FINDERS AGREEMENT
This FINDERS AGREEMENT dated as of April 22, 1998 (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
Scopus Evaluation Services, Inc., located at 311 East 71st Street, Suite 11F,
New York, NY 10021. ("SES")
W I T N E S S E T H
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 SES
for the purpose of increasing Solucorp's client base and that of it's licensees;
and
WHEREAS, it is the intention of the parties hereto that through SES's
efforts with Turner Construction 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 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 SES. Upon SES's request, Solucorp shall,
within reason, promptly make available such of its officers and personnel so as
to enable SES 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 SES the non-exclusive license and right to market and promote the
Process in New York 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 SES and must be approved prior to contract by Solucorp,
which approval shall not be unreasonably withheld or delayed.
SOLUCORP Industries Ltd. * 250 West Nyack, New York 10994 * Tel: 914-625-2333
Fax: 914-623-4987 * http://www.solucorpltd.com
(c) Solucorp recognizes that such marketing and promotional efforts of
SES could likely result in further direct and indirect accounts contacting
Solucorp directly and unbeknownst to SES. Solucorp acknowledges that it will
make every possible effort in identifying these accounts as rightfully those
resulting from SES's efforts.
SECTION 4. Compensation.
(a) In consideration of SES's obligations set forth herein, Solucorp
hereby covenants and agrees that it shall promptly pay to SES the following
amounts for all remediation jobs, work, projects or contracts obtained by
Solucorp or its affiliates as a direct or indirect result of SES's efforts or
contacts: Compensation will vary depending on the specific service provided by
SES and as a result, will be negotiated on a project by project basis. The
minimum commission rate will be set at 3% of the Gross Revenue unless otherwise
agreed to in writing by both parties.
Such amounts shall be paid by Solucorp by SES in immediately available
funds within ten (10) days after Solucorp's receipt of any amounts from any
third party. All amounts paid to SES shall be made without any offset or
deduction; provided, however, that SES 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
SES's efforts or contacts before deductions for any purpose.
(c) Solucorp's obligations to make such payments shall survive the
termination of this contract.
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 SES 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 SES.
Such information may take the form of plans, drawings and data and will be
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 from any state
court located in New Jersey or New York a restraining order to prevent SES from
disclosing such confidential information to third parties unless such disclosure
is required by law or a court of other legal authority.
(b) SES 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 Industries Ltd. * 250 West Nyack, New York 10994 * Tel: 914-625-2333
Fax: 914-623-4987 * http://www.solucorpltd.com
Solucorp. For a period of twelve (12) months following the termination of this
Agreement, SES 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 from the
date first entered on page 1. Either party can cancel the Agreement upon 30 days
written notice upon mutual agreement or upon review and acceptance of cause by
an independent arbitrator. The agreement will be automatically renewed from year
to year unless Notice of Cancellation is served in writing by either party at
least sixty (60) days prior to the end of the year.
SECTION 9. Covenant. In soliciting business on behalf of Solucorp,
___________ shall only make representations and warranties concerning Solucorp's
products or services as are contained in materials furnished by Solucorp to SES
(all such materials being referred to herein as the "Descriptive Materials").
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, SES 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.
SOLUCORP Industries Ltd. * 250 West Nyack, New York 10994 * Tel: 914-625-2333
Fax: 914-623-4987 * http://www.solucorpltd.com
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their duly authorized officers as of the date
first written above.
SOLUCORP INDUSTRIES
By: /s/ PETER MANTIA
- -------------------------- ---------------------------
Witness Name: Peter Mantia
Title: President
Date: 4/21/98
-------------------------
SCOPUS EVALUATION SERVICES, INC.
By: /s/ HARVEY MACHAVER
- -------------------------- ---------------------------
Witness Name: Harvey Machaver
Title: President
Date: 4/24/98
-------------------------
SOLUCORP Industries Ltd. * 250 West Nyack, New York 10994 * Tel: 914-625-2333
Fax: 914-623-4987 * http://www.solucorpltd.com
ADDENDUM I
ACCOUNT EXCLUSIVITY
The following account(s) are registered exclusively to SES for a period of six
(6) months from the date below at which time Solucorp and SES will either extend
or cancel exclusivity based on progress made. Progress shall be understood if
contact has been made and the probability of a contract or sale exists with the
exclusive account or a third party which the exclusive account has referred to
Solucorp.
ACCOUNT EXCLUSIVITY PERIOD
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Turner Steiner, ENCOM, May 1, 1998 -- October 31, 1998
ET and subsidiaries, affiliates
and joint venture partners
Eco Systems Strategic, Inc. May 1, 1998 -- October 31, 1998
SOLUCORP Industries Ltd. * 250 West Nyack, New York 10994 * Tel: 914-625-2333
Fax: 914-623-4987 * http://www.solucorpltd.com