AAM/FMA/@F233903
S U P P L Y A G R E E M E N T
Between
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LIMITED
and
NORTECH FOREST TECHNOLOGIES INC.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Solicitors
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
FMA:NORTECH- 1.AGR
SUPPLY AGREEMENT
Between
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LIMITED, a
limited liability company registered in
Scotland under number 35640 whose
registered office is at ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ("▇▇")
and
NORTECH FOREST TECHNOLOGIES
INC., incorporated under the laws of the
State of Delaware and having its office at
7600 West 27th Street, Suite B11, St. Louis Park, MN 55426, U.S.A. ("NFT")
WHEREAS:
(A)MS manufactures and sells the substance Denatonium Benzoate, which it sells
under the trade ▇▇▇▇ "Bitrex". (B)NFT wishes to purchase supplies of Bitrex and
may use MS' trade ▇▇▇▇. (C)MS has agreed to supply NFT, to grant NFT a licence
to use its trade ▇▇▇▇, if requested, and to give NFT support with registration,
if requested, upon the terms and conditions set out in this Agreement.
NOW IT IS HEREBY AGREED:-
1.Definitions .
1.1 In this Agreement unless the context otherwise requires the following
expressions shall have the meanings set opposite them below: "the Commencement
Date"the last date of execution of this Agreement; "Delivery" delivery of the
Product by MS or its representatives to NFT in accordance with Clause 5;
"Force Majeure
means, in relation to either party, any circumstances beyond the reasonable
control of that party including, without limitation to the generality of the
foregoing, any industrial action including strike, lockout or boycott (except
for the workforce of that party), national emergency, war or prohibitive
government regulations, act of god, flood, fire, earthquake or natural disaster,
imposition of judgment order, sanction or embargo;
"Intellectual Property Rights"
any patent, registered design or application for any of the same or any
copyright, design right or Know-How owned by or licensed to MS and arising
anywhere in the world whether existing now or in the future in the Product, but
excluding, for the avoidance of doubt, any intellectual property rights of NFT
in products into which the Products are incorporated;
"Know-How"
means all unpatented drawings, designs, specifications, data, processes,
procedures, techniques and any other relevant information which is secret,
substantial and recorded;
"Order"
an order for the Product placed by NFT with MS in accordance with Clause 3;
"the Price"
the price of the Product determined in accordance with Clause 6;
"Product "
Denatonium Benzoate NF Grade 99.5% minimum, as set out in the specification
forming Part III of the Schedule,
"the Trade Marks"
the trade marks short particulars of which are set out in Part I of the
Schedule;
"the Trade ▇▇▇▇ Licence"
a trade ▇▇▇▇ licence on substantially the terms of the licence forming Part II
of the Schedule signed by both parties;
"the Term"
the period of 5 Years commencing on the Commencement Date;
"the Territory"
Canada and the United States of America;
"the US Representative"
MS' representative in the United States of America from time to time, as advised
to NFT;
"USD"
United States Dollars;
"a Year"
the twelve month period commencing on the Commencement Date and each subsequent
period of 12 months commencing on each anniversary of the Commencement Date
during the continuance of this Agreement.
1.2 In this Agreement headings to clauses are inserted for convenience only and
shall not affect the interpretation of the clauses or this Agreement.
1.3 References in this Agreement to Clauses and SCHEDULES ARE TO CLAUSES OF OR
SCHEDULES to this Agreement.
2. Term
This Agreement shall come into force on the Commencement Date and, subject to
earlier termination in accordance with its terms, shall continue in force for
the Term.
3. Supply
3.1 NFT agrees to purchase and MS agrees to supply the Product all on the terms
and conditions of this Agreement.
3.2 NFT shall place Orders from time to time with MS or with the US
Representative for the supply of the Product.
3.3 NFT shall be responsible, in respect of each Order, for specifying:
3.3.1 the quantity of Product to be supplied; and
3.3.2 subject to Clause 3.4, the requested delivery date.
3 4 NFT shall place its Orders for the Product a minimum of two months in
advance of the requested delivery date.
3.5 Upon receipt of each Order, MS shall, as soon as is reasonably practicable,
acknowledge receipt of the Order and inform NFT of the estimated delivery date.
NFT acknowledges that MS may deliver the Product to it through the US
Representative. MS shall use all reasonable endeavours to meet and to have the
US Representative meet the estimated delivery date, but time shall not be of the
essence. Accordingly MS shall have no liability to NFT if, notwithstanding such
endeavours, there is any delay, nor shall NFT be entitled to cancel an Order or
refuse to accept delivery of the Product because of such delay unless such delay
makes the transaction commercially unviable for NFT.
3.6 The terms of this Agreement and MS' Standard Terms and Conditions of Sale
in force from time to time shall apply to all supplies of the Product by MS to
NFT, to the exclusion of any terms and conditions of NFT's. A copy of MS'
current Standard Terms and Conditions of Sale have been supplied to NFT. In the
event of there being any inconsistency between the provisions of this Agreement
and MS' Standard Terms and Conditions of Sale, the terms of this Agreement shall
prevail.
3.7 Each Order shall be deemed to be a separate order to which this Agreement
shall apply. Failure by MS to comply with an Order shall not give NFT the right
to hold MS in breach of this Agreement or terminate this Agreement.
4. FORECASTS OF DEMAND
NFT shall supply to MS, in respect of each Year during the continuance of this
Agreement, a written forecast of its likely requirement for the Product in that
Year. The said forecast shall be provided to MS by 1st December in the Year
preceding the Year to which it relates.
5. DELIVERY
MS shall arrange for delivery of the Product to Minneapolis. The Price includes
the cost of delivery and insurance for delivery.
6. PRICE
The price to be paid for the Product by NFT shall be USD (Confidential Treatment
Requested) per kilo of Product or such other price as may be agreed between the
parties in writing, taking into account changes in market conditions, price of
raw materials, manufacturing or other costs and duties or taxes.
7. PAYMENT
7.1 NFT shall pay the Price for each consignment of the Product within 30 days
of
7.2 All payments for the Product shall be made without set off or counterclaim
and free of all withholdings and charges.
7.3 Payment (Confidential Treatment Requested)
7.4 If NFT fails to pay the Price in accordance with this Clause 7, MS shall be
entitled at its option (without prejudice to any other right or remedy it may
have):
7.4.1 to cancel or suspend any further delivery of Product to NFT under any
Order which is outstanding and unfulfilled at such date; and
7.4.2 to charge NFT interest on the outstanding Price at the rate of 2 per cent
above the base rate from time to time of the Bank of Scotland, from the date the
payment became due until actual payment is made, as well after as before decree
or judgment.
8. RISK AND TITLE
8.1 Risk in the Product shall pass to NFT on Delivery, unless NFT is unwilling
or unable to take delivery of the Product within 21 days of being notified in
writing by MS that it is ready for Delivery in which case risk shall pass to NFT
at the conclusion of the said 21 day period.
8.2 Title in the Product shall not pass to NFT until payment in full for the
Product is received by MS.
9.NFT'S OBLIGATIONS
9.1 Subject to Clause 9.2, NFT shall purchase from MS during the Term its total
requirement of Denatonium Benzoate. If NFT places any orders or purchases any
Denatonium Benzoate from any third party during the Term, except during any
period when MS is affected by an event of Force Majeure notified under Clause
15, or in the circumstances set out in Clause 9.2 or with the prior written
consent of MS, NFT shall be deemed to be in material breach of this Agreement.
9.2 NFT shall be entitled to purchase Denatonium Benzoate from a third party if
there is unreasonable delay, as determined by historic delivery times, by MSL in
the supply of Products to NFT.
10.Registration Review
1 0. 1 MS shall maintain the registration of the Product as a pesticide
throughout the Territory. In consideration of NFT's agreement to purchase the
Product on the terms and conditions of this Agreement, MS agrees that, if during
the Term, the relevant regulatory authorities in the United States of America
should review the whole or any part of the registration of the Product as a
pesticide in the United States of America or part thereof, it shall be
responsible for the costs incurred by NFT in conducting such review subject to
the following:
1 0.1.1 NFT shall immediately notify MS when it becomes aware that such review
is to take place and shall advise MS of the nature of the review;
10.1.2 NFT shall, in conducting such review, act in accordance with guidance and
directions given by MS and without limitation to the foregoing generality, if
particular information is sought by the relevant regulatory authorities shall
seek guidance from MS as to whether it can provide such information or whether
it should seek such information itself;
10.1.3 NFT shall obtain MS's prior written consent to any items of expenditure
incurred in the course of such review; and
10.1.4 NFT shall submit invoices to MS at such times as may be agreed between
the parties.
10.2 MS liability under Clause 10.1 shall be limited to a maximum of 600000
USD. The said sum shall include all sums spent by MS prior to the Commencement
Date in connection with registration of the Product in the United States of
America and Canada.
10.3 Subject to NFT complying with the terms of Clause 10. 1 and subject to the
limit set out in clause 10.2, MSL shall pay invoices submitted by NFT under
Clause 10. 1 .4 within 30 days of receipt.
11. Warranty
11.1 Subject to the provisions of this Agreement, if any Product is found by NFT
not to conform with MS standard written specification, NFT shall notify MS of
such defect within 30 days of Delivery and MS shall replace such Product or
refund the Price of the Product, provided that MS is satisfied as to the
existence of the defect and that it was defective at the time of Delivery.
Provided MS complies with the provisions of this clause 11. 1 MS shall have no
further liability to NFT whatsoever (except for death or personal injury caused
by its negligence for which there is no limit of liability) in respect of
defects or failures of the Products, including, without prejudice to the
generality of the foregoing, any liability for indirect or consequential loss or
loss of profits.
11.2 If NFT does not notify MS within the said period set out in clause 1 1 . 1,
it will have no right to make any claim against MS in respect.of the Products.
11.3 Save as provided in this clause, all conditions, representations and
warranties express or implied and whether under contract, delict or statute or
otherwise (and insofar as permitted under the Unfair ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ as
amended or replaced from time to time) relating to the performance, quality or
standard of the Products are hereby excluded.
12. Indemnity
12.1 NFT shall indemnify MS against all claims, suits, actions and proceedings
against it by third parties and against all damage, loss, costs and expenses
suffered by it as a result including without prejudice to the foregoing
generality product liability claims, arising out of, based on or related to
products produced or sold by NFT incorporating the Product, their manufacture,
distribution, sale or supply except to the extent that such claims, suits,
actions, proceedings, damages, loss, costs or expenses are in respect of death
or personal injury and have been caused by MS' negligence, or relate solely to
the Product itself.
12.2 NFT shall maintain both before and after the termination of this Agreement
adequate public liability and product liability insurance cover for at least USD
2,000,000 for each and every claim with a reliable insurance company to be
approved in writing by MS and NFT shall provide evidence of such insurance cover
to MS within 7 days of a request from MS for such written evidence.
12.3 The obligations under this Clause 12 shall continue in force for two years
after the termination of this Agreement.
13.INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights are and shall remain vested in MS and NFT shall
have no rights to the Intellectual Property Rights whatsoever.
14. ASSIGNATION AND SUB-CONTRACTING
Neither party shall assign, charge or otherwise dispose of its rights or
obligations under this Agreement or sub-contract any of its obligations under it
without the other party's prior written consent.
15. FORCE MAJEURE
15.1 If either party is affected by an event of Force Majeure it shall forthwith
notify the other party of the nature and extent thereof.
15.2 Neither party shall be deemed to be in breach of this Agreement, or
otherwise be liable to the other, by reason of any delay in performance, or
non-performance, of any of its obligations hereunder to the extent that such
delay or non-performance is due to any Force Majeure of which it has notified
the other party; and the time for performance of that obligation shall be
extended accordingly, provided that party takes all reasonable steps available
to it to bring the event of Force Majeure to an end and/or to minimise its
effect.
15.3 If the event of Force Majeure in question prevails for a continuous period
in excess of six months, the parties shall enter into BONA FIDE discussions with
a view to alleviating its effects, or to agreeing upon such alternative
arrangements as may be fair and reasonable. If no agreement can be reached in
one calender month after discussions have commenced, the party not affected by
the event of Force Majeure may terminate the Agreement by written notice to the
other party without penalty.
16. TRADE ▇▇▇▇ LICENCE
1 6.1 As soon as reasonably practicable after signature of this Agreement and at
NFT's request, the parties shall forthwith complete and sign a trade ▇▇▇▇
licence for the Territory in substantially the form of the licence set out in
Part II of the Schedule.
16.2 NFT shall make no use of the name "Bitrex" or any similar name or any name
or phrase incorporating "Bitrex" whatsoever except in accordance with and on the
terms set out in and after signature of the trade ▇▇▇▇ licence pursuant to
Clause 1 6. 1 .
17 TERMINATION
17.1 MS shall be entitled to terminate any Order or this Agreement forthwith if
NFT fails to make any payment to MS pursuant to an Order or the terms of this
Agreement upon the due date for payment.
17.2 Without prejudice to the terms of Clause 17.1, either party shall be
entitled forthwith to terminate this Agreement by written notice to the other
if:
17.2.1 that other party commits any material breach of any of the provisions of
this Agreement and, in the case of a breach capable of remedy, fails to remedy
the same within twenty one days after receipt of a written notice giving full
particulars of the breach and requiring it to be remedied;
17.2.2 an encumbrancer takes possession or an administrator, receiver,
administrative receiver, supervisor or similar official is appointed property or
assets or a substantial part thereof of that other part,
17.2.3 that other party makes any voluntary arrangement with its creditors or
becomes subject to an administration order or becomes or is declared bankrupt;
1 7.2.4 that other party goes into liquidation (except for the purpose of
amalgamation or reconstruction and in such manner that the solvent company
resulting therefrom effectively agrees to be bound by or assume the obligations
imposed on that other party under this Agreement);
17.2.5 that other party ceases to carry on business; or
17.2.6 that other party is affected by any event similar or analogous to any of
the events set out in Clauses 17.2.2, 17.2.3 and 17.2.4 in any part of the
world.
17.3 The rights to terminate this Agreement given by this Clause shall be
without prejudice to any other right or remedy of either party in respect of the
breach concerned (if any) or any other breach.
18 EFFECT OF TERMINATION
18.1 Upon termination of this Agreement at the end of the Term, NFT shall be
entitled to complete the purchase of Products for which it has placed Orders
with MS prior to the date of termination, and for that purpose and to that
extent, the provisions of this Agreement shall continue in full force and
effect.
18.2 Upon the termination of this Agreement, except as provided in Clause 18.1,
NFT shall be obliged to complete the purchase of Product for which it has placed
an Order with MS prior to the date of termination, if MS notifies it within 7
days of termination that it wishes to proceed with such supply. If no such
notification is given, no further supply shall be made. If such supply proceeds,
for that purpose and to that extent, the provisions of this Agreement shall
continue in full force and effect.
18.3 Upon the termination of this Agreement, NFT shall remain liable to pay to
MS all sums due at the date of termination together with all sums which become
due uncle Clauses 18.1 and 18.2.
18.4 notwithstanding termination, the provisions of Clauses 11 and 12 shall
continue in force in accordance with their respective terms.
18.5 Subject as otherwise provided herein and to any rights or obligations which
have accrued prior to termination, neither party shall have any further
obligation to the other under this Agreement.
19 ENTIRE AGREEMENT/AMENDMENT/WAIVER
19.1 This Agreement and the Trade ▇▇▇▇ Licence embody the entire Agreement and
understanding of the parties relating to the subject matter thereof and
supersede all prior oral or written agreements, understandings or arrangements
relating to the subject matter. neither party shall be entitled to rely on any
representation, warranty agreement, understanding or arrangement relating to the
subject matter of this Agreement which is not expressly set forth in this
Agreement and each party expressly excludes any liability therefor.
19.2 This Agreement shall not be amended, modified, varied or supplemented
except in writing signed by the duly authorised representatives of the parties.
19.3 No failure or delay on the part of either party hereto to exercise any
right or remedy under this Agreement shall be construed or operated as a waiver
thereof nor shall any single or partial exercise of any right or remedy under
this Agreement preclude the exercise of any other right or remedy or the further
exercise of such right or remedy as the case may be.
20 PROPER LAW
This Agreement shall be governed by and construed in accordance with the laws of
Scotland and the parties hereby submit to the exclusive jurisdiction of the
Scottish Courts.
21 NOTICES
21.1 Any notice, communication or demand to be given or made under this
Agreement shall be made in writing by facsimile transmission or by first class
registered delivery mail to the following numbers and addresses:
21.1.1 In the case of MS to:
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
For the attention of the Managing Director;
Facsimile number 0131 337 9813
21. 1.2 In the case of NFT to:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇, U.S.A.
For the attention of the ▇▇▇ de ▇▇▇▇▇, C.E.O;
Facsimile Number 001 612 922 3865
or to such other address or facsimile as may be notified by one party to the
other from time to time.
21.2 Any notice if sent by facsimile shall be deemed to have been received on
the date of transmission, subject to availability of a facsimile confirmation
sheet and if sent by registered delivery mail shall be deemed to have been
received 7 days after posting.
22 SEVERABILITY
In the event that any provision or term of this Agreement shall become or be
declared illegal, invalid or unenforceable for any reason whatsoever including
without limitation by reason of the provisions of any legislation or laws or by
reason of any decision of any Court or other body or authority having
jurisdiction over the party such terms or provisions shall be divisible from
this Agreement and shall be deemed to be deleted from this Agreement in the
jurisdiction in question provided always that if any such deletion substantially
affects or alters the commercial basis of this Agreement either party shall have
the right to terminate this Agreement upon giving 30 days written notice of such
termination to the other party.
IN WITNESS WHEREOF these presents consisting of this and the 13 preceding pages
and the Schedule in 3 parts are executed as follows:
SUBSCRIBED for and on behalf of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LIMITED
at
on the
day of
SIGNED for and on behalf of NORTECH FOREST TECHNOLOGIES INC.
at
Director
/Director/Secretary
S C H E D U L E to Supply Agreement
PART I
Trade Marks
Trade ▇▇▇▇
A USA Registration Application Renewal
Number Date Date
Bitrex (word)738448 2/10/62 2/10/02
Contains Bitrex (logo)1751753 4/12/90 9/2/03
B.Canada
Bitrex (word)1 19348 25/6/59 2/9/05
Contient/contains773457
Bitrex (logo)(application pending) 19/1/95
S C H E D U L E
TO SUPPLY AGREEMENT
PART II
TRADE ▇▇▇▇ LICENCE
TRADE ▇▇▇▇ LICENCE AGREEMENT
Between
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LIMITED of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇
(hereinafter referred to as "MS")
and
NORTECH FOREST TECHNOLOGIES INC., incorporated under the laws of the State of
Delaware and having its office at 7600 West 27th Street, Suite B11 , ▇▇. ▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇.▇.▇. (hereinafter referred to as "the Licensee").
WHEREAS:
(A) MS manufactures and sells the substance Denatonium Benzoate and is the owner
of the trade ▇▇▇▇ "Bitrex" (with which the said substance is associated).
(B) The Licensee wishes to incorporate Denatonium Benzoate in Products (as
hereinafter defined) for sale in the Territory (as hereinafier defined) and to
use the said trade marks in association with the sale of Products.
(C) MS and the Licensee have entered into a Supply Agreement for the supply of
the said substance.
(D) MS is willing to grant a licence to
the Licensee to use the said trade ▇▇▇▇ in
connection with the Product, in the Territory on the following terms and
conditions.
NOW IT IS HEREBY AGREED as follows:
1.DEFINITIONS
1.1 In this Agreement the following expressions shall have the following
meanings unless otherwise expressly provided or unless the context otherwise
requires:
"Commencement Date" shall mean [].
"the Substance"
shall mean Denatonium Benzoate.
"NFT Products"
shall mean preparations containing the Substance falling within the categories
specified in Part A of the Schedule and such additional categories as the
parties hereto may mutually agree in writing from time to time;
"Force Majeure"
shall mean requisition or interference by any Government or local authority,
war, strike, lock- out, riot, epidemic disease, Act of God, inevitable accident
or any other circumstances whatsoever, whether EIUSDEM GENERIS to the above
causes or not, over which MS or the Licensee (as the case may be) shall have no
control;
"the Supply Agreement"
shall mean the Supply Agreement between MS and NFT dated of even date herewith
relating to the supply of the Substance.
"Territory"
shall mean the countries listed in part B of the Schedule hereto and such
additional countries as the parties hereto may mutually agree in writing from
time to time; and
"Trade Marks"
shall mean the trade ▇▇▇▇ "Bitrex" details of the registrations of which are set
forth in Part C of the Schedule;
1.2 Where used in this Agreement the singular shall include the plural and vice
versa.
2. GRANT
2.1 In consideration of the Licensee purchasing from MS the Licensee's entire
requirement of the Substance on the terms and conditions of the Supply Agreement
MS hereby grants to the Licensee a licence to use the Trade Marks in the
Territory in relation to the sale of NFT Products containing only Substance
purchased from MS pursuant to the Supply Agreement. Such licence to use the
Trade Marks shall not extend to any NFT Products which contain Substance not so
purchased from MS.
2.2 The Licence granted hereunder shall be non-exclusive, non-divisible,
non-transferable and non-sub-licensable.
3. QUALITY
3.1 The Licensee hereby warrants that any NFT Products that it sells (or are
sold on its behalf) under or by reference to the Trade Marks shall -
(i) only incorporate Substance which has been purchased directly from MS;
(ii) contain at least such quantity of the Substance as MS has previously
notified to the Licensee as being the minimum required to render NFT Products
sufficiently bitter to help to prevent accidental ingestion; and (iii) shall
retain the degree of "sufficient bitterness" referred to in clause 3.1 (ii)
throughout their normal shelf-life.
3.2
The Licensee shall when reasonably requested so to do by MS [which request shall
not normally be made more than once during any period of twelve (12) months]
submit to MS for inspection samples of NFT Products to be sold by or for the
Licensee under or by reference to the Trade Marks and such other evidence of
quality standards as MS may reasonably stipulate.
USE OF TRADE MARKS
The Licensee shall at MS' request join with MS in making application to have the
trade ▇▇▇▇ licence granted hereunder registered in any country of the Territory
with the appropriate authorities and shall do such further acts and things and
sign such further documents as may be requested by MS in order to register the
said trade ▇▇▇▇ Licence.
4.2 The Licensee acknowledges MS as owner of the Trade Marks and agrees that it
will do nothing inconsistent with such ownership and that all use of the Trade
Marks by the Licensee shall inure to the benefit of MS. The Licensee agrees that
nothing in this Agreement shall give the Licensee any right, title or interest
in the Trade Marks other than the right to use the Trade Marks in accordance
with this Agreement.
4.3 In making use of the Trade Marks in the promotion or sale of any NFT
Products, the Licensee shall meet and satisfy the labelling and other relevant
laws of the Territory in respect of such use and shall indicate to MS'
satisfaction (which shall be expressed in writing to the Licensee) that the
Trade Marks are trade marks.
4.4 The Licensee undertakes to provide MS with a copy of the artwork that it
intends to use as a basis for the labelling or packaging of each category of NFT
Products that will bear a Trade ▇▇▇▇. MS shall indicate within thirty (30) days
after receipt of such artwork whether or not it is satisfied that the Trade ▇▇▇▇
will be displayed in a manner that is acceptable to MS. The Licensee shall not
utilise any labelling or packaging based on the said artwork until such
acceptance has been conveyed by MS. A failure by MS to respond to the Licensee
by the expiration of the thirty (30) day period aforesaid shall be deemed to
constitute acceptance. Subsequent to MS' acceptance of the original artwork
aforesaid the Licensee shall only be required to submit modifications of that
artwork to MS for approval if such modifications will affect the manner or form
in which the Trade Marks are displayed on labels or packages of NFT Products.
4.5 The Licensee shall at all times and in all circumstances refrain from taking
any action, directly or indirectly, which may endanger, destroy or adversely
affect the validity of the Trade Marks and/or MS' proprietorship thereof.
4.6 If the Licensee learns of or suspects any infringement of MS' and/or the
Licensee's rights upon or derived from the Trade Marks, the Licensee shall
immediately communicate to MS all the details and information available to the
Licensee in resp thereof. The Licensee will not under any circumstances, unless
with the written prior approval of MS, initiate any action against any alleged
infringer of the Trade Marks Any and all actions in this regard shall be taken
by MS at its own cost and expense unless MS expressly authorises the Licensee
otherwise.
5. DURATION
Subject to the provisions of Clause 6 hereof this Agreement shall commence on
the Commencement Date and shall remain in force thereafter unless and until
terminated by either party giving the other six (6) months' notice in writing.
6. TERMINATION
6.1 In addition to any rights to terminate this Agreement provided elsewhere in
this Agreement either party shall be entitled to terminate this Agreement
forthwith on, written notice to the other in the following circumstances:
(i) the other party becomes insolvent or goes into liquidation (other than a
voluntary liquidation for the purpose of amalgamation or reconstruction) or
enters into any arrangement or composition with creditors or has a receiver,
administrative receiver or administrator appointed over the whole or a
substantial part of its assets or takes or suffers any similar or analogous
action in consequence of a debt in any part of the world; or
(ii) if the other party shall commit or allow to be committed (other than by
reason of Force Majeure) a breach of any of the provisions on its part to be
observed, PROVIDED HOWEVER that, in the case of a breach capable of being made
good, the other party has failed to make good the said breach within thirty (30)
days after the a notice shall have been given, specifying the breach and
requiring its remedy.
6.2 This Agreement automatically shall terminate on termination of the Supply
Agreement.
7. CONSEQUENCES OF TERMINATION
On termination of this Agreement the Licensee shall cease all use whatsoever of
the Trade Marks except in relation to any NFT Products in which it incorporates
the Substance purchased pursuant to the Supply Agreement.
8. CANCELLATION
Upon termination of this Agreement the Licensee shall join with MS in any
application which may be necessary to cancel the registration of the Licensee as
the Licensee in the Territory for the Trade Marks.
9. DENIAL OF RIGHTS
Nothing herein contained shall be interpreted as granting or be deemed to grant
the Licensee any right or title to the Trade Marks or any licence to use the
Trade Marks outside the Territory.
10. ON-WAIVER OF RIGHTS
The failure on the part of MS or the Licensee to exercise or enforce any rights
conferred upon it hereunder shall not be deemed to be a waiver of any such
rights or operate to bar the exercise or enforcement thereof at any time or
times thereafter.
TRANSFER OF RIGHTS
The Licensee shall not assign, transfer, mortgage, charge or part with any of
its rights or obligations under this Agreement without the previous written
consent of MS PROVIDED THAT in the event that any products bearing the Trade
Marks shall be manufactured or distributed for the Licensee by independent third
parties the authority given to the Licensee hereunder to apply the Trade Marks
to labels and packages of Products and to sell Products under the Trade Marks
shall be deemed to extend to such third parties on condition that the Licensee
shall remain fully liable and accountable to MS for any activities of such third
parties that may affect the Trade Marks.
NOTICES
Any notice or consent required to be given by either party hereunder shall be by
certified mail, return, receipt requested, to the party for whom it is intended
at the address set forth in the preamble to this Agreement or at such other
address as such party may designate in writing.
13. FORCE MAJEURE
If either party is unable to perform any of its obligations under this Agreement
by reason of Force Majeure such obligations shall be excused to the extent and
for the period required by such Force Majeure.
14. MINISTERIAL APPROVALS
This Agreement is conditional upon all Ministerial and any other approvals or
consents necessary in the Territory being obtained within a period of six (6)
months of the date of this Agreement.]
15. AMENDMENT
No amendment or variation of this Agreement shall be effective unless it is
contained in a written document duly executed on behalf of the parties hereto.
16. APPLICABLE LAW
The construction, validity and performance of this Agreement shall be governed
in all respects by the laws of Scotland and the parties prorogate the exclusive
jurisdiction of the Scottish courts.
IN WITNESS WHEREOF these presents consisting of this the Schedules attached
hereto are executed as follows:
SIGNED for and on behalf of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LIMITED
at
on the day of 1996
by
and
SIGNED for and on behalf of NORTECH FOREST
TECHNOLOGIES INC
and the preceding six pages and
Director
Director/Secretary
S C H E D U L E
TO TRADE ▇▇▇▇ LICENCE
PART A
Products
The above term as used in the Agreement shall [as recorded in sub-clause 1(a)
hereof] denote preparations falling within the following categories:
