MARKETING AGREEMENT
THIS MARKETING AGREEMENT (this "Agreement") is made as of the 14th day
of April, 1999 by and between Venturi Technologies, Inc. ("Venturi") and
Xxxxxxxx Group, LLC ("Xxxxxxxx").
R E C I T A L S:
Concurrently with the execution of this Agreement, Xxxxxxxx is
purchasing 2,303,738 shares of Venturi's Series D Convertible Preferred Stock
("the Shares"). As a condition to such purchase, Xxxxxxxx has requested that
Venturi execute this Agreement and commit to the obligations of Venturi
contained herein. To induce Xxxxxxxx to make such purchase, Venturi is willing
to execute this Agreement and to agree to such obligations.
In consideration of the foregoing and for other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged by each party hereto, the parties hereto agree as follows:
1. Xxxxxxxx will be the only Manufacturer entitled to promote and
endorse the VenturiClean System, and no other Manufacturer shall be permitted to
publish an endorsement of the VenturiClean System without Xxxxxxxx'x prior
written approval. Venturi shall, in cooperation with Xxxxxxxx and with
Xxxxxxxx'x prior written approval of any use of the Xxxxxxxx name, advertise
that the VenturiClean System is endorsed and recommended by Xxxxxxxx, and
Venturi will not, without Xxxxxxxx'x prior written consent, make a similar
statement or publish a similar endorsement by any other Manufacturer.
2. Venturi will not promote, endorse or recommend goods manufactured by
any Manufacturer other than Xxxxxxxx. Xxxxxxxx will have the exclusive right to
enter into a discount pricing arrangement with Venturi to be structured
basically as set forth in EXHIBIT A hereto.
3. Xxxxxxxx shall be permitted to give free or discount coupons to
consumers purchasing goods manufactured by Xxxxxxxx enabling such consumers to
obtain free or discounted cleaning done by Venturi of carpet and other goods
manufactured by Xxxxxxxx. Venturi will not permit any couponing or discounting
to consumers who purchase any other Manufacturer's goods.
4. The parties agree that the "Marketing Strategy Concepts" attached
hereto as EXHIBIT A evidence and represent certain other basic agreements that
have been reached between Xxxxxxxx and Venturi and, as such, are incorporated
herein by reference. The parties further agree that subsequent to the date
hereof they will work together to develop a more comprehensive Marketing
Agreement, which will include all of the agreements described herein and in
EXHIBIT A hereto. However, until such a more definitive agreement has been
executed,
this Agreement shall be binding upon the parties and shall evidence their
current intent and agreement.
5. Whenever used herein the following terms shall have the meanings set
forth below:
(a) "Manufacturer" shall mean and include any Person who
manufactures carpet, rugs, yarn, upholstery or other fabrics.
(b) "Person" shall mean and include any individual, corporation,
partnership, limited liability company, trust or other entity.
(c) "VenturiClean System" shall mean and include all carpet, rug and
fabric cleaning systems, methods and procedures now, or at any time during the
term hereof, existing.
6. The term of this Agreement shall be for a period of fifteen years.
7. This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Georgia applicable to contracts made and to be
performed wholly within that state, without regard to the conflict of law rules
thereof. Any notice required or permitted under this Agreement shall be given in
writing and shall be delivered either (i) in person at the address of the party
to whom given set forth below, (ii) by overnight courier to the address of the
party set forth below, or (iii) by certified or registered mail, return receipt
requested, to the address of the party set forth below. Any party may change its
address for notice by giving notice of such an address change in the manner
provided in this paragraph. Every notice hereunder shall be deemed to have been
duly given (a) if personally delivered or sent by overnight courier, on the date
actually received, or (b) if sent by mail as aforesaid, three business days
after having been deposited in the U.S. mail. The obligations of Venturi
contained herein shall inure to the benefit of, and be enforceable by Xxxxxxxx,
its successors and assigns, and its affiliates, which shall include, but not be
limited to, Marglen Industries, Xxxxxxxx of Canada, Inc., Xxxxxxxx Canada
Company and Coronet Carpets, Inc.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
VENTURI TECHNOLOGIES, INC.
By: /s/ XXXXXXX XXXXXX
-------------------------------
XXXXXXX XXXXXX
Chairman and CEO
0000 X. Xxxxx Xxxxxx
Xxxx, Xxxx 00000
XXXXXXXX GROUP, LLC
By: /s/ XXXX X. XXXXXXXXX
-------------------------------
Name: XXXX X. XXXXXXXXX
Title: CEO
0000 Xxxxxxx Xxxxx
Xxxxxx, Xxxxxxx 00000
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