Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 20 103K
6: EX-10.10 Material Contract 2 11K
7: EX-10.11 Material Contract 4 23K
8: EX-10.12 Material Contract 4 17K
9: EX-10.13 Material Contract 5 24K
2: EX-10.6 Material Contract 10 40K
3: EX-10.7 Material Contract 14 51K
4: EX-10.8 Material Contract 13 49K
5: EX-10.9 Material Contract 13 45K
18: EX-28.10 Information from a Report Furnished to State 1 10K
Insurance Regulatory Authorities
10: EX-28.2 Information from a Report Furnished to State 19 62K
Insurance Regulatory Authorities
11: EX-28.3 Information from a Report Furnished to State 2 12K
Insurance Regulatory Authorities
12: EX-28.4 Information from a Report Furnished to State 1 10K
Insurance Regulatory Authorities
13: EX-28.5 Information from a Report Furnished to State 2± 11K
Insurance Regulatory Authorities
14: EX-28.6 Information from a Report Furnished to State 4 19K
Insurance Regulatory Authorities
15: EX-28.7 Information from a Report Furnished to State 1 10K
Insurance Regulatory Authorities
16: EX-28.8 Information from a Report Furnished to State 2 12K
Insurance Regulatory Authorities
17: EX-28.9 Information from a Report Furnished to State 1 9K
Insurance Regulatory Authorities
EX-10.12 — Material Contract
| EX-10.12 | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
L I C E N S I N G A G R E E M E N T
B E T W E E N:
SUPERCRETE N/A LIMITED
A Turks & Caicos Corporation
(Herein called the "Licensor")
- and -
911014 ONTARIO INC.
o/a Anand Purchasing Network, and
ALLCRUZ CONSTRUCTION & DEVELOPMENT CORPORATION
(Herein called the "Licensee")
WHEREAS:
The Licensor is the owner of the Supercrete Technology
including the Novacrete primary additive (hereinafter called the
"Additive") to which the Licensor retains the exclusive title and
right.
The Licensee desires to obtain the exclusive license to
employ the Technology and manufacture cementitious products
incorporating the Additive in the territory hereinafter set out.
Therefore, the parties hereby agree as follows:
1. The license shall be for a period of one year
commencing May 21, 1996 and expiring May 20, 1997. Such license shall
be automatically renewable from year to year thereafter, subject to
the Licensee purchasing a minimum of 120,000 lbs. of Additive each
subsequent calendar year, during the term of such year and not at the
commencement thereof;
2. The license is exclusive to the Licensee for the
Republic of the Philippines.
3. The license fee is US$900,000.00 and includes:
(i) Technology Transfer valued at US$300,000.00;
(ii) 120,000 lbs. of Novacrete Additive in six (6)
containers of 20,000 lbs. each for US$600,000.00
(US$5.00/lb) F.O.B. Port Colborne, Canada.
Payment is to be made by Bank Letters of Credit, drawn on a
bank acceptable to the Licensor;
4. Technology Transfer includes methods of production,
raw materials employed, formulation, technical properties, details of
application and all of the above technology in the manufacture and
sale of the Novacrete materials. The Licensor shall provide seven (7)
days of training to the Licensee's staff, including production,
marketing and sales staffs.
5. The payment schedule for the said sum of US$900,000.00
shall be as follows:
(i) US$300,000.00 to be paid by adding
$50,000.00 to the price of each of the said
six containers of additive;
(ii) US$600,000.00 is to be paid by Bank Letter
of Credit when the 120,000 lbs of Additive
is ready to be shipped from Port Colborne,
Canada. The Licensee may order one or more
containers at any time during the year for
which the license is granted.
6. The Licensee will purchase the first container of
additive in sufficient time to permit its arrival at the Licensee's
manufacturing facilities at least three (3) days in advance of the
commencement of training by the Licensor as referred to in paragraph
(4) above;
7. The price of the Additive can be increased by the
Licensor in subsequent years, provided that any such increase shall
be the same price as offered by the Licensor to other Licensees of
the Novacrete Technology.
8. On the basis the Licensee intends to establish the
Sub-license to manufacture and produce Novacrete products, such is
subject to:
(i) The Licensor's consent to such Sub-license which will
not be unreasonably withheld;
(ii) Such Sub-license being restricted to the manufacture,
production and sale of the Novacrete product only
within the Licensee's territory set out in paragraph 2
herein.
9. The Licensee is prohibited from selling or otherwise
disposing of the Technology and the Additive to any party in its
existing form as supplied by the Licensor, subject only to delivering
them to a Sub-licensee as approved by the Licensor, and in such event
only for the express purpose of manufacturing and producing Novacrete
product.
10. Upon receipt of the payment as provided for in
paragraph (3) hereof, the Licensor will provide the Licensee with
copies of all test results and research and development information
related to the Novacrete product in the Licensor's possession. As
well, the Licensor will provide the Licensee immediately the same is
available, with the further test results and/or research and
development information relating to either Novacrete Technology or
Novacrete product during the term of the license or any extension
thereof.
11. During the term of the license and any extension
thereof, in the event the Licensor develops or receives any further
or additional Technology or technical information related to the
Novacrete Technology and/or Novacrete product, the Licensee will have
the first right of refusal to acquire same by way of license upon
terms the same as those offered to any other potential Licensee.
12. The Licensor will, during the term of the license or
any extension thereof, provide the Licensee with master copies of all
printed, video and other media promotion material in order to allow
the Licensee to reproduce same.
13. The Licensee shall have the right to assign and/or
sell the license rights hereby granted, subject only to the
Licensor's prior consent in writing, which consent will not be
unreasonably withheld.
14. During the term of the license or any extension
thereof, upon 30 days notice in advance, the Licensor shall at all
times provide the Licensee with sufficient Additive to satisfy their
manufacturing and production requirements for Novacrete product at
the Licensor's current price for same which shall be payable by Bank
Letter of Credit.
15. In the event the Licensee fails to maintain the
quality of the products made from the Novacrete Additive, the
Licensor shall give the Licensee thirty (30) days written notice to
adhere to the Licensor's quality standards. If the Licensee fails to
meet the said quality standards within the said thirty (30) day
notice period, the Licensor may unilaterally cancel this Licensing
Agreement.
16. The Licensee will enter into a Confidentiality
Agreement prior to receiving the Technology Transfer, and all staff
and personnel employed by the Licensee now and in the future shall
execute the said Confidentiality Agreement.
17. Any new products or methods of production developed by
the Licensee under this Licensing Agreement shall be forthwith
communicated to the Licensor and shall be the property of the
Licensor.
SUPERCRETE N/A LIMITED
Per: /s/ Arthur Smith
911014 ONTARIO INC.
Per: /s/ __________________________________
President
ALLCRUZ CONSTRUCTION & DEVELOPMENT CORP.
Per: /s/____________________________________
Authorized Agent
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0000945634-96-000004 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Fri., May 10, 11:21:57.1pm ET 
