Exhibit 10.4
AGREEMENT
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AGREEMENT made this 11th day of February, 1998, between EMPIRE CONSULTING
LTD., INC., a New York corporation ("Company"), and SAF T LOK INCORPORATED, a
Florida corporation ("STL").
WHEREAS:
A. The Company has, alone or together with others, introduced STL to
United Safety Action, Inc. ("United") which has entered into a Distribution and
Purchase Agreement with STL, dated February 11, 1997, pursuant to which United
has agreed to purchase and distribute products designed and manufactured by STL
throughout the world ("DPA");
B. STL wishes to compensate the Company for procuring the DPA and for all
orders for products which are placed by United with STL pursuant to the DPA.
NOW, THEREFORE, it is agreed:
1. Commissions. The Company shall be entitled to a cash commission of
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15% of the gross dollar amount of each final sale invoice or non-refundable
deposit for any order placed by United or its Customers, as defined in the DPA,
which shall be payable within 15 days after receipt of payment by STL on each
such order, and 15% of each of the Warrants exercised by Danvers Investment
Corp., Amexcorp Limited or Atom Corp. pursuant to an Agreement of even date
between STL and Danvers Investment Corp., Amexcorp Limited and Atom Corp.
("Commissions"). Commissions shall be payable to the Company by STL and
calculated on partial payments as well as full payments.
2. Notices. Any notice, request or demand required to be made or given
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hereunder must be in writing and shall be given or shall be deemed given or made
one day after it has been sent by overnight or express mail courier and fax, at
the addresses and the fax numbers set forth below, or at such other address as
any party shall subsequently provide to the other party in writing, as follows:
IF to STL:
Saf T Lock Incorporated
00000 XX Xxxxxxx Xxxxxxx
Xxxxxxxx, Xxxxxxx 00000
Attn: Xxxx Xxxxxxx, President
Fax: 000-000-0000
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If to the Company:
Empire Consulting Ltd., Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxxxxx, Esq.
Fax: 000-000-0000
3. Term. The Term of this Agreement shall be the same Term as set forth
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in the DPA, including any successive periods which extend the term under the
DPA.
4. Arbitration. All disputes that may arise under this Agreement, except
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for disputes which may necessitate extraordinary equitable or injunctive relief,
that are not adjusted by the parties themselves, shall be submitted to binding
arbitration in New York City, New York, before the American Arbitration
Association under its Commercial Rules then prevailing. All costs of
arbitration, including each party's attorneys fees and the fees of the
arbitrators, shall be paid by the non-prevailing party. Pending resolution of
any dispute, if requested in writing by the Company, STL shall proceed
diligently with the performance of its obligations hereunder, including the
payment of Commissions to the Company.
5. Miscellaneous.
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(a) Relationship of Parties. This Agreement does not constitute a
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partnership or joint venture between STL and the Company.
(b) Governing Law. This Agreement and any dispute or claim arising
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under this Agreement shall be governed by the laws of the State of New York
without regard to principles of conflicts of law.
(c) Jurisdiction. The parties hereby consent to the personal
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jurisdiction of an arbitrator or court located in New York City, New York, and
of the United States District Court for the Southern District of New York.
Service of process may be made by certified mail/return receipt requested or any
other method of service of process authorized by law. Each party agrees that it
shall not assert venue as a defense to any action or proceeding or make any
argument based on principles of forum non conveniens or similar legal principles
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or doctrines.
(d) Assignment. STL may not assign its rights under this Agreement
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without the express written consent of the Company.
(e) No Waiver. Failure of any party to insist upon the strict
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performance of this Agreement, or a delay in exercising any remedy provided
under this Agreement, shall not constitute a waiver of any rights, remedies,
terms, conditions or provisions of this Agreement.
(f) Survival of Obligations. Obligations which, by their nature,
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would continue beyond termination or expiration of this Agreement, including by
way of illustration only and not
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limitation, sections related to warranty and indemnification, shall survive
termination or expiration of this Agreement by either party for any reason.
(g) Entire Agreement. This Agreement constitutes the entire agreement
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and understanding between parties as to the subject matter of this Agreement and
supersedes all previous written or oral communications, representations or
agreements. This Agreement may not be modified except by a written instrument
executed by both parties.
(h) Remedies. Remedies available to either party for breach of this
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Agreement are cumulative and may be exercised concurrently or separately, and
the exercise of any one remedy shall not be deemed an election of such remedy to
the exclusion of other remedies.
(i) Headings. The paragraph headings used in this Agreement are for
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convenience of reference only and shall not in any way limit or amplify the
terms and provisions hereof, nor enter into the interpretation of this
Agreement.
(j) Binding Agreement. The persons executing this Agreement on behalf
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of the parties have been duly and validly authorized to do so, and this
Agreement is a valid and binding obligation of the parties. Simultaneously with
the execution of this Agreement, STL shall deliver to the Company a resolution
of its Board of Directors authorizing STL to enter into this Agreement and
consummate the transactions contemplated hereunder.
(k) Counterparts. This Agreement may be executed in counterparts,
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each of which shall be deemed an original and all of which constitute one and
the same Agreement.
(l) Severability. If any term of this Agreement shall be unlawful,
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void or unenforceable, such term shall be deemed omitted to the extent
prohibited or invalid, but the remainder of this Agreement shall not be
invalidated and shall be given effect to the extent possible.
This Agreement has been executed as of the date first above written.
SAF T LOK INCORPORATED
A Florida corporation
By:
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Xxxx Xxxxxxx, President
EMPIRE CONSULTING LTD., INC.
A New York corporation
By:
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