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EXHIBIT 10.4
LIMITED EXCLUSIVE MARKETING
BILATERAL AGREEMENT
BE IT RESOLVED, that in consideration of the desire of B. Xxxxx Xxxxxx,
individually and as Chairman-of-the-board and CEO of Moonlighting Distribution
Corporation-USA dba Moonlighting International, hereinafter referred to as
Grantor, and Summit Technologies, Inc., hereinafter referred to as Licensee, the
parties to this agreement do hereby agree to the mutual promises and covenants
contained herein;
1. Grantor agrees to assign to Licensee limited exclusive
marketing rights to the product FireKare, FirePower 911, Super
Cold Fire, Flame Out. The limitation herewith shall be
dependent on a license fee being paid to the Grantor in the
amount of $10,000 by Licensee, and meeting the annual
production schedule contained in exhibit A to this agreement.
Grantor agrees that any new technology or product enhancements
shall transfer in product improvements to the Licensee.
(Exhibit A shall consist of the exact provisions granted Xxxxx
Xxxxxx/Moonlighting International by BioGenesis Enterprises,
Inc.)
2. Grantor agrees that Licensee may utilize the names Grantor is assigning
to Licensee, more specifically Moonlighting International. Further,
Grantor gives Licensee the right to develop new names by which to
market the product. Names being assigned by virtue of this agreement
are FireKare, FirePower 911TM, Super Cold FireTM and/or Flame OutTM.
3. Grantor agrees to a unit pricing based on the Pricing Schedule
Exhibit B. Grantor retains the right to increase pricing to
Licensee only in the event that such increase would result
from increased manufacturing cost of product because of
increased pricing from BioGenesis Inc. or packaging costs.
Such increase, if any, would be verifiable to Licensee.
Exhibit B shall consist of the exact same pricing provision
granted Xxxxx Xxxxxx/Moonlighting International by BioGenesis
Enterprises, Inc.
4. Grantor warrants to Licensee that there shall be no other sales of this
unique formulation except to Licensee, unless Licensee fails to meet
the production quota or grandfathered accounts. This grandfathered
account is Moonlighting International-Philippines for FirePower 911TM
cans.
5. Licensee represents that the $10,000 license fee has been solicited and
is being paid for the sole purpose of marketing exclusively this
FireKare, FirePower 911TM, Super Cold FireTM and/or FlameOutTM.
(subject to conditions in paragraph 4) Grantor expressly grants to
Licensee the rights of electronic
Exhibit 10.4
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media, direct sales, retail, mail-order and/or multi-level sales
opportunities. Direct Sales shall be so broad in scope that this will
cover any type of marketing endeavor.
6. Grantor agrees that this agreement shall remain in effect with
Licensee, their heirs, successors or assigns so long as the production
requirements of Exhibit A are continually met.
7. In the event of any dispute in connection herewith, The AMERICAN
ARBITRATION ASSOCIATION, and the laws thereof shall prevail. Court
costs and attorneys fees shall be paid by the non-prevailing party.
8. Grantor agrees that Licensee shall have the first right of refusal on
all products manufactured by Moonlighting Distribution Corporation-USA
with exception of the Pannache by Xxxxx skin care line. Grantor's role
to Licensee shall be that of manufacturer/supplier for Licensee.
9. Each party hereto stipulates that any and all names, telex, faxes, or
telephone numbers and fax numbers, and any other matters, arising
between the parties and properly identified as confidential in
accordance with paragraph 7, hereto shall be kept totally confidential
and not be further distributed without permission by the other party to
do so.
10. For this agreement to be applicable to a specific matter, the providing
party shall identify the matter to the receiving party in writing
citing this agreement.
11. This agreement may be terminated for just cause as outlined herein and
only by the stipulations set forth in this agreement.
In witness thereof, we have subscribed our names thereto and agree that this
agreement became effective the 6th of October, 1997.
For Moonlighting Distribution For Summit Technologies, Inc.
Corporation-USA
/s/ Xxxxx Xxxxxx /s/ B. Xxxxx Xxxxxx
Xxxxx Xxxxxx, President B. Xxxxx Xxxxxx, Chairman/CEO
Individually
/s/ B. Xxxxx Xxxxxx
B. Xxxxx Xxxxxx, Individually
Exhibit 10.4
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State of Texas
County of Xxxxx
This Instrument was acknowledged before me on 10-6-97 by Xxxxx Xxxxxx and Xxxxx
Xxxxxx.
/s/ Xxxxxxxx X. Xxxxxxxx
(Seal) Notary Public, State of Texas
My commission expires 7-25-2001
Exhibit 10.4
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