Exhibit 10V
Joint Venture Distribution
Rights Agreement
AGREEMENT (the “Agreement”) dated as of
September 22, 2008 by and between Ecousable, having its
principal offices in Redondo Beach CA 90277
(Hereinafter referred to as “DISTRIBUTOR”) and
SEYCHELLE 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 prices covered in Exhibit “C” and
terms and conditions described in Exhibit “D ”
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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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 AquaSur, Seychelle, or Ecousable brand; or a
brand name of one of DISTRIBUTORS or Company’s
customers.
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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 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
shall be responsible for all sales (Including the Internet) of the
stainless steel bottles within the territory, and manage all sales
representatives; either their own or those working for The Company.
Therefore, all sales of stainless steel bottles fall within this
Joint Venture Agreement.
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DISTRIBUTOR and
Company will share equally in all profit generated by all sales
efforts of both parties.
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The Company hereby agrees to sell to
DISTRIBUTOR Products covered in Exhibit “A.”
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DISTRIBUTOR
shall be responsible for all costs of shipping the purchased
Products from point of manufacture, San Juan Capistrano,
California.
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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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The Company
shall be responsible for all manufacturing, operations, warehousing
and shipping of all sales orders to all customers.
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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
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