ACQUISITION AGREEMENT
This Acquisition Agreement (the "Agreement") is made and entered into as of this
17th day of June, 1998, by and between SOLPOWER CORPORATION, a Nevada
corporation, with its principal offices located at 0000 Xxxx Xxxxxxx Xxxxx,
Xxxxx #000, Xxxxxxxxxx, Xxxxxxx 00000, hereinafter referred to as "Buyer", and
DOMINION CAPITAL PTY, LTD., an Australian corporation, with its principal
offices located at Xxxxx 00, Xxxxxxxx Xxxxxxxx, 000 Xxxxxx Xxxxxxxx Xxxxxx,
Xxxxxxxxx 0000, Xxxxxxxx, Xxxxxxxxx, hereinafter referred to as "Seller".
RECITALS
WHEREAS, Seller owns the sales, distribution, marketing and manufacturing rights
world wide to the product, SP34E, a refrigerant gas product.
WHEREAS, Seller desires to sell and Buyer desires to purchase the exclusive
sales, distribution, marketing and manufacturing rights to the product, SP34E,
encompassing the Xxxxx Xxxxxxxx xxxxxx (Xxxxxx Xxxxxx, Xxxxxx and Mexico) owned
by Seller on the terms and subject to the conditions set forth in this
Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the Recitals and the conditions and
representations hereinafter set forth, the parties agree as follows:
1. SELLER, hereby agrees to deliver the exclusive sales, distribution,
marketing and manufacturing rights for the product, SP34E, encompassing
the North America market (United States, Mexico and Canada).
2. BUYER, hereby agrees to:
A. Purchase the exclusive sales, distribution, marketing and
manufacturing rights to the product, SP34E, encompassing the North
American Market (United States, Mexico and Canada). For these
rights, Buyer, agrees to issue 6,000,000 (six million) shares of
its Common Stock. These shares shall be issued in the name of
Seller and/or its nominees.
B. Based solely on the gross sales figures of the product, SP34E in
the North American Market, Buyer shall pay a royalty of $2.25 per
kilogram of SP34E sold.
3. Anti-Dilution Provision - In the event that Buyer shall at any time
subdivide the outstanding shares of common stock, or shall issue a stock
dividend on its outstanding stock, the conversion price in effect
immediately prior to such subdivision or the issuance of such dividend
shall be proportionately decreased, and in the case the corporation shall
at any time combine the outstanding shares of common stock, the
conversion price in effect immediately prior to such combination
shall be proportionately increased, effective at the close of business on
the date of such subdivision, dividend or combination, as the case may
be.
4. Term of Contract - The term of this Agreement shall be five (5) years,
and the Buyer shall have the option to renew the Agreement for a further
five (5) years. This Agreement shall be in force upon the signing of this
Agreement by Buyer and by Seller, and can only be canceled for good cause
by notice in writing, by either party, with a thirty (30) day notice of
cancellation. The compensation obligations of Buyer and Seller arising
under this Agreement shall survive termination of this Agreement.
5. Confidential Information
A. Confidential Information shall mean all information relating to
Seller's business provided by Seller to Buyer and identified in
writing as confidential at the time or within fifteen (15) days,
of the disclosure. Confidential Information does not include any
material or information of Seller which has been or may hereafter
be acquired by Buyer from any third person not under binder of
secrecy to Seller, which is made public by Seller, or which is
otherwise in the public domain.
B. Buyer shall not in any manner communicate the Confidential
Information of Seller to any third party without Seller's written
consent. Buyer shall not use the Confidential Information except
for the purpose of providing services for the benefit of Seller.
Buyer shall treat the Confidential Information with at least the
same care in which Buyer uses in the protection of Buyer's own
proprietary information.
6. Independent Parties - Buyer and Seller are independent parties and
nothing contained herein shall be construed to mean otherwise. Any
incidence of agency of other relationship shall be specifically outlined
and attached hereto. Seller is not an employee or officer of Buyer and
further indemnifies Buyer against any claim by any Federal or State
Agency regarding the payment or withholding of employment related taxes
on fees or commissions paid by Buyer in accordance with this Agreement.
7. Requisite Authority - Each party represents to the other party that all
necessary corporate and/or such other approvals and authorizations needed
to make this Agreement enforceable have been obtained by the undersigned.
Each party will provide the other with documentation regarding such
approvals and authorizations within five (5) days upon request by the
other party.
8. Liability/Indemnification - Seller/Buyer shall in no way be held
responsible or liable to Seller/Buyer or any other party for the
performance of Seller/ Buyer or the failure of Seller/Buyer in any
capacity whatsoever in which the Seller/Buyer operates, including any and
all contracts which Seller/ Buyer may have with other parties. Seller/
Buyer shall defend and hold harmless Seller/Buyer against any and all
liability, claim or demand on account of property loss or damage or
others arising out of or in any manner connected with the performance of
this Agreement, whether
such injury, loss, or damage shall be caused by the negligence of
Seller/Buyer, its employees, or any other party for whom Seller/Buyer is
responsible, and Seller/Buyer, at its own expense, shall defend any and
all actions based thereon and shall pay all attorney's fees and all costs
and all other expenses arising therefrom; provided however, that this
indemnity shall not cover any liability for damages caused by or
resulting from any negligence of Seller/Buyer, his representatives,
employees, or agents.
9. No Assignment - Neither party shall assign this Agreement or any rights
or obligations under this Agreement without the prior written consent of
the other party. Subject to the foregoing, this Agreement shall bind and
inure to the benefit of the respective parties hereto and their heirs,
personal representatives, successors and assigns.
10. Amendment or Modification - This Agreement may be amended or modified by,
and only by, a written instrument executed by all signing parties.
11. Nonwaiver - The waiver of one breach or default hereunder shall not
constitute the waiver of any subsequent breach or default.
12. Severability - In the event any one or more provisions of this Agreement
are determined to be invalid or unenforceable, such provision or
provisions shall be deemed severable from the remainder of this Agreement
and shall not cause the invalidity of the remainder of this Agreement.
13. Governing Law - This Agreement shall be governed by and construed in
accordance with the laws of the State of Arizona.
14. Currency - All dollar figures are represented in United States Dollars.
15. Arbitration - Any controversy, claim or dispute between the parties
directly or indirectly concerning this Agreement or the breach thereof,
or the subject matter hereof, including questions concerning the scope
and applicability of this arbitration clause, shall be finally settled by
arbitration in Scottsdale, Arizona in accordance with the rules then
pertaining to the American Arbitration Association with regard to
commercial arbitration.
16. Entire Agreement - This Agreement and the Exhibits hereto, as signed by
the parties, sets forth the entire Agreement and understanding of the
parties and merges all prior discussions and writings between them with
regard to the services to be provided under this Agreement.
The parties have executed this Agreement as of the date first set forth above.
SOLPOWER CORPORATION DOMINION CAPITAL PTY LTD
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxxx, President & CEO Xxxxx X. Xxxx, Chairman &
Managing Director
