EXHIBIT 10.13
AGREEMENT
AGREEMENT made as of the 30th day of October, 1997 by and between
XXXXXXX LABORATORIES, INC., a Massachusetts corporation with its principal
address at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("Xxxxxxx") and
MISCO PRODUCTS CORPORATION, a Pennsylvania corporation with its principal
address at 0000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxx 00000 ("Misco").
WHEREAS, Misco has agreed to manufacture and sell to Xxxxxxx certain
BioDegreaser products (the "BioDegreaser") in packaging agreed to by the parties
hereto, which will be resold by Xxxxxxx to both the commercial and retail trade;
and
WHEREAS, the parties acknowledge that Misco will be selling this
BioDegreaser product (in different packaging) to others in the commercial and
retail trade; and
WHEREAS, Xxxxxxx has requested, as a condition to its purchasing such
products from Misco, that Misco agree to certain noncompetition/nonsolicitation
conditions relative to the BioDegreaser product (in any packaging) as set forth
below.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Nonsolicitation. Misco agrees that so long as Xxxxxxx is purchasing
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BioDegreaser from Misco, and for a period of sixty (60) days thereafter, Misco
shall not knowingly directly or indirectly sell BioDegreaser to any customer of
Xxxxxxx or contact or otherwise solicit any customer of Xxxxxxx with the
intention or effect of encouraging such customer to terminate or reduce the
volume of its BioDegreaser business with Xxxxxxx or to place any portion of such
business elsewhere. In addition, Misco agrees that it will not SELL, at any
time, the BioDegreaser in packaging similar to that sold to Xxxxxxx.
Notwithstanding the foregoing, this provision will not prohibit Misco from
selling BioDegreaser (other than in packaging similar to Xxxxxxx'x) to other
distributers; provided such sales are not knowingly intended to subvert the
purposes of this provision.
2. Confidential Information. Misco and Xxxxxxx agree and acknowledge
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that all conversations, correspondence, records, customer lists, price lists,
sales data, know-how, business confidences and other information pertaining to
its business products, policies, methods, strategies, techniques and objectives,
are confidential information of the respective parties. Each party agrees that,
it shall not directly or indirectly use any such information of the other party
for its own benefit, or divulge, disclose or communicate any such information of
the other party, not previously made public or known to the recipient, to any
person, firm or entity without the prior written authorization of the other
party.
3. Enforcement. The parties acknowledge that the other party's remedies
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at law would be inadequate in the event of any breach of the terms of this
Agreement The parties, therefore, agree that the nonbreaching party shall have
the right, without the posting of any bond,
to enforce the provisions of this Agreement by seeking temporary, preliminary or
permanent injunctive relief or any other equitable remedy in any court or body
of competent jurisdiction with respect to any actual or threatened breach by the
other party of the terms of this Agreement. The seeking of such injunctive
relief shall not affect such non-breaching party's right to seek and obtain
damages or other equitable relief on account of any such actual or threatened
breach.
4. Miscellaneous.
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(a) Notices. Any notice required or permitted to be given under this
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Agreement Shall be sufficient if in writing sent by certified mail, return
receipt requested, by overnight courier or by telefax, to the address of each
party as set forth above.
(b) Assignment. The rights and obligations of the parties under this
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Agreement shall inure to the benefit of and shall be binding upon the respective
successors and assigns.
(c) Entire Agreement. This instrument contains the entire Agreement
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of the parties relating to the subject matter hereof, and supersedes and cancels
all prior understandings and agreements of the parties relating to such subject
matter. Any waiver, amendment or modification of any provision of this Agreement
shall be effective only if in writing signed by the parties hereto.
(d) Governing Law. The validity, interpretation, performance and
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enforcement of this Agreement shall be governed by the laws of the Commonwealth
of Massachusetts, other than conflicts of laws provisions thereof. The parties
agree that any proceedings instituted by either party, whether as a claim,
counterclaim or otherwise shall be resolved solely by a judge of any court of
competent jurisdiction and that both parties hereby waive any right to seek or
demand a trial by jury.
IN WITNESS WHEREOF, the parties have executed this Agreement under seal as
of the date first above written.
XXXXXXX LABORATORIES, INC.
By: /s/ Xxxxx Xxxxxxx
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Print name: Xxxxx Xxxxxxx
Its: Vice President of Field Sales
MISCO PRODUCTS CORPORATION
By: /s/ Xxxxxx X. Xxxxx
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Print name: Xxxxxx X. Xxxxx
Its: President
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