RED REEF LABORATORIES
Exhibit
10.13
RED
REEF LABORATORIES
000
Xxxxxxx Xxxxx, Xxxxx 000
Deerfield
Beach, Florida 00000-0000
000-000-0000
tel ·
000-000-0000 ·
xxx.xxxxxx.xxx
Benchmark
China Ltd.
Rm.
3068
Chengjian Building
Xx.
000
Xx Xx Xx Xxxx
Guangzhou,
China
Xx.
Xxx
Xxx, President
October
30, 2006
Dear
Xx.
Xxx,
This
letter confirms our definitive binding agreement giving your company, Benchmark
China Ltd., exclusive manufacturing and distribution rights to our Proprietary
Surface Decontaminant product, BioClear FF, including the use of the name,
BioClear FF.
BioClear
FF is specifically designed to be an effective surface decontaminant for use
in
maintenance and disinfecting for healthy environments on farms, farm equipment,
animal enclosures and pens, including poultry farms, including but not limited
to hen houses. Directions for recommended applications have been
provided during our discussions and will accompany the more formal document
being prepared for us by counsel as an attachment.
Benchmark
China Ltd. will be responsible for additional Product Liability Insurance of
U.S. One Million Dollars (U.S. $1,000,000) and red Reef Labs will be named
as
co-insured on all policies purchased by Benchmark. Additionally,
Xxxxxxxxx agrees to Hold Harmless clauses bearing customary language as provided
by counsel.
This
Agreement is for ten years and automatically renewable unless notice in writing
of intent to terminate is presented ninety days prior to expiration
date.
Benchmark
will arrange and absorb all costs and fees if any, for Government approvals,
licenses or permits as needed for the manufacture and distribution in the
markets covered in this agreement, namely China and the Far East, excluding
Japan and South Korea.
Benchmark
will bear all manufacturing, (blending), packaging, labeling, marketing
materials, warehousing, shipping and all related costs pertaining to this
agreement and the conducting of business initiated hereunder.
Initial
Non Refundable Fee for the Exclusive Rights to market and distribute BioClear
FF
is Three Hundred Thousand U.S. Dollars ($300,000) payable by wire to Red Reef
Labs Bank of America U.S. bank account upon receipt and signing of this
Agreement. Account information furnished by email upon
signing.
Our
consultants in China will have reasonable access to Benchmark books and sales
records. Red Reef Labs will receive 50% fees paid for all assignments
of rights to third parties and 10% of gross sales from all sources, regardless
of price, payable quarterly, upon review and acceptance.
Venue
for
all legal disputes and potential Arbitration is Broward County, Florida,
USA.
A
more
definitive agreement will supersede this Binding Agreement and will contain
all
of the above essential terms and conditions and will include usual, as
previously discussed, legal terminology, disclaimers and details.
Signed: /s/
Xxx
Xxx
For:
Benchmark China Ltd.
Signed: /s/
Xxxxx Xxxxxx
Xxxxxx
For:
Red
Reef Laboratories International, Inc.
