JOINT VENTURE AGREEMENT
Exh8ibit
10 I
AGREEMENT
(the
“Agreement”) dated and effective as of September 1, 2005, by and between
HUANGHUA PLASTIC CO. LTD, (“HUANGHUA”), having its principal offices in China,
and SEYCHELLE
ENVIRONMENTAL PRODUCTS INC. (“SEYCHELLE”),
having its principal offices at 00000 Xxxxx Xxxxxxxx, Xxx
Xxxx
Xxxxxxxxxx, XX 00000.
WHEREAS,
SEYCHELLE is interested in having a joint venture in China to make certain
products and parts, and;
WHEREAS,
HUANGHUA, is willing to participate in such a venture;
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. |
Objective
|
The
Joint
Venture will operate an injection molding and assembly facility in China to
deliver low cost, high volume, and exceptional quality products and parts for
SEYCHELLE filtration for sale in the U.S., China and Asia.
| 2. |
Details
|
SEYCHELLE
will provide design, development, product know-how and R&D capability to the
venture with managerial expertise.
HUANGHUA
will operate the facility, provide supervision, injection manufacturing to
SEYCHELLE’S specifications, low cost production and assembly as
needed.
3.
Representations and Warranties
SEYCHELLE
and HUANGHUA hereby warrant that they have the sole right to enter into this
Purchase Agreement, and there has been no act or omission by either party which
would give rise to any valid claim against any of the parties hereto for a
brokerage commission, finder’s fee or other like payment in connection with the
transaction contemplated hereby.
4.
Miscellaneous Provisions
| A. |
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.
|
| B. |
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.
|
| C. |
Assignment:
This
Agreement may not be assigned, in whole or in part, by either party
hereto
without prior written.
|
| D. |
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 HUANGHUA and SEYCHELLE,
and their respective successors and assigns.
|
| E. |
Binding
on Successors:
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.
|
ACCEPTED
AND AGREED BY:
HUANGHUA
PLASTIC CO.
By:
________________________ Date
___________________
Wang
Gin
Sheng, General Manager
SEYCHELLE
ENVIRONMENTAL PRODUCTS INC.
By:
_________________________ Date:
___________________
Xxxx
Xxxxxx, President and CEO
