Exhibit 10.2
EXCLUSIVITY AGREEMENT
This agreement is made and entered into this 7th day of March, 2001, by and
between Electric Aquagenics Unlimited, Inc. (EAU) whose address is 0000 X. 00
X., Xxxxx 000, Xxxxxx, Xxxx 00000 and H20 Aqua Care Franchising Systems, Inc.
(ACFS) whose offices are located at 0000 X. 00 X., Xxxxx 000, Xxxxxx, Xxxx
00000.
WHEREAS, EAU has developed certain proprietary technology pertaining to
electrolyzed oxidative water, a part of which was developed for the express
purpose of providing non-toxic and anti-bacterial properties for emulsification
of oils and lipids and greases in conjunction with cleaning soft and hard floor
covering surfaces, and;
WHEREAS, ACFS is a Licensor of proprietary carpet and hard surfaces cleaning
technology which they license or franchise or otherwise permit third parties to
use under strict licensing or franchising agreements, a part of which employs
the use of EAU's water technology created from EAU's generators, called
Primacide B, and;
WHEREAS, both parties are desirous to market the EAU water technology and ACFS
is desirous to require all said licensees or franchisees to use the Primacide B
water in the cleaning process as defined in the licensing and/or franchising
agreements,
THEREFORE, both parties agree as follows:
1) That EAU hereby grants to ACFS a five (5) year exlusive right, to
include as a requirement of service by a licensee or a franchise,
for the said licensee or franchisee to lease a Primacide generator,
in order to produce Primacide B, to be used in the cleaning
processes as required by the license or franchise agreement.
2) EAU agrees that it will not, for the said exclusive period, sell,
lease or assign or in any way permit any other carpet or hard
surface cleaning company to make, use or acquire in any way a
generator or the Primacide B from another generator in the carpet or
hard surface flooring industry.
3) ACFS agrees that it will not acquire, lease, use, rent or permit any
of its licensees or franchisees to lease, rent, acquire or use any
other machine or equipment which produces electrolyzed oxidative
water in any form or quality.
4) Both parties agree that EAU will lease the Primacide generators
directly to the licensee or franchisee and shall be responsible for
installing, maintaining and servicing the generators as warranty
agreements allow and will not require, nor permit ACFS to perform
any of these functions.
5) EAU will not be responsible to provide financing for any of the
lease arrangement. ACFS will make it expressly clear in its
solicitation of candidates for licensees or franchisees that each
said candidate is required to obtain a Primacide generator and that
each candidate must arrange for its own financing of the generator
directly from EAU.
6) ACFS agrees and will further document to the licensee or franchisee
that they will not own the generator after the lease expires. The
third party financing the units will have temporary title during the
lease period. Upon termination of the lease, the title and equipment
must be returned to EAU and a new generator will be leased to the
licensee or franchisee for another operating period.
7) There will be no minimum purchase requirements for the first 5-year
term of the exclusive agreement. ACFS will agree to document in
their initial solicitations of possible candidates that the EAU
generator will cost approximately $25,000 for the P-5000 generator.
Discount considerations are only valid when negotiated and agreed
upon by EAU and not by any representations from ACFS
representatives.
This constitutes the entire agreement and any changes to this agreement shall be
made in writing and acknowledged by both parties in writing. This agreement
shall be construed and interpreted under the laws of the State of Utah.
Should either party breach this agreement the plaintiff party shall be required
to notify the other party in writing with a 30-day remedy notice. If the breach
is not corrected in the 30-day period, the aggrieved party shall pursue all
legal remedies available under the law, including attorney's fees.
Signed and agreed to on the above date by and between:
H20 Aqua Care Franchising Systems, Inc. Electric Aquagenics Unlimited, Inc.
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxxxx Xxxxxx
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Xxxx Xxxxxxx, President Xxxxxxx Xxxxxx, CEO
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