AGREEMENT
AGREEMENT made this 26 day of March, 1998, between
INTERNATIONAL CHEMICAL CORPORATION d/b/a INNOVATIVE CHEMICAL
CORPORATION ("ICC" ), a New York Corporation, with offices at 00
Xxxxxxxxx Xxxxx, Xxxxxxx XX 00000, and Med Gen ("MG"), a Nevada
Corporation, with offices at 000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxxxx
Xxxxx, Xxxxxxx 00000.
RECITALS
WHEREAS, ICC is engaged in the development and manufacture
of private label and specialty products which are distributed
worldwide, and
WHEREAS, ICC and MG desire to enter into an Agreement where
they mutually benefit to allow for greater production and
distribution of certain hereinafter named products (Schedule
"A"), pursuant to certain terms and conditions as hereinafter set
forth.
NOW, therefore, in consideration of the mutual promises and
covenants set forth herein, ICC and MG agree as follows:
1. ICC at its expense will be responsible for developing
satisfactory formulas for the products and for providing samples
of the products in sufficient quantities to allow MG at its
expense to complete testing of the products. MG will provide test
results to ICC and assist ICC in developing improvements on said
formulas.
2. Any patent rights or trade xxxx rights which arise from
development of the products shall be jointly owned by ICC and MG.
Any expenses incurred by the parties in order to perfect any such
patent or trade xxxx rights shall be borne equally. Neither party
shall incur any such expense without further securing the
authorization of the other party. The inability or failure to
secure a patent or trade xxxx on the product shall not in any way
effect ICC's rights to continue as the exclusive manufacturer of
the product as hereinafter agreed.
3. During the term of this Agreement, MG. shall be the
sole and exclusive marketer of the developed products. Each party
shall use its best efforts to fulfil its obligations. Further,
ICC agrees to use its contacts to assist MG in marketing the
developed products and during the term of this contract will not
manufacture, market, sell or participate in any venture that will
compete with the developed product(s), unless as agreed in
writing by both parties and noticed in a Schedule B to be
attached to this Agreement and form a permanent part thereof.
4. ICC shall sell product(s) to MG at a price to be pre-
agreed upon by both parties. Any further price increases
necessitated by future cost escalations must be proposed and
agreed to in writing 30 days in advance. Further, ICC shall be
entitled to a commission of 5% of MG revenues emanating from
sales made to ICC produced contacts as discussed in paragraph #3
above. Contacts shall be agreed upon both parties in writing and
form a Schedule C which shall become a permanent part of this
/s/ /s/
Agreement. Payment terms on products ordered by MG from ICC shall
be within 30 days with no allowable discounts for prompt
payments.
5. This Agreement shall remain in full force and effect as
long as the parties shall jointly own rights to and/or to
products. Provisions for buyout of one or the others rights or
patents or trade secrets or otherwise joint ownership in.
products shall be by mutual Agreement only and evidenced by
separate documentation and such transfer will, in effect, cancel
the rights that are the subject of this Agreement.
6. This Agreement shall be binding on and inure to the
benefit of any successors, assignees and personal representatives
of the parties and shall be governed by and construed under the
laws of the State of New York. All notices or other
communications from either party to the other hereunder shall be
in. writing and shall be deemed given when delivered either
personally or when deposited in the U.S. Mail, certified or
registered, with return receipt requested addressed to the
applicable party at the address set forth above.
7. In the event that ICC shall not be able to produce,
within 30 days the required volume as evidenced by bona fide
orders submitted by MG, the cure shall be as follows and in this
order.
A. ICC shall identify and contract with a sub-manufacturer
to provide the necessary product at the same cost to MG as
charged by ICC.
B. Should ICC fail in its attempt to secure the additional
supply to fulfill MG s requirements, ICC shall wave the
requirements set forth in. Para 4 thus enabling MG to satisfy it
own requirements. All other covenants to this Agreement shall
remain in full force and effect. When ICC s production
capabilities return to normal and the ability to supply MG's
requirements can be met, the provisions in Para. #4 shall prevail.
8. In the event the party's come to a dispute that cannot
be settled amongst themselves, both party's shall submit to
binding arbitration. Each party shall pay its own expenses and
they shall equally share the costs of the arbitrator.
INTERNATIONAL CHEMICAL MED GEN
CORPORATION d/b/a INNOVATIVE
CHEMICAL CORPORATION
BY:/s/Xxxx Xxxxxxxx Date 3-26-98 BY:/s/ Date 3 27 98
Xxxx Xxxxxxxx
President
SCHEDULE "A"
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PRODUCTS
Snorenz - Anti Snoring Product
SCHEDULE "B"
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EXCEPTIONS TO PARAGRAPH 3 EXCLUSIVITY PROVISIONS
SCHEDULE "C"
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CONTACTS
