REPRESENTATION AGREEMENT
THIS AGREEMENT is made and entered into this 28 day of June, 2001, (the
"Effective Date") by and between BORS International, L.L.C. with offices at 0000
Xxxxxxxx Xxxx Xxxxx 000, Xxxxxxxxxx, XX 00000 XXX ("BORS") and Regent Energy
Corporation, of 000 Xxxxx Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000. Xxxxxxx, Xxxxx
00000, (Regent)
RECITALS
1. BORS desires to enter into a representation agreement with Regent for
the representation of certain BORS products and services set forth in Exhibit
"A" (the "Licensed Products") attached hereto in Indonesia (the "Territory").
2. BORS desires to appoint Regent as its exclusive distributor of the
Licensed Products in the Territory.
3. Regent desires to sell, rent, service and maintain the Licensed Products
as the exclusive distributor in the Territory in accordance with the terms of
this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and premises
herein contained, the parties hereto hereby agree as follows:
1. GRANT OF DISTRIBUTORSHIP. On the terms provided herein, BORS hereby
appoints Regent as its sole and exclusive distributor of the Licensed Products
in the Territory for resale, lease, or rent. Regent accepts such appointment
upon such terms.
2. Regent GENERAL OBLIGATIONS AS DISTRIBUTOR. Regent shall:
(a) devote its best efforts to promoting, selling, leasing, renting, and
servicing the Licensed Products to customers within the Territory;
(b) promptly following the execution of this Agreement, purchase from BORS
Licensed Products in the quantities and at the prices set forth in Exhibit "B"
attached hereto;
(c) refrain from engaging, directly or indirectly, in the sale, lease or
renting of any items, components, services or products which are derivatives or
copies of the Licensed Products that are not fabricated by BORS pursuant to this
Agreement.
(d) at Regent's sole cost and expense, apply for, obtain and maintain all
necessary government and agency approvals, permits and licenses relating to the
importation, use, sale, rental, and service the Licensed Products in the
Territory. Regent shall only use and sell the Licensed Products in accordance
with all such approvals, permits and licenses and shall comply with all laws,
rules, regulations, or other requirements relating to the Licensed Products.
Regent shall, at the request of BORS, provide BORS with any information and
copies of documents Regent obtains in connection with obtaining any such
approvals, permits and licenses.
(e) Regent will place an opening order for ten (10) Bors Units within
flinty (90) days of the effective date of the contract. If no order is placed
within 90 days of the contract signing this agreement may be voided by either
party with no recourse to either party.
3. BORS' GENERAL OBLIGATIONS TO Regent AS DISTRIBUTOR. BORS shall:
(a) unless excused by circumstances beyond BORS's reasonable control,
promptly deliver to Regent those Licensed Products for which Regent places
orders, by shipment FOB BORS Tulsa, Oklahoma, USA plant, to such locations
within the Territory, as Regent shall designate;
(b) provide technical training at BORS facilities in Tulsa, Oklahoma, USA
or, at Regent expense, at locations in the Territory specified by Regent, and
provide technical brochures, sales aids, prices, shipment information and
consultation when requested;
(c) refrain from selling any Licensed Products to any person, without first
notifying Regent and paying Regent the commission set forth on Exhibit "B", who
is engaged in the business of reselling, leasing or renting products similar to
the Licensed Products within the Territory.
(d) promptly refer to Regent all leads, prospects, and related information
which are directed to BORS or which BORS receives regarding potential purchasers
of any Licensed Products within the Territory.
4. SALE OF BORS LIFT.
(a) Price. Regent shall sell each BORS Lift unit for a sum not less than
$23,500 USD. Payment of purchase price shall be FOB BORS dock in Tulsa,
Oklahoma, and shall be made in cash, cashier's check or bank transfer. Orders
secured by a letter of credit payable to BORS drawn on a bank selected by BORS
shall be deemed as payment.
Regent shall receive the difference in cash between $17,500 USD per BORS
Lift unit and the price shown. Fees are due Regent upon acceptance of the order
by BORS, and fund transfer of fees to Regent will be pursuant to BORS' schedule
as mutually agreeable.
Replacement parts sold direct to Regent's customers will be priced at BORS
replacement part prices then in effect.
(b) Late Payments. Any amount payable by Regent to BORS which is not paid
when due shall bear interest at the rate of eighteen percent (18%) per annum or
the highest rate permitted under applicable law, from the date such amount was
due to the date on which such amount is actually paid.
(c) Manner of Payment. Any payment due to either party pursuant to this
Agreement shall be in United States Dollars and shall be remitted to the party
owed by wire transfer to a bank that is designated by the receiving party.
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(d) Taxes. Regent's payments to BORS hereunder shall be net of any and all
taxes required to be paid under applicable law other than any taxes owing by
BORS to the USA. The payment of all such taxes shall be the sole liability and
responsibility of Regent.
5. REPRESENTATIONS AND WARRANTIES.
(a) Power and Authority. Each party hereto warrants and represents that it
has the right, power and authority to enter into and fully discharge its
respective obligations under this Agreement.
(b) Licensed Subject Matter. BORS represents that, (i) BORS has a valid and
existing license with the originator of the Licensed Products, and (ii) BORS has
obtained the approval of its licensor to enter into this Agreement.
(c) Limited Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BORS
MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION, ANY WARRANTY OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE
OR THAT THE USE OF THE LICENSED SUBJECT MATTER OR LICENSED PRODUCTS WILL NOT
INFRINGE ANY PATENT OR OTHER RIGHTS OF ANY KIND OR NATURE OF ANY THIRD PARTY.
(d) Limitation of Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED OR CONSTRUED TO BE CONTAINED IN THIS AGREEEMNT, BORS SHALL NOT BE
LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR
CONSEQUENTIAL DAMAGES OF ANY KIND WHASOEVER, RELATING TO, OR RESULTING FROM,
ARISING OUT OF OR COONNECTED WITH THE LICENSED SUBJECT MATTER, THE LICENSED
PRODUCTS OR THIS AGREEMENT, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE)
EVEN IF BORS HAS BEEN ADVISED OF OR IS OR SHOULD BE AWARE OF THE POSSIBLITY OF
SUCH DAMAGES. IN NO EVENT SHALL BORS LIABILITY TO RECUPET EXCEED THE AMOUNT OF
ROYALTIES PAID TO BORS AND IN NO EVENT SHALL RECUPET'S LIABILITY TO BORS EXCEED
THE AMOUNT OF COMMISSIONS PAID TO Regent.
6. INFRINGEMENT RIGHTS.
(a) Infringement Claim. In the event that, as a result of its performance
under this Agreement, Regent or BORS is accused of infringing upon a proprietary
right of any third party, the parties will cooperate in attempting to avoid such
infringement or to prove lack of infringement. If either BORS or Regent is made
a defendant to any infringement action, each party will pay its costs and
damages (including costs of attorneys fees) arising out of such action. In the
event such an action is brought against BORS during the term of this Agreement,
in order to protect the licenses granted hereunder, Regent will have the right
(but not an obligation) to defend or assist in defending against any
infringement action brought by a third party against BORS.
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(b) Termination Rights. Neither party will be liable to the other party if
unable or unwilling to continue this Agreement because of such infringement of
third-party rights. In the event that a court determines that any of the
Licensed Subject Matter infringes on third-party rights, either party may
terminate this Agreement.
(c) Third Party Infringement. In the event that the activities of any third
party are asserted (or otherwise appear) to infringe the License granted
hereunder, the parties will cooperate in attempting to ascertain and to xxxxx
such infringement. Either party will have a right (but not an obligation) to
xxxxx such infringement, whether by litigation or otherwise. Any moneys
recovered from a third-party infringer will be retained by the parting bringing
the action (or by equitable split if both parties bring the action).
(d) Third Party Infringement Termination Rights. If third-party
infringement is not abated, Regent may elect to continue as a non-exclusive
licensee under this Agreement, or alternatively Regent may terminate this
Agreement.
7. INDEMNIFICATION.
7.1 Indemnification by Regent. Regent shall defend, hold harmless and
indemnify BORS and BOR' s officers, directors, employees, representatives and
agents, from and against all claims, demands, liabilities, losses, damages,
judgments, awards, fines, penalties, costs and expenses (including reasonable
attorneys' fees) with respect to any litigation, arbitration, proceeding dispute
or controversy of any kind relating to, resulting from arising out of or
connected with Regent's, fabrication, use, distribution, promotion,
advertisement, sale, use, lease or rental of the Licensed Products. During the
term of this Agreement, and for a period of three (3) years after the expiration
or earlier termination of this Agreement, Regent shall obtain and maintain
insurance policies (including product liability and general liability policies)
that name BORS as an insured party and provide for a minimum of One Million
United States Dollars (US $1,000,000) in coverage per occurrence and for thirty
(30) day written notice to BORS prior to any material change in such policies.
Regent shall provide BORS with certificates of insurance evidencing such
policies within thirty (30) days from the Effective Date and annually
thereafter. BORS shall promptly notify Regent in writing of any litigation,
arbitration, proceeding, dispute or controversy involving BORS in respect to
which indemnification may be sought. The obligation of Regent to indemnify BORS
under this Section 7.1 shall survive the expiration or earlier termination of
this Agreement.
7.2 Indemnification by BORS. BORS shall have no obligation or liability of
any nature whatsoever to indemnify Regent; except, however, BORS shall defend,
hold harmless and indemnify Regent and its officers, directors, employees,
representatives and agents from and against all claims, demands, liabilities,
losses, damages, judgments, awards, fines, penalties, costs and expenses
(including reasonable attorneys' fees) with respect to any litigation or
proceeding resulting from, arising out or, relating to or connected with BOR' S
breach of any of BOR'S warranties or representations set forth in Section 5.0
above.
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8. TERM AND TERMINATION.
8.1 Term. The term of this Agreement shall commence on the Effective Date
and, unless terminated earlier in accordance with Section 8.2 below, shall
expire upon the date that is one (1) years after the Effective Date (the
"Expiration Date"). Notwithstanding the foregoing sentence, Regent shall have
the right to extend the term of this Agreement beyond the Expiration Date on the
same terms and conditions as contained in this Agreement for an additional two
(2) years provided that Regent has sold one hundred and twenty (120) BORS Lifts
during the initial one (1) year term of this Agreement. In the event that Regent
has not sold the required number of BORS Lifts during the initial term or any
extended term (i) BORS shall not be restricted in any manner whatsoever from
granting distributorships in and to the Licensed Products in the Territory, or
otherwise, to any number of third parties and (ii) BORS shall have no obligation
to offer to Regent any terms or conditions that BORS may offer to such third
parties.
8.2 Termination. This Agreement shall terminate upon the occurrence of any
of the following:
(a) automatically, if Regent shall file or have filed against it a petition
in bankruptcy, be adjudged insolvent, liquidate, dissolve or if the business of
Regent shall be placed in the hands of a receiver, assignee, or trustee, whether
by voluntary act of Regent or BORS or otherwise. However, if any of the
foregoing occurs and is an involuntary act, termination shall only take place if
such act is not reversed or dismissed within thirty (30) days after the
commencement thereof or
(b) Upon thirty (30) days' written notice from BORS to Regent if Regent is
in default or breach of any material obligation under this Agreement as
described in such notice and fails before the end of such thirty (30) day period
to cure such default or breach to the reasonable satisfaction of BORS; or
(c) Upon thirty (30) days' written notice from Regent to BORS if BORS is in
default or breach of any material obligation under this Agreement as described
in such notice and fails before the end of such thirty (30) day period to cure
such default or breach to the reasonable satisfaction of Regent.
8.3 Obligations Upon Termination. Upon expiration or earlier termination of
this Agreement, all monies due BORS hereunder shall become immediately due and
payable and all licenses and rights granted by BORS to Regent shall immediately
terminate. Except where this Agreement is terminated by BORS, Regent may sell
any Licensed Products in its inventory or in process on the effective date of
any termination or expiration, provided that Regent continues to pay all monies
due BORS with respect to such Licensed Products. Upon any termination or
expiration of this Agreement, BORS shall have no obligation to refund any money
paid to BORS by Regent under this Agreement. Regent shall return to BORS all
Proprietary Information (as hereafter defined in this Agreement).
8.4 Change in Control of Regent. BORS may terminate this Agreement in the
event that the equity ownership of Regent changes by greater than fifty-one
5
percent (51%), as compared to the current ownership. Accordingly, whenever
Regent desires to change its equity ownership by greater than fifty-one percent
(51%), Regent shall notify BOS in writing thirty (30) days prior to the date of
the proposed change. The written notice shall include the identity of the
proposed transferee(s) and all "due diligence" documentation obtained by Regent
in relation to the proposed transaction. BORS shall then have thirty (30) days
to consent to the proposed transaction (which consent shall not be unreasonably
withheld). BORS'S failure to consent or withhold consent in said thirty (30) day
period shall be deemed as BORS'S approval of the transaction. BORS shall not be
required to consent to any transaction where the proposed transferee does not
have the financial capability an/or business experience to carry out Regent's
obligations pursuant to this Agreement.
9. USE OF NAMES.
Regent shall not use any of BOR' S trade names, trademarks or service
marks, without the express prior written consent of BORS and BORS shall not use
any of Regent's trade names, trademarks or service marks, without the express
prior written consent of Regent.
10. PRODUCT MARKING.
10.1 Patent Status. Regent will "xxxx" on Licensed Products (or containers)
each patent number or patent pending status applicable thereto.
10.2 Trademark. Regent will display a Licensed Trademark (if elected) on
all Licensed Products and in advertising copy, brochures, and publications by or
for Regent about Licensed Products. Regent will not use any Licensed Trademark
in its name or as a trade name either during the term of this Agreement or after
termination of this Agreement without the prior written consent of BORS.
10.3 Samples. Regent will provide representative specimens of each Licensed
Product label and advertising copy, and of each product or service brochure,
before publication thereof, to enable BORS to review the content thereof and to
assure that they meet accepted trademark usage standards.
11. PROPRIETARY INFORMATION.
11.1. DEFINITIONS.
(a) For the purposes of this Agreement, the term "Proprietary Information"
shall mean all of the following material and information (whether or not reduced
to writing, whether or not patentable or protectable by copyright) which Regent
receives, receives access to, conceives of or develops in the course of its
involvement pursuant to this Agreement, in any capacity, whether through sales,
manufacturing, engineering, research and development, planning, or otherwise by
Regent or obtained from BORS as required by this Agreement:
(i) engineering and design approaches and methods employed by BORS to
manufacture the Licensed Products;
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(ii) techniques of planning, designing and engineering and installing and
maintaining the Licensed Products;
(iii) production processes, information, price lists, financial
information, customer data, customer site and production information relating to
the manner in which BORS conducts business and related to the Licensed Products;
(iv) any other material or information relating to the business activities
of BORS which are not generally known to others engaged in similar businesses or
activities;
(e) all ideas, which are derived from or relate to Regent's access to or
knowledge of the Licensed Products, the Licensed Subject Matter and the above
enumerated materials and information.
11.2 Proprietary Information shall not include information which is in the
public domain.
11.3 Regent acknowledges that in and as a result of its association with
BORS pursuant to this Agreement, it will be given access to, and will be making
use of BOR' S Proprietary Information, as defined herein, which has a special
and unique nature and value. Based upon the foregoing, Regent covenants and
agrees that it shall not, except with the prior written consent of BORS, at any
time during or following the term of this Agreement, use for its or any other
person's benefit, or directly or indirectly, divulge, reveal, report, publish,
transfer, or disclose for any other purpose whatsoever any of the Proprietary
Information which has been obtained by or disclosed to Regent as a result of its
association with BORS pursuant to this Agreement. It is specifically understood
that any failure to xxxx any of the Proprietary Information as confidential
shall not affect its status as part of the Proprietary Information under the
terms of this Agreement. BORS will not disclose and Proprietary Information as
defined in this Agreement and governed by the terms of this Agreement.
11.4 All notes, data, tapes, electronic discs, data-bases or other
electronic method of capturing Proprietary Information, reference materials,
plans, brochures, sketches, drawings, memoranda, and records in any way relating
to the Proprietary Information defined in this Agreement or relating to any
other aspect of BORS'S business shall belong exclusively to BORS, and Regent
agrees to turn over to BORS all copies of such materials in its possession or
then under its control at the request of BORS or in the absence of such request,
upon termination of this Agreement.
11.5 Regent agrees to require its employees, agents, subcontractors and
representatives to execute agreements within which they shall maintain as
confidential and protect the Proprietary Information as defined in this
Agreement.
12.0 NON-COMPETITION AGREEMENT.
12.1 Covenant Not to Compete. Regent and its officers, directors, employees
and shareholders shall not at any time during the term of this Agreement or
during a period of three (3) years immediately following the termination of this
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Agreement (the "Restricted Period"), have any ownership interest (of record or
beneficial) in or have any interest as an employee, salesman, consultant,
officer or director in, or otherwise aid or assist in any manner, (i) any firm,
corporation, partnership, proprietorship or other business that engages in the
Territory or part thereof in a business which is similar to the Licensed
Products as of the Termination Date, so long as BORS, or any successor in
interest of BORS remains engaged in the sale, lease, rental, manufacture or
fabrication of the Licensed Products and continues to solicit customers or
potential customers for the Licensed Products within the Territory provided,
however, Regent may own, directly or indirectly, solely as an investment,
securities of any person which are traded on any national securities exchange if
Regent (i) is not a controlling person of, or a member of a group which
controls, such person or (ii) does not, directly or indirectly own one percent
or more of any class of securities of such person.
12.2 Solicitation of Business. During the Restricted Period, Recupet shall
not solicit or assist any other person to solicit any business (other than for
BORS) from any present or past customer of BORS or Regent for the Licensed
Products; or request or advise any present or future customer of BORS or Regent
to withdraw, curtail or cancel its business dealings with BORS or Regent; or
commit any other act or assist others to commit any other act which might injure
the business of BORS.
12.3. Employees. During the Restricted Period, Regent shall not directly or
indirectly (i) solicit or encourage any employee of BORS to leave the employ of
BORS or (ii) hire any employee who has left the employ of BORS if such hiring is
proposed to occur within one (1) year after the termination of such employee's
employment with BORS.
12.4 Consultants. During the Restricted Period, Regent shall not directly
or indirectly solicit any consultant then under contract with BORS to cease work
for BORS.
12.5 Nondisclosure. From and after the Termination Date, Regent shall not
(nor will Regent assist any other person to do so) directly or indirectly
reveal, report, publish or disclose the Proprietary Information to any person,
firm or corporation not expressly authorized by BORS to receive such Proprietary
Information, or use (or assist any person to use) such Proprietary Information
except for the benefit of BORS.
12.6 Ownership and Return of Materials. Promptly upon termination of this
Agreement, Recupet shall immediately surrender to BORS all notes, data, manuals,
documents, records, data bases, programs, blue prints, shop drawings,
specifications, memoranda, customer lists, financial reports and all other
physical forms of expression incorporating or containing any Proprietary
Information, it being distinctly understood that all such writings, physical
forms of expression and other things are the exclusive property of BORS.
12.7 Rights and Remedies Upon Breach. If Regent breaches, or threatens to
commit a breach of, any of the provisions of this Agreement including the terms
of this Section 12. (said provisions of Section 12 being hereinafter referred to
as "Restrictive Covenants"), BORS shall have the following rights and remedies,
each of which shall be in addition to, and not in lieu of, any other rights and
remedies available to BORS under law or equity:
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(a) Specific Performance. The right and remedy to have the Restrictive
Covenants specifically enforced or to have any actual or threatened breach
thereof enjoined by any court having equity jurisdiction, all without the need
to post a bond or any other security or to prove any amount of actual damage or
that money damages would not provide an adequate remedy, it being acknowledged
and agreed that any such breach or threatened breach will cause irreparable
injury to BORS and that monetary damages will not provide an adequate remedy to
BORS; and
(b) Accounting and Indemnification. The right and remedy to require Regent
(i) to account for and pay over to BORS all compensation, profits, monies,
accruals, increments or other benefits derived or received by Regent or any
associated party deriving such benefits as a result of any such breach of the
Restrictive Covenants; and (ii) to indemnify BORS against any other losses,
damages (including special and consequential damages), costs and expenses,
including actual attorneys' fees and court costs, which may be incurred by them
and which result from or arise out of any such breach or threatened breach of
the Restrictive Covenants.
12.8 Severability of Covenants/Blue Penciling. The Restrictive Covenants
shall be subject to Section 13.12 hereof and Regent hereby waives any and all
right to attack the validity of the Restrictive Covenants on the grounds of the
breadth of their geographic scope or the length of their term.
12.9 Enforceability. BORS and Regent intend to and do hereby confer
jurisdiction to enforce the Restrictive Covenants upon the courts of any
jurisdiction within the geographical scope of such covenants or the courts of
the domicile of BORS. If the courts of any one or more of such jurisdictions
hold the Restrictive Covenants wholly unenforceable by reason of the breadth of
such scope or otherwise, it is the intention of BORS and Regent that such
determination not bar or in any way affect the right of BORS to the relief
provided above in the courts of any other jurisdiction within the geographical
scope of such covenants or in the courts of the domicile of BORS, such covenants
as they relate to each jurisdiction being, for this purpose, severable into
diverse and independent covenants.
13. MISCELLANEOUS.
13.1 No Third-Party Rights. This Agreement is made solely for the benefit
of BORS and Regent and does not, and shall not be construed to, grant any rights
or remedies to any other person or entity.
13.2 Relationship of Parties. Each party hereto shall conduct all of its
business in its own name as an independent contractor. No joint venture,
partnership, employment, agency or similar arrangement is created between the
parties. Neither party has the right or power to act for or on behalf of the
other or to bind the other in any respect.
13.3 Notices. Any notice or other communication hereunder must be given in
writing and either, (i) delivered in person, (ii) transmitted by telex,
facsimile or telecopy mechanism, (iii) delivered by FedEX or similar commercial
delivery service, or (iv) mailed by certified mail, postage prepaid, return
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receipt requested, to the party to which such notice or communication is to be
given at the address set forth below or at such other address as may be given
from time to time under the terms of this Section 11.3. Each such notice or
other communication shall be effective (1) if given by telecommunication, when
transmitted, (ii) if given by mail, five (5) days after such communication is
deposited in the mail and addressed as aforesaid, (iii) if given by Fed EX or
similar commercial delivery service, one (1) business day after such
communication is deposited with such service and addressed as aforesaid, and
(iv) if given by any other means, when actually received:
TO BORS: BORS INTERNATIONAL, L.L.C.
0000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xx. XXX 00000
Telecopier 000-000-0000
Attn: Xxx Xxxxx, Jr.
TO Regent: REGENT ENERGY CORPORATION
000 Xxxxx Xxx Xxxxxxx Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Telecopier 000-000-0000
Attn: XxxxX.Xxxxxx
13.4 Compliance with Laws. Each party shall comply with all applicable laws
and regulations in connection with its activities under this Agreement.
13.5 Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the United States of America and with generally
accepted principles of commercial law applicable to the type of transactions
contemplated under this Agreement.
13.6 Attorneys' Fees. In any action or proceeding between the parties
hereto with respect to the subject matter of this Agreement, the prevailing
party shall, in addition to any other rights and remedies, be entitled to
recover its reasonable costs and expenses (including attorneys' fees) incurred
in such action or proceeding.
13.7 Waiver. No waiver of any provision or consent to any action hereunder
shall constitute a waiver of any other provision or consent to any other action,
nor shall such waiver or consent constitute a continuing waiver or consent or
commit a party to provide a waiver or consent in the future.
13.8 Severability. If any provision of this Agreement is determined to be
illegal, invalid or otherwise unenforceable by a court of competent
jurisdiction, then to the extent necessary to make such provision and/or this
Agreement legal, valid or otherwise enforceable, such provision shall be
limited, construed or severed and deleted from this Agreement, and the remaining
portion of such provision and the remaining other provisions hereof shall
survive, remain in full force and effect and continue to be binding, and shall
be interpreted to give effect to the intention of the parties hereto insofar as
that is possible.
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13.9 Modification. Neither this Agreement nor any of its provisions may be
amended, supplemented, modified or waived except by writing duly executed by
both of the parties hereto.
13.10 Entire Agreement. This Agreement constitutes the entire agreement
between the parties and replaces and supersedes any and all prior and
contemporaneous agreements and understandings, whether oral or written, between
the parties with respect to the subject matter hereof.
13.11 Assignment. BORS may assign its rights under this Agreement without
the written consent of Regent. Regent shall not assign its right under this
Agreement without the prior written consent of BORS in each instance, which
consent may be withheld at BORS'S sole and exclusive discretion.
13.12 Construction. The rule of construction that an agreement shall be
interpreted against the drafting party shall not apply to this Agreement. In
this Agreement where the context so requires, the use of the masculine gender
shall include the feminine and/or neutral genders and the singular shall include
the plural, and vice versa, and the word "person" shall include any corporation,
firm, partnership or other form of association.
13.13 Binding Effect. This Agreement is binding upon and inures to the
benefit of the parties hereto and their respective successors and assigns,
subject, however, to the provisions of Sections 8.4 and 13.11 of this Agreement.
13.14 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute one and the same document.
13.15 Further Assurances. Each party shall execute and deliver all such
further documents and instruments and take all such further actions as may be
reasonably required or appropriate to carry out the intent and purposed of this
Agreement.
INTENDING TO BE LEGALLY BOUND, the parties have caused their duly
authorized representatives to execute this Agreement as of the Effective Date.
BORS:
BORS INTERNATIONAL, L.L.C.
By:
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President
REGENT:
REGENT ENERGY CORPORATION
By:
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