[Marmion Industries Corp. letterhead[
LETTER OF INTENT
This letter of intent, dated as of November 22, 2005, will serve to
outline a proposed distribution agreement by and between Marmion Industries
Corp., a Nevada corporation ("Marmion") and M/S Al Dunia International, a Kuwait
corporation ("M/S Al Dunia").
RECITALS
X. Xxxxxxx designs, manufactures and markets custom made industrial air
conditioning equipment (the "Products").
X. Xxxxxxx is willing to grant, and M/S Al Dunia desires to acquire, an
exclusive right to distribute the Products in the countries of Kuwait, Quatar,
Saudi Arabia, Beharin, and the United Arab Emirates (each a "Territory" and
collectively the "Territories").
TERMS
This letter of intent shall be binding on both parties; provided, however,
that the parties agree to negotiate in good faith, on an exclusive basis, for
the purpose of entering into one or more definitive agreements (the "Definitive
Agreements") with respect to the subject matter of this letter of intent. It is
understood that the Definitive Agreements, when executed, shall supersede this
letter of intent.
1. GRANT OF DISTRIBUTION RIGHT. On the terms and conditions set forth in
the Definitive Agreement, Marmion shall grant to M/S Al Dunia the exclusive
right to distribute, market, and sell the Products in the Territories. The
parties agree that Marmion may sell Products outside of the Territories, even if
such Products are ultimately re-sold or otherwise up being used within the
Territories, and such sales shall not be covered by the distribution right to be
granted under the Definitive Agreements.
2. TRANSFER PRICE. Marmion will manufacture and sell the Products to M/S
Al Dunia at a transfer price equal to 89% of the gross sales price of the
Products.
3. CONSIDERATION. In consideration of the distribution rights to be
granted and Xxxxxxx'x other obligations under the Definitive Agreements, M/S Al
Dunia agrees that, upon receipt of all required regulatory approvals, M/S Al
Dunia will use it best efforts to market and sell the Products in the
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Territories. M/S Al Dunia will be responsible to maintain the purchase
requirements set forth on Exhibit A hereto in order to retain the exclusive
right to sell the Product.
YEAR -1 YEAR--2 YEAR--3 YEAR--4 YEAR--5
$300,000 $400,000 $500,000 $750,000 $1,000,000
4. REGULATORY APPROVALS. M/S Al Dunia intends to seek, and shall be solely
responsible for, all regulatory approval within each of the Territories for its
distribution within the Territories of the Products.
5. TERM. Unless earlier terminated pursuant to this letter of intent
and/or the Definitive Agreements, the distribution rights shall expire five (5)
years after the date of the Definitive Agreements.
6. DEFINITIVE AGREEMENTS. Beginning after the date of this letter of
intent, the parties will use their best efforts to negotiate and enter into the
Definitive Agreements by January 1, 2006. Such Definitive Agreements shall
contain the terms and conditions of this letter of intent and the normal and
customary representations, warranties, indemnities and other terms and
conditions as are customary in agreements relating to a transaction in the
nature of the transactions proposed herein. The Definitive Agreements shall be
subject, in all respects, to the approval of all parties thereto.
7. FEES AND EXPENSES. Xxxxxxx and M/S Al Dunia shall each bear their own
costs and expenses relating to the transactions contemplated hereby, including
without limitation, fees and expenses of legal counsel, accountants, investment
bankers, brokers or finders, printers, copiers, consultants or other
representatives for the services used, hired or connected with the Definitive
Agreements. Marmion and M/S Al Dunia shall each pay any commission or finder's
fee or similar amount incurred by them by agreement or otherwise for retaining
or consulting any broker, finder or investment banker in connection with the
transactions contemplated by this letter.
8. CONFIDENTIALITY. Each of the parties hereto agrees that all
confidential information obtained by them in the course of negotiating the
Definitive Agreements and conducting the due diligence investigation regarding
the Definitive Agreements as described above will be used solely for the purpose
of negotiating and consummating the Definitive Agreements, will be held in
strictest confidence by each of the parties hereto and their agents and will be
divulged only to those directors, officers, employees and agents of the parties
hereto, including legal counsel, accountants and financial advisers, who have a
need to know such information in strictest confidence. Each party hereto shall
direct such directors, officers, employees and agents to treat such information
confidentially and shall advise such persons of the confidential nature of such
information. Each party hereto also agrees to promptly return to the party from
whom originally received all original and duplicate copies of written materials
containing such confidential information should the transactions contemplated
herein not occur.
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9. MISCELLANEOUS. This letter of intent contains the entire agreement
between us and correctly sets forth the rights and duties of each of the parties
to each other as of this date, and may not be modified, altered or changed in
any manner whatsoever, except by a written agreement signed by all of the
parties hereto. This letter of intent may be executed in two or more
counterparts, each signed by one of the parties and all of said counterparts
together shall constitute one and the same instrument. The parties agree that
facsimile signatures may be relied upon by each of the parties hereto as
original signatures. This Letter of Intent shall be construed and interpreted in
accordance with the governed and enforced in all respects by the laws of the
State of California.
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The parties hereto have executed this letter of intent as of the date
first written above.
M/S AL DUNIA INTERNATIONAL
By /s/ Xxxxxx Xxx X. Xxxxxx
-------------------------------------
Xxxxxx Xxx X. Xxxxxx
General Manager
MARMION INDUSTRIES CORP.
By /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxxx
President
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