MANUFACTURING AGREEMENT
This Manufacturing Agreement (this "Agreement") is made as of ____________,
1999, by and between Tiro Industries Inc., a Minnesota corporation
("Manufacturer") and The Lamaur Corporation, a Delaware corporation
("Purchaser").
Recitals:
A. Purchaser is a marketer, seller and distributor of various hair care,
skin care and associated health and beauty products.
B. Manufacturer is a manufacturer of custom hair care, skin care, cosmetic
and chemical specialty products.
C. Purchaser and Manufacturer have agreed that, pursuant to the terms and
conditions of this Agreement, Manufacturer shall manufacture for and
sell to Purchaser, and Purchaser shall purchase from Manufacturer,
certain Lamaur products as described herein.
THEREFORE, THE PARTIES TO THIS AGREEMENT AGREE AS FOLLOWS:
1. TERM; EXCLUSIVE MANUFACTURER.
1.1 Manufacturer hereby agrees that during the three (3) year term of
this Agreement (the "Agreement Term") commencing on the date
hereof and terminating on ___________, 2002, Manufacturer shall
be the exclusive manufacturer of all of Purchaser's aerosol and
non-aerosol hair care and skin care products (the "Products"),
except those New Products which Manufacturer, at its option,
shall elect not to manufacture. The term "Products" shall also
include New Products as that term is defined below.
1.2 Purchaser's obligation to maintain Seller as its exclusive
supplier of the Products shall be subject to Manufacturer's
performance of the provisions of this Agreement relating to
manufacturing schedules, quality standards and specifications and
such other specifications mutually agreed in writing by Purchaser
and Manufacturer. In the event of material and continuing
non-performance by Manufacturer under this Agreement after
written notice and a reasonable opportunity to cure, and to the
extent Purchaser has complied with all of the provisions of this
Agreement, Purchaser shall have the option to seek alternative
sources for the Products.
1.3 Purchaser's obligation to maintain Manufacturer as Purchaser's
exclusive supplier shall be limited to supplying those products
owned by Purchaser on the date hereof, or developed by or with
the assistance of Manufacturer during the term of this Agreement
("New Products"). Purchaser hereby grants Manufacturer a first
right to bid on the manufacture of any New Products.
2. PRICING.
2.1 The per case prices charged by Manufacturer for the Products to
be delivered hereunder from time to time shall be determined in
accordance with Exhibit A attached hereto or in any amendments or
addenda thereto duly signed on behalf of Manufacturer and
Purchaser.
2.3 Notwithstanding anything contained in this Agreement to the
contrary:
a. Pricing described in Exhibit A shall be available under this
Agreement only with respect to brands owned now or in the
future by Purchaser or developed by Manufacturer for
Purchaser; in the event this Agreement is assigned as
permitted in Section 13, such assignee or successor shall
only be entitled to discounts with respect to Lamaur
Products manufactured by Manufacturer; and
b. Except as specifically provided otherwise in this Agreement,
Manufacturer's price as determined by this Section 2 shall
consist of (i) a fill-and-pack fee; (ii) direct labor; (iii)
chemicals; and (iv) sub-contractor charges; and shall be
exclusive of all packaging materials required for the
Products and all shipping.
3. ORDER AND MANUFACTURING SCHEDULING.
3.1 Manufacturer will manufacture Products for Purchaser based upon
firm, non-cancelable manufacturing orders which are placed ninety
(90) days in advance of delivery and further based upon a
non-binding six month rolling forecast.
3.2 Purchaser shall be responsible, at its expense, for providing all
packaging necessary for the manufacture of Products in a timely
manner giving due regard to the production schedules for the
manufacturing orders described in Section 3.1 above. For purposes
of this Section, the term "packaging" means all bottles, tubes,
caps, labeling, shrink-wrap, point of purchase advertising
inserts or attachments, cases and/or boxes. All packaging
provided by Purchaser shall be stored in the Storage Space (as
hereinafter defined) until used by Manufacturer to package
Products for Purchaser.
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3.3 In addition to payment for Products as described in Section 2
above, Purchaser shall be required to pay for any excess custom
chemicals or other expenditures made by Manufacturer on behalf of
Purchaser ("Custom Items") which are based upon Purchaser's
forecasts and which become obsolete or remain unused for six (6)
months at any time during the term of the Agreement or upon
termination of the Agreement. Manufacturer will charge Purchaser
120% of Manufacturer's cost, inclusive of freight, for such
obsolete or unused Custom Items plus any direct costs of
disposal. Manufacturer shall notify Purchaser of its intent to
purchase Custom Items before the purchase by Manufacturer and
will provide Purchaser with a monthly inventory report for
purposes of projecting any potential obligation with-respect-to
Custom Items.
3.4 Not later than the tenth (10th) day of each month, Purchaser
shall provide Manufacturer the following specific information:
3.4.1 Previous month usage;
3.4.2 Growth projections in excess of regular stock;
3.4.3 Promotional merchandise in excess of regular stock
3.4.4 New product launch projections
Manufacturer will review Purchaser's six-month rolling
forecast twice each month to assist Purchaser in refining its
forecast using Manufacturer's accumulated sales history.
Manufacturer will also help Purchaser draw up appropriate, firm
manufacturing orders for the next ninety (90) day advance cycle.
4. QUALITY CONTROL
4.1 Manufacturer shall quarantine and perform quality control
testing on all chemicals purchased by Manufacturer for use
in the production of Products prior to such use in
accordance with Manufacturer's standard operating
procedures.
4.2 Manufacturer certifies that the chemical components to be
purchased by Manufacturer will meet Manufacturer's
specifications or such alternate specifications, as
Manufacturer and Purchaser may agree, for such chemical
components prior to production by Manufacturer.
4.3 Manufacturer shall perform chemical and microbiological
specification compliance testing on each batch of Product
for no additional charge.
4.4 Upon request of Purchaser, Manufacturer shall investigate
any concerns about product quality or stability and shall
provide Purchaser with reports of such testing.
5. MANUFACTURING
5.1 Each Product shall be manufactured in accordance with
specifications mutually agreed upon in writing by
Manufacturer and Purchaser.
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5.2 Manufacturer certifies that each batch of every Product
shall be tested to assure compliance with all specifications
therefor before delivery or shipment in accordance with this
Agreement.
5.3 Except as expressly set forth in this Section 5,
Manufacturer makes no warranty of any kind, express or
implied, as to merchantability, safety, fitness for a
particular purpose or performance effectiveness. Without
limiting the foregoing, Purchaser acknowledges that
Manufacturer is producing Products for Purchaser according
to formulae owned or used by Purchaser and provided to
Manufacturer. Purchaser shall conduct all evaluations to
satisfy itself that the Products are fit for the use to
which Purchaser intends to put the same and Purchaser
assumes the responsibility for undertaking all testing
necessary to determine merchantability, fitness and
effectiveness for each contemplate use.
5.4 All Products shall be marked with Manufacturer's standard
batch codes to allow identification of manufacturing date on
which such Products were produced. Manufacturer shall
maintain records of all such batch codes and make such
records available to Purchaser upon request. Any additional
special coding requested by Purchaser shall be charged to
Purchaser at cost; provided, however, that Manufacturer
shall assume all responsibility for record keeping,
investigating or otherwise tracking such special coding.
5.5 In the event any Products manufactured by Manufacturer and
shipped by Manufacturer do not conform to the specifications
described in Section 5.1, Purchaser shall have the right to
return such Products to Manufacturer at Manufacturer's
expense and such Products shall be considered substandard
product for the purposes of Section 5.6. below.
5.6 Purchaser shall have the right to reject all substandard
Products which are not in material compliance with the
specifications at time of shipment and the limited warranty
with respect thereto described in this Section 5, and shall
have no obligation to pay for such substandard Products.
Manufacturer shall promptly destroy such rejected Products
in a manner acceptable to Purchaser. At Purchaser's request,
Manufacturer shall replace such rejected substandard
Products with Products meeting the specifications therefor.
Manufacturer shall have no responsibility for substandard
Products which are substandard due to prolonged or improper
storage (including storage in Purchaser's Storage Space as
provided in Section 6.2 hereof) or transport by purchaser or
its customers, or which have been altered or contaminated in
any way after shipment from Manufacturer.
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6. DELIVERY
6.1 All shipments to Purchaser made hereunder shall be F.O.B.
Manufacturer's docks at 0000 Xxxx Xxxxx Xxxx, Xxxxxxx, Xxxxxxxxx
(the "Facility") and all risk of loss to all merchandise
transported or purchased pursuant to this Agreement shall pass to
Purchaser at the time of delivery.
6.2 At Purchaser's election, delivery of finished Product shall be
made either (i) to that portion or portions of the Facility as
may be designated by Manufacturer from time to time in its sole
discretion (the "Storage Space"), or (ii) at Purchaser's expense,
by common carrier to such other locations designated in writing
by Purchaser. Manufacturer shall not be obligated to provide more
than 50,000 square feet of Storage Space at any time, and in the
event that less than 50,000 square feet of Storage Space are
needed to store Product, Manufacturer shall be obligated to
furnish only such Storage Space as may be required from time to
time. Delivery dates stated or requested, if any, are estimates
and are not a guarantee of delivery on a particular day. Any
merchandise back-ordered by Manufacturer will be shipped as soon
as possible. Manufacturer shall not be liable for failure or
delay in delivering merchandise ordered by Purchaser if such
failure is due to Purchaser's breach of its obligations
hereunder, an Act of God or the public enemy, labor difficulties,
inability to obtain chemicals or other materials, machinery or
equipment breakdown, or any other cause beyond Manufacturer's
reasonable control.
6.3 The Storage Space is provided by the Manufacturer as an
accommodation to Purchaser during the term of this Agreement, and
the Storage Space shall be utilized exclusively for (i) Products
manufactured by Manufacturer for Purchaser, and (ii) packaging
materials and chemicals, if any, owned by Purchaser.
Manufacturer's obligations with respect to the Storage Space
shall terminate in the event of any breach under this Agreement
that is not cured in a timely manner after notice from
Manufacturer. Purchaser shall have the right to enter the Storage
Space at reasonable times during normal business hours to inspect
items stored in the Storage Space. Access to the Storage Space
must be pre-approved and supervised by appropriate Manufacturer
personnel. Purchaser must observe all security, confidentiality,
and safety policies of Manufacturer while in the Storage Space.
6.4 Purchaser agrees that it shall make no claim for damage to
merchandise in transit or shortages occurring during transit from
Manufacturer's warehouse for Products unless Purchaser notifies
Manufacturer thereof within two (2) days after delivery. Nothing
herein shall be construed to require Manufacturer to replace
damaged goods or to make up shortages when such damage or
shortage would not otherwise be its responsibility.
6.5 Unless expressly stated on the face of firm, non-cancelable
purchase orders to the contrary, delivery of Manufacturer
produced Products to the Storage Space of not less than 90% of
any firm, non-cancelable order will be considered complete
fulfillment of the order. In case of an over-run, Manufacturer
may deliver and Purchaser will accept any such excess of up to 5%
of the order and Purchaser agrees to pay for such permitted
excess.
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6.6 In the event pallets or containers owned by Manufacturer are
shipped with the goods, Manufacturer may make a reasonable
deposit charge therefor, not to exceed $6.00 per pallet or 1.2
times Manufacturer's cost of containers, to be credited upon
return in the same condition as they were shipped, ordinary wear
and tear excepted. Manufacturer will comply, to the extent
practicable, with any specific shipping instructions given to it
by Purchaser.
6.7 In the event of shortages, damaged, substandard or recalled
Products for which Manufacturer shall otherwise be responsible,
Manufacturer's liability shall not exceed the purchase price of
such Products plus freight costs for return of such Products,
provided Manufacturer has authorized such returns in writing and
in advance or, at the election of Manufacturer, the repair and
replacement of such shortages, damaged, undelivered, substandard
or recalled Products. In no event shall Manufacturer be
responsible for incidental, consequential, or special damages as
a result of substandard Products, defects, damages, shortages, or
recalls.
6.8 Upon the expiration or earlier termination of this Agreement, for
whatever reason, Purchaser shall promptly, but in no event more
than ten (10) days from the date of such termination or
expiration, remove at its sole expense all packaging and Products
which remain in the Storage Space and which are owned by
Purchaser. In the event that Purchaser fails to fulfill its
obligations of removal hereunder, Manufacturer may remove, or
cause to be removed, such packaging and Products and xxxx
Purchaser at 120% of the actual cost of such removal.
6.9 On a monthly basis, Manufacturer shall supply to Purchaser a
perpetual inventory report of Purchaser's inventory under
Manufacturer's control. On a semi-annual basis, Manufacturer will
take a physical inventory of Purchaser's inventory under
Manufacturers control. Manufacturer shall be responsible for any
shortages in Purchaser's inventory under Manufacturer's control.
7. PAYMENT AND CREDIT
7.1 Effective with initial, non-cancelable purchase orders,
Manufacturer will manufacture, transfer, assign and sell to
Purchaser and will invoice Purchaser for all Manufacturer
produced Products at time of manufacture. Manufacturer will
invoice Purchaser (i) for labor, chemicals and sub-contract costs
on Net/Ten (10) day terms; and (ii) for the fill-and-pack fee on
Net/30 day terms; for all Manufacturer produced Products at time
of production and shipped in accordance with this Agreement. The
maximum total Purchaser credit to be extended by Manufacturer
shall not exceed $500,000.00.
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7.2 Purchaser's (i) failure to make payments to Manufacturer when due
under this Agreement or any other agreement between Purchaser and
Manufacturer, or (ii) failure to perform any other material
obligation under this Agreement or any other agreement between
Purchaser and Manufacturer, shall constitute a material breach of
this Agreement. In such event, Manufacturer shall have all
remedies available at law or in equity, including the right of
termination.
7.3 Without limiting the foregoing, Manufacturer shall have the right
to immediately suspend the manufacturing of Purchaser's products
in the event Purchaser fails to make payments to Manufacturer
when due under this Agreement, until payment is received, and
thereafter to demand payment in advance for any Products until
Purchaser has paid all past due amounts, but may otherwise
terminate this Agreement only upon written notice, delivered to
Purchaser thirty (30) days prior to such anticipated termination
date. Purchaser shall have the period from the date of
Manufacturer's written termination notice through the thirty (30)
day notice period to cure any default under this Agreement.
8. WARRANTIES
8.1 Each party hereto warrants and represents to the other party that
this Agreement has been duly authorized, executed and delivered
and that the performance of its respective obligations hereunder
does not conflict with any order, law, rule or regulation or any
agreement or understanding by which such party is bound.
8.2 Manufacturer warrants and represents that:
8.2.1 Each shipment of Products shall be manufactured, packaged,
stored prior to shipment, and otherwise prepared for
shipment in accordance with the specific formulas,
formulation procedures and specifications therefor or as
otherwise agreed to by Purchaser and Manufacturer in
writing;
8.2.2 It shall assume full liability and responsibility for
compliance with federal, state, municipal and local laws,
ordinances and regulations governing the manufacture and
manufacturing record keeping of all Products manufactured by
it for Purchaser;
8.2.3 It shall, during the term of this Agreement and for a
period of three (3) years thereafter, maintain an insurance
policy in an amount of not less than $2,000,000, which
policy shall (i) be issued by a reputable, financially
stable, unaffiliated third party insurance company, (ii)
name Purchaser, as an additional insured thereunder in
accordance with its Broad Form Vendor Endorsement for
Product Liability attached as Exhibit C hereto, (iii)
provide that thirty days' notice shall be given to Purchaser
prior to cancellation or material modification of such
coverage.
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8.3 Purchaser warrants and represents that:
8.3.1 It shall, at its own cost and expense, assume full
liability and responsibility for ensuring that all
Products manufactured by Manufacturer and supplied to
Purchaser have been evaluated for merchantability,
safety, fitness for purpose, and performance
effectiveness;
8.3.2 It shall assume full liability and responsibility for
compliance with federal, state, municipal and local
laws, ordinances and regulations governing labeling,
advertising, publishing of claims or statements of any
nature, and storing of the Products produced by
Manufacturer and supplied to Purchaser;
8.3.3 It shall maintain, during the term of this Agreement:
1. Insurance of the materials stored in the Storage Space
covering against the perils of fire, windstorm and
extended coverage and/or other perils customarily
insured under "All Risk" insurance.
2. Public liability insurance, under which Purchaser and
Manufacturer are named as insureds, insuring against
claims for personal injury, death and property damage
arising on or about the Storage Space, which relate to
Purchaser's property. Said insurance shall be written
with annual limits of liability of not less than One
Million Dollars ($1,000,000.00) combined single limit
for bodily injury and property damage arising out of
any one occurrence, and One Million Dollars
($1,000,000.00) in the aggregate. Purchaser agrees to
deliver to Manufacturer, prior to occupancy, a
certificate of insurance naming Manufacturer as an
additional insured. Purchaser's liability policy shall
require thirty (30) days written notice to Manufacturer
before cancellation can be affected.
Manufacturer shall exercise such care in
regard to Purchaser's property as a reasonably
careful person,owning similar goods, would
exercise under like circumstances. Neither the
Manufacturer nor the Purchaser shall be liable to
the other for loss arising out of damage to or
destruction of each other's property, from causes
which would normally be covered by "all risk" causes
extended coverage insurance,regardless of whether
such damage or destruction is the result of negligence
or carelessness on the part of either Purchaser or
Manufacturer or its respective agents, servants or
employees. Manufacturer and Purchaser agree that the
agreements provided have been determined in
contemplation that each party shall,at its own expense,
carry its own insurance against such risks and that
the Manufacturer and Purchaser shall each look
only to its own insurance for indemnity
against such damage. The property insurance policies
procured by Manufacturer and Purchaser hereunder shall
each contain a waiver of any right of subrogation
against the other.
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9. INDEMNIFICATION
9.1. Subject to Section 6.7 hereof, Manufacturer shall indemnify and
hold harmless Purchaser and its employees, officers, directors,
shareholders and agents (each a "Purchaser Indemnified Party")
from and against any and all claims, liability, loss, damages,
costs, and expenses (including reasonable attorneys' fees) which
a Purchaser Indemnified Party may incur, suffer or be required to
pay resulting from or arising in connection with (a) any breach
by Manufacturer of any representation, warranty or covenant
hereunder, including without limitation, the breach of
Manufacturer's warranties set forth in paragraph 9 above, and (b)
the manufacture, storage and handling of any Products prior to
Manufacturer's delivery to the Storage Space or common carrier.
This indemnity provision shall survive for no longer than three
(3) years following termination of this Agreement.
9.2. Purchaser shall indemnify and hold harmless Manufacturer and its
employees, officers, directors, shareholders and agents (each a
"Manufacturer Indemnified Party") from and against any and all
claims, liability, loss, damages, costs, and expenses (including
reasonable attorneys' fees) which a Manufacturer Indemnified
Party may incur, suffer or be required to pay resulting from or
arising in connection with (a) any breach by Purchaser of any
representation, warranty or covenant hereunder, including without
limitation, the breach of Purchaser's warranties set forth in
paragraph 9 above, and (b) Purchaser's acts or omission in
connection with evaluating merchantability, safety, fitness for
purpose, performance effectiveness, labeling, advertising,
publishing of claims or statements of any nature, or storing of
the Products manufactured by Manufacturer and supplied to
Purchaser. This indemnity provision shall survive for no longer
than three (3) years following termination of this Agreement.
9.3. The indemnifying party shall have the right and obligation to
defend any such suit or claim unless, in the reasonable judgment
of the indemnified party, such suit or claim involves an issue or
matter which could have a materially adverse effect on the
business, operations or assets of the indemnified party, in which
event the indemnified party may participate in the defense of
such suit or claim at its sole cost and expense.
10. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
and the same document.
11. Each of the parties to this Agreement shall execute and deliver such
additional documents and shall do any and all acts and things reasonably
necessary in connection with the performance of their obligations hereunder
and to carry out the intent of the parties to this Agreement and the
Exhibits hereto.
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12. If any provision of this Agreement or the application of any such provision
to any party or circumstances shall be determined by any court of competent
jurisdiction to be invalid and unenforceable to any extent, the remainder
of this Agreement or the application of such provisions to such person or
circumstances other than those to which it is so determined to be invalid
and unenforceable, shall not be affected thereby, and each provision hereof
shall be validated and shall be enforceable to the fullest extent permitted
by law.
13. This Agreement shall be assignable by Purchaser, but only if Purchaser
provides Manufacturer, not less than sixty (60) days in advance, written
notice of its intent to assign; such advance written notice must include
appropriate details about the potential assignment, including the name,
address and telephone number of the assignee, together with other customary
information. Notwithstanding the foregoing, any successor or assign shall
be subject to credit terms appropriate to such successor or assign, as
determined in the sole judgement of Manufacturer, and Manufacturer shall
have no obligation to extend credit terms similar to those contained
herein. Subject to the foregoing, this Agreement shall be binding upon and
inure to the benefit of the parties, their successors and assigns.
14. This Agreement shall be governed and construed and interpreted in
accordance with the laws of the State of Minnesota.
15. No remedy conferred by any of the specific provisions of this Agreement is
intended to be exclusive of any other remedy and each remedy shall be
cumulative and shall be in addition to every other remedy given hereunder
or now or hereafter existing at law or in equity or by statute or
otherwise. No remedy shall be deemed to be a limitation on the amount or
measure of damages resulting from any breach of this Agreement. The
election of any one or more remedies shall not constitute a waiver of the
right to pursue other available remedies.
16. In the event of litigation between the parties with respect to this
Agreement, the performance of the parties' respective obligations hereunder
or the effect of a termination under this Agreement, the non-prevailing
party shall pay all costs and expenses incurred by the prevailing party in
connection with such litigation, including, but not limited to, reasonable
attorneys' fees of counsel selected by the prevailing party.
Notwithstanding any provision of this Agreement to the contrary, the
obligations of the parties under this Section 17 shall survive termination
of this Agreement.
17. In the event of any dispute between the parties relating to or arising out
of this Agreement or any party's performance hereunder, the parties agree
that such dispute shall be resolved by means of binding arbitration in
accordance with the commercial arbitration rules of the American
Arbitration Association in accordance with this Section and to the extent
applicable and not inconsistent herewith, the Minnesota Rules of Civil
Procedure and the Federal Arbitration Act. Judgment upon such award
rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof. In all cases where the amount in controversy does not
exceed in the aggregate $50,000.00 the number of arbitrators shall be one;
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otherwise, the number of arbitrators shall be three. The arbitration shall
be held in Hennepin County, Minnesota or such other place as may be agreed
upon at the time by the parties to the arbitration. In rendering the award,
the arbitrator(s) shall determine the rights and obligations of the parties
according to the substantive and, to the extent not inconsistent herewith,
procedural laws of the State of Minnesota. In the event of a dispute and
arbitration hereunder, each party shall have the rights to discovery
afforded in Minnesota Rules of Civil Procedure, provided that in addition
thereto and notwithstanding said rules, each party will be entitled to take
the deposition of two (2) persons for discovery purposes, Upon the request
of a party, the arbitration award shall specify the factual and legal basis
for the award. The prevailing party in the arbitration proceeding shall be
entitled to recover its reasonable expenses, including the cost of the
arbitration proceeding, and reasonable attorneys' fees.
18. If an act of government, war conditions, fire, storms, floods, labor
trouble, act of God or other circumstance beyond the reasonable control of
a party prevents that party from performing in accordance with the
provisions of this Agreement, such non-performance shall be excused and
shall not be considered a breach or default so long as the said condition
prevails; provided, however, that such party shall use commercially
reasonable efforts to remedy such condition as quickly as possible.
19. Any notice, demand or request which may be permitted, required or desired
to be given in connection therewith shall be given in writing and directed
to Purchaser and Manufacturer as follows:
Purchaser: Lamaur Corporation
Attention: Xxxx X. Xxxxxxxx
0000 Xxxx Xxxxx Xxxx
Xxxxxxx, XX 00000-0000
Fax 000-000-0000
With a copy to: Xxxx X. Xxxxxx
Xxxxxxx, Xxxxxx and Deinard, P.A.
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxx, XX 00000
Fax 000-000-0000
And: Xxxxxx Xxxxxx
Xxxx Xxxx Xxxx Freidenrich
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Fax 000-000-0000
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Manufacturer: Tiro Industries, Inc.
0000 Xxxx 00xx Xxxxxx
Xxxxxxxxxxx, XX 00000
Fax: 000-000-0000
With a copy to: Xxxxxxx X. Xxxxxx
0000 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000-0000
Fax: 000-000-0000
and: Xxxx X. Xxxxxxx
Xxxxxxx Law Office
4420 IDS Center
00 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Fax: 000-000-0000
Notices shall be deemed properly delivered and received when and if either
(i) personally delivered; (ii) delivered by Federal Express or other overnight
courier; (iii) on the first business day following transmission by facsimile to
the number indicated; or (iv) two (2) business days after being deposited in the
U.S. mail, by registered or certified mail, return receipt requested, postage
prepaid.
IN AGREEMENT, the parties have executed this Agreement as of ____________, 1999.
TIRO INDUSTRIES, INC. THE LAMAUR CORPORATION
By:/s/ By: /s/
_________________________ ___________________________
Name: _________________ Name: ______________________
Title: ___________________ Title: _______________________
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