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:
1.1 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.
|
|
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.
4.
REPRESENTATIONS AND WARRANTIES
4.1
Intellectual Property . Schedule C sets forth a
list of all patents and registered trademarks, trade names and
copyrights,