EXHIBIT 10.18
AGREEMENT
THIS AGREEMENT (THE "AGREEMENT") is made this 09th day of September 2003,
by and between Gateway Distributors LTD, a Nevada corporation ("Company") and,
Tropical Beverage ("Manufacturer")
WHEREAS, Company and Manufacturer have heretofore agreed to a letter of
intent to proceed with closure to be finalized within the next two weeks.
WHEREAS, it is the intent of Company and Manufacturer (the "Parties") to
enter into a agreement which will supercede and replace any and all existing
contracts, notes and agreement, whether written or oral, which have heretofore
existed between the Parties, their agents and assigns; and
WHEREAS, it is the intent that this agreement, and any subsequent
amendments or addendums thereto, shall govern all subsequent dealings between
the Parties; and
WHEREAS, the Company desires to enter into a business relationship with the
Manufacturer on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration,
including, but not limited to, the cancellation of all previous contracts, notes
and agreements between and among the Parties, the receipt and sufficiency of
which is hereby acknowledged, the Company and Manufacturer agree as follows:
1. The Company hereby agrees to purchase all liquid products exclusively
from the Client.
2. Client will guarantee prices that are competitive
3. Company will be approved as an approved vendor for the Clients Nitro
H2O product.
4. Stock will be exchanged between the Company and Client based on market
evaluation.
INDEMNIFICATION
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Subject to the provisions herein, the Company and Manufacturer agree to
indemnify, defend and hold each other harmless from and against all demands,
claims, actions, losses, damages, liabilities, costs and expenses, including
without limitation, interest, penalties and attorneys' fees and expenses
asserted against or imposed or incurred by either party by reason of or
resulting from any action or a breach of any representation, warranty, covenant,
condition, or agreement of the other party to this Agreement.
Manufacturer's extent of indemnification to Company shall also include, but not
be limited to (a) all expenses (including attorney's fees), judgments, fines,
and other sums paid and necessarily incurred with respect to any proceeding
(civil, criminal, administrative, or investigative) in which Company is made a
party which may be based upon claims that (i) Company publicly disseminated any
information about the Company, which information was provided to Company by the
Company; or (ii) is based upon the dissemination of information by the Company
without the approval of Company; or (iii) is based upon the failure of the
Company to disseminate information; or (iv) results from the failure of the
Company, its officers, employees or agents other than Company misstating a
material fact or omitting to state a material fact in information disseminated
to the public; and (b) all reasonable costs of settlement in any such
proceeding.
Company's and Company's right to indemnification is not exclusive of any other
rights to which either may be entitled, and all rights to indemnification
created by this agreement or at law shall have mutual application.
It is expressly understood that Company has no responsibility for any statement
which may be made or disseminated to any third person or to the public by the
Company or any officer, agent, employee, or entity
of the Company other than Company, unless Company has, specifically approved
such statement in writing prior to its dissemination.
MISCELLANEOUS PROVISIONS
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A. Gender. Wherever the context shall require, all words herein in the
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masculine gender shall be deemed to include the feminine or neuter
gender, all singular words shall include the plural, and all plural
shall include the singular.
B. Severability. If any provision hereof is deemed unenforceable by a
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court of competent jurisdiction, the remainder of this Agreement, and
the application of such provision in other circumstances shall not be
affected thereby.
C. Further Cooperation. From and after the date of this Agreement, each
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of the parties hereto agrees to execute whatever additional
documentation or instruments as are necessary to carry out the intent
and purposes of this Agreement or to comply with any law.
D. Waiver. No waiver of any provision of this Agreement shall be valid
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unless in writing and signed by the waiving party. The failure of any
party at any time to insist upon strict performance of any condition,
promise, agreement or understanding set forth herein, shall not be
construed as a waiver or relinquishment of any other condition,
promise, agreement or understanding set forth herein or of the right
to insist upon strict performance of such waived condition, promise,
agreement or understanding at any other time.
E. Expenses. Except as otherwise provided herein, each party hereto
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shall bear all expenses incurred by each such party in connection with
this Agreement and in the consummation of the transactions
contemplated hereby and in preparation thereof.
F. Amendment. This Agreement may only be amended or modified at any
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time, and from time to time, in writing, executed by the parties
hereto.
G. Notices. Any notice, communication, request, reply or advice
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(hereinafter severally and collectively called "Notice") in this
Agreement provided or permitted to be given, shall be made or be
served by delivering same by overnight mail or by delivering the same
by a hand-delivery service, such Notice shall be deemed given when so
delivered. For all purposes of Notice, the addresses of the parties
set out below their signatures herein shall be their addresses unless
later advised in writing.
H. Captions. Captions herein are for the convenience of the parties and
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shall not affect the interpretation of this Agreement.
I. Counterpart Execution. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument and this
Agreement may be executed by fax.
J. Assignment. This Agreement is not assignable without the written
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consent of the parties.
K. Parties in Interest. Provisions of this Agreement shall be binding
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upon and inure to the benefit of and be enforceable by the parties,
their heirs, executors, administrators, other permitted successors and
assigns, if any. Nothing contained in this Agreement, whether express
or implied, is intended to confer any rights or remedies under or by
reason of this Agreement on any persons other than the parties to it
and their respective successors and assigns, not is anything in this
Agreement intended to relieve or discharge the obligation or liability
of any third persons to any party to this Agreement, not shall any
provision give any third persons any right of subrogation over, or
action against, any party to this Agreement.
L. Entire Agreement. This Agreement constitutes the entire agreement and
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understanding of the parties on the subject matter hereof and
supercedes all prior agreements and understandings on the subject
thereof.
M. Construction. The parties hereto agree to cooperate with one another
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in respect of this Agreement, including reviewing and executing any
document necessary for the performance of this Agreement, to comply
with law or as reasonably requested by any party hereto, or legal
counsel to any party hereto.
N. Cooperation. The parties hereto agree to cooperate with one another
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in respect of this Agreement, including reviewing and executing any
document necessary for the performance of this Agreement, to comply
with law or as reasonably requested by any party hereto, or legal
counsel to any party hereto.
O. Independent Legal Counsel. Company will retain legal counsel and be
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responsible for handling any legal issues related to the Company's
filings, audits, public relations issues, or legal actions by anyone
regarding services or advice given by Company to the Company. This
provision will apply to all agreements between Company and the
Company, past, present or future and applies to all subsidiaries of
the Company. The parties hereto agree that (i) each has retained
independent legal counsel in connection with the preparation of this
Agreement, (ii) each has been advised of the importance of retaining
legal counsel, and (iii) by the execution of this Agreement, each
party who has not retained independent legal counsel acknowledges
having waived such right.
P. Choice of Law/Venue. The law of the State of Nevada shall apply to
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this Agreement without reference to conflict of law principles, and
the sole venue for any dispute or suit between the parties shall be a
court of competent jurisdiction in the location of the COMPANY in
Nevada.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date above
written.
Gateway Distributors LTD Tropical Beverage
By: Xxxx Xxxxxx By: Xxxx Xxxxxxx
Title: President / CEO Title: President
Date: __________________________ Date: __________________________
