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Exhibit
10U
Joint Venture Distribution Rights Agreement
AGREEMENT (the “Agreement”) dated as of May 15,
2008 by and between Innova Pure Water
Inc, having
its principal offices at 3001 Countryside
Blvd., Clearwater FL, 33761 . (Hereinafter referred
to as “DISTRIBUTOR”) and S EYCHELLE ENVIRONMENTAL
TECHNOLOGY, INC. (Hereinafter referred to as the
“Company”), having its principal offices at 33012 Calle
Perfecto, San Juan
Capistrano, CA 92675 .
WHEREAS
, DISTRIBUTOR now desires to be designated by the Company as
a Joint Venture partner of the water filtration products
manufactured and sold by the Company which products are
described on Exhibit
“A” hereto (and are each herein referred
to individually as a “Product” and, collectively,
as the “Products”), and thereby to have and hold
the right to distribute and sell each of the Products within
The Territory described in Exhibit
“B” and at OEM prices covered in
Exhibit
“C” and
WHEREAS, the
Company is willing to designate and empower DISTRIBUTOR as a
Joint Venture partner for the distribution of the Products in
The Territory on the terms and conditions set forth
herein.
NOW THEREFORE , in consideration of
the mutual covenants herein contained, and for other and good
and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending
to be legally bound hereby, agree as
follows:
1. Grant of
Distribution Rights.
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A.
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The
Company hereby grants to DISTRIBUTOR the right to distribute and
sell each of the Products within the Territory. The Products are to
be labeled under the Innova brand name, a brand name of one of
their customers, or by mutual agreement a Seychelle
brand.
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B.
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The
parties hereto understand and agree that the scope of the rights so
granted (the Distribution Rights”) shall mean, include and
encompass the following:
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DISTRIBUTOR
acknowledges that it is not acquiring any Trademarks or Trade
Secrets from the Company as a part of this Agreement.
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DISTRIBUTOR
acknowledges that it is acquiring the rights to use any and all
Seychelle Patents in the manufacture of water filtration
bottles. Innova gives Seychelle similar rights to use
any and all Innova Patents in the use and manufacture of its water
filtration bottles.
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DISTRIBUTOR
acknowledges that it is not acquiring any rights to produce or use
trade names, literature, advertise or send out press releases
pertaining to the Company without the advanced written consent of
the Company.
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DISTRIBUTOR
shall be exclusively responsible for all sales, promotion and
marketing expenses relating to its distribution and sale of
Products in The Territory.
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DISTRIBUTOR
covenants and agrees that it will not distribute or resell any
Products purchased from the Company other than in The Territory
without first advising the Company of its intention and receiving
the Company’s prior written approval to do so.
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2. Products to be Sold
The
Company hereby agrees to sell to DISTRIBUTOR Products covered
in Exhibit
“A.”
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A.
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DISTRIBUTOR
shall be responsible for all costs of shipping the purchased
Products from its plant in San Juan Capistrano, CA
92675.
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B.
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The
Company represents and agrees that it will use all commercially
reasonable efforts to
manufacture and deliver any Products ordered by DISTRIBUTOR on a
priority basis, but in all events in a timely manner. Subject to
availability of component parts and Acts of God, the Company will
ship all orders within 45 days of receipt of funds.
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3. Indemnification.
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A.
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The
Company warrants and represents to DISTRIBUTOR that (i) the Company
has full power and authority to grant the Distribution Rights, (ii)
no approval or consent of any third party is required to enable the
Company to make such grant or for DISTRIBUTOR thereupon to be
entitled to exercise the full rights and benefits intended thereby,
and (iii) the grant thereof will not breach any license, patent or
other right or agreement to which the Comp
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