1
THIS AGREEMENT made this 30th day of November, 1995.
A M O N G :
XXX XXXXXXXXXX, IN TRUST
(hereinafter called "MG")
- and -
XXXXXXXX XXXXXXX, IN TRUST
(hereinafter called "NP")
- and -
LA-NUR INC., a company incorporated under the laws
of the Province of Ontario
(hereinafter called "LA-NUR")
WHEREAS NP entered into an agreement (the "Novatone
Agreement") dated as of November 17, 1995 with LA-NUR (a copy of
which is attached hereto as Schedule "A") in respect of certain
rights and obligations relating to a certain facial muscle
stimulator product and a certain trade xxxx;
AND WHEREAS the Novatone Agreement provides that NP may
assign its rights and obligations under the Novatone Agreement
provided that such assignee agrees to become bound by the terms
of the Novatone Agreement;
AND WHEREAS NP desires to assign, and MG desires to assume,
the rights and obligations of NP under the Novatone Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the mutual covenants and agreements contained herein, the sum
of One Dollar paid by each party hereto to each of the other
parties hereto and for other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged by each
of the parties hereto), it is hereby agreed as follows:
1. Assignment of Novatone Agreement. NP hereby assigns to MG
all of NP's right, title, estate and interest in the covenants,
terms and conditions contained in the Novatone Agreement and all
benefits derived therefrom, and MG hereby accepts such assignment
and MG hereby agrees to be bound by and perform or cause to be
performed all the covenants, terms and conditions contained in
the Novatone Agreement irrespective of whether said covenants,
2
terms and conditions should have been performed prior to the date
of this Agreement.
2. Indemnification of NP. MG hereby covenants and agrees, at
its expense, to indemnify, to defend and to save and hold NP
harmless from and against and in respect of any and all
obligations, commitments and liabilities of and claims against NP
(whether absolute, accrued or contingent) arising out of or in
any way connected with the non-performance or breach of MG of any
of the obligations of NP under the Novatone Agreement and all
claims, demands, causes of action, actions, losses, damages and
expenses of every nature and kind for or in respect of or
relating thereto.
3. Assignment. MG may, at any time and from time to time,
assign its rights and obligations under this Agreement, in whole
or in part, to any person, partnership, corporation or other
entity, provided that such person agrees to become bound by the
terms of this Agreement.
4. Enurement. This agreement shall enure to the benefit of and
be binding upon the parties hereto and their respective
successors and assigns.
5. Entire Agreement. This Agreement constitutes the entire
Agreement between the parties with respect to the subject matter
hereof and supersedes all prior agreements, understandings,
negotiations, commitments, conditions, representations,
warranties and undertakings.
6. Counterparts. This Agreement may be executed in several
counterparts, each of which so executed shall be deemed to be an
original, and such counterparts together shall constitute but one
and the same instrument.
7. Governing Law. This Agreement shall be construed,
interpreted and enforced in accordance with, and the respective
rights and obligations of the parties shall be governed by, the
laws of the Province of Ontario.
8. Transmission by Facsimile. The parties hereto agree that
this Agreement may be transmitted by facsimile or such similar
device and that the reproduction of signatures by facsimile or
such similar device will be treated as binding as if originals
and each party hereto undertakes to provide each and every other
party hereto with a copy of this Agreement bearing original
signatures forthwith upon demand.
3
IN WITNESS WHEREOF this agreement has been executed by the
parties hereto as of the date first above written.
Witness: /S/ Xxxxxxx Xxxxxxx
By: /S/ Xxxxxxxx Xxxxxxx, In Trust
Witness: /S/ Xxxxxxx Xxxxxxx
By: /S/ Xxx Xxxxxxxxxx, In Trust
LA-NUR INC.
Per: /S/ Xxxxx Xxxxxxx,President
