EX-10.3
Non-Exlusive License Agreement
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EXHIBIT 10.3
NON-EXCLUSIVE LICENCE TO MANUFACTURE, NON-PATENTED PRODUCT
This License is given to on the 10th day of November 1996
BETWEEN
EHPC IONISATION LIMITED a company incorporated under the 106 of England and
Wales under company number 03541525 whose registered offices are located at his
Newington Causeway, London S C t GDH (Hereinafter known as the Licensor)
AND
(1) WALLACE /0,1U TIERNAN LIMITED a company incorporated under the laws of
England and Wales under company number 02126%7 whose registered offices are
located at Priory WOMB, Tudely Lane, Tonbridge, Kent TN 11 OQL (Hereinafter
known as the Licensee) (Z) USF LIMITED a company incorporated under the laves of
England and Wales under company number 426414 whose registered offices ate
located at Whittle Road Niger, Stoke on Trent, Staffs ST3 740
1. The License is personal to the parties hereto end may not be assigned
changed or dealt in in any way
2. The License hereby licenses the Licensee to manufacture and sell the
product for n period of five years from the date hereof.
3. Territory global markets vie the Licensee's existing direct sales
force and authorised agents and affiliates in the following areas:
Hot and Cold water systems, cooling towers, drinking water, w4mminp
pools, sees, ho; baths, ornamental water, golf courses, horticulture,
animal husbandry, irrigation water, hydroponics. NFT effluent treatment,
processing plant disinfection, saline water and sea water.
4. The Licensee hereby covenants with the Licensor
a) and will pay the Licensor r royalty of 25% of the quoted list price
for each unit of the product manufactured and sold and will keep proper
books and records of each transaction.
b) that it will only use the Anodes supplied by the Licensor during the
agreement period. The Licensor to limit the increased cost of the Anodes
to 4% per calendar year based on a stable market price. Any additional
over and above the % quoted must be advised in writing giving 60 days
notice.
c) that it will on the last day of the month give to the Licensor an
account of all unit manufactured and sold and sixty days after this
statement of account give to the Licensor a cheque for the amount or
royalty thereby payable, The Licensor or his duly appointed agent shall
have the right to inspect and take copies of all books and records
relating to the manufacture and sale of the product.
d) that a proper system of quality control will be operated end that
each unit of the product will be manufactured to conform to European
safety standards and free from any defect.
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e) that the Licensee will Indemnify and keep indemnified the Licensor
from and against all actions claims costs and demands of whatever nature
which may be made arising out of or incidental to any defect in the
manufacture of any unit of the product.
f) the Licensee will supply the Licensor and Isis authorised
distributors the product at cost plus a 26% profit margin.
5. The Licensor covenants with the Licensee:
a) the Licensor will provide the licensee with the technical knowledge,
specification and manufacturing techniques to enable the Licensee to
manufacture the product. And undertake to keep the Licensee informed of
any technology or technical changes which occur during the agreement
period.
b) that so long as the Licensee observes and performs its obligations
hereunder and so long as this licence continues that the Licensor will
not grant to any other person or company the right to manufacture the
product.
6. This licence may be determined before the expiration of three years from
the dale hereof:
a) By the Licensor if:
i) the Licensee continues for a period of 28 days after
service of a notice specifying a fundamental breach by the licensee to be in
breach of any of its obligations hereunder,
ii) or if the Licensee shall co into editors liquidation or
suffer the appointment of a receiver.
b) By the Licensee if:
i) the Licensor continues for 2 period of 28 days after service
of a notice specifying a fundamental breach by the Licensor to be
in breach of any of its obligations hereunder:
ii) or if the Licensor shall go into creditors liquidation
or suffer the appointment of a receiver.
7. Any notice required to be (liven may be given by ordinary first class post
or by facsimile transmission. Letters sent by first class post shall, unless the
contrary can be proved, be deemed to have been received on the next working day.
Facsimile transmissions shall be deemed to have beefs received on the day of
transmission or if that day is not a working day on the next working day
thereafter.
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