EX-10.29
AGENCY AGREEMENT AMENDMENT SEPTEMBER 1, 2003
ECHEMTRADETRADE ENERGY & PETROCHEMICALS LTDA.
&
ENERTECK CHEMICAL CORP.
AMENDMENT TO AGENCY AGREEMENT
BETWEEN
ECHEMTRADETRADE ENERGY & PETROCHEMICALS LTDA.
AND
ENERTECK CHEMICAL CORP.
This is an AMENDMENT ("AMENDMENT ") effective September 1, 2003 to that Agency
Agreement ("Agreement") which was entered into February 15, 2003 by and between
ECHEMTRADETRADE ENERGY & PETROCHEMICALS LTDA., its divisions, its affiliate
companies and concerns, a corporation organized under the laws of Brazil (
"AGENT ") and the ENERTECK CHEMICAL CORP., a corporation organized under the
laws of the State of Texas in the United States of America ("EnerTeck").
1. REPRESENTATION
The Parties wish to amend and clarify the Agreement as set forth below.
2. MINIMUM ANNUAL SALES TO MAINTAIN GEOGRAPHIC EXCLUSIVITY
Appendix "A" of the Agreement; Minimum Annual Sales for Geographic
Exclusivity shall be and is hereby amended to read as follows:
Contract Year Ending Volume of EnerBurn Sold in Territory
February 15, 2004 20,000 Gallons
February 15, 2005 60,000 Gallons
February 15, 2006 100,000 Gallons
3. TERRITORY
Appendix "A" of the Agreement; TERRITORY shall be amended to read as
follows:
BRAZIL
ARGENTINA
URUGUAY
PARAGUAY
PERU
CHILE
4. COMMISSIONS
Paragraphthree of Article 5. of the Agreement shall be amended to read
as follows:
"EnerTeck shall pay commissions to Agent on all commercial accounts in
Agent's territory for as long as this Agreement is in force and such
commission payments for Active Accounts at the time of termination
shall continue for five years from the effective date of termination of
this Agreement, regardless of the reason for termination, or as the
Parties may mutually agree. An `ACTIVE ACCOUNT' shall be defined for
these purposes as any account which has purchased and paid for EnerTeck
Products within the preceding twelve-month period, and/or is actively
in negotiations and/or discussions with Agent for the purchase of
Products up to one (1) year prior to the time of termination or loss of
geographic exclusivity. Upon termination or loss of geographic
exclusivity, Agent shall notify EnerTeck in writing of all active
accounts and it is the responsibility of Agent to notify EnerTeck of
any changes or additions with respect to Active Accounts. In the event
Agent loses geographic exclusivity, EnerTeck shall protect Agent's
proprietary relationship with Active Accounts and will not arbitrarily
withhold the inclusion of additional Active Accounts as nominated by
Agent from time to time."
5. ACKNOWLEDGEMENT OF "ACTIVE ACCOUNTS"
EnerTeck hereby acknowledges and confirms that Agent has been actively
involved in negotiations and/or discussions with for the purchase of
Products with the following prospects in the Territory: BR, Vale do Rio
Doce, MRS Logistica, ALL - Americana Latina Logistica, FCA, 1001,
Governo do Chile, Mega Petroleo, Ipiiranga, TransUltra, TransQuimica.
Therefore, all of those prospects shall be deemed to be "Active
Accounts" for the purpose of paragraph three, Article 5. of this
agreement upon termination or loss of geographic exclusivity.
6. GEOGRAPHIC EXCLUSIVITY FOR BRAZIL
The Parties acknowledge that Petrobras (and affiliate BR) are under
negotiations for an exclusive sub-distributing contract with Agent for
the inclusion of EnerBurn in 100% of BR branded diesel products. The
Parties agree that EnerTeck shall recognize said geographic exclusivity
in Brazil in the event that Agent loses geographic exclusivity as
outlined in Article V, where Petrobras/BR is identified as an Active
Account, and Agent subsequently contracts with Petrobras/BR for
Petrobras/BR' exclusive distribution of Products in Brazil anytime up
to one year after termination or loss of geographic exclusivity.
7. APPENDIX "B" COMMISSION SCHEDULES
FOR ALL GOVERNMENT ACCOUNTS (INCLUDING CHILE, PARAGUAY, BR AND PETROBRAS), Agent
shall be paid a commission for volumes sold in the amount of the difference
between (1) the bulk/Isotank FOB Houston, Texas sales price paid to EnerTeck,
and (2) the commission basis price of USD 55.00 per US gallon of EnerBurn
product.
EXECUTED BY:
ECHEMTRADETRADE ENERGY & PETROCHEMICALS LTDA. ENERTECK CHEMICAL CORP.
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Francisco XX Xxxxxxx Xxxxxx X. Xxxxx
President and CEO Chairman & CEO
DATE: DATE:
