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EXHIBIT
10.4
MANAGEMENT &
RENTAL AGREEMENT
THIS AGREEMENT is effective
as of the Effective Date, by and between TRUE GRAVITY ENTERPRISES,
INC., an Arizona corporation having an office at 4405 E. Baseline
Road, No. 120, Phoenix, AZ 85042, and AURIOS, INC., an Arizona
corporation having an office at 4405 E. Baseline Road,
No. 120, Phoenix, AZ 85042, .
WHEREAS, True Gravity
Enterprises, Inc. rents certain real property (the
“Property”, defined more specifically below) and
possesses design, manufacturing, sales, marketing and general
administrative expertise in small business operation;
and
AURIOS is in the business of
selling vibration isolation devices into the audio-video
market.
In consideration of the
mutual covenants and representations in this document, the parties
agree as follows:
1.1 “Subsidiary(ies)” means
any corporation, company, affiliate, or other entity, whose
outstanding shares or securities representing the right to vote for
the election of directors or other managing authority are, now or
hereafter, owned or controlled, directly or indirectly by a Party
hereto, but such corporation, company, affiliate, or other entity
shall be deemed to be a Subsidiary only so long as such ownership
or control exists.
1.2 “Confidential
Information” shall mean any confidential proprietary
information including non-public designs, specifications, drawings,
dimensions, processes, practices, communications, manufacturing,
economic, financial, sales, marketing, management, quality control
and other proprietary data, materials, know-how, or information
contained in presentations, emails, letters, memos, discussions,
notes, analysis, documents, practices, studies, reports, budgets,
forecasts, and other mediums of disclosure, which may have been
disclosed by either Party to the other Party during the term of the
Agreement in verbal, written, graphic, computer or machine
recognizable, and/or tangible form, and which is clearly
designated, labeled or marked as confidential proprietary, e.g.,
“CONFIDENTIAL PROPRIETARY,” or its equivalent, or
should be known by Recipient to be confidential in
nature.
1.3 “Effective Date” means
January 1, 2007
1.4 “TGE” means TRUE GRAVITY
ENTERPRISES, INC. and its Subsidiaries.
1.5 “AURIOS” means AURIOS
Inc. and its Subsidiaries.
1.6 “Party(ies)” means TGE
and/or AURIOS, as the case may be.
1.7 “Property” means the
approximate 12,120 sf of office and shop space located at 4405 E.
Baseline Rd., Suite 120, Phoenix, AZ. 85042.
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MANAGEMENT AND OPERATIONAL SERVICES |
2.1 TGE shall provide the following
services to Aurios: sales, marketing, accounting, manufacturing,
storage and inventory control, shipping/receiving, new product
design, and general administrative oversight (hereinafter referred
to collectively as “Management Services”).
2.2 TGE shall make available to Aurios a
minimum of 500 square feet and a maximum of 1,000 square feet of
space at the Property.
2.3 TGE shall maintain the phone lines
and internet connection in good working order.
2.4 TGE shall pay the rent to the
Property owner as well as all property taxes and utilities in a
timely manner.
3.1 The Parties acknowledge that
confidential proprietary information may be disclosed by TGE
(“Discloser”) to AURIOS (“Recipient”)
and/or disclosed by AURIOS (“Discloser”) to TGE
(“Recipient”) as the case may be. Confidential
Information which is disclosed verbally may be identified by
Discloser to Recipient as confidential at time of disclosure and
may be confirmed in writing by the Discloser within thirty
(30) days after such disclosure by submitting a letter
containing substantially similar information or a summary of the
Confidential Information disclosed to Recipient.
3.2 The Parties hereby agree that
Recipient shall (i) not disclose, publish, distribute,
transfer, loan, provide, or otherwise make available the
Confidential Information to any third party without written consent
of Discloser, (ii) restrict dissemination of Confidential
Information to only those directors, officers, employees,
representatives, advisors, contractors, consultants, or agents who
must be directly involved with Confidential Information and who are
bound by a duty of confidentiality applicable to the Confidential
Information, (iii) use the same degree of care as for its own
information of like importance, but at least use reasonable care,
in safeguarding against disclosure of Confidential Information of
the other Party, and (iv) use the Confidential Information
solely for exercising its rights or performing its obligations
under this Agreement.
3.3 Recipient’s obligations
regarding Confidential Information received under this Agreement
expire five (5) years from the date of disclosure.
3.4 This Agreement imposes no obligation
upon Recipient with respect to Confidential Information disclosed
under this Agreement which (i) is now available or becomes
available to the public without breach of this Agreement,
(ii) is explicitly approved for release by written
authorization of Discloser, (iii) is lawfully obtained from a
third party without a duty of confidentiality, (iv) is
disclosed to a third party by Discloser without a duty of
confidentiality, (v) is known to Recipient prior to such
disclosure, or (vi) is at any time developed by Recipient
independently of any such disclosure(s) from Discloser.
3.5 Disclosure of Confidential
Information shall not be precluded if such disclosure is
(i) in response to a valid order of a court of competent
jurisdiction, (ii) required by SEC disclosure rules, or
(ii) otherwise required by law through no act of the
Recipient, provided, however, in the event of a court order that
the Recipient shall first notify the Discloser of such court order
in a timely manner to allow the Discloser to obtain a protective
order requiring that the information and/or documents so disclosed
be used only for the purpose for which the order was
issued.
3.6 Recipient agrees that all
Confidential Information received is and shall remain the property
of Discloser and that such shall not be copied or reproduced
without the express permission of the Discloser, except for such
copies as may be absolutely necessary in order to perform tasks for
the benefit of the Discloser. Upon written request, Recipient shall
either return all the Confidential Information to Discloser along
with all copies and/or derivatives made, including that on computer
databases and copies of portions of the Confidential Information,
or destroy all Confidential Information and certify by written
memorandum that all such Confidential Information has been
destroyed, except that Recipient may retain archival copies of the
Confidential Information, which are to be used only in case of a
dispute concerning this Agreement.
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ALTERNATE DISPUTE RESOLUTION |
4.1 The Parties agree that they shall
attempt to settle any claim or controversy arising out of this
Agreement through consultation and negotiation in the spirit of
mutual cooperation.
4.2 With respect to any dispute arising
out of this Agreement for which the Parties cannot reach amicable
settlement on their own (Dispute), the Parties agree to submit
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