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EXHIBIT 10.9
FIRST AMENDMENT TO DISTRIBUTION AGREEMENT
This First Amendment (the "First Amendment") to the Distribution
Agreement is
entered into as of the 8th day of March, 2006, (the "Effective
Date") by and
between Ovation Products Corporation, a Delaware corporation
("Ovation"), having
a principal place of business at 395 East Dunstable Road, Nashua,
New Hampshire
03062, and Lancy Technology Limited, a company registered in
England and Wales
under company code number 4473542 (previously Lancy Water
Technology Limited and
hereafter "Lancy"), having a principal place of business at Godiva
Place,
Coventry, CV1 5PN, United Kingdom. Ovation and Lancy may each be
referred to
hereinafter as a "Party" or collectively as the "Parties".
NOW THEREFORE, in consideration of the mutual covenants set forth
herein, and
other good and valuable consideration, the receipt and sufficiency
of which are
hereby acknowledged, the Parties agree as follows:
1. Purpose. This First Amendment clarifies and amends the
Distribution Agreement
(the "Agreement") entered into between the Parties on December 16,
2002.
2. Definitions. Capitalized terms used herein and not otherwise
defined shall
have the meanings ascribed to them in the Agreement.
3. Amendment to Section 1.1. Delete the definitions for "Market"
and "Territory"
and insert the following definitions:
"Impregnation Market" means the impregnation markets for the
Products
within the
Impregnation Territory set out in schedule 2 as amended from
time to
time pursuant to this agreement.
"Industrial Market" means the industrial markets for the
Products
within the
Industrial Territory set out in schedule 2 as amended from time
to time
pursuant to this agreement.
"Impregnation Territory" means the impregnation territories set out
in
schedule 2
as amended from time to time pursuant to this agreement.
"Industrial Territory" means the industrial territories set out
in
schedule 2
as amended from time to time pursuant to this agreement.
"Territory" means the Impregnation Territory for Sale of Products
in
the Impregnation Market and the Industrial Territory for Sale
of
Products in the Industrial Market.
"Market" means the Impregnation Market for Sale of Products in
the
Impregnation Territory and the Industrial Market for Sale of
Products
in the Industrial Territory.
4. Amendment of Section 2 . Section 2 is hereby deleted and
replaced in its
entirety by the following:
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2.1 The Company appoints the Distributor as its distributor in the
Impregnation
Territory for the Sale of Products in the Impregnation Market in
accordance with
the terms and conditions of this agreement. The Distributor's
appointment under
this Section 2.1 is exclusive but for the terms of Sherman
Agreement (as defined
in Section 7.6 below) in relation to the Impregnation Market and
the Company
shall not sell or appoint any other distributor or agent for the
Sale of
Products in the Impregnation Market within the Impregnation
Territory. The
Distributor's appointment under this Section 2.1 shall become
non-exclusive if
in any calendar year after 2011, the Distributor does not sell at
least 50
distillation units total in the Impregnation Market and Industrial
Market
combined. The Distributor's appointment under this Section 2.1 may
be canceled
by the Company if the Distributor has less than $25,000 of sales of
Impregnation
Products in any calendar year after 2011.
2.2 In addition the Company appoints the Distributor as its
distributor in the
Industrial Territory for the Sale of Products in the Industrial
Market in
accordance with the terms and conditions of this agreement. The
Distributor's
appointment under this Section 2.2 is exclusive but for the ter
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