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EXHIBIT 10.6
AGREEMENT
AGREEMENT made this 28th day of Mai 1996, between LORIPAR,
LTD., a corporation organized and existing under the laws of the State of
Nevada, together with its principals: XXXXXXXX XXXXXXXXX, XXXXX XXXXX XXXXXXXXX,
XXXXXXXX XXXXXXXXX Xx. and XXXXXX XXXXXXXXX, Residents of Brazil, individually
and further on behalf of ABRACEL INDUSTRIA E.COMERCIO Ltd., a Brazilian
Corporation (hereinafter collectively referred to as "LORICCHIO") and AMAZON
NATURAL TREASURES, INC., a public corporation organized and existing under the
laws of the State of Utah, (hereinafter referred to as "ANT") by its
representatives XXXXXXX X. XXXXXX and XXXXXX X. XXXXXX.
WITNESSETH:
WHEREAS:
LORICCHIO are the proprietors, manufacturers, distributors,
and/or inventors/developers of homeopathic medicines and phytotherapy medicines,
in Brazil and desires to manufacture and market their products internationally;
and
USER is interested in jointly, with LICENSOR; acquiring all
rights presently possessed by LICENSOR, including, but not limited to: patents,
inventions/developments, manufacturing and distribution know-how, rights to
obtain all products for sale and the above-referenced technologies to market
internationally,
NOW THEREFORE, it is mutually agreed as follows:
1. LICENSE GRANT
(a) LICENSOR hereby grants USER a exclusive license, without
the right to grant any sub-licenses, to use the unique products, licensed
patents and all Know-How in the operation and to sale all products
internationally.
2. CONFIDENTIALITY
LICENSOR and USER mutually recognize the importance of
confidentiality at all stages of the project contemplated by this Agreement, and
agree to take all reasonable measures, including those needed to bind their
respective involved employees, to safeguard such confidentiality. USER agrees to
extend the same standards of conduct to any third party engineering contractors
USER may engage pursuant to this Agreement, including subcontractors thereof.
This undertaking will extend to any related company of LICENSOR and USER.
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3. REMUNERATION
(a) In consideration for LICENSOR's contribution to this
Agreement, AMAZON NATURAL TREASURES, INC. agrees to provide suitable housing
accommodations for the Loricchio Family by obtaining a house or apartment until
such time as the Loricchio Family is able to sell their properties in Brazil
and/or otherwise obtain housing.
(b) Further, a minimum monthly payment of Eight Thousand
US($8,000.00) Dollars, to be paid by ABRACEL U.S.A., LIMITED, will be guaranteed
by AMAZON NATURAL TREASURES, INC., said amount to be paid by the 10th day of
each month, for an initial period of five years, plus extensions, if necessary.
(c) Further, LICENSOR shall obtain, in consideration for their
contribution to this Agreement, 610,000 shares in AMAZON NATURAL TREASURES, INC.
(d) LICENSOR to be provided an automobile for an initial
period of five years, plus extensions, if necessary.
(e) LICENSOR to be provided health insurance for an initial
period of five years, plus extensions, if necessary.
(f) LICENSOR to be provided with necessary legal support for
an initial period of five years, plus extensions, if necessary.
4. EXPENSES
LICENSOR shall receive their related operational costs, i.e.,
travel, hotels, etc., from the revenues of AMAZON NATURAL TREASURES, INC.
5. REPORTING AND PAYMENT
USER will keep complete, true and accurate books of account
and records for the purpose of showing the derivation of all amounts payable to
LICENSOR under this Agreement. Such books and records will be kept at the
Licensed Plant for at least FIVE (5) years following the end of the calendar
month to which they pertain, and will be open at all reasonable times to
inspection by the representative of LICENSOR for the purpose of verifying USER's
royalty statements, or USER's compliance in other respects with this Agreement.
The representative will be obliged to treat as confidential all relevant matters
and will be acceptable to USER, in the reasonable exercise of USER's discretion.
USER can specify that this representative be an independent Certified Public
Accountant.
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6. IMPROVEMENTS
LICENSOR and USER agree that improvements or modifications
developed pursuant to this Agreement, whether or not patentable, shall become
part of and subject to the terms of this Agreement. LICENSOR and USER will have
a royalty-free license to use any and all of these improvements and
modifications.
7. TERM AND TERMINATION
(a) This Agreement shall be effective until the expiration of
the last of the Licensed Patents or extensions or ninety-nine (99) years,
whichever is longer. If, at that time, USER wishes to continue to employ
LICENSOR in the operation of the business and have automatic access to further
relevant improvements developed by LICENSOR, the parties agree to negotiate, in
good faith, mutually acceptable terms under which this Agreement may continue.
(b) Either LICENSOR or AMAZON NATURAL TREASURES, INC. shall
have the right to terminate this Agreement by purchasing the other parties
shares for three times the market-value plus the sum of Twenty-Five Million
($25,000,000) US Dollars or its equivalent amount, in the future, adjusted for
inflation utilizing 1996 dollars as year 0, to each of the other parties hereto.
(c) The purpose this subsection is deter either party from
terminating this Agreement.
8. GENERAL PROVISIONS
(a) Termination of Agreement for any reason, or
expiration of this Agreement, will not affect:
(i) Obligations, including the payment of any
royalties, which have accrued as of the date of
termination or expiration; and
(ii) Obligations which, in the context hereof, are
intended to survive termination or expiration of this Agreement.
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(b) Any waiver by either party of the breach of any term or
condition of this Agreement will not be considered as a waiver of any subsequent
breach of the same or any other term or condition hereof.
(c) Neither party will be in breach hereof by reason of its
delay in the performance of or failure to perform any of its obligations
hereunder, if that delay or failure is caused by strike, acts of God or the
public enemy, riots, incendiaries, interference by civil or military
authorities, compliance with governmental priorities for materials, or any fault
beyond its control or without its fault or negligence.
(d) In the event that any provision of this Agreement or any
part hereof is found invalid or unenforceable, the remainder of this Agreement
will be binding on the parties hereto, and will be construed as if the invalid
or unenforceable provision or part hereof had been deleted from this Agreement.
(e) Words denoting the singular will include the plural and
vice versa; words denoting any gender will include all genders; words denoting
persons will include corporations and vice versa.
(f) The paragraph headings are for convenience only and will
not be deemed to affect in any way the language of the provisions to which they
refer.
9. ARBITRATION
Any dispute or difference between the parties relating to the
interpretation or implementation of this Agreement will be settled by
arbitration, as provided by the Nevada Revised Statutes. Such arbitration will
be held in the State of Nevada, County of Xxxxx, City of Las Vegas unless
LICENSOR and USER mutually agree that another location would be more
appropriate.
10. GOVERNING LAW AND AUTHORITY
(a) This Agreement will be interpreted in accordance
with the laws of the State of Nevada.
IN WITNESS WHEREOF the parties hereto have caused
this-instrument to be executed on the day and year first above written.
Signed, sealed and delivered in the presence of:
"LICENSOR" "USER"
/s/ Xxxxxxxx Xxxxxxxxx /s/ Xxxxxxx X. Xxxxxx
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/s/ Xxxxx Xxxxx Xxxxxxxxx /s/ Xxxxxx X. Xxxxxx
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/s/ Xxxxxx Xxxxxxxxx
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/s/ Xxxxxxxx Xxxxxxxxx Xx.
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/s/ Xxxxx Xxxxxx
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STATE OF NEVADA
COUNTY OF XXXXX
Before me personally appeared ____________________________, to me well known and
known to me to be the person described in and who executed the: foregoing
instrument, and acknowledged to and before me that he executed said instrument
for the purposes therein expressed.
WITNESS my hand and official seal this _____ day of ____________, 1996.
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Notary Public
(SEAL) State of Nevada
My Commission Expires:
