LICENSE AGREEMENT
THIS AGREEMENT, made the 15th day of September, 1996.
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BETWEEN:
Interchem Environmental, Inc.
0000 Xxxxxx Xx.
Xxxxxxxx Xxxx, XX 00000
(hereinafter called the "Licensor")
OF THE FIRST PART
AND:
Delta Environmental, Inc.
0000 Xxxx Xxxxxxxxx Xx., Xxxxx 000
Xxxxxxx, XX 00000
(hereinafter called the "Licensee")
OF THE SECOND PART
WHEREAS the Licensor warrants that it is a holder of the exclusive sales rights
in the world for SoyClean(TM) Solvent, SoyClean(TM) Graffti Remover,
SoyRelease(TM) Solvent, and Naturen(R) (hereinafter called the ("Product");
AND WHEREAS the Licensor warrants that such sales rights are fully assignable by
it;
AND WHEREAS the Licensor further warrants that it has the right to license as
set forth herein;
AND WHEREAS the Licensee is desirous of obtaining the exclusive sales rights for
the Product for the world (hereinafter called the "Territory") and the Licensor
has agreed to permit the Licensee to be the sole exclusive distributor of the
Product on the terms and conditions more particularly herein described;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum of ONE
DOLLAR ($1.00), the mutual covenants and premises contained herein, and other
good and valuable considerations (the receipt, adequacy, and sufficiency of
which are hereby acknowledged), the parties hereto agree as follows:
ARTICLE 1.00 - TERM AND QUOTA REQUIREMENTS
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1.01 The Licensor hereby grants and assigns unto the said Licensee the sole
and exclusive right to distribute and/or sell the said Product in the
Territory when and as the said Licensee shall think fit, for its own
benefit absolutely, subject to the terms of this agreement.
1.02 The Licensee hereby accepts the sole and exclusive right to distribute
and/or sell the Product as aforementioned and agrees to use its best
efforts to do all reasonable matters necessary to promote customer
interest in, and effect the sale of the Product within the
aforementioned Territory.
1.03 It is hereby agreed that the exclusive license granted herein shall be
for an initial probationary term of twenty-five (25) years commencing
with the date hereof, provided, however, that the said agreement shall
be extended for a further five (5) years at the Licensor's sole
discretion based on the performance of the Licensee during the initial
term.
ARTICLE 2 - TERMINATION
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2.01 It is hereby agreed that if the Licensee shall become bankrupt or
insolvent, or enter into any composition with his creditors or shall
make any default in performing any of the agreements herein contained,
then in any such case it shall be lawful for the Licensor by notice in
writing to the Licensee, to revoke this license, which shall thereupon
be void, without prejudice to any right or action or remedy of the
Licensor in respect of any antecedent breach of any agreement herein
contained.
2.02 Except as otherwise provided, the failure of either party to perform
any provision of this Agreement after thirty (30) days notice have been
given by the other party shall automatically terminate this Agreement.
ARTICLE 3.00 - ROYALTY
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3.01 On all orders sold by the Licensee with the Licensor pursuant to this
agreement, the Licensee shall pay the Licensor as follows:
Royalty shall be determined to be one-half of one percent
(0.005%) of gross sales.
Licensee shall also transfer free and clear to Licensor an amount of
five Hundred Thousand shares of Delta Environmental, Inc. common stock.
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ARTICLE 4.00 - TERRITORY DEFINITION AND EXCLUSIVITY
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4.01 Subject to the terms herein set out, it is hereby agreed that the
Licensee shall have the sole and exclusive license to sell the Product
within the Territory. In applying and construing the phraseology, "sell
within the Territory," it is hereby agreed that for the purpose of
construing this agreement, a sale will be deemed to have been made in
the Territory if the order was obtained by the Licensee, and was placed
in the Territory notwithstanding the fact that the units purchased may
be shipped to other provinces and countries for use or installation.
The Licensee hereby agrees not to sell, or to offer for sale, the
Product outside the specific area detailed above without the prior
written permission of the Licensor.
4.02 Subject to the terms of this agreement, it is hereby agreed that the
Licensor will refer and forward all inquiries originating from the
Territory (concerning purchase of, and other matters related to the
Invention) to the Licensee, at the address set out in Article 7.04
below. It is further agreed that all inquiries concerning the Product
from any source or points or origin which might, in any way, result in
a sale and ultimate delivery of units of the Product to anywhere in the
Territory, shall be referred and forwarded by the Licensor to the
Licensee at the address set out in Article 7.04 below.
4.03 Subject to the terms of this agreement, it is hereby agreed that so
long as this agreement remains in full force and effect, no other
person, partnership, corporation, or other legal entity shall be
granted a license to sell the Product within the Territory.
ARTICLE 5.0 - WARRANTIES
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5.01 The Licensor warrants that it is the holder of the exclusive sales
rights for the Territory for the Product.
5.02 The Licensor further warrants that such sales rights are fully
assignable.
5.03 The Licensor further warrants that it has the right to assign such
license as set forth herein.
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5.04 The Licensor hereby warrants that, if an any time hereafter during the
continuance of this agreement, the Licensor shall make any further
improvements in the Product or in the mode of using same, the Licensor
shall become the owner of owners of any such improvement, then, in
every case the Licensor shall communicate such improvement to the
Licensee, and give it full information respecting the mode of using
same and the Licensee shall be entitled to use same without paying any
further sum in respect of such improvements and information, provided
however that the Licensee shall pay an appropriate price for such
improved units of the Product.
5.05 The parties hereto agree to use their best efforts to carry out the
provisions of this agreement, but in the event of accidents, fires,
delays in manufacturing, delays of carriers, acts of god, governmental
actions, state of war, or any other cause beyond the control of either
party, neither party shall be required to perform nor incur liability
to the other resulting from the inability to perform. The parties agree
that performance shall only be required at the extension of time due to
such circumstances.
5.06 The Licensor hereby warrants and agrees that the rights and/or
privileges granted to the Licensee under the terms of this agreement
shall apply to any improved version of the Product and/or any other
Product which the Licensor and/or Patentee may from time to time
invent, purchase, or otherwise acquire and grant rights to Licensee.
5.07 The Licensor hereby warrants and agrees that the Licensor will take
whatever legal steps are necessary in order to prevent any third
parties from selling the Product within the Territory.
The Licensor further warrants and agrees that it will take whatever
legal steps are necessary in order to protect the trademark of the
Product.
ARTICLE 6.0 - ADVERTISING
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6.01 It is hereby understood and agreed that the Licensee shall be
responsible for arranging and paying for the advertising of the Product
in the Territory.
6.02 The Licensee undertakes to ensure that all advertising material used in
the Territory will conform to local, state, and federal advertising
regulations.
6.03 The Licensor hereby warrants and agrees that it will supply the
Licensee with any of all literature which it may from time to time have
in its possession with regard to the operation and use of the Product.
6.04 The Licensee is hereby granted the right to use the name in any or all
advertising which it may from time to time publish, and it may also
refer to itself in any or all advertising as having the exclusive sales
rights of the Product in the Territory.
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6.05 The Licensor agrees to use its best efforts to promote the Product
within the Territory and in this regard to be responsible for all
industry oriented editorials.
ARTICLE 7.00 - GENERAL CONTRACT PROVISIONS
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7.01 In the event that at any time either party shall deem the other party
to be in default under any terms of this agreement, the one party shall
give to the other party written notice of such default, and the other
party shall have thirty (30) days from the date of such notice to
remedy such default. The parties shall have the right to arrange for
arbitration on any matter alleged to be in default, if the other party
shall disagree, provided that, during the period of alleged default,
the party acting in default shall comply with and rectify the complaint
until the date determined by arbitration.
7.02 Interchem Environmental, Inc. shall be granted one seat on the Board of
Directors of Delta Environmental, Inc.
7.03 This agreement contains the entire agreement between the parties, and
no representations, inducements, or agreements, oral or otherwise, not
embodied herein shall have any force or effect.
7.04 Any agreement hereafter made shall be ineffective to change, modify,
add or discharge in whole or in part, the obligations and duties under
this Agreement unless such agreement is in writing and signed by each
party hereto.
7.05 Any notice given pursuant to this agreement be either of the parties
hereto to the other party, shall be given by sending it by registered
mail properly addressed as follows:
Licensor:
Interchem Environmental, Inc.
0000 Xxxxxx Xx.
Xxxxxxxx Xxxx, XX 00000
Licensee:
Delta Environmental, Inc.
0000 X. Xxxxxxxxx Xx., Xxxxx 000
Xxxxxxx, XX 00000
Any party may change the address at which notices are to be sent by
written notice of such change of address to the other party.
7.06 The Licensee shall not assign its rights and obligations arising under
this agreement without first obtaining the written consent of the
Licensor.
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7.07 Time shall be of the essence of this agreement, and every part thereof.
7.08 This agreement shall be interpreted and construed in accordance with
the alws of the State of Kansas.
7.09 The invalidity of any particular provision of this agreement shall not
affect any other provisions thereof, but the agreement shall be
construed as if such invalid provisions were omitted.
7.10 This agreement shall be binding upon and to the benefit of the parties
hereto, for themselves and their respective legal personal
representatives, successors, and assigns.
IN WITNESS WHEREOF the parties hereto have executed these presents.
DELTA ENVIRONMENTAL, INC.
/s/ Xxxxxxxx X. Xxxx By: /s/ X. X. Xxx
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Witness Licensor
INTERCHEM ENVIRONMENTAL, INC.
/s/ Xxx Xxxx
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Director Director
THE CORPORATE SEAL OF
Interchem Environmental, Inc.
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was hereunto affixed in the presence of:
/s/ Xxxx Xxxx
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THE CORPORATE SEAL OF
Delta Environmental, Inc.
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was hereunto affixed in the presence of:
/s/ Xxxxxxxx X. Xxxx
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