SUBREGISTRANT LICENSING AND HOLD HARMLESS AGREEMENT (“Agreement”) BETWEEN STEPAN COMPANY AND RED REEF LABORATORIES INTERNATIONAL
Exhibit
10.12
LICENSING
AND HOLD HARMLESS AGREEMENT (“Agreement”)
BETWEEN
STEPAN COMPANY AND RED REEF LABORATORIES INTERNATIONAL
STEPAN
COMPANY (”Stepan”) hereby grants a non-exclusive license to RED REEF
LABORATORIES INTERNATIONAL (“Licensee”) to distribute and sell the products set
forth in Attachment A, which is attached hereto and made a part hereof (the
“Product(s)”), such license is conditioned upon;
1.) Licensee’s
receipt of a valid Company Number from the United States Environmental
Protection Agency (the “EPA”), and
2.) Licensee’s
receipt of a supplemental registration for the Product(s) from Stepan, and
further subject to the following terms and conditions:
Licensee
certifies that it understands and will comply with all present and future FIFRA
regulations as they apply to the quality control, record keeping, labeling,
distribution, and sale of each product. Licensee aggress to submit to
Stepan a four (4) ounce sample of each of Licensee’s first three (3) production
batches to assure compliance with percent quaternary actives
determination.
All
initial Product labels must be approved by Stepan prior to their use by their
Licensee (trademark selection is the sole responsibility of
Licensee). Licensee shall not re-package, dilute, or otherwise after
the Product(s). In addition, Licensee agrees that it will not change
the label without prior written consent of Stepan. In the event of
any label violation, Licensee may be requested to perform any one or all of
the
following actions: to cease and desist from the advertising, marketing or sale
of any products with such label, stop further shipments of product with such
label, and to take steps to identify and recall products with such label in
the
marketplace.
Licensee
agrees to indemnify and hold Stepan harmless from any and all loss, liability,
damage, cost, and expense and civil or administrative penalty, including
reasonable attorney’s fees, arising as a result of any claim involving the
Product(s) sold or distributed by the Licensee. The foregoing
indemnity obligation shall include, but not be limited to, Licensee’s failure to
comply with the terms of this Agreement, claims made against Stepan arising
from
Licensee’s alleged or actual non-compliance with FIFRA or any other government
regulations, except to the extent that such non-compliance occurred due to
action or inaction be Stepan. Stepan shall also be entitled to recover its
costs
and reasonable attorney’s fees in the event that it is necessary to enforce the
terms of this license against Licensee.
The
provisions of this Agreement shall be governed by Illinois law, without regard
to any conflict of law provisions. This Agreement may only be
modified by a written document signed by both of the parties. In the
event any court of competent jurisdiction determines that any provision of
this
agreement is void or unenforceable, such finding shall not affect the
applicability or enforceability of the remaining provisions.
Cancellation: This
written agreement may be cancelled by either party with ninety (90) days prior
written notice, or immediately with written notice if the Licensee is in
violation of any applicable governmental regulations.
If
during
the term of this agreement Licensee obtains any information that any of the
Product(s) has an unreasonable adverse health effect on human health, domestic
animals or the environment, it shall notify Stepan immediately, Attention:
Product, Safety, and Compliance Department.
1
STEPAN
COMPANY:
By:
/s/ Xxxxx X. Xxxxxx
Xxxxx
X. Xxxxxx
Date: September
12, 2005
LICENSEE:
By: /s/
Xxxxx X. Xxxxxxx
Xxxxx
X. Xxxxxxx
Date: July
18, 2005
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SUB-REGISTRANT’S
ATTACHMENT A
Product
Name
Red
Reef
Laboratories International – BioClear 2000 Advanced
Detergent/Disinfectant
EPA
No.
1839-81
Formulator
Long’s
Preferred Products, Inc.
Product
Name
Red
Reef
Laboratories International – BioClear 2000 Advanced
Detergent/Disinfectant
EPA
No.
1839-81
Formulator
Hadco
Denver Chemical Company
Dated
–
September 12, 2005
Replacing
– N/A
By:
/s/ Xxxxx X. Xxxxxx
Xxxxx
X. Xxxxxx
3
SUB-REGISTRANT’S
ATTACHMENT A
UPDATED
Product
Name
Red
Reef
Laboratories International – BioClear 2000 Advanced
Detergent/Disinfectant
EPA
No. Formulator
1839-81
GLH
Product
Name
Red
Reef
Laboratories International – BioClear Ff Poultry and Swine Premise Disinfectant
Cleaner
EPA
No. Formulator
1839-185
GLH
Product
Name
Red
Reef
Laboratories International – BioClear Md Hospital
Disinfectant/Cleaner
EPA
No. Formulator
1839-83
GLH
Product
Name
Red
Reef
Laboratories International – BioClear Rd Hotel and Restaurant
Disinfectant/Cleaner
EPA
No. Formulator
1839-83
GLH
Dated
–
February 15, 2007
Replacing
– January 19, 2007
By:
/s/ Xxxxx X. Xxxxxx
Xxxxx
X. Xxxxxx
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