Exhibit 10.6
AGENCY AGREEMENT
By this Agency Agreement ("Agreement") dated April 10, 2006, in
consideration of the promises set forth below, American Soil Technologies, Inc.,
a Nevada corporation, ("Company"), and Environmental Development Company, a
Kuwait corporation, ("Agent") agree as follows:
A. APPOINTMENT AND ACCEPTANCE. Company appoints Agent as its exclusive sales
and marketing representative to promote and solicit contracts for
agricultural and soil enhancement as it relates to soil improvement
services (the "Services") from governmental and private entities and
individuals in Kuwait and the U.A.E. (the "Territory") in accordance with
the terms of this Agreement. Agent accepts the appointment. During the term
of this Agreement, Company will not authorize any other person or entity to
solicit contracts for the Services within the Territory.
B. DUTIES OF AGENT.
Agent will provide consulting, marketing and sales related to the Services
as follows:
1. Introduce and promote the Company products and services to potential
clients and follow up on tender opportunities within the Territory;
2. Collect tender documents and submit bids on behalf of the Company;
3. Assist in the preparation of contract bids and proposals;
4. Assist in the development of cost estimates for local expenses such as
labor, equipment, transportation and other miscellaneous matter
relative to providing services within the Territory;
5. Provide and facilitate necessary matter related to visas for staff
during contract execution or Company visits to the area;
6. Prepare and deliver periodic activities reports in a form reasonably
acceptable to Company.
Agent will devote sufficient resources to promote the Products and Services
and bid on behalf of the Company within the Territory. Agent shall perform its
work under this Agreement according to its own means and methods which shall be
in the exclusive control of Agent and which shall not be subject to control or
supervision by Company excepting as to the results of the work.
C. TERM OF AGREEMENT.
1. The term of this Agreement is three (3) years beginning April 17th
2006, and ending April 17th, 2009, unless terminated as provided
below.
a. This agreement shall automatically renew for successive 3 year
terms unless otherwise terminated by the parties.
2. This Agreement may be terminated:
a. Upon a mutual agreement in writing signed by a duly authorized
representative of each party.
b. If a petition in bankruptcy is filed by or against either party, or if
either party makes an assignment for the benefit of the creditors or
takes advantage of any insolvency act, the other party may terminate
this Agreement upon ten (10) days written notice.
c. If either party defaults in the performance of any of its obligations
hereunder.
D. COMPENSATION.
1. As compensation for performance of Agent's duties, Agent shall be
entitled to an Agency fee and other reasonable costs on each contract
obtained. The Agency fee and other costs shall be calculated for each
contract and included in the contract bid or fee proposal presented to
each client for the Services. Compensation shall be payable on a pro
rata basis as compensation is received.
2. Upon termination of this Agreement, Agent shall be entitled to an
Agency fee and other costs on all contracts for Services in the
Territory executed prior to termination and on all contracts for
Services in the Territory, entered into after the termination, if
Agent had provided Company with information regarding the opportunity
prior to termination.
E. CONFIDENTIAL RELATIONSHIP. All information furnished by Company to Agent
shall be treated as confidential and proprietary and shall not be disclosed
to any third parties.
2
F. RELATIONSHIP. Agent is not granted any express or implied right or
authority to assume or create any obligations or responsibility on behalf
of, or in the name of, Company or to bind Company in any manner. All
persons employed or otherwise engaged by Agent shall be deemed to be the
agents or employees of Agent, and Agent shall be solely responsible for the
acts or omissions of such persons. Agent is not an employee of Company, nor
are any of Agent's employees. Agent shall be responsible for costs incurred
by Agent.
G. MUTUAL INDEMNIFICATION. Each Party (the Indemnifying Party) agrees to
indemnify, defend, and hold harmless the other Party (the Indemnified
Party) from and against any and all claims, damages, and liabilities,
including any and all expense and costs, legal or otherwise, caused by the
negligent act or omission of the Indemnifying Party, its subcontractors,
agents, or employees, incurred by the Indemnified Party in the
investigation and defense of any claim, demand, or action arising out of
the work performed under this Agreement; including breach of the
Indemnifying Party of this Agreement. The Indemnifying Party shall not be
liable for any claims, damages, or liabilities caused by the sole
negligence of the Indemnified Party, its subcontractors, agents, or
employees.
The Indemnified Party shall notify promptly the Indemnifying Party of
the existence of any claim, demand, or other matter to which the
Indemnifying Party's indemnification obligations would apply, and shall
give them a reasonable opportunity to settle or defend the same at their
own expense and with counsel of their own selection, provided that the
Indemnified Party shall at all times also have the right to fully
participate in the defense. If the Indemnifying Party, within a reasonable
time after this notice, fails to take appropriate steps to settle or defend
the claim, demand, or the matter, the Indemnified Party shall, upon written
notice, have the right, but not the obligation, to undertake such
settlement or defense and to compromise or settle the claim, demand, or
other matter on behalf, for the account, and at the risk, of the
Indemnifying Party.
The rights and obligations of the Parties under this section shall be
binding upon and inure to the benefit of any successors, assigns, and heirs
of the Parties.
H. GENERAL.
1. The failure of either party to enforce at any time, or for any period,
the provisions of this Agreement shall not be construed as a waiver of
such provisions or of the right of such party thereafter to enforce
each and every such provision. No claim or right arising out of the
breach of this Agreement can be discharged in whole or in part by a
waiver or renunciation of the claim or right unless the waiver or
renunciation is in writing and signed by the aggrieved party.
3
2. Neither party may sell, assign or otherwise transfer this Agreement or
any of the rights hereunder without the written consent of the other
party.
3. No course of prior dealing between the parties and no usage of the
trade shall be relevant to supplement, explain or vary any of the
terms used in this Agreement.
4. If any action at law or in equity is necessary to enforce or interpret
the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees, costs and necessary disbursements in
addition to any other relief to which it may be entitled.
5. This Agreement shall be governed and construed in accordance with the
laws of the State of California. If any provision is held by a court
of competent jurisdiction to be invalid, unenforceable or to violate
any applicable law, it shall be deemed null and void to the extent
thereof, without affecting the balance of this Agreement.
6. The parties submit to the jurisdiction of the Courts of the County of
Orange, State of California or a Federal Court empaneled in the State
of California for the resolution of all legal disputes arising under
the terms of this Agreement.
7. All notices that may or are required to be given by either party to
the other shall be in writing. All notices shall be sent by hand
delivery, by facsimile transmission, by commercial overnight carrier,
or by certified or registered mail, postage prepaid, addressed as
follows:
To Company: American Soil Technologies, Inc.
00000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx, 00000 XXX
000.000.0000 Fax: 000.000.0000
To Agent: Environmental Development Company
Attention:Xxxxxxxx Xx-Xxxxxx Chairman
X.X. Xxx 00000 Xxxxx, Xxxxxx 13102
000 000.000.0000
With a copy to: Grosvenor Financial Partners, LLC
000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000-0000 XXX
707.469.8732
4
Notices shall be deemed to have been served upon the party to whom
addressed upon delivery, unless mailed, in which event on the third
day after deposit in the U.S. Mail. Either party may change its
address by giving written notice of such change to the other party.
8. There are no understandings not contained in this Agreement, and this
Agreement shall supersede and cancel all previous contracts,
arrangements or understandings that may have existed or may exist
between the parties with respect to the subject matter of this
Agreement. Except as otherwise expressly set forth herein this
Agreement may be amended only by a written instrument signed by duly
authorized persons of Company and Agent.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed the day and year first above written.
Company:
American Soil Technologies, Inc.
By: _____________________
Xxxx X. Xxxxx, President/CEO
Agent:
Environmental Development Company
By: _______________________________
5
