This TERMINATION AGREEMENT (this "Agreement") is made and entered into
this 15th day of June, 2006, by and between Coating Systems Laboratories, Inc.,
an Arizona corporation with offices at 000 Xxxx Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxx
00000 ("CSL") and Electric Aquagenics Unlimited, inc., a Delaware corporation
with offices at 0000 Xxxx 00 Xxxxx, Xxxxx 000, Xxxxxx, Xxxx 00000 ("EAU").
R E C I T A L S
WHEREAS, on or about February 16, 2005 the parties entered into a
License and Distribution Agreement (the "License and Distribution Agreement")
whereby EAU agreed to act as an exclusive authorized distributor of CSL with
respect to certain products developed, produced or manufactured by CSL;
WHEREAS, on or about August 16, 2005 the parties entered into a Joint
Venture Agreement (the "Joint Venture Agreement") pursuant to which they agreed
to jointly form and operate a limited liability company for the purpose of
developing, producing, manufacturing and selling certain products including the
products covered by the License and Distribution Agreement; and
WHEREAS, the parties desire to terminate the License and Distribution
Agreement, the Joint Venture Agreement and any other agreement or understanding
entered into in connection with the License and Distribution Agreement or the
Joint Venture Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the parties hereby agree as follows:
1. Termination of Agreements. The parties hereby agree that the License
and Distribution Agreement, the Joint Venture Agreement, and each and every
other agreement or understanding between the parties, whether written or verbal,
that is referred to in, or connected with, the License and Distribution
Agreement or the Joint Venture Agreement are hereby terminated effective as of
the date of this Agreement, and are of no further force and effect.
2. Past Due Payments. Within thirty (30) days of the date of this
Agreement, EAU shall pay to CSL $2,482.64 representing outstanding royalties and
$3,850.00 representing the payment of invoice no. 002513. Except as otherwise
set forth in this paragraph, EAU shall have no obligation to make any payments
to CSL pursuant to either the License and Distribution Agreement or the Joint
Venture Agreement, and CSL hereby waives and forfeits its rights to any such
3. Counterparts; No Third Party Beneficiaries. This Agreement may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when all parties hereto shall
have received a counterpart hereof signed by all other parties hereto. No
provision of this Agreement is intended to confer upon any Person other than the
parties hereto any rights or remedies hereunder.
4. Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated. Upon such a
determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible.
5. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter of this Agreement and
supersedes all prior agreements and understandings, both oral and written,
between the parties with respect to the subject matter of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
COATING SYSTEMS LABORATORIES, INC.
An Arizona corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
ELECTRIC AQUAGENICS UNLIMITED, INC.
A Delaware corporation
By: /s/ Xxx X. Xxxxxx
Xxx X. Xxxxxx
Interim Chief Executive Officer