EXHIBIT 10(s)
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 synthetic roof
underlayment.
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 roof underlayment products. Alpha ProTech and Perma-R
will review and evaluate the progress of roof underlayment 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 $3.0 Million in purchases of roof
underlayment 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 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.
Code Listings:
The listing will be inclusive to cover all codes
and requirements fo
