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EXHIBIT 10.39
MARKET AND PRODUCT DEVELOPMENT AGREEMENT
This Agreement, made as of the 22nd day of
February, 2005 ("Effective Date")
between and among Daleco Resources
Corporation, a Nevada Corporation, having its
principle place of business at 120 North
Church Street, West Chester, PA 19380
(hereinafter "Daleco"); EEC North America
LLC, a Pennsylvania Limited Liability
Corporation, with offices at Abington Hall,
Suite 300, 1777 Sentry Parkway West,
Blue Bell, PA 19422, (hereinafter "EEC");
Organica Biotech, Inc., a Pennsylvania
Corporation, with offices in 705 General
Washington Avenue, Suite 500,
Norristown, PA 19403 (hereinafter
"Organica"); and Enviro/Sci Corporation, a
Pennsylvania Corporation, having its
address at P.O. Box 2063, Southeastern, PA
19399-2063 (hereinafter "ESC")
(hereinafter, Daleco, EEC, Organica and ESC are
sometimes collectively referred to as the
"Parties") ; sets forth the mutual
understandings and covenants of the
Parties.
RECITALS
WHEREAS, DALECO has successfully created
products for the various environmental
markets to include but not limited to water
and wastewater treatment
applications; and
WHEREAS, EEC is an industry leader in
wastewater package plants using
proprietary high speed biological treatment
systems; and
WHEREAS, ORGANICA has developed advanced
bioengineering products to provide
improved waste degradation in sewage
treatment by controlling the type and
functionality of bacteria; and
WHEREAS, ESC has demonstrated extensive
knowledge and experience in the
environmental field, including but not
limited to, the water and wastewater
industries (hereinafter the "Relevant
Market"); and
WHEREAS, the Parties desire to develop
products and services designed to meet
the needs of the Relevant Market; and
WHEREAS, the Parties believe that the best
way to meet said needs is through an
integrated approach involving strategic
alliances; and
WHEREAS, the Parties believe that a
strategic alliance whereby their skills and
experience were combined ("Bundled
Approach") would satisfy this approach:
NOW THEREFORE, in consideration of the
mutual covenants and promises herein set
forth, the Parties do agree as follows.
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ARTICLE I--CONCEPT OF COLLABORATION
PRODUCTS AND SERVICES
The Parties will share their intellectual
property with each other pursuant to
their existing non-disclosure agreements,
all of which are hereby extended until
February 21, 2010 in order to review their
existing products and services to
determine whether the needs of the Relevant
Market are being met. This will
involve defining the needs of the Relevant
Market, the products and services
being offered, in general, and how an
Bundled Approach would benefit the
customers in the Relevant Market. To the
extent that new products or services
need to be developed and the Parties agree
to do so, the Party who develops the
new product or service will own all
intellectual property so developed, with
each of the non-developing Parties having a
license to use such intellectual
property as part of the Bundled Approach.
To the extent that the Parties
specifically agree to develop products or
services jointly, they will define at
the outset, in writing, how the
intellectual property will be owned. The Parties
further agree that any product or service
developed, either separately or
jointly, which results from the Parties'
interaction shall be made available to
all Parties without undue restrictive fees
and /or covenants
MARKET DEVELOPMENT
The Parties agree that they have existing
customers and contracts and nothing
herein shall give any Party the right to
contact a customer of another Party,
unless permission is first granted, in
writing, by the other Party. Any Party
may identify new opportunities for its
existing customers, and said Party will
be considered to be the lead marketer for
that customer, unless the Parties
agree otherwise. For such existing
customers, each of the Parties shall be
granted the right to participate in the
pursuit of the customer; however, each
Party will also be granted the right to
decline to join in said pursuit by
notifying the other Parties in writing of
its election not to participate in the
pursuit. Likewise, new opportunities may be
identified by any of the Parties. In
that case, the Parties will designate the
Party who should take the lead in
marketing the products and services of the
Parties to these new opportunities.
Again, all Parties shall have the right to
join in the pursuit of the new
opportunities; Any Party may decline to
join in the pursuit of the new
opportunities so by notifying the other
Parties in writing of its election. In
the course of these marketing efforts, the
Parties may identify new applications
for their present or future products or
services. In that case, the Parties will
have the right to develop the market
jointly or to decline to participate in the
marketing efforts to do so as set forth
above.
PRICING OF PRODUCTS AND SERVICES
Each Party has the sole right to determine
the prices that each will charge to
customers for its products and/or services.
However, the Parties agree to review
pricing issues for the relevant market to
determine appropriate pricing of
integrated or bundled offerings.
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ARTICLE II--CONCEPT OF MARKETING
SPECIFIC OFFERINGS
The Parties agree that all specific
offerings to customers utilizing the Bundled
Approach to satisfy a defined opportunity
will be done by a separate agreement
between the Parties, defining the role of
each Party, the nature of the pr
