AGREEMENT
This AGREEMENT (this "Agreement") is made and entered into this 20th
day of June, 2006, by and between Coating Systems Laboratories, Inc., an Arizona
corporation with offices at 000 Xxxx Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxx 00000
("CSL") and Electric Aquagenics Unlimited, inc., a Delaware corporation with
offices at 0000 Xxxx 00 Xxxxx, Xxxxx 000, Xxxxxx, Xxxx 00000 ("EAU").
R E C I T A L S
WHEREAS, on or about February 16, 2005 the parties entered into a
License and Distribution Agreement (the "License and Distribution Agreement")
whereby EAU agreed to act as an exclusive authorized distributor of CSL with
respect to certain products developed, produced or manufactured by CSL (the
"Distribution Products"); and
WHEREAS, on or about August 16, 2005 the parties entered into a Joint
Venture Agreement (the "Joint Venture Agreement") pursuant to which they agreed
to jointly form and operate a limited liability company for the purpose of
developing, producing, manufacturing and selling certain products including the
products covered by the License and Distribution Agreement (the "Joint Venture
Products"); and
WHEREAS, effective June 15, 2006 the parties terminated the License and
Distribution Agreement, the Joint Venture Agreement and any other agreement or
understanding entered into in connection with the License and Distribution
Agreement or the Joint Venture Agreement; and
WHEREAS, subject to the completion of satisfactory testing on the CSL
Products as defined in Exhibit A, by a third party acceptable to EAU within 60
days of the signing of this Agreement, the parties desire to enter into an
exclusive arrangement within a certain territory, to be mutually agreed upon by
both parties, whereby EAU may purchase the CSL Products, as defined in Exhibit
A, at a fixed price as referenced on the Exhibit A to this agreement. EAU agrees
that prices may increase due to cost of goods and CSL will give 30 days written
notice of any such price increase:
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the parties hereby agree as follows:
1. Future Sales of CSL Products. Notwithstanding the termination of the
License and Distribution Agreement and the Joint Venture Agreement, the parties
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agree that in the event that testing of the CSL Products as defined in Exhibit A
by the above mentioned independent third party selected by EAU shows the
efficacy of the products to a level reasonably acceptable to EAU, the results of
all testing to be shared with CSL on a timely basis, the parties shall enter
into a legally binding agreement whereby EAU will have the exclusive rights to
purchase the CSL Products referenced on the attached Exhibit A to this agreement
within a certain territory to be mutually agreed upon by both parties.
2. Counterparts; No Third Party Beneficiaries. This Agreement may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when all parties hereto shall
have received a counterpart hereof signed by all other parties hereto. No
provision of this Agreement is intended to confer upon any Person other than the
parties hereto any rights or remedies hereunder.
3. Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated. Upon such a
determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible.
4. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter of this Agreement and
supersedes all prior agreements and understandings, both oral and written,
between the parties with respect to the subject matter of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
COATING SYSTEMS LABORATORIES, INC.
An Arizona corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxxx
President
ELECTRIC AQUAGENICS UNLIMITED, INC.
A Delaware corporation
By: /s/ Xxx X. Xxxxxx
---------------------------------
Xxx X. Xxxxxx
Interim Chief Executive Officer
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EXHIBIT A
CSL PRODUCTS DESCRIPTION AND PRICING
PRODUCT DESCRIPTION PRICE*
ANTIMICROBIAL HAND SANATIZER $15.75/GAL
(18% ALCOHOL)
U.S. PATENT NO. 6,613,755 B2
CONTAINING 5-18% ALCOHOL AND 1% QUAT
ANTIMICROBIAL HAND SANATIZER $26.16/GAL
(60% ALCOHOL)
U.S. PATENT NO. 6,613,755 B2
CONTAINING 50-70% ALCOHOL AND 1% QUAT
*Drum Quantities
