purchase orders submitted by Distributor must be
accepted by Xxxxxxxxxxx to bind Xxxxxxxxxxx. Any terms proposed by Distributor
in a purchase order that are additional or different than those set forth in
this Agreement are hereby rejected unless expressly assented to in writing by
Xxxxxxxxxxx. Failure of Xxxxxxxxxxx to object to provisions contained in any
purchase order or other communication from Distributor shall not be construed as
a waiver of this Section or, an acceptance of such purchase order terms that are
additional or different than those set forth in this Agreement.
6. Shipment. The Products shall be shipped FOB Xxxxxxxxxxx'x U.S. warehouse
facility. The minimum quantity that must be ordered in a given shipment is one
truckload of Products, with a truckload equal to approximately 40,000 pounds of
Products unless otherwise agreed to prior by both parties. Unless Distributor is
notified otherwise by Xxxxxxxxxxx, the Products will be shipped within seven (7)
business days of acceptance of an order.
7. Payment. Distributor shall pay Xxxxxxxxxxx in full for the Products
within forty five (45) days of date of invoice of each shipment of such
Products, unless otherwise mutually agreed in writing by the parties hereto. All
invoices are payable at Xxxxxxxxxxx'x Greensboro, North Carolina address in
lawful money of the United States. Distributor, and not Xxxxxxxxxxx, shall be
solely responsible for all risks of nonpayment for Products distributed by
Distributor to its customers or any other third party on credit.
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8. Taxes, Tolls, Etc. In the event that Xxxxxxxxxxx may be required to pay
any federal, provincial, state or municipal taxes, tolls, excises or charges
(including, without limitation, tonnage fees), other than income taxes, upon the
sale or transportation of the Products sold hereunder, Distributor shall
reimburse Xxxxxxxxxxx for the same immediately upon written demand therefore
being made by Xxxxxxxxxxx.
9. Marketing. Distributor shall develop and fund a marketing plan
acceptable to Xxxxxxxxxxx for the Products and shall use commercially reasonable
efforts to actively market the Products. Such efforts shall include, without
limitation, advertising, direct mail, trade show participation, and the
distribution of Product samples.
10. Labeling. Any Products packaged or repackaged by either Distributor or
Xxxxxxxxxxx shall be labeled in accordance with all applicable laws. Xxxxxxxxxxx
shall have the right to monitor such labeling to make sure that its trademarks
are being properly used and protected. Xxxxxxxxxxx shall keep Distributor
informed of its labeling policies and any changes to those policies as may be
made from time to time.
11. Intellectual Property Rights
(a) Xxxxxxxxxxx hereby grants Distributor a license to use its
STOCKOSORB(R) and STOCKOPAM(R) trademarks (the "Marks") solely in connection
with the Products, and the sale and promotion thereof. Distributor acknowledges
and agrees that its use of Marks will be limited to instances in which it sells
original, unopened packages or containers of Product as received from
Xxxxxxxxxxx. In other instances Distributor shall use its own trademarks in
connection with the sale and promotion of the Product. Furthermore, Distributor
agrees to use the Marks only in the form and manner and with appropriate legends
as prescribed from time to time by Xxxxxxxxxxx. Distributor acknowledges
Xxxxxxxxxxx'x ownership of the Marks, and Distributor agrees that it will do
nothing inconsistent with such ownership, and that all use of the Marks by
Distributor shall inure to the benefit of and be on behalf of Xxxxxxxxxxx.
Distributor agrees that nothing in this Agreement shall give Distributor any
right, title or interest in the Marks, other than the right to use the Marks,
and distribute the Products in accordance with this Agreement. Distributor
agrees that it will not attack the title of Xxxxxxxxxxx to the Marks.
(b) Distributor shall utilize the Marks pursuant to this Agreement in the
format directed by Xxxxxxxxxxx in writing. Distributor shall maintain a
consistently high quality for all goods that will bear the Marks.
(c) Distributor agrees to notify Xxxxxxxxxxx of any unauthorized use of the
Marks by it or others promptly as such use comes to Distributor's attention.
Xxxxxxxxxxx shall have the sole right and discretion to bring infringement or
unfair competition proceedings involving the Marks.
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12. Quality; Remedies for Nonconforming Product. Xxxxxxxxxxx warrants only
that the Products sold hereunder shall be in compliance with the specifications
agreed upon from time to time by the parties hereto and set forth in the
certificate of analysis (the "C of A") accompanying each order of the Products.
Xxxxxxxxxxx makes no other warranty of any kind, express or implied, and makes
NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. A C of A
shall accompany each shipment of Products to Distributor. Distributor covenants
that it shall fully comply with all label directions for the handling, storage,
possession, resale or use of the Products sold hereunder and Distributor agrees
that it shall indemnify and hold Xxxxxxxxxxx harmless from all claims
(including, without limitation, attorneys' fees) of personal injury or property
damage resulting from any negligence, gross negligence, recklessness or willful
misconduct on the part of Distributor or from any failure of Distributor to
comply with the terms of this covenant. Claims on account of weight, loss of or
damage to Product shall be waived unless made in writing within ten (10) days
from the date of delivery to Distributor and prior to the mixing, blending,
converting or other destruction of the identity of the goods.
Upon written notice of nonconformity of any Product, Xxxxxxxxxxx shall have
the right to cure said nonconformity within a commercially reasonable time even
though the time for delivery has expired. DISTRIBUTOR'S REMEDIES FOR BREACH OF
WARRANTY BY XXXXXXXXXXX SHALL BE LIMITED TO OBTAINING CONFORMING PRODUCT FROM
XXXXXXXXXXX OR THE CREDITING OF DISTRIBUTOR'S ACCOUNT WITH XXXXXXXXXXX FOR ANY
AMOUNTS DISTRIBUTOR MAY ALREADY HAVE PAID FOR NONCONFORMING PRODUCT. Xxxxxxxxxxx
shall determine at its sole discretion which remedy it shall provide in a given
situation. Xxxxxxxxxxx warrants (i) that Xxxxxxxxxxx'x performance pursuant to
this Agreement does not violate any agreement between Xxxxxxxxxxx and any third
party and (ii) that to Xxxxxxxxxxx'x knowledge, without Xxxxxxxxxxx making any
investigation into such matter, the Products do not infringe any outstanding
patent rights of a third party in the Territory. Xxxxxxxxxxx'x warranty with
regard to Section 12(ii) above extends only to the Products themselves, and not
to the use of the Products by the Distributor. To the extent Distributor resells
any of the Products in other than an original unopened container (including
without limitation containers opened solely for purposes of sampling such
Products to make sure that they meet the agreed?upon specifications for such
Products), Xxxxxxxxxxx shall not be liable for claims of patent infringement
based upon the sale or use of such Products or the manufacture, sale or use of
any material containing such Products.
13. Confidentiality. Confidential Information. During the term of this
Agreement and thereafter, each party receiving Confidential Information (as
hereinafter defined) (such party being referred to as a "receiving party")
agrees that neither it nor any of its employees, representatives, agents or
consultants will either disclose or use, either for itself or for the benefit of
any third party, any Confidential Information relating in any way to the party
disclosing such Confidential Information (such party being referred to as a
"disclosing party") or the disclosing party's products, business or affairs,
except for disclosure or use that is appropriate and in the ordinary course of
carrying out its duties under this Agreement. "Confidential Information" shall
mean any oral, written or graphic information not generally available to the
public, which information shall include, without limitation, information
relating to the terms of this Agreement, the disclosing party's products,
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processes, techniques, technology, formulae, research data, manufacturing
methods, know-how, show how, trade secrets, customers and suppliers, information
relating to sales and profits, other financial data, and the terms and
conditions of the other party's dealings with them; provided, however, that
"Confidential Information" shall not include the following: information known
generally to the public (other than information known generally to the public as
a result of a violation by the receiving party of the provisions of this
Section); information acquired by the receiving party outside of its affiliation
(before or after the date hereof) with the disclosing party; and information
developed independent of the Confidential Information. A receiving party shall
have the right to disclose Confidential Information pursuant to the order of a
court of competent jurisdiction, in which case the receiving party shall give
written notice of the order to the disclosing party at least thirty (30) days'
prior to the date of compliance with such order or information whose disclosure
by the receiving party is required by law or court order (unless the receiving
party has less that thirty (30) days' notice itself, in which case the receiving
party shall give the disclosing party as much notice as is practicable under the
circumstances). Confidential Information received from one party by the other
may be disclosed to the other's affiliates, upon agreement of such affiliate to
abide by the nondisclosure and nonuse obligations set forth in this Section 13.
14 Term. The term of this Agreement shall be from the date first above
written to December 31, 2004, unless either party shall earlier terminate this
Agreement pursuant to Section 16 hereof. At the end of this initial term, this
Agreement shall continue for further terms of three (3) years each, unless
terminated by either party at the end of the initial term or any such three (3)
year term or pursuant to Section 16 hereof.
15. Termination.
(a) Termination by Either Party. Either party may terminate this
Agreement at any time, without waiving any legal rights or remedies it may
otherwise have, effective immediately upon written notice, upon the
occurrence of any of the following:
(i) the other party fails to cure a material breach of or
material default in any of its obligations to be performed hereunder
(other than a breach of or default on a payment obligation) within
twenty (20) days of written notice of such breach or default; or
(ii) the other party fails to cure a breach of or default in any
of its payment obligations to be performed hereunder within five (5)
days of written notice of such breach or default; or
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(iii) the other party breaches or defaults in any of its
obligations to be performed under Section 13 or Section 3(e) hereof.
(b) Termination by Xxxxxxxxxxx. Xxxxxxxxxxx may terminate this
Agreement at any time, without waiving any legal rights or remedies it may
otherwise have, effective immediately upon receipt of written notice, upon
the occurrence of any of the following:
(i) Distributor declares, or is petitioned into, bankruptcy or
insolvency or makes a general assignment for the benefit of its
creditors; or
(ii) Distributor sells all or substantially all of its assets or
capital stock to, or is merged into, another person or entity or if
more than fifty percent (50%) of its stock is sold or otherwise
transferred; or
(iii) Distributor fails to purchase within a given Twelve Month
Period the annual aggregate minimum purchase quantity agreed upon
pursuant to Section 3(c) hereof and such failure is not either the
result of Xxxxxxxxxxx'x failure to supply such quantity to Distributor
or the result of matters beyond the reasonable control of Distributor.
(c) Generally. Any termination shall not affect any monies owing or
obligations incurred by either of the parties prior to the effective date
of the termination. The provisions of Sections 3(e), 8, 11, 12, 13, 14, 15,
16, 17, 18, 19 and 20 shall survive expiration or termination, for any
reason, of this Agreement.
16. Limitation of Liability. XXXXXXXXXXX WILL NOT BE LIABLE TO DISTRIBUTOR
OR ITS AFFILIATES FOR ANY CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, WHETHER
FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS OF DISTRIBUTOR OR ITS AFFILIATES
OR ITS CLIENTS OR CUSTOMERS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF
GOODWILL, PROFITS, USE OF MONEY OR USE OF PRODUCTS OR IMPAIRMENT OF OTHER
ASSETS), ARISING OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, BREACH OF
CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE
IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, EXCEPT IN THE CASE OF
PERSONAL INJURY OR PROPERTY DAMAGE WHERE AND TO THE EXTENT THAT APPLICABLE LAW
REQUIRES SUCH LIABILITY.
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17. Notices. Any notice to be given hereunder shall be in writing and
delivered personally, sent by telecopier, sent by reputable courier service, or
sent by certified or registered mail, postage prepaid, return receipt requested,
addressed to the party concerned at the following address:
If to Xxxxxxxxxxx:
XXXXXXXXXXX, INC.
0000 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
XXX
Attn.: President
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
With a copy to:
XXXXXXXXXXX, INC.
0000 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
XXX
Attn.: Creavis Technologies & Innovation -
Technical Superabsorbent Polymers Sales Manager
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
If to Distributor:
AMERICAN SOIL TECHNOLOGIES, INC.
000 X. Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attn.: President
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Either party may change its address for purposes of this Agreement by
notice given in compliance with this Section. All such notices, requests,
demands and communications shall be deemed to have been given on the date of
delivery if personally delivered, sent by telecopier or sent by reputable
courier service; or on the third business day following the mailing thereof if
sent by certified or registered mail, postage prepaid, return receipt requested.
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18. Amendment; Waiver. No provision of this Agreement may be amended,
modified or waived unless such amendment, modification or waiver is agreed to in
writing and signed by a duly authorized representative of Distributor and by a
duly authorized representative of Xxxxxxxxxxx. No waiver by either party of any
breach by the other party of any provision of this Agreement shall be deemed a
waiver of any other breach.
19. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal substantive laws and judicial decisions of the
State of North Carolina, including its provisions of the Uniform Commercial
Code, but excluding its conflicts of laws provisions.
20. Remedies. Each party hereto acknowledges and agrees that a party would
suffer irreparable injury in the event of a breach by the other party of any of
the provisions of Section 3(e) or Section 13 and that such injured party shall
be entitled to an injunction entered by any court of competent jurisdiction,
restraining the other party from any breach or threatened breach thereof.
Nothing herein shall be construed, however, as prohibiting the injured party
from pursuing any other remedies at law or in equity which it may have for any
such breach or threatened breach of any provision of this Section, including the
recovery of damages from the other party.
21. Jurisdiction and Venue. Except as provided by Section 20 hereof
relating to injunctive relief, each party hereto consents to the exclusive
jurisdiction of either the Superior Court of Guilford County, North Carolina or
the United States District Court for the Middle District of North Carolina for
purposes of any action brought under or as the result of a breach of this
Agreement, and they each waive any objection thereto. The parties hereto each
further consent and agree that the venue of any action brought under or as a
result of a breach of this Agreement shall be proper in either of the above
named courts and they each waive any objection thereto.
22. Miscellaneous. This Agreement contains the entire agreement of the
parties with respect to the subject matter hereof and supersedes and replaces
all other understandings and agreements, whether oral or in writing, if there be
any, previously entered into by the parties with respect to such matter. Both
parties agree to perform under this Agreement solely as independent contractors
and shall not hold themselves out as employees or agents of the other. This
Agreement shall not be assigned in whole or in part by Distributor to a
successor, subsidiary or third party without the prior written consent of
Xxxxxxxxxxx, which consent shall not be unreasonably withheld. If any court or
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regulatory agency or body determine, in a form and manner which render such
determination enforceable against either of the parties, that any provision of
this Agreement is void, invalid, unenforceable, or illegal, such determination
shall not affect any other provision of this Agreement, and this Agreement
shall, if reasonable, be construed and performed as if such void, invalid,
unenforceable, or illegal provision has never been contained herein. This
Agreement may be executed in counterparts, all of which shall constitute one and
the same instrument.
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IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its
duly authorized representatives as of the day and year first above written.
AMERICAN SOIL TECHNOLOGIES, INC. XXXXXXXXXXX, INC.
By: ________________________ By: ____________________________
Name: ________________________ Name: ____________________________
Title: ________________________ Title: ____________________________
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SCHEDULE A
PRODUCTS
The Products are the following products, or their replacements, each of which
will, subject to the terms and conditions of this Agreement, be manufactured,
produced and packaged by Xxxxxxxxxxx or its successors or designees:
1. STOCKOSORB(R) Series Superabsorbent Polymers and STOCKOPAM(R) Series Polymers
whether in dry, converted, packaged or any other form now known as STOCKOSORB(R)
F, STOCKOSORB(R) C, STOCKOSORB(R) M, STOCKOSORB(R) S and STOCKOPAM(R) and
wherever manufactured by Xxxxxxxxxxx; and
2. any additional or modified products which the parties hereto may from time to
time agree in writing to be subject to the terms and conditions of this
Agreement.
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SCHEDULE B
MARKETS
The Markets to which Distributor is granted a right to sell and distribute
Products within the Territory pursuant to this Agreement are as follows:
1. Agriculture market; and
2. Other markets on a non-exclusive basis as agreed to in writing by both
parties.
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SCHEDULE C
TERRITORY
The Territory includes:
The states of New Mexico, Colorado, Wyoming, Montana, Idaho, Iowa, Washington,
Oregon, California, Nevada, Arizona, Kansas, Texas, North Dakota, South Dakota
and Nebraska. Additional geographical territories may be added as mutually
agreed to in writing by the parties.
The Distributor shall not sell Product to Terawet, Inc. of San Diego,
California, which shall remain an account exclusive to Xxxxxxxxxxx.
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