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DISTRIBUTOR / BLENDERS AGREEMENT

Distribution Agreement

DISTRIBUTOR / BLENDERS AGREEMENT | Document Parties: PERF GO-GREEN HOLDINGS, INC | INVENTEK COLLOIDAL CLEANERS, Inc You are currently viewing:
This Distribution Agreement involves

PERF GO-GREEN HOLDINGS, INC | INVENTEK COLLOIDAL CLEANERS, Inc

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Title: DISTRIBUTOR / BLENDERS AGREEMENT
Governing Law: New York     Date: 7/14/2009

DISTRIBUTOR / BLENDERS AGREEMENT, Parties: perf go-green holdings  inc , inventek colloidal cleaners  inc
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EXHIBIT 10.17

 

DISTRIBUTOR / BLENDERS AGREEMENT

 

This Distributor / Blenders Agreement ("Agreement") is entered into as of the 1st day of March, 2009 (the “Effective Date”), by and between PERF GO-GREEN HOLDINGS, INC., a Delaware Corporation (”Perf"), and INVENTEK COLLOIDAL CLEANERS, Inc. a Delaware  Corporation ("Inventek”) (each of the foregoing is a “Party” and collectively they are the “Parties”).

 

RECITALS

 

A.           Whereas Inventek desires to enter into a strategic relationship with Perf whereby Inventek shall grant Perf a perpetual royalty free license and exclusive right to sell worldwide the five (5) products listed in Exhibit A and any additional products as the Parties shall mutually agree (the “Products”).

 

B.           Whereas Perf is a marketing and distribution corporation engaged in the sale of certain biodegradable products to retail and commercial customers worldwide and wishes to offer a line of private label cleaning products to its customer base; and

 

C.           Whereas Inventek is an inventor and manufacturer of certain colloidal-based products that are used in the manufacturing of natural, biodegradable cleaning products (“Products”); and

 

D.           The Parties wish to enter into a Distributor / Blender relationship in which Perf will sell Products to retail and commercial, as well as federal, state and local government agencies under the Perf’s private label name Perf Go Clean.

 

 

NOW, THEREFORE, in consideration of the premises herein contained, as well as the mutual obligations herein made and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties, intending to be legally bound, hereby covenant and agree as follows:

 

1.

SCOPE OF SERVICES

 

1.1           Perf shall use its commercially reasonable efforts to solicit orders for Products from potential customers. Perf shall pay all costs and expenses incurred in providing such services.

 

1.2           Perf shall have an exclusive, non-transferable, (unless agreed to in writing by BOTH PARTIES), perpetual license and right to sell the Products in accordance with the terms of this Agreement.

 

1.3           The Products are described in Exhibit A of this Agreement.  From time to time both Parties may review and add Products to this list.  A line card of Inventek’s products are described in Exhibit B of this Agreement.

 

1.4           From time to time, and as often as reasonably necessary Perf shall keep Inventek informed of market developments, competitive activities, any and all non-proprietary feedback Perf receives from its customers, potential customers, competitors, suppliers, and downstream in-direct distribution on Inventek, its Products, and its pricing.

 

 

 


 

 

1.5           Each Party shall provide reasonable support for the sale of Products by Perf.  Inventek will furnish marketing support to assist Perf in introducing Products and services to customers and potential customers.  Each Party shall pay its own expenses in connection with any marketing activities.

 

1.6           Inventek may provide Perf with other services as may be reasonably requested by Perf, such as storage and shipping.  Prices for such services would be agreed to in advance.

 

1.7           Inventek and its principal stockholders and affiliates, successors and assigns agree not compete with Perf in the sale of products substantially similar to the Products, either directly or indirectly.

 

2.

PRICING AND PAYMENT TERMS.

 

2.1           Perf shall pay to Inventek one million dollars ($1,000,000), for the paid-up distributorship rights to the Products. Such payment will be made in Perf’s common stock, with the number of shares determined by utilizing the price of fifty cents ($0.50) per share which shall equal two million (2,000,000) shares of Perf’s common stock (the “Shares”).  Such Shares shall be issued as soon as reasonably practical after Perf amends its Certificate of Incorporation to increase the number of shares of common stock Perf is authorized to issue.  As additional consideration, Perf shall issue to Inventek warrants to purchase 2,000,000 shares of Perf’s common stock with an exercise price of fifty cents ($0.50) (the “Warrant”).  The Warrant shall be exercisable for a period of two years and shall not be exercisable until such time as Perf amends its Certificate of Incorporation in order to increase the number of shares of common stock Perf is authorized to issue.

 

2.2           The Warrant shall be subject to adjustment for stock splits, stock dividends and other dilative events upon which Perf issues shares of its common stock at a price per share of less than $0.50.  Shares issuable under Perf’s 2008 Share Incentive Plan and pursuant to convertible securities outstanding as of the date hereof shall be excluded from such anti-dilutive provisions.

 

2.3           Perf shall determine the prices at which it sells the Products. The transfer prices charged to Perf by Inventek for the Products will be based on the mutually agreed upon price schedule, identified in the Exhibit A.

 

2.4           Product may be delivered to Perf, at the sole discretion of Perf, as a final Product, or in a form of concentrate to be processed into final Product by Perf or by a contract packager of Perf’s choice. Concentrate price are identified in the Exhibit A.

 

3.                TERM.   This Agreement shall terminate five (5) years from the Effective Date of this Agreement unless extended in accordance with this Section 3 (the “Term,” which shall include all extensions thereof).  The Term shall be automatically renewed for successive five (5) year term.

 

 

 

Page 2 of 6


 

 

4.      REPRESENTATIONS AND WARRANTIES

 

4.1            Intellectual Property .  Schedule C sets forth a list of all patents and registered trademarks, trade names and copyrights,


 
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