PACKING AND DISTRIBUTION AGREEMENT
THIS AGREEMENT is made this 9th day of December 1997 between VERMONT PURE
SPRINGS, INC. with its principal place of business offices and manufacturing
facility located on Xxxxx 00 xx Xxxxxxxx, Xxxxxxx 00000 ("VPS") and AKVA USA,
INC. ("AKVA USA") a United States corporation that owns distribution rights to
AKVAR and AKVA Hf. ("AKVA Hf.") An Icelandic corporation.
RECITALS
WHEREAS, the AKVA Hf desires to engage VPS to distribute on an exclusive basis
worldwide, certain waters to be bottled and/or packaged by AKVA Hf to which AKVA
HF. and AKVA USA have a proprietary interest (hereinafter "Products"), and
WHEREAS, VPS desires to accept such engagement upon the terms and subject to
the conditions set forth in this Agreement.
WHEREAS, AKVA USA currently owns a certain number of cases of Product which VPS
desires to purchase, and
WHEREAS, AKVA USA and AKVA Hf. are parties to that certain International
Manufacturing and Distribution agreement dated June 4, 1994, the rights to which
AKVA USA will assign to VPS pursuant to that certain Agreement Regarding
Distribution Rights of even date herewith, and
NOW, THEREFORE, AKVA USA, AKVA Hf and VPS, intending to be legally bound, hereby
agree as follows:
1. Establishment of Distribution Agreement
1.1 Packing AKVA hereby agrees to provide water natural spring water
(from source: Hesjuvalla Spring ), blow-molding and packing services
and to cause certain non- sparkling waters to be bottled, packaged, and
made available for shipment under the AKVA trademark or private label.
The products as identified in this Agreement (hereinafter "Products")
shall be defined as mutually agreed to by VPS and AKVA
1.2 Territory and Marketing
1.2.1 Territory VPS shall have the exclusive right, subject to the
provisions of this Agreement, to market sell and/or distribute the
Product on a worldwide basis without Stations provided, however,
AKVA Hf. shall have the non-exclusive right to market, sell and
distribute private label product.
1.2.2 Appointment VPS hereby accepts the appointment as exclusive
distributor and importer hereunder and agrees to use its best efforts
to introduce, promote,
market, and distribute the Product in the Territory. In the course of
its marketing, distribution and other activities with respect to the
Product, VPS agrees to conduct its business in a lawful and ethical
manner. VPS shall use its best efforts to protect and xxxxxx AKVA Hf.'s
reputation and the reputation of the Product in the Territory.
1.3 Term This Agreement shall commence on the effective date of this
Agreement and continue until termination pursuant to the provisions hereof
1.4 Price and Additional Terms
1.4.1 Packing Price AKVA Hf. shall provide natural spring water, blow
molding and packing services with respect to AKVA or private label
product ordered by Vermont Pure at a price of $1.75 per physical case.
Such services shall be invoiced when ordered, and shall be due and
payable within thirty (30) days thereafter. Payments after thirty days
shall bear interest at the rate of the lesser of the highest rate legal
in the applicable jurisdiction or 1 1/2 percent per month.
1.4.2 Raw Materials AKVA Hf shall handle the receipt and storage of all
raw materials used in the packing of the AKVA and private label
product. Cost of raw materials, shipping and insurance while in transit
to or from AKVA Hf shall be paid directly to the applicable vendor by
VPS. Shipping of all raw materials hereunder shall be to AKVA Hf.'s
facilities located in Akureyri Iceland, or at such other location in
Akureyri as AKVA Hf shall specify. Except as otherwise provided herein,
AKVA Hf. shall bear the risk of loss for product or Raw materials
stored at its Facilities but not in transit to or from its facilities.
1.4.3 Share of Profits Commencing in calendar year 1999 and ending at
the earlier to occur of (I) the end of the 2004 calendar year or (ii)
the distribution to each party of $500,000 of profits ("Profit Sharing
Period"), AKVA Hf. and VPS shall split operating profits earned on the
sale of Products on a 50/50 basis. Profits will be distributed annually
within a (60) days after the year end in which such profits are earned.
For purposes of this Agreement, operating profits shall be equal to
revenue from sales of Product (Less returns and discounts), less cost
of goods sold, less advertising and promotion of approximately $1.75
per case (except with regard to cases of 12 oz. product in which case
the advertising and promotion costs shall be approximately $1.25 per
case) and allocable SG&A of up to $1.50 per case. Upon termination of
the Profit Sharing Period, AKVA Hf. and VPS shall negotiate in good
faith a new packing price providing AKVA Hf. an adequate return on such
services. Should the parties be unable to reach an agreement as to such
price, this agreement may be terminated by either party upon One
Hundred and Eighty (180) days prior written notice. During such One
Hundred and Eighty (180) day period, the profit sharing arrangement
described above shall continue to apply. In the event that the
Agreement is terminated pursuant to this section, neither party, for a
period of three (3) years, shall market product under the AKVAR name,
nor shall bottle Product for any party for whom they had a co-packing
arrangement hereunder prior to the termination of
this Agreement.
1.4.4 Existing business/de minimus Not withstanding anything to
the contrary herein, AKVA Hf. shall be entitled to sell on its own
account, not subject the co-packing or profit sharing provisions set
forth in Section 1.4.3, up to 10,000 cases of AKVA product to
accounts it
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is currently servicing directly. AKVA Hf shall reimburse VPS its cost of
raw materials used
in such sales.
1.4.5 Sales originated by AKVA Hf. If AKVA Hf shall originate sales of
AKVAR product, or sales of co-packed Product, AKVA Hf. shall be entitled to
a commission equal to five (5%) percent of sales in addition to the
compensation provided in 1.4.3 hereof ("AKVA Hf. Sales"). In addition AKVA
Hf. sales shall be subject to the profit sharing provisions of section
1.4.3 from the date of this Agreement.
1.4.6 Cancellation The distribution and manufacturing arrangement can be
canceled by VPS upon ninety (90) days prior written notice.
1.4.7 Compliance with Laws VPS shall be responsible for compliance with
all U.S. federal state and local laws regarding bottling, water quality,
labeling and like matters. AKVA Hf. shall be responsible for all Icelandic
bottling, water quality, and labeling matters.
1.4.8 Purchase of existing inventory VPS will purchase all AKVA USA's good
inventory at an average price of $5.77 per case. VPS will pay for the
inventory upon shipment of the product to the distributor. VPS shall be
responsible for all storage and shipping charges after Settlement.
Notwithstanding the Foregoing payment terms, payment in full for the
inventory shall be due upon termination by VPS of this Agreement or One
Hundred and Eighty Days (180) after the date hereof, whichever comes first.
VPS shall use its best efforts to sell the 1.5 and 1.0 liter inventory
having "expiration' dates prior to August 1998 ('Dated Inventory"). Such
efforts shall include, without limitation offering such inventory at on a
"buy one, get one free" basis at the current case prices. In the event that
despite its best efforts VPS is unable to sell Dated Inventory because it
expires, VPS shall be credited the purchase price of such inventory.
1.4.9 Reporting VPS shall provide AKVA Hf. with detailed reports on a
quarterly basis showing overall sales by product line, pricing
information, advertising and marketing expenditures, subdistributor
relations, adjustments to projected inventory requirements and any other
information reasonably requested by AKVA Hf. in connection with or
affecting the manufacturing, bottling and shipping of Product in the
Territory. AKVA Hf., or its representatives, shall be entitled to inspect
VPS accounting, regulatory, marketing or other relevant records regarding
Product upon request therefor.
1.4.10 Facilities VPS, or its sub-distributors, as the case may be, shall
maintain a suitable place of business with adequate facilities, trucking
equipment and staffing necessary to comply with the provisions of this
Agreement and to promote and maintain AKVA Hf.'s image and good reputation
in the Territory. All such facilities and trucks shall be clean, dry and
sanitary, and shall be maintained in a manner to prevent contamination of
the Product. AKVA Hf. shall have the right, from time to time, to inspect
such facilities and equipment to ensure compliance with this Section, and
VPS shall afford AKVA Hf. complete access thereto for purposes such
inspection.
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1.4.11 Non-agency The parties acknowledge that VPS is an independent
distributor and neither the making of this Agreement nor the performance of
any of the provisions hereof shall be construed to constitute VPS an agent
or legal representative of AKVA Hf. for any purpose, nor shall this
Agreement be deemed to establish a joint venture or partnership. Each
purchase of the product by VPS from AKVA Hf. pursuant to this Agreement,
each sale of the product made by VPS, and each agreement or commitment made
by VPS to any person, firm or corporation with respect thereto shall be
made by VPS for its own account
2. Delivery
2.1 Delivery of Product AKVA Hf.'s obligation to fill VPS Orders shall
be limited and subject in all events to (i) the availability to AKVA
Hf. of sufficient quantities of raw materials: (ii) any Force Majeure
or circumstance beyond AKVA Hf.'s reasonable control and (iii) timely
and adequate submissions of orders to AKVA Hf. according to the
provisions of the Agreement. AU Products shall be delivered to
AKVA Hf.'s plant.
2.2 Shipping AKVA Hf will arrange for shipment of all finished
Product. The cost of shipping shall be approved in advance and paid
for by VPS.
3. AKVA Hf. and AKVA USA's representations and warranties
3.1 AKVA Hf. AKVA Hf. represents and warrants to VPS that as of the
date of this Agreement and as of the date of the Settlement, that:
3.1.1 AKVA Hf. is a "hlutafelag" duly organized and existing in good
standing under the laws of the Republic of Iceland with the corporate
power to own its assets and carry on its business as is now being
conducted.
3.1.2 AK-VA Hf is in compliance with all applicable laws, ordinances,
rules, regulations, and requirements of all governmental authorities
having jurisdiction thereof, and that AKVA has complied with all laws,
municipal,,. ordinances, and regulations of all governmental
authorities having jurisdiction thereof, and that AKVA has complied
with all laws, municipal ordinances, and regulations applicable to
AKVA and in the ownership of the assets and the business hereunder
where failure to do so would interfere with the performance of its
obligations under this Agreement.
3.1.3 There are no actions, suits, or proceedings pending or
threatened against AKVA Hf., either at law or in equity, brought by any
federal, state, or municipal or other
governmental agency, department, board, bureau, or other
instrumentality that would interfere with the performance of its
obligations under this Agreement.
3.1.4 All trademarks, trade names, copyrights and applications
therefor are owned or used
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or registered in the name of or licensed to AKVA Hf. are listed and
briefly described on Schedule 3.1.4. Other than as specified on
Schedule 3.1.4, no proceedings have been instituted or are pending or
threatened which challenge the validity of the ownership or use by the
AKVA Hf. of any such trademarks, trade names, copyrights or
applications. AKVA Hf. has not licensed anyone, other than AKVA USA to
use any of the foregoing or any other technical know-how or other
proprietary rights of AKVA Hf. and AKVA Hf. has no knowledge of the
infringing use of any of such trademarks and trade names or the
infringement of any such copyrights by any person except as set forth
on Schedule 3.1.4. The Company owns or validly licenses all
trademarks, trade names, copyrights set forth on Schedule 3.1.4 now
used in the conduct of its business and has not received any notice of
conflict with the asserted rights of others except as specified in
Schedule 3.1.4.
3.2 AKVA USA The AKVA USA represents and warrants to VPS that as of
the date of this Agreement and as of the date of the Settlement, that:
3.2.1 AKVA USA is a Corporation duly organized and existing in good
standing under the laws of the state of Delaware with the corporate
power to own its assets and carry on its business as is now being
conducted.
3.2.2 AKVA USA is in compliance with all applicable laws, ordinances,
rules, regulations, and requirements of all governmental authorities
having jurisdiction thereof, and that AKVA USA has complied with all
laws, municipal ordinances, and regulations of all governmental
authorities having jurisdiction thereof, and that AKVA USA has
complied with all laws, municipal ordinances, and regulations
applicable to AKVA USA and in the ownership of the assets and the
business hereunder where failure to do so would interfere with the
performance of its obligations under this Agreement.
3.2.3 There are no actions, suits, or proceedings pending or
threatened against AKVA USA, either at law or in equity, brought by
any federal, state, or municipal or other governmental agency,
department, board, bureau, or other instrumentality that would
interfere with the performance of its obligations under this
Agreement.
3.2.4 All trademarks, trade names, copyrights and applications
therefor are owned or used or registered in the name of or licensed
to AKVA USA are listed and briefly described on Schedule 3.2.4.
Other than as specified on Schedule 3.2.4, no proceedings have been
instituted or are pending or threatened which challenge the validity
of the ownership or use by the AKVA USA of any such trademarks,
trade names, copyrights or applications. AKVA USA has not licensed
anyone, other than AKVA USA to use any of the foregoing or any other
technical know-how or other proprietary rights of AKVA USA and AKVA
USA has no knowledge of the infringing use of any of such trademarks
and trade names or the infringement of any such copyrights by any
person except
5
as set forth on Schedule 3.2.3. The Company owns or validly licenses
all trademarks, trade names, copyrights set forth on Schedule 3.2.3
now used in the conduct of its business and has not received any
notice of conflict with the asserted rights of others except as
specified in Schedule 3.2.3.
3.3 Subsequent Knowledge. If AKVA Hf. or AKVA USA obtains any
knowledge or information between the date hereof and Settlement,
making or indicating that any of the aforesaid warranties or
representations are no longer true, or indication that any of the
representations and conditions set forth above are not true and
cannot be made true by the party to which such representation or
warranty applies, by the time of Settlement, or will no longer be
true as of the date of Settlement, the party to whom such
representation or warranty applies will promptly notify VPS of such
change in circumstances.
4. Trademark
4.1 Ownership VPS recognizes that "AKVA" is a trademark of Kaupfelag
Eyfiroinga ("KEA") and licensed to AKVA Hf for so long as AKVA Hf.
is engaged in the business of bottling and distributing spring water
and said trademark, name, marks, names, symbols, slogans, emblems,
insignia, or other designs of AKVA (Schedules 3.1.3 and 3.2.3)(the
"AKVA marks") are owned or licensed to AKVA Hf., but such trade
names and advertising matter or copyrighted materials may be
utilized by VPS in conformity with the Agreement, and must be
approved by AKVA Hf. in advance of its use. VPS shall not act in any
manner which may impair the "AKVA" trademark or affect its good
will. Trademark usage in any form shall be approved by AKVA Hf..
4.2 Non registration VPS shall not, during the term of the Agreement
or thereafter, gr represent that it is the owner of the AKVA Marks,
whether or not the Trademarks are registered, nor shall VPS at any
time register or cause to be registered any AKVA Marks, in its name
or in the name of another, except on behalf of and with written
instructions from AKVA Hf. VPS shall not dispute the validity of AKVA
Hf.'s Trademarks.
4.3 Termination. VPS will not, after 60 days following the date of
termination use in any manner whatsoever, any of the AKVA Marks.
5. Spoiled or Defective Products
5.1 Product Warranty
5.1.1 AKVA Hf. hereby warrants that the Product will be pure and
uncontaminated. AKVA Hf. shall replace, at its own reasonable
expense, Products which are verified to be spoiled and/or
defective as a result of contamination of the source, the improper
bottling of the Product or contamination or spoilage of the
Product during bottling.
6
5.1.2 VPS shall visually inspect Product upon receipt thereof for
external damage and overall condition. VPS shall immediately file
a notice of claim against the carrier(s) in the event that any of
the Product is delivered other than in external good order and
condition. VPS shall also promptly notify AKVA Hf. of such fact.
5.1.3 EXCEPT AS HEREINBEFORE SPECIFICALLY SET FORTH, AKVA Hf MAKES
NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCT. OTHER THAN
THAT SET FORTH ABOVE, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS,
INDEMNIFICATIONS AND GUARANTEES, EXPRESS OR IMPLIED, INCLUDING
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR
PURPOSE, WHETHER ARISING UNDER ANY PRIOR AGREEMENT OR UNDER ORAL
OR WRITTEN STATEMENT MADE BY OR ON BEHALF OF COMPANY IN
NEGOTIATIONS WITH VPS OR ITS REPRESENTATIVES, ARE HEREBY
OVERRIDDEN AND EXCLUDED.
5.2 Indemnification by AKVA Hf. AKVA agrees to indemnify and hold
harmless VPS and its subsidiaries, affiliates, successors and assigns
from and against any and all (x) liabilities, losses, costs,
deficiencies or damages and any and all amounts paid in settlement
("Loss") and (y) reasonable attorneys' and accountants' fees and
expenses, court costs and all other reasonable out-of-pocket expenses
("Expense",),,. net of any insurance received, incurred by VPS, in
investigating, preparing or defending against any litigation,
commenced or threatened, or any claim asserted in good faith in
connection with or arising from the manufacturing, marketing, and/or
sale of any Product improperly bottled by AKVA or contaminated at the
source or spoiled during bottling, pursuant to this Agreement.
5.2 Indemnification By VPS, VPS agrees to indemnify and hold harmless
AKVA Hf. and its subsidiaries, affiliates, successors and assigns from
and against any and all (x) liabilities, losses, costs, deficiencies
or damages and any and all amounts paid in settlement ("Loss") and (y)
reasonable attorneys' and accountants' fees and expenses, court costs
and all other reasonable out-of-pocket expenses ("Expense") net of any
insurance received, incurred by AKVA Hf., in investigating, preparing
or defending against any litigation, commenced or threatened, or any
claim asserted in good faith in connection with or arising from the
marketing, and/or sale of any Product other than as a result of
improper bottling by AKVA or contamination at the source or spoilage
during bottling, pursuant to this Agreement.
6. Insurance
6.1 VPS Insurance That VPS carries comprehensive general liability
insurance covering injuries or damages to person(s) or property as
herein described. Upon AKVA Hf.'s request, VPS shall deliver to AKVA
Hf. a certificate of insurance with the following coverage amount of
$1,000,000.
7
6.2 AKVA Hf. Insurance The AKVA Hf. carries comprehensive general
liability insurance covering, injuries or damages to persons or
property as described herein. AKVA Hf. shall deliver to VPS a
certificate of insurance with the following coverage amount of
$1,000,000.
7. Non-competition
7.1 Scope In further consideration for entering- into this Agreement,
upon the consummation of the transactions contemplated herein and more
effectively to transfer and protect the business of the Company, AKVA
Hf. agrees that for so long as this Agreement is in effect, and except
as otherwise provided herein, neither it nor its current affiliates
and/or shareholders will (I) directly or indirectly own, manage or
operate a bottled water business anywhere in the world; provided that
ownership of not more than five percent (5 %) of the issued and
outstanding shares of a class of securities of a corporation, the
securities of which are traded on a national securities exchange or in
the over-the-counter market, shall not be deemed ownership of the
issuer of such shares for the purposes of this paragraph; or (ii)
induce or attempt to persuade any employee or agent of the VPS to
terminate such employment or agency relationship in order to enter
into any such relationship with AKVA Hf or any of its subsidiaries or
affiliates or to enter into any such,-. relationship on behalf of any
other business organization in competition with VPS.
7.2 Injunction Without limiting the right of VPS and any of its
successors or assigns to pursue all other legal and equitable rights
available to them for violation of the covenant set forth in Section
7.1 above by AKVA, it is agreed that other remedies cannot fully
compensate VPS and its successors and assigns for such a violation and
that VPS and its successors and assigns shall be entitled to
injunctive relief to prevent violation or continuing violation hereof.
It is the intent and understanding of each party hereto that if, in
any action before any court or agency legally empowered to enforce
this covenant, any term, restriction, covenant or promise is found to
be unreasonable and for that reason unenforceable, then such term,
restriction, covenant or promise shall be deemed modified to the
extent necessary to make it enforceable by such court or agency.
8. Termination
8.1 Parties' Right to Terminate Agreement Each Party shall have the
right to terminate this Agreement as follows:
8.1.1 Except as otherwise provided in this Agreement, in the
event either AKVA Hf. or VPS breach any material representation
or warranty or fails to perform any obligation contained in this
Agreement and after having been finished with sixty (60)
days notice to cure by the other Party (except when no Notice
to Cure is required) such breach has not been remedied, then the
party not in breach may terminate this
8
Agreement.
8.1.2 AKVA Hf. may terminate this Agreement upon failure by VPS
to make any payment hereunder when due, and does not cure such
payment default within thirty (30) days of written notice
thereof.
8.1.3 In the event AKVA Hf. or VPS (i) fails to vacate an
involuntary bankruptcy, insolvency or reorganization petition or
petition for an arrangement or composition with creditors filed
against AKVA Hf. or VPS with thirty (30) days after the date of
such filing, or files such a petition on a voluntary basis; or
(ii) AKVA Hf. of VPS makes an assignment or deed of trust for the
benefit of creditors; or (iii) AKVA or VPS fails to vacate the
appointment of a receiver or trustee for AKVA Hf. or VPS of for
any interest in the other parties business within thirty (30)
days after such appointment; or (iv) AKVA Hf. or VPS permits an
attachment to be levied against and remain outstanding on any of
its equipment or plant for more that thirty (30) days; AKVA Hf or
VPS may terminate this Agreement upon ten (10) days prior written
notice to the other Party.
9. Notices
Any notice, request, demand, invoice or other communication required or
permitted by this Agreement shall be deemed properly given (I) when actually
delivered; (ii) when dispatched by facsimile, if confirmed in writing by
sender's transmission device; or (iii) if sent certified mail receipt requested,
when the return receipt indicates delivery was made. Addressee for Notice are as
follows, provided that either party may change its address for Notice by notice
to the other.
For AKVA Hf. and AKVA USA: AKVA Hf.
Xxxxxxxxxxxxx 00-00
Xxxxxxxx, Xxxxxxx
Attn: Thorarim Sveinsson
Telephone: 000-000-000
Facsimile: 354430-391
With Copy To: Xxxxxx X. May, Jr., Esquire
00 Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
Telephone: (518) 581 - 8800
Facsimile: (518) 581 - 8823
For VPS: Vermont Pure Springs, Inc. Xxxxx 00
Xxxxxxxx Xxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxx
Telephone: (802) 728 - 3600
Facsimile: (000) 000-0000
9
With Copy to: Xxxxx X. Xxxxx, Esquire
Ledgewood Law Firm
Xxxxxxxxxxxx, XX 00000
Telephone: (215) 731 - 9450
facsimile: (215) 735 - 2513
10. Integrated Agreement
This Agreement contains the entire agreement of the parties with respect to
the subject matter hereof This Agreement may be modified only by an
agreement of the parties in writing, signed by the party to be charged,
which need by supplied by additional consideration.
11. No Assignment
Neither party shall assign its right or delegate its duties under this
Agreement to any other person or entity without the prior written consent of
the other party. A consent required by either party pursuant to this
paragraph shall not, once requested, be unreasonably withheld.
12. Severability
If any provision of this Agreement is found by a court of competent
jurisdiction to be void or unenforceable, the other provision of this
Agreement shall remain in full force and effect.
14. Non-Waiver
Failure of either party to exercise promptly any right granted by this
Agreement or to require strict performance of any obligation undertaken by
the other party pursuant to this Agreement, shall be deemed to be a waiver
of such right or of the right to demand subsequent perfomance of any and
all such obligations undertaken by the other party.
15. Arbitration.
All disputes arising in connection with this Agreement which cannot be
resolved by the parties shall be finally settled in accordance with the
rules with respect to commercial arbitration then in effect of the
International Chamber of Commerce (ICC) arbitration in Geneva, Switzerland.
The arbitrators shall be persons skilled in the legal and business aspects
of the bottled spring water business. Arbitrators are to be selected by the
parties, each side choosing one. In the event that the two arbitrators
cannot agree, they shall select a third arbitrator (or, failing agreement,
such third arbitrator shall be selected by the ICC upon reference being
made to such body), and the decision of any two of the three arbitrators
shall be binding on the parties. Judgment upon any award rendered in
arbitration may be entered in a court of competent jurisdiction or
application may be made to such court for judicial acceptance of such
award and an order of enforcement, as the case may be. Each party shall
bear its own costs of arbitration hereunder.
16. Choice of Law
This Agreement is to be governed by the laws of the State of New York
without regard to its
10
conflicts of laws.
17. Official Language
The official language of this Agreement and notices is English.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year set forth hereinabove.
AKVA: AKVA USA, INC.
Date:09/12/97 By:\S\Thorafim Sveinsson
Thorafim Sveinsson
President
AKVA Hf.
Date:09/12/97 By:\S\Maghus Gauti Gautason
Maghus Gauti Gautason
Chairman
VPS: VERMONT PURE SPRINGS, INC.
Date:09/12/97 By:\S\Xxxxxxx X. Xxxxxx
Xxxxxxx X. Faflon
President & CEO
11
Schedule 3.1.4
AKVA Hf. Trademarks
AKVA - Licensed to AKVA Hf. by KEA,
"The pure soul of Iceland" - not registered, no assurance that its registrable.
Hesjuvalla Springs medallion logo - not registered, no assurance that it is
registrable.
12
Schedule 3,2.4
AKVA USA Trademarks
NONE
13
AGREEMENT REGARDING DISTRIBUTION RIGHTS
THIS AGREEMENT REGARDING DISTRIBUTION RIGHTS (the "Assiginment"), dated as of
DECEMBER 9th 1997, is by and between AKVA USA, INC., a Delaware corporation,
having its principal office at 00 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
(the "Assignor') and Vermont Pure Springs, Inc., a Delaware corporation, having
its principal place of business at Xxxxx 00 xx Xxxxxxxx, Xxxxxxx 00000 (the
"Assignee").
WITNESSETH:
WHEREAS, Assignor is a party to that certain International Distribution and
Manufacturing Agreement dated as of June 6, 1994 (the "Distribution Agreement");
and WHEREAS, the Assignor wishes to assign its right under the Distribution
Agreement to distribute AKVA Spring Water in the United States (the
"Rights") to the Assignee in exchange for 25,000 shares of Assignee's parent
company, Vermont Pure Holdings, Ltd.; and
WHEREAS, the Assignee is willing to accept an assignment of the rights in
exchange for 25,000 shares;
NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
SECTION 1. Assignor does hereby irrevocably and unconditionally assign,
transfer and set over to the Assignee or its designees all of the Assignor's
rights under the Distribution Agreement.
SECTION 2. In exchange for the assignment contained in Section I hereof,
Assignee shall cause 25,000 unregistered shares of its class A common stock,
$.Ol par value (the "shares") to be issued in the name of of
the persons set forth in Exhibit A. Assignee shall issue such certificates for
the shares within five days of the date hereof.
SECTION 3. This Assignment may not be modified orally or in any manner other
than by an agreement in writing signed by the parties hereto or their respective
successors, administrators and assigns.
SECTION 4. This Assignment shall be binding upon and inure to the benefit of the
successors, administrators and permitted assigns of the parties hereto.
SECTION 5. This Assignment shall be governed by and construed under the laws of
the State of Massachusetts.
A-1
IN WITNESS WHEREOF, the parties have duly executed this ASSIGNMENT OF
RECEIVABLES as of the day and year first above written.
AKVA USA, INC.
By:\S\Thorarian Sveinsson
Title:President, 09/12/97
VERMONT PURE SPRINGS, INC.
By:\S\Xxxxxxx X. Xxxxxx
Title:President and CEO, 09/12/97
A-2
Exhibit A
Akva Hf. 20,000 Shares
Xxxxxxxxxxxxx 00-00.
Xxxxxxxx, Xxxxxxx
Xxxxx X. Xxxxxxxxx 2,500 Shares
000 Xxxxxx Xxxxxx
Xxxxxx, Xx. 00000
Xxxxxx X. Xxxxxx 2,500 Shares
00 Xxxxxxxx Xxxxxx
Xxxxxx, Xx. 00000
A-3
