MUTUAL RELEASE AND TERMINATION OF ETHANOL MARKETING CONTRACT AGREEMENT May 14, 2009
Exhibit 10.4
MUTUAL RELEASE AND TERMINATION OF
ETHANOL MARKETING CONTRACT AGREEMENT
ETHANOL MARKETING CONTRACT AGREEMENT
May 14, 2009
This Mutual Release and Termination of Ethanol Marketing Contract Agreement (hereinafter
“Agreement”) is made and is effective when fully executed below between Eco-Energy Inc.
(hereinafter “Eco”), having its principal place of business at 000 Xxxx Xxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxx, Xxxxxxxxx 00000 and One Earth Energy, LLC. (hereinafter “One Earth”), having its
principal place of business at 0000 Xxxx 0xx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000. Each
of Eco and One Earth may be referred to individually as a “Party” or collectively as “Parties.
RECITALS:
Whereas, Eco and One Earth entered into an “Ethanol Marketing Contract” dated September 15,
2006 (hereinafter “Marketing Contract”), whereby Eco has the right to market the entire output of
One Earth’s ethanol plant located in Xxxxxx City, Illinois for a period of three years commencing
on the first day of production, which has yet to begin as of the date of this Agreement.
Whereas, Eco and One Earth mutually desire and agree to terminate the Ethanol Marketing
Agreement, a copy of which is attached as Exhibit A.
NOW THEREFORE, it is agreed:
AGREEMENT:
1. Marketing Contract Termination. Eco and One Earth hereby irrevocably terminate all rights
and obligations under the Ethanol Marketing Contract effective upon the execution of this
Agreement. This Agreement is mutually entered into by both Eco and One Earth for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged. This Agreement of
mutual termination shall be binding upon the parties, their successors, assigns and personal
representatives.
2. Previous Contractual Purchase Obligation. Prior to entering into this Agreement, Eco and
One Earth have previously completed one (1) purchase contract, i.e., ONEP042809-1, for the sale of
ethanol. Specifically, on April 28, 2009, One Earth agreed to sell, and Eco agreed to purchase, six
hundred thirty eight thousand (638,000) gallons of ethanol for the month of June (July) 2009 at the
price of $1.52 per gallon. Notwithstanding anything to the contrary in this Agreement, both Eco and
One Earth are obligated to comply with the terms of this single purchase agreement, i.e.,
ONEP042809-1 to include, but not limited to, Eco being obligated to compensate One Earth the agreed
upon purchase price for the above mentioned volume and One Earth being obligated to compensate Eco
the agreed upon marketing fee, i.e., $.0075 per net gallon, for said volume. Upon conclusion of the
rights and obligations regarding ONEP042809-1 neither party shall have any further rights or duties
to the other.
3. Non-Disparagement and Non-Disclosure Clause. The Parties agree that neither will engage in
any conduct or communications designed to disparage the other. Additionally, the Parties agree,
confirm and understand that certain Confidential Information previously may have been disclosed to
the other Party. Both Parties agree not to, at any time now or in the future, copy, make any use
of, or disclose to any third party any Confidential Information that was provided to the other
Party. “Confidential Information” shall mean all information, whether written, printed,
electronically stored or oral, that has been disclosed or made available to either Party by the
other Party to include, but not limited to, the terms and conditions of the Ethanol Marketing
Contract and information relating to sales strategies or forecasts.
4. Entireties. This Agreement represents the final agreement between Eco and One Earth
regarding the subject matter hereof and may not be contradicted by evidence or prior,
contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral
agreements between the parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed.
| Eco-Energy Inc. |
||||
| By: | /s/ Xxxxx Xxxxxxxx | |||
| Name: | Xxxxx Xxxxxxxx | |||
| Title: | CEO | |||
| One Earth Energy, LLC |
||||
| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Title: | President | |||
EXHIBIT A
Ethanol Marketing Agreement
