Manufacturing Agreement (29K)
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MANUFACTURING AGREEMENT
BETWEEN
INFINITI PAINT CO., INC.
AND
TROPICAL ASPHALT PRODUCTS CORPORATION
THIS MANUFACTURING AGREEMENT (hereinafter "Agreement") is entered on
September 1, 2001 (hereinafter "Effective Date") between INFINITI PAINT CO.,
INC. (hereinafter "INFINITI") having an address at 4100 North Powerline Road,
Suite G-2, Pompano Beach, Florida 33073, and TROPICAL ASPHALT PRODUCTS
CORPORATION (hereinafter "TROPICAL"), having an address at 1904 South 31st
Avenue, Hallandale, Florida 33009.
RECITALS
WHEREAS, at the time of execution of this Agreement, INFINITI is a wholly-
owned subsidiary of Urecoats Industries Inc.;
WHEREAS, INFINITI has developed and is the owner of certain proprietary
information relating to several latex paints, as well as chemical compositions,
formulas and recipes for latex paints (hereinafter collectively referred to as
"INFINITI INFORMATION");
WHEREAS, TROPICAL provides manufacturing services for latex paints and in
the past has manufactured latex paints for INFINITI based on the INFINITI
INFORMATION and/or additional proprietary information of INFINITI;
WHEREAS, INFINITI presently utilizes and desires to continue to use
TROPICAL's services for manufacturing latex paints based on the INFINITI
INFORMATION and/or additional proprietary information of INFINITI; (hereinafter
"Product" or "Products");
NOW, THEREFORE, in consideration of the mutual promises contained herein
the parties agree as follows:
TERMS AND CONDITIONS
1. DEFINITIONS.
1.1 RECITALS. The above RECITALS are true and correct and form a part of
this Agreement.
1.2 "INFINITI Know-How" means the proprietary techniques, inventions,
trade secrets, recipes, formulas, practices, methods, knowledge, designs, skill
and experience relating to latex paints disclosed to TROPICAL under this
Agreement.
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1.3 "INFINITI Technology" means the INFINITI Know-How and INFINITI
INFORMATION.
1.4 "IMPROVEMENTS" means any improvements, discoveries, developments,
modifications or derivative works, whether or not patentable.
1.5 "INTELLECTUAL PROPERTY RIGHTS" means all current and future trade
secrets, copyrights, patents and other patent rights, trademark rights, service
mark rights, mask work rights and any and all other intellectual property or
proprietary rights now known or hereafter recognized in any jurisdiction.
1.6 "Products" means latex paints manufactured by TROPICAL for INFINITI
under the terms of this agreement, including Products based on the INFINITI
Technology.
1.7 "SPECIFICATIONS" means any specifications for the Products provided
to TROPICAL by INFINITI.
2. DEVELOPMENT AND PURCHASE OF PRODUCTS.
2.1 TROPICAL will manufacture, exclusively for INFINITI, Products based
on the SPECIFICATIONS, the INFINITI Technology and/or any other information
provided by INFINITI.
2.2 PURCHASE OF PRODUCTS. TROPICAL agrees to sell the Products to
INFINITI on an exclusive basis and to accept purchase orders for the Products
from INFINITI on an exclusive basis under the terms and conditions of this
Agreement. In the event, and only in the event, TROPICAL is unable to meet the
production demands of INFINITI as to a specific product or TROPICAL is no longer
able to maintain the quality requirements as required by INFINITI as to a
specific product, then, and only in either or both of such events and after
having first actually receive from INFINITI a thirty (30) day prior written
notice to the effect of either or both of the foregoing and TROPICAL not having
materially cured such production demand or quality requirement, may INFINITI
manufacture or procure from other sources like or comparable Products.
2.3 TRADEMARK RIGHTS. TROPICAL acknowledges INFINITI's trademark rights
with respect to the Products and agrees that it will not use the trademark(s)
and trade names of INFINITI on any products or for any other purpose, other than
the Products ordered by and delivered to INFINITI. TROPICAL is hereby granted a
limited trademark license with respect to the INFINITI trademarks solely for the
above-mentioned use. All other use by TROPICAL is prohibited. This license shall
terminate on the earlier of termination of this Agreement, or failure of
TROPICAL to maintain the quality requirements required by INFINITI in accordance
with paragraph 2.2 above. TROPICAL shall obtain no rights to or interest of any
kind in any of INFINITI's trademarks or trade names other than the limited right
to use set out above.
3. PURCHASE ORDERS.
3.1 LEADTIME. TROPICAL agrees to deliver manufactured Products to
INFINITI within ten (10) calendar days or seven (7) working days of receiving an
order by INFINITI.
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3.2 PURCHASE ORDERS. Purchases shall be initiated by INFINITI's written
or electronically dispatched purchase orders referencing at least the quantity
and specific Product. All purchase orders for Products placed by INFINITI
hereunder shall be governed by the terms and conditions of this Agreement. In
the event of a conflict between the provisions of this Agreement and the terms
and conditions of INFINITI's purchase order or TROPICAL's acknowledgment or
other written communications, the provisions of this Agreement shall prevail and
any such conflicting terms or conditions are hereby rejected.
3.3 ISSUANCE AND ACCEPTANCE. TROPICAL shall notify INFINITI of receipt of
a purchase order by telephone or facsimile within two (2) business days after
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