Attached files
| file | filename |
|---|---|
| 8-K - CUSTOM Q 8-K 1-12-2010 - CUSTOM Q INC | form8-k.htm |
| EX-2.1 - EXHIBIT 2.1 - CUSTOM Q INC | ex2_1.htm |
| EX-3.1 - EXHIBIT 3.1 - CUSTOM Q INC | ex3_1.htm |
| EX-99.1 - EXHIBIT 99.1 - CUSTOM Q INC | ex99_1.htm |
| EX-10.2 - EXHIBIT 10.2 - CUSTOM Q INC | ex10_2.htm |
| EX-10.6 - EXHIBIT 10.6 - CUSTOM Q INC | ex10_6.htm |
| EX-21.1 - EXHIBIT 21.1 - CUSTOM Q INC | ex21_1.htm |
| EX-10.1 - EXHIBIT 10.1 - CUSTOM Q INC | ex10_1.htm |
| EX-99.2 - EXHIBIT 99.2 - CUSTOM Q INC | ex99_2.htm |
| EX-10.3 - EXHIBIT 10.3 - CUSTOM Q INC | ex10_3.htm |
| EX-10.4 - EXHIBIT 10.4 - CUSTOM Q INC | ex10_4.htm |
Exhibit
10.5
E-Fuel
Limited Exclusive Distributor Agreement
This
Agreement, effective 1/14/09 between E-Fuel Corporation, a California
Corporation having its principal office located at 15466 Los Gatos Blvd., #37,
Los Gatos. CA 95032 (hereinafter referred to as E-Fuel) and Green House
(Distributor), an California Corporation with his principal address at 5171
Santa Fe St. Suite I, S.D., CA 92109
Recitals
E-Fuel is
the exclusive manufacturer and distributor of E-Fuel equipment, parts and
accessories used in the production of ethanol (hereinafter collectively referred
to as "Products").
Distributor
has represented as an inducement to E-Fuel to enter into this Agreement,
that
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(1)
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Distributor
is capable of performing to the terms and conditions of this
Agreement;
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(2)
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Distributor
wishes to be an exclusive representative in the Territory set forth in
Exhibit 1 and agrees to pay the required fee set forth in Exhibit
6;
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(3)
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Distributor
has sufficient number of trained personnel and adequate facilities to sell
and service Products;
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(4)
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Distributor
has adequate financial resources to perform the monetary obligations
herein;
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(5)
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Distributor
shall be responsible for all Distributor obligations set forth herein
whether or not the services were performed directly by Distributor or
indirectly on behalf of
Distributor.
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E-Fuel
and Distributor acknowledge the importance to maintain both a strong sales and
service program for the products in order:
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(1)
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for
both parties to realize the mutual benefits that should result in
compliance with the terms and conditions of the relationship established
by the Agreement;
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(2)
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that
the best interest of the purchaser and user of the Products will be
served;
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(3)
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that
the reputation of the Products will be
enhanced.
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1
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ESTABLISHMENT
OF RELATIONSHIP
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1.1
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Appointment
of Distributor: E-Fuel hereby appoints Distributor as an exclusive
authorized Distributor for retail sales and service of the Products only
in the Territory assigned (set forth in Exhibit 1) and Distributor hereby
accepts such appointment. Distributor hereby agrees not to sell or offer
for sale Products in any other territory without the prior written
authorization of E-Fuel.
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1.2
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Exclusive:
The rights granted herein are exclusive for so long as this Agreement
remains in full force and effect.
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Confidential
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Page
1
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E-Fuel
Distributor Agreement - Exclusive for San Diego, Orange and LA
Counties
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Rev.
1B1/08
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2
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PROMOTION
AND SALES OF PRODUCTS
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2.1
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Promotion
and Sales: Distributor agrees to vigorously promote and sell the Products
and shall continually work to increase the market for the Products in the
Territory served by Distributor. Distributor agrees to maintain a fully
qualified sales organization in order to fulfill its responsibilities
under this Agreement and conduct a continuing program of quality sales
promotion activities for the
Products.
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2.2
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Performance
Criteria: Distributor has agreed upon minimum performance criteria as set
forth in Exhibit 2 in consideration of the exclusive nature of the
Agreement. With the exception of the initial three (3) year term of this
Agreement as set forth in 6.1, failure to achieve the minimum performance
criteria shall constitute a material breach of the Agreement. Within
ninety (90) days following the effective date of the Agreement or any
anniversary thereof, Distributor shall supply a comprehensive
implementation plan (Sales Plan) to E-Fuel for E-Fuel's review and
approval detailing its efforts for the ensuing 12 months of the Agreement
by calendar quarter to include, but not limited to, investments and plans
in marketing, product sales forecast by month, personnel and service. With
the exception of the initial three (3) year term of this Agreement,
failure to provide an acceptable Sales Plan to E-Fuel within
one-hundred-twenty (120) days of the effective date of the Agreement or
any anniversary thereof shall terminate the Agreement with immediate
effect on the giving of written notice to Distributor. EE-Fuel's approval
of the Sales Plan shall not be unreasonably withheld. During the initial
term of this Agreement, the Sales Plan shall constitute a guideline for
general performance and considered accordingly in the context of this
Agreement.
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2.3
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Facilities:
Distributor shall maintain facilities in the Territory so as to favorably
reflect on the Products and quality image of E-Fuel. Where practicable
Distributor agrees to actively and prominently promote the Products on
Distributor's web site.
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2.4
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Customer
Relations: Distributor shall provide prompt and courteous service to
customer inquiries or complaints relating to the Products. Distributor
shall at all times properly represent the Products and shall not make,
directly or indirectly, any false, misleading or disparaging
representations to any customers or persons in regards to E-Fuel
Products.
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2.5
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Trademark:
E-Fuel agrees to permit Distributor to identify itself as an authorized
E-Fuel Distributor for the Products and use the trademarks of E-Fuel in
connection with Distributor's effort to sell and promote the
Products.
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2.6
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Financial
Responsibility: Distributor shall maintain for its operations hereunder
adequate working capital to enable Distributor to fulfill its
responsibilities under this
Agreement.
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2.7
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Reports
and Records: Distributor shall periodically provide to E-Fuel complete and
accurate data regarding sales and inventories of the Products and such
other reasonable information as and when requested by
E-Fuel.
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2.8
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Product
Development and Changes to Products: E-Fuel may periodically change
design, models, features of Products, add new Products, or discontinue
distribution of any and all Products without any accountability to
Distributor in connection with any Products ordered by Distributor or
Distributor's inventory of the
Products.
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2.9
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Compliance
to Laws: Distributor shall conduct and maintain at all times Distributor's
sales and service operations in strict compliance with all applicable laws
and regulations. Distributor agrees not to engage in unfair trade
practices. Distributor shall indemnify and hold E-Fuel harmless for any
costs and liability that may result from the violation of this
paragraph.
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3
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SERVICE
OF THE PRODUCTS
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3.1
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E-Fuel
will provide training as outlined in Exhibit 7, training material,
technical documentation and support as deemed appropriate by E-Fuel to
familiarize Distributor with the installation, maintenance and repair of
the Products. Distributor agrees to cooperate with E-Fuel to insure
Distributor's ability to perform its obligations
hereunder.
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3.2
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Distributor
Service Operations: Distributor acknowledges the importance of the service
responsibilities under this Agreement. Distributor shall establish and
maintain quality service operations as recommended by E-Fuel, including
trained personnel, proper tools and equipment and service facilities in
order to fulfill its responsibilities under this Agreement. Such service
operations shall provide to owners of the Products prompt, quality and
courteous service.
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3.3
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Delivery
and Preparation Obligations: Distributor shall be responsible for and
agrees to perform inspection, preparation and pre-delivery steps prior to
delivery of the Products to purchaser thereof. It is the Distributor's
responsibility to determine whether or not the Products meet the needs of
the customer, that the customer has obtained any and all required permits
and approvals, that the customer understands any applicable regulations
associated with their intended use of the Products, and that the customer
understands the proper use, placement and care of the Products. Upon
delivery and installation of the Products to its customer, Distributor
agrees to instruct the customer in the proper and safe use, maintenance
and care of the Products.
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Confidential
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Page
2
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E-Fuel
Distributor Agreement - Exclusive for San Diego, Orange and LA
Counties
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Rev.
1B1/08
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3.4
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Facilitation
of Feedstock to Customers: Distributor understands the ready availability
of feedstock (sugar) is required for the productive use of the Products.
Distributor agrees to either directly through its sale and delivery of
feedstock or indirectly through third party feedstock distributors to
facilitate the ready availability of feedstock so as to insure the
productive use of the Products by end customers. Failure to establish a
reliable source of feedstock supply in the Territory shall constitute a
material breach of this Agreement.
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3.5
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General
Service: Distributor shall provide to owners of the Products such general
service and repair for the Products as may be necessary. Any or all
charges therefore shall be reasonable and consistent with those prevailing
in the territory and all such services and charges shall be in accordance
with the applicable law.
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3.6
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Warranty
Service: Distributor agrees to perform all warranty service on all
Products brought to Distributor, whether or not sold by Distributor.
Distributor shall perform such warranty service in accordance with the
then applicable policies of E-Fuel as they may be issued from time to time
in E-Fuel service and warranty manuals, warranty service reimbursement
schedules, and bulletins.
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4
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PURCHASE
OF THE PRODUCTS
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4.1
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General
Terms and Conditions: E-Fuel shall sell the Products to Distributor and
Distributor shall purchase the Products from E-Fuel in accordance with the
terms and conditions set forth herein and in accordance with E-Fuel's then
current "Terms and Conditions of Sale" which are hereby incorporated by
reference and may be downloaded from E-Fuel's website at www.efuel100.com.
Where conflict exists between the "Terms and Conditions of Sale" and this
Agreement, this Agreement shall
prevail.
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4.2
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In
the course of resale of the Products to Distributor's customers,
Distributor may recruit, develop, and employ a network of third parties
(Dealers) to sell to end customers. E-Fuel's obligations under this
Agreement shall not extend to Dealers however it is incumbent upon
Distributor to insure its obligations hereunder shall be performed whether
directly by Distributor or indirectly through
Dealers.
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4.3
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Orders:
Distributor shall order the Products from E-Fuel in accordance with
E-Fuel's the then current ordering procedures. All orders are subject to
acceptance by E-Fuel based on availability of the Products and
Distributor's compliance with the terms and conditions hereof. Distributor
shall use its best efforts to order Products giving E-FUEL at least
90-days lead time from requested shipment date. E-FUEL shall within 14
days of receipt of Distributor's order confirm availability and where such
confirmation is not possible set about using its best efforts to meet
Distributor's requirements through all reasonable means. Distributor shall
use its best efforts to make available to E-FUEL an accurate product sales
forecast called for in Paragraph 2.2 and updated as often as necessary to
help alleviate potential product availability
constraints.
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4.4
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Price:
Distributor shall pay E-Fuel the price and any other charges for the
Products as set forth on the then current E-Fuel price schedule in effect
at the time E-Fuel accepts Distributor's order. Current pricing is set
forth in Exhibit 5 for convenience.
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4.5
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Payment:
Distributor shall pay the purchase price for the Products at the time of
delivery thereof, unless E-Fuel has approved other terms of credit for
Distributor, and agrees to pay within terms of the invoice. E-Fuel may
cancel any order placed by Distributor or refuse shipment thereof should
Distributor fail to meet any payment term, credit, or financial
requirement of E-Fuel. The amount and term of credit extended to
Distributor, if any, shall be at the discretion of E-Fuel and is subject
to change as E-Fuel may deem appropriate. Failure to meet any payment
term(s) shall result in prepayment or Letter of Credit terms for all
future orders for so long as E-Fuel requires at its sole option. E-Fuel
may offer prepayment as a means to secure a delivery position in the event
of product allocation. Distributor may order and prepay for the Products
and in so doing Distributor's respective order will be placed in queue
based upon order payment date.
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4.6
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Shipment:
E-Fuel shall use its best efforts to ship all accepted orders for the
Products to Distributor F.O.B. E-Fuel's facility or warehouse. Shipments
outside the United States shall be Ex. Works E-Fuel's facility (INCOTERMS
2000).
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4.7
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Taxes:
Distributor represents and warrants that all Products purchased hereunder
are purchased for resale in the ordinary course of Distributor's business.
Distributor agrees it is responsible for and shall comply with all laws
calling for the collection and/or payment of all taxes, including sales
and use taxes and ad valorem taxes. Distributor agrees to perfect
Distributor's tax exempt status by providing E-Fuel documentation to
perfect same. In the absence of such documentation or in the event E-Fuel
reasonably believes a tax liability may exist, E-Fuel may collect tax from
Distributor until such time as tax exemption is perfected to E-Fuel's
satisfaction. Any tax collected and still held by E-Fuel prior to
submitting tax exempt status will be refunded to Distributor if
Distributor can prove that a tax exemption was in effect prior to such
purchase. Reimbursement of taxes paid by E-Fuel to tax authorities must be
reclaimed by Distributor from the respective tax authority at
Distributor's expense.
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Confidential
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Page
3
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E-Fuel
Distributor Agreement - Exclusive for San Diego, Orange and LA
Counties
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Rev.
1B1/08
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4.8
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Cancel/Reschedule
Orders: Distributor may cancel or reschedule orders at no penalty up to 90
days prior to scheduled shipment date. Between 90 and 60 days of scheduled
shipment a penalty of 10% of the amount of the order shall apply to cancel
and a 5% penalty shall apply to reschedule. Between 60-30 days of
scheduled shipment a penalty of 25% shall apply to cancel, 10% to
reschedule. Within 30 days of scheduled shipment a penalty of 50% shall
apply to cancel and a 25% penalty to
reschedule.
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5
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CONFIDENTIAL
INFORMATION
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5.1
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"Confidential
Information" shall mean any information which is marked as "Confidential"
or "Proprietary" by E-Fuel or otherwise intended by E-Fuel to be
maintained as confidential.
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5.2
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Distributor,
its employees and agents shall retain all Confidential Information and to
prevent disclosure of such except as provided for herein. E-Fuel hereby
states that the Product designs constitute a valuable asset of E-Fuel and
are to be considered Confidential Information. Access by Distributor to
Confidential Information shall be restricted to Distributor's employees
who have a need to have access.
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5.3
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Distributor
shall not use, make, have made, distribute or disclose any copies of the
Confidential Information in whole or in part, without the prior written
authorization of E-Fuel.
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5.4
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Distributor
shall inform its employees and agents having access to the Confidential
Information of Distributor's limitations, duties and obligations regarding
nondisclosure and copying of the Confidential Information. Distributor
agrees to protect and secure the Confidential Information with the same
degree of care and confidentiality that it employs to protect its own
proprietary and/or confidential information. Distributor shall have a
signed agreement with Distributor's employees and agents having access to
the Confidential Information containing similar provisions to those set
forth herein to insure compliance with this
paragraph.
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6
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TERMINATION
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6.1
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Effectiveness:
This Agreement shall be effective upon the date of execution and shall
remain in effect for three (3) years following the first customer shipment
of the production MicroFueler and shall upon mutual written agreement
renew for additional one (1) year term(s). E-FUEL's agreement to renew
shall not be unreasonably withheld so long as Distributor has met its
obligations herein and consistently achieved its Sales
Plan.
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6.2
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Termination
for Cause (immediate effect): E-Fuel may terminate this Agreement with
immediate effect on the giving of written notice to Distributor should any
of the following events occur, such events being of such nature so as to
constitute good cause for immediate termination by
E-Fuel:
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6.2.1
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Any
misrepresentations by Distributor in entering into this Agreement of the
submission by Distributor of any false or fraudulent application, claim or
report in connection with its sales or service
operations.
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6.2.2
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lnsolvency
of Distributor resulting in the inability of Distributor to meet its debts
as they mature, or the filling by Distributor of a petition of bankruptcy
under any chapter of the bankruptcy
laws.
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6.2.3
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Any
transfer or any attempted transfer of any interest in, or right,
privilege, or obligations under this Agreement or any transfer of the
principal assets of Distributor's operations hereunder, or change in the
direct or indirect ownership or operating management of Distributor,
however accomplished, without the written consent of E-Fuel, which consent
shall not be unreasonably withheld.
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6.2.4
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Any
act of Distributor and any person involved in the ownership or operating
management of Distributor which violates the law and affects adversely
Distributor operations.
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6.2.5
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Revocation
of any license or permit necessary to conduct its operations
hereunder.
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6.3
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Termination
- General nonperformance: Unless otherwise proscribed by law, E-Fuel or
Distributor may terminate this Agreement on the giving of at least 60 days
prior written notice to the other for failure of either party to fulfill
any and all responsibilities and obligations as set forth in this
Agreement.
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Confidential
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Page
4
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E-Fuel
Distributor Agreement - Exclusive for San Diego, Orange and LA
Counties
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Rev.
1B1/08
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6.4
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Termination
- Death, Incapacity, Change in Key Personnel: As an inducement in entering
into this Agreement, Distributor has represented (as set forth in the
Distributor Profile, Exhibit 4) that the persons identified shall continue
to actively participate in the ownership and operating management of
Distributor; and, therefore, during the initial term of this Agreement
E-Fuel may terminate this Agreement on the giving to Distributor of at
least 60 days prior written notice in the event of Death, or physical or
mental incapacity of any of the identified persons or in the event any of
the key personnel ceases to be involved in an active and substantial role
in the operations of Distributor where E-Fuel reasonably believes
Distributor's ability to achieve its business plan may be at
risk.
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6.5
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Transition:
E-Fuel may terminate this Agreement at any time on giving to Distributor
of at least 30 days prior written notice in the event E-Fuel is acquired.
Upon any such event and notwithstanding any term otherwise set forth in
this Agreement, this Agreement shall extend for three (3) years from the
date of E-Fuel's acquisition so long as Distributor continues to satisfy
its obligations hereunder after which there shall be no requirement to
renew or extend this Agreement for any
reason.
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6.6
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Responsibilities
Upon Termination: Distributor shall immediately pay to E-Fuel all amounts
owed, whether due or not. Upon termination, Distributor shall discontinue
use of trademarks, including use of advertising, business materials,
remove all signs and references designating Distributor as an authorized
Distributor for the Products, and instruct all publications to discontinue
listing of Distributor as an authorized E-Fuel Distributor. Upon
termination, Distributor shall immediately return any property of E-Fuel
together with sales manuals, service manuals, technical data, Confidential
Information and marketing
materials.
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6.7
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Survival
of Certain Terms: The provisions of Paragraphs 2.7 (Reports and Records),
2.9 (Compliance to Laws), 3.3 (Delivery and Preparation Obligations), 4.1
(General Terms and Conditions), 4.5 (Payment), 4.7 (Taxes), 5
(Confidential Information), 6 (Termination), 7
(Miscellaneous).
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7
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MISCELLANEOUS
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7.1
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Relationship
of the Parties: This Agreement does not in any way create the relationship
of principal and agent between Distributor and E-Fuel and in no
circumstance Distributor, its Dealers, agents or employees shall be
considered as agents of E-Fuel. Distributor shall not create or attempt to
assume to create any obligation or make any contract, agreement,
representation or warranty on behalf of or in the name of E-Fuel, except
those authorized in writing by E-Fuel. Distributor shall indemnify and
hold E-Fuel harmless from any costs and liability caused by any
unauthorized acts prohibited by this paragraph, whether by Distributor,
its Dealers, agents or employees.
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7.2
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Force
Majeure: Both E-Fuel and Distributor are not liable or responsible for
failure to perform any part of this Agreement resulting from or
contributed by any foreign or domestic embargoes, seizures, acts of God,
insurrections, wars, adoption or enactment of any laws, ordinance,
regulation, fires, floods, explosions, strikes, extraordinary currency
devaluations, taxes, or custom duties or other events or contingencies
beyond its control.
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7.3
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Entire
Agreement: This Agreement supersedes and terminates any and all prior
Distributor agreements, written or oral, entered into between E-Fuel and
Distributor. This Agreement including E-Fuel's then current Terms and
Conditions of Sale constitutes the entire agreement between E-Fuel and
Distributor.
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7.4
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Assignment:
Distributor may not assign, directly or indirectly, all or part of its
rights or obligations under this Agreement without the prior written
consent of E-Fuel, which consent shall not be unreasonably withheld or
delayed.
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7.5
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Governing
Law: This Agreement shall be governed by and construed in accordance with
the laws of the State of California. United States of America. The parties
hereto agree that the sole proper venue for any action related to this
Agreement shall be a court of competent jurisdiction located in Santa
Clara County, California and the parties hereby irrevocably commit to the
jurisdiction and venue of such court and waive any claims of forum non conveniens or
other such causes for change of
venue.
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7.6
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Construction:
This Agreement and all words, terms and provisions hereof shall be
construed in accordance with the usual and ordinary meanings, and not in
favor of or against either party hereto. Paragraph headings are not part
of this Agreement, but are only for
convenience.
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7.7
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Nonwaiver
of Rights: Failure of either party hereto to enforce any of the provisions
of this Agreement or any rights with respect thereto or failure to
exercise any election provided for herein shall in no way be considered to
be waiver of such provisions, rights or elections or in any way effect the
validity of this Agreement. The failure of either party to exercise any of
said provisions, rights or elections shall not preclude or prejudice such
part from later enforcing or exercising the same or any other provisions,
rights or elections which it may have under this
Agreement.
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Confidential
|
Page
5
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E-Fuel
Distributor Agreement - Exclusive for San Diego, Orange and LA
Counties
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Rev.
1B1/08
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7.8
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Invalidity:
If any term, provision, covenant or condition of this Agreement is held by
a court of competent jurisdiction to be invalid, void or unenforceable,
the remainder of the provisions shall remain in full force and effect and
shall in no way be affected, impaired or
invalidated.
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7.9
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Notices:
All notices required or permitted to be given or made under this Agreement
may be affected in writing by certified mail, postage prepaid, return
receipt requested, and shall be deemed communicated three days from
mailing thereof to the addresses set forth in Exhibit
3.
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7.10
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Attorneys
Fees: In the event any legal action is necessary to enforce any of the
terms and conditions of this Agreement, the prevailing party shall be
entitled to all costs and fees incurred, including reasonable attorney's
fees.
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7.11
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Currency:
All monetary figures set forth in this Agreement and arising out of this
Agreement shall be in the legal currency of the United States of
America.
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7.12
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Limitation
of Liability: E-Fuel's liability on any claim of any kind, including
negligence, for any loss or damage arising out of, connected with, or
resulting from this Agreement or the performance or breach thereof, or
from the design, manufacture, sales, delivery, resale, installation,
repair, operation or use of any Products covered by or furnished under
this Agreement shall in no case exceed the purchase price of the Products
which gives rise to the claim. IN NO EVENT, WHETHER AS A RESULT OF BREACH
OF CONTRACT OR WARRANTY OR NEGLIGENCE OR OTHERWISE, SHALL E-FUEL BE LIABLE
FOR SPECIAL. INDIRECT. INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDIING, BUT
NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF PRODUCTS OR ANY
OTHER EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE EQUIPMENT, FACILITIES
OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF DISTRIBUTOR FOR
SUCH DAMAGES EVEN IF E-FUEL HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH
DAMAGE OR LOSS BY DISTRIBUTOR OR ANY THIRD
PARTY.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
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E-Fuel
Corporation
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Distributor
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BY:
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/s/ Thomas J. Quinn |
BY:
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/s/ John W. Galt | |
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Name:
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Thomas J. Quinn |
Name:
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John W. Galt | |
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Title:
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CEO |
Title:
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CEO | |
| Date: | Feb 15 2009 | Date: | 11/14/09 | |
(Remainder
of this page intentionally left blank)
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Confidential
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Page
6
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E-Fuel
Distributor Agreement - Exclusive for San Diego, Orange and LA
Counties
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Rev.
1B1/08
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Exhibit
1
Territory
The
following geographical regions shall constitute the Territory for purposes of
this Agreement:
San Diego
County, Orange County and Los Angeles County as defined by the State of
California
(Remainder
of this page intentionally left blank)
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Confidential
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Page
7
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E-Fuel
Distributor Agreement - Exclusive for San Diego, Orange and LA
Counties
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Rev.
1B1/08
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Exhibit
2
Minimum
Performance Criteria
Opening
Order: 25 MicroFueler units. Total amount of the opening order shall be 50%
pre-paid (equipment only) within ninety (90) days of the effective date of this
Agreement or as may be otherwise mutually agreed. The remaining 50% shall be due
according to the payment terms established with Distributor.
Minimum
re-order: 25 MicroFueler units (less than 25 units shall incur a processing fee
of $150 per unit)
Minimum
unit purchases required year 1: As mutually agreed in sales plan
Minimum
unit purchases required year 2: As mutually agreed in sales plan
Minimum
unit purchases required year 3: As mutually agreed in sales plan
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Confidential
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Page
8
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E-Fuel
Distributor Agreement - Exclusive for San Diego, Orange and LA
Counties
|
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Rev.
1B1/08
|
Exhibit
3
Notices
Pursuant
to Section 7.8, Notices to be given under this Agreement shall be sent to the
following addresses:
E-FUEL:
E-Fuel
Corporation
15466
Los Gatos Blvd., #37
Los
Gatos, CA 95032 UNITED STATES OF AMERICA
DISTRIBUTOR
|
Green
House
|
|
|
5171
Santa Fe Street
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|
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Suite
I
|
|
|
S.D.,
Ca 92109
|
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Confidential
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Page
9
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E-Fuel
Distributor Agreement - Exclusive for San Diego, Orange and LA
Counties
|
|
|
Rev.
1B1/08
|
Exhibit
4
Distributor
Profile
|
Company
Name:
|
Contact
Name:
|
|||||
|
Address:
|
Title:
|
|||||
|
Phone
#:
|
||||||
|
City:
|
Fax
#:
|
|||||
|
State/Zip:
|
Email
address:
|
|||||
|
Country:
|
Website:
|
|||||
|
Years
in business:
|
#
Employees:
|
Type
(Corp, LLC):
|
||||
|
Principal
Owner(s):
|
||||||
|
Revenues
(US$ last year):
|
Gross
Margin (last year):
|
|||||
|
Inventory
(% revenue):
|
New
Product Sales (% revenue)
|
|||||
|
Parts
Sales (% revenue):
|
Service
Sales (% revenue):
|
|||||
|
Growth
Rate % (last year):
|
||||||
|
Short
term debt (% Revenue):
|
Long
term debt (% Revenue):
|
|||||
|
Product
line 1/Years represented:
|
|
|
Product
line 2/Years represented:
|
|
|
Product
line 3/Years represented:
|
|
Territory
served:
|
||||
|
# of Sales
Personnel:
|
#
of Service Personnel:
|
|||
|
Key
Managers:
|
||||
|
President:
|
Sales:
|
|||
|
Administration:
|
Operations:
|
|||
|
Other:
|
Other:
|
|||
|
Profile
prepared by:
|
Title/Date:
|
|
Confidential
|
Page
10
|
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E-Fuel
Distributor Agreement - Exclusive for San Diego, Orange and LA
Counties
|
|
|
Rev.
1B1/08
|
Exhibit
5
Distributor
Price Schedule
Efuel100
MicroFueler assembled: $8,000.00
Prices
are FOB E-Fuel facility and are subject to change as E-Fuel may publish revised
Distributor Price schedules. Any such price changes shall supersede those set
forth herein.
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Confidential
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Page
11
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E-Fuel
Distributor Agreement - Exclusive for San Diego, Orange and LA
Counties
|
|
|
Rev.
1B1/08
|
Exhibit
6
Limited
Exclusive Distribution Fee
For
valuable consideration, to include but not limited to the granting of exclusive
distribution rights hereunder, E-Fuel shall invoice Distributor in the amount of
$500,000.00 upon execution of this Agreement and Distributor shall promptly pay
said invoice within 15 days of the invoice date. Failure to pay the invoice by
the due date shall constitute a material breach of the Agreement and shall
result in termination with immediate effect. Failure to execute this Agreement
on or before January 15, 2009 shall terminate this offer upon which E-Fuel shall
have no further obligation to Distributor.
In
support of Distributor's efforts hereunder, E-Fuel agrees to ship on or before
September 30, 2009 and Distributor agrees to accept delivery of 3 beta
production units of the MicroFueler at no cost to Distributor.
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Confidential
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Page
12
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E-Fuel
Distributor Agreement - Exclusive for San Diego, Orange and LA
Counties
|
|
|
Rev.
1B1/08
|
Exhibit
7
Training
E-FUEL
shall undertake to provide training to assist Distributor in its obligations
herein with respect to sales and service. Except as noted below, travel, lodging
and per diem expenses shall be the responsibility of the respective Parties.
Training shall include but not be limited to the following:
Sales:
|
|
(1)
|
Paso
Robles, CA: 5 days on-site to include product orientation, industry
overview, product features/benefits, market opportunities, and sales
presentations.
|
|
|
(2)
|
OPTIONAL
- In the Territory: 5-10 days in the Territory to include joint "buddy"
sales calls, additional product training, forecast development and review,
Sales Plan development assistance, target account review and assistance,
and one-on-one coaching.
|
Service:
|
|
(1)
|
Paso
Robles, CA: 5 days of detailed technical product training to include final
assembly and test procedures for the Products, sub-assembly testing
procedures and repair, field preventative maintenance procedures,
trouble-shooting techniques, service manual review, and warranty service
program.
|
|
|
(2)
|
In
The Territory: 1-2 days of assistance in Distributor's service and test
facility to insure product quality, proper procedures, return materials
handling, and warranty procedures.
|
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Confidential
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Page
13
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E-Fuel
Distributor Agreement - Exclusive for San Diego, Orange and LA
Counties
|
|
|
Rev.
1B1/08
|