FINDERS AGREEMENT
This FINDERS AGREEMENT dated as of November 20, 1997 (this "Agreement") by
and between EPS Environmental, Inc. d/b/a SOLUCORP Industries, a British
Columbia corporation licensed in New York and New Jersey with its principal
offices located at 250 West Nyack Road, West Nyack, New York 10994 ("Solucorp"),
and Quest International Technologies, located at 279 Wood Circle Lane, Houston,
TX 77015 (Quest).
WITNESSETH
WHEREAS, Solucorp is the sole and exclusive owner of a process to stabilize
metal contaminated soils by the addition of proprietary reagents to the
contaminated soils (hereinafter referred to as the "Process");
WHEREAS, Solucorp is interested in entering into this Agreement with Quest
for the purpose of increasing Solucorp's client base; and
WHEREAS, it is the intention of the parties hereto that through's efforts
in and other named accounts and territories, Solucorp will increase its market
penetration and revenues within the State of New York and other named accounts.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
SECTION 1. Cooperation. Solucorp will provide a market evaluation of the
application of the Process.
SECTION 2. Solucorp Support. At all times during the term of this
Agreement, Solucorp will provide sufficient technical and marketing support, as
limited to Solucorp's capabilities to Quest. Upon Quest's request, Solucorp
shall, within reason, promptly make available such of its officers and personnel
so as to enable Quest to perform his obligations set forth in this Agreement.
Solucorp will contract all acceptable work with a permitted general contractor
(including itself) licensed in New York, New Jersey, or, if applicable, in other
named territories.
SECTION 3. License.
(a) Subject to the immediately following sentence, Solucorp hereby grants
to Quest the non-exclusive license and right to market and promote the Process
in Texas and to other named accounts and in other territories for the Term (as
hereinafter defined) of this Agreement.
(b) All potential work, projects, contracts and accounts will be identified
in writing by Quest and must be approved prior to contract by Solucorp, which
approval shall not be unreasonably withheld or delayed.
(c) Solucorp recognizes that such marketing and promotional efforts of
Quest could likely result in further direct and indirect accounts contacting
Solucorp directly and unbeknownst to Quest. Solucorp acknowledges that it will
make every possible effort in identifying these accounts as rightfully those
resulting from Quest's efforts, in and out of the United States.
SECTION 4. Compensation.
(a) In consideration of Quests obligations set forth herein, Solucorp
hereby covenants and agrees that it shall promptly pay to Quest the following
amounts for all remediation jobs, work, projects or contracts obtained by
Solucorp or its affiliates as a direct result of Quests efforts or contacts.
Three percent (3.0%) of the Gross Revenues for each such job, work, project or
contract.
Such amounts shall be paid by Solucorp to Quest in immediately available
funds within ten (10) days after Solucorp's receipt of any amounts from any
third party. All amounts paid to Quest shall be made without any offset or
deduction; provided, however, that Quest shall not be entitled to commissions
with respect to such amounts as are invoiced by Solucorp which have not been
paid by the applicable customer.
(b) For purposes of this Agreement, the term "Gross Revenues" means the
total dollar amount of all revenues due in connection with each job, work,
project or contract obtained by Solucorp or its affiliates as a direct result of
Quests efforts or contacts before deductions for any purpose.
SECTION 5. Use of the Process. Except as otherwise provided in this
Agreement, this Agreement shall not constitute a license for the use of the
Process and any use of the Process by Quest will be subject to the approval by
Solucorp.
SECTION 6. Confidentiality and Other Matters.
(a) The parties acknowledge that in order to further the purposes of this
Agreement, information containing or consisting of trade secrets, customer lists
and other confidential information may be communicated by Solucorp to Quest.
Such information may take the form of plans, drawings and data and will deemed
confidential unless otherwise designated by Solucorp or otherwise available to
the public. During the Term and for a period of twelve (12) months thereafter,
Solucorp shall have the right to apply and obtain form any state court located
in New Jersey or New York a restraining order to prevent Quest from disclosing
such confidential information to third parties unless such disclosure is
required by law or a court or other legal authority.
(b) Quest hereby agrees that during the Term of this Agreement it will not
handle or represent any directly competitive products to those of Solucorp in
the United States or otherwise promote the sale of any such products or services
in the United States, except, in all cases, those of Solucorp. For a period of
twelve (12) months following the termination of this Agreement, Quest agrees
that it will not work for any competitors of Solucorp involved in heavy metal
remediation in the United States.
SECTION 7. Discrepancies.
(a) Should any provisions of this Agreement be determined to be
unenforceable or prohibited by any applicable law, this Agreement shall be
considered divisible as to such provision, which shall be inoperative and the
remainder of this Agreement shall be valid and binding as though such provisions
were not included herein.
(b) If any part of this Agreement should be disputed in a court of law, the
parties agree that the proper venue will be the Superior Court of New York in
Rockland County.
SECTION 8. Term. The term of this Agreement will be for 12 months form the
date first entered on page 1. Either party can cancel the Agreement upon 90 days
written notice upon mutual agreement or upon review and acceptance of cause by
an independent arbitrator.
SECTION 9. Quest, In soliciting business on behalf of Solucorp, Quest shall
only make representations and warranties concerning Solucorp's products or
services as are contained in materials furnished by Solucorp to Quest (all such
materials being referred to herein as the "Descriptive Materials"), and Quest
shall not be held liable for any actions relating to the use of Solucorp
products or services.
SECTION 10. Expenses. Each party hereto will assume and pay all expenses of
their respective business operations, including, without limitation, any and all
costs and expenses related to their respective telephones, automobiles, gasoline
costs, postage, wages, taxes, social security taxes, unemployment and disability
benefits, workman's compensation, etc.
SECTION 11. Relationship. Except as otherwise provided herein or as may be
authorized in writing by Solucorp, Quest shall have no authority to contract any
obligation in the name of, on account of, or on behalf of, Solucorp, or to make
any representation or commitment with respect to Solucorp and/or its products or
services.
SECTION 12. Assignment. Except as otherwise provided herein, this Agreement
may not be assigned by the parties hereto.
SECTION 13. Default. Each party hereto shall have the right to correct a
default in the performance of such party's obligations hereunder within thirty
(30) days upon receiving notice by certified mail to the appropriate address of
the defaulting party.
SECTION 14. Agreement. This Agreement constitutes the entire Agreement
between the parties hereto and supersedes and cancels any and all previous
contracts, agreements and understandings, and this Agreement may be altered only
by written instrument duly executed by both parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Aagreement to be
duly executed and delivered by their duly authorized officers as of the date
first written above.
SOLUCORP INDUSTRIES
By: /s/ PETER MANTIA
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Witness Name: Peter Mantia
Title: President
Date: 11/19/97
By: /s/ HERMAN GONZALEZ
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Witness Name: Herman Gonzalez
Quest International Technologies
Date: 12-1-97
PM/kmm