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EXHIBIT 10.96
THIS AGREEMENT is made the 29th day of April 1997 BETWEEN:
(1) WILSHIRE TECHNOLOGIES INC., whose principal office is at 0000 Xxxxxxx
Xxxxxxx, Xxxxx X, Xxxxxxxx, XX 00000, Xxxxxx Xxxxxx of America
("Wilshire");
(2) INNOVATIVE TECHNOLOGIES LIMITED, whose registered offices is at Road Three,
Xxxxxxxx Xxxxxxxxxx Xxxxxx, Xxxxxxxx XX0 0XX, Xxxxxxx ("IT"); and
(3) INNOVATIVE TECHNOLOGIES GROUP PLC, whose registered office is also at Road
Three, Winsford Industrial Estate aforesaid ("IT PLC").
WHEREAS:
(A) IT and Wilshire entered into (i) a Product Development and License
Agreement for Gloves on 20 June 1993 ("the Glove License") and (ii) a
supplemental Agreement dated 18 April 1995 ("the Supplemental Agreement")
in respect of certain modifications and other matters concerning the Glove
License.
(B) The Glove License as modified by the Supplemental Agreement is referred to
in this Agreement as "the Glove Agreement".
(C) IT and Wilshire have reached agreement on the following terms for the
purpose of termination of the Glove Agreement.
(D) IT PLC is entering into this Agreement to confirm its separate agreement to
the terms being accepted by IT.
IT IS HEREBY AGREED as follows:-
1. DEFINITIONS
Terms used in this Agreement will have the same meanings as given to them
in Clause 1 of the Glove License.
2. TERMINATION
2.1 In consideration of the parties' respective obligations in this
Agreement the parties agree that the Glove Agreement is hereby
terminated with immediate effect and IT and IT PLC each acknowledges
that it has and shall have no claim against Wilshire, and Wilshire
acknowledges that it has and shall have no claim against IT or IT PLC,
arising out of such
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termination or any breach or default in respect of any of the
provisions of the Glove Agreement.
2.2 Accordingly each of IT and IT PLC hereby waives and releases Wilshire,
and Wilshire hereby waives and releases IT and IT PLC, from any claims
proceedings or demands whatsoever of any nature, whether or not
accrued at the date of this Agreement, arising out of or in connection
with the Glove Agreement. This Agreement constitutes full and final
settlement of any rights or claims whatsoever which any party hereto
may have arising out or in connection with the Glove Agreement.
2.3 Without affecting the generality of Clause 2.2, IT and IT PLC agree
that the said waiver and release by IT and IT PLC will include and
will terminate and cancel all obligations to pay royalties under any
provision of the Glove License, whether minimum royalties or other
royalties and whether such royalties are due or not at the date of
this Agreement. Accordingly, and without affecting the generality of
the previous sentence, Wilshire will not be liable for any royalties
should it decide to sell (rather than dispose of or use) any Licensed
Products within its residual inventories of Licensed Products already
manufactured at the date of this Agreement Provided that Wilshire
shall on the expire of six (6) months following the date of this
Agreement have disposed of all residual stocks of the Licensed
Products.
2.4 IT and Wilshire hereby acknowledge that during the course of the Glove
Agreement they have had access to and have been entrusted with
information that is secret and confidential as defined in Clause 1 of
the Glove Agreement as "Confidential Information" and that disclosure
of such information (whether directly or indirectly) to actual or
potential competitors of Wilshire or IT or their associates
respectively could place it or them a serious competitive disadvantage
and could do serious damage (whether financial or otherwise) to its or
their business. Each of Wilshire and IT accordingly agrees that for a
period of five (5) years from the date of this Agreement it will keep
secret and not disclose either directly or indirectly to any third
party nor use for its own purposes, and will use its reasonable
endeavors to prohibit any unauthorized disclosure of, any Confidential
Information provided to it by IT or Wilshire (as the case may be) save
that the above provisions of this Clause 2.4 shall not apply to any
information which: -
2.4.1 is as the date of this Agreement or at any time after the
date of this Agreement comes into the public domain other
than through breach of this Clause 2.4 by Wilshire or its
employees or contractors or by IT or its employees or
contractors; or
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2.4.2 can be shown by Wilshire to the reasonable satisfaction of
IT to have been known by Wilshire before disclosure to IT by
Wilshire, and vice versa; or
2.4.3 Subsequently comes lawfully into the possession of Wilshire
or IT from a third party.
3. GENERAL
3.1 This Agreement supersedes all prior agreements, understandings and
communications between any of the parties hereto whether oral or in
writing in relation to the Glove Agreement or its termination.
3.2 This Agreement shall be governed by and construed in accordance with
English Law.
3.3 This Agreement may be in any number of counterparts each of which when
executed and delivered shall be an original but all the counterparts
together shall constitute one and the same instrument.
AS WITNESS the hands of the duly authorized representatives of each of Wilshire,
IT and IT PLC the day and year first above written.
SIGNED by Xxxx Xxx Xxxxxx )
)
on behalf of WILSHIRE TECHNOLOGIES INC. )
SIGNED by Xxxxx X. Xxxxx )
)
on behalf of INNOVATIVE TECHNOLOGIES LIMITED )
SIGNED by X. X. Xxxxxxx )
)
on behalf of INNOVATIVE TECHNOLOGIES GROUP PLC )
