EXHIBIT 10(r)
Joint Manufacturing &
Marketing Agreement
Written Agreement:
Alpha ProTech Engineered Products, Inc. and
Perma-R Products, Inc., agree to the terms and conditions as set
forth in this agreement in relationship to housewrap.
Exclusivity & Time Frame
:
Alpha ProTech agrees to manufacture and supply
exclusively to Perma-R Products and Perma-R Products agrees to
purchase and market exclusively for Alpha ProTech throughout North
America all housewrap products. Alpha ProTech and Perma-R will
review and evaluate the progress of housewrap at the end of 2007
with further reviews and evaluations every 3 years thereafter.
During the initial 3 year period, Alpha ProTech requests a minimum
of $5.0 Million in purchases of housewrap per year. Future
purchases beyond the 3 years would be established and mutually
agreed to during the review at the end of 2007. After each review
and evaluation, the new purchasing volumes established will set
precedence for future term agreements beyond the initial three
years. At the end of any review period either party has the right
on 120 days notice to discontinue the exclusivity aspect of the
agreement.
Pricing:
The pricing will reflect two price levels based
on the territory sold as described below and will be inclusive of
freight and delivery charges in the continental United States. Any
shipments outside of the continental United States will be F.O.B.
Alpha ProTech’s shipping location. The initial pricing will
be valid for one year from date of agreement so long as raw
material prices do not adjust by more or less than 3.75% at any
time during the first year. After the first year, any and all price
changes will be awarded a 60 day notice from implementation of a
price change. All initial custom plates are at the expense of
Perma-R and all replacement plates after 5,000 rolls of printed
material will be at the expense of Perma-R. Any damage or abuse to
plates in between the initial plate and the printing of 5,000 or
more rolls will be at the expense of Alpha ProTech. All pricing
will be held in strict confidence and not shared with any employees
outside of this agreement. Payment terms shall be Net 30
Days.
Zone 1 will be East of Texas, Oklahoma, Kansas,
Nebraska, South Dakota and North Dakota.
Zone 2 will be West of Louisiana, Arkansas,
Missouri, Iowa and Minnesota.
Co
