Exhibit 10.2
License Agreement
This Agreement made and entered into this 28 day of December, 1998 by and
between GINSITE MATERIALS, INC., a Florida corporation (hereinafter "Licensor")
and CONCESSION MANAGEMENT OF PALM BEACH, INC., a Florida corporation
(hereinafter "Licensee")
W I T N E S S E T H
Whereas, the Licensor has developed and perfected a substance used to create an
external covering or coating which may be applied to the exterior surface of
various and sundry materials to form a hard, protective, impervious coating
commonly referred to as "Ginsite"; and
Whereas, the Licensee is involved in the manufacture, distribution, sale and
maintenance of mechanical equipment developed for and used in the lifting of
boats and watercraft of all sizes and nature; and in the lifting of supplies,
materials, dingnies, lifeboats, etc. from the water onto larger boats and/or
vessels; and
Whereas, the Licensor wishes to offer the Ginsite product to that portion of the
marine industry in which the Licensee is involved; and
Whereas, The Licensee wishes to obtain and exclusive right to represent and
market the Ginsite products on behalf of the Licensor to that particular segment
of the marine industry.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
together with other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. The foregoing recitals are true and correct and are incorporated herein by
reference as though set forth in full.
2. The Licensor is the owner of all right, title and interest in and to the
substance known as Ginsite and owns all patent rights as well as trade
names and copyrights pertaining to said materials. The Licensor has the
full right to sell or assign marketing rights to the Ginsite product to any
entity or to license such marketing right to any entity without violation
of any agreement of any kind whatsoever.
3. The Licensee is involved in the manufacturing, marketing, distribution and
maintenance of benefits and other lifting devices used in and around boats
and the marine industry. Licensee is capable of introducing the Ginsite
material to its portion of the marine industry and is otherwise capable and
willing to assist the Licensor in marketing the Ginsite product to this
particular segment of the marine industry. The Licensor does hereby grant
unto the Licensee the sole and exclusive right to represent the Licensor in
marketing, distributing and supplying the Ginsite material to any and all
entities or persons involved in the sale, manufacture, distribution or
maintenance of boatlifts, lifting devices used on board boats for lifting
boats and other materials onto the boats, docks, dock products and all
other items used in and around boats for docking purposes including but not
limited to boatlifts, cleats, electrical bosses, pilings, decking (outside
of Florida), storage, fish cleaning benches, etc.
4. Licensee does hereby accept the license as above described and does hereby
agree to diligently pursue marketing and selling the Ginsite material to
manufacturers, contractors, boatlift owners and others for use in and on
their products that fall within the description of the products set forth
above.
5. Licensor warrants onto the Licensee that it has the capacity to manufacture
and produce Ginsite in sufficient quantity to satisfy the marketing demand
created by the Licensee and to otherwise support the Licensee in all sales
efforts so as to not prohibit the Licensee from being able to attain the
maximum possible rate of sales. The price of the Ginsite material to be
charged by the Licensor to the Licensee will be the same price commonly
charged by the Licensor from time to time for other contractors,
wholesalers, distributors, licensees, and others.
6. The scope of this license is restricted to the products and products lines
as above described but is not restricted to any geographic area (with the
exception of decking which is outside Florida only). This will permit the
Licensee to market the Ginsite products to any and all entities and/or
persons involved in the manufacture, distribution and sales of the above
described product throughout the world.
7. Licensee covenants and agrees that as a condition t the continuation of
this License, the Licensee shall:
A) Promote the product within the boatlift industry by marketing,
advertising, participation in trade shows, boat shows and other
methods deemed advisable from time to time.
B) Purchase a minimum of one thousand (1,000) gallons per year beginning
in 2000 with a one thousand (1,000) gallon per year increase through
2002 (for a total of 3,000 gallons per annum).
C) Actively solicit and sell geographic sub-Distributorships or
sub-licensee agreements in various areas and remit to Licensor thirty
(30%) percent of all sums received for such Distributorships.
8. In the event of default of any covenant or term herein, the non-defaulting
party will give the defaulting party thirty (30) days written notice of
such default during which time the defaulting party will either cure the
default or begin whatever stops are necessary to cure the default and will
diligently pursue the cure until completion. In the event of failure to
cure as set forth, the non-defaulting party may terminate this Agreement or
take whatever other action it deems proper to enforce the provisions
hereof.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals
the date first above written.
GINSITE MATERIALS, INC.
By:/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, President
CONCESSION MANAGEMENT
OF PALM BEACH, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------
Xxxxx X. Xxxxxx, Vice President
