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Exhibit 10.4
REQUIREMENTS CONTRACT
AGREEMENT made 2/15/96, 1996, between DT ENTERPRISES, a California
proprietorship (the "Manufacturer"), and ACTION VENTURI, a Texas corporation
(the "Purchaser").
1. PURCHASE OF REQUIREMENTS. The Purchaser, desiring to purchase
Manufacturer's chemical carpet cleaning product known as "Carpet Details" (the
"PRODUCT"), shall purchase the PRODUCT from Manufacturer, for a period of ten
(10) years from the date hereof, with Purchaser's option to extend the term for
an additional ten (10) years, at the prices listed in the attached schedule of
Manufacturer's List Prices, in such quantity as shall satisfy the Purchaser's
entire requirements for product of this type during the term of this agreement.
2. MODIFICATION OF PURCHASE PRICE. The Manufacturer expressly reserves
the right to change its Manufacturer's List Prices, as set forth in the attached
schedule, including the stated list prices, extra charges, and rates and bases
of discount, if any, as it shall see fit from time to time, and the schedules of
Manufacturer's List Prices, in their amended form from time to time, shall be
part of this Agreement. However, the net invoice price to the Purchaser for the
PRODUCT shall be no greater than the price charged by the Manufacturer for the
PRODUCT during the same time to any other person who shall hereafter enter into
a similar agreement with the Manufacturer and who shall purchase the PRODUCT
thereunder in the same amounts and under the same conditions. Changes in the
schedules may be made by the Manufacturer without notice to the Purchaser other
than by the Manufacturer's regular printed notice to the trade announcing such
changes, and shall become effective as of the date specified in such printed
notice. In any event, the prices payable by the Purchaser shall be increased by
an amount equal to the taxes and charges which are now, or may hereafter be,
levied, imposed, or charged (whether by federal, state, municipal, or other
public authority) with respect to the sales of the PRODUCT hereunder. In the
event of an increase by the Manufacturer of the net price, the Purchaser may
upon five days' written notice to the Manufacturer terminate this agreement
without liability under this Agreement.
3. PAYMENT. The Purchaser shall pay each invoice not later than 10 days
from the date thereof (net ten days).
4. DELIVERIES. The Manufacturer is not required to supply the PRODUCT
in excess of the Purchaser's own requirements. If the Purchaser fails to pay any
invoice when due, the Manufacturer may suspend further deliveries until all
indebtedness of the Purchaser to it has been paid in full and, if such default
in payment shall continue for ten days or more, or if the Purchaser orders
PRODUCT in excess of its own requirements, the Manufacturer may terminate this
Agreement forthwith. If in the opinion of the Manufacturer the credit of the
Purchaser becomes impaired, then the Manufacturer may at any time suspend
further deliveries except for cash in advance. The Manufacturer shall not be
liable for any delays or failures in delivery due to circumstances beyond its
reasonable control.
5. TRANSPORTATION CHARGES. All PRODUCT listed in the attached Price
schedules will be sold and billed to the Purchaser F.O.B. Manufacturer's
manufacturing facility, with all transportation, insurance, and other costs
thereof to be paid by Purchaser.
6. RISK OF LOSS. All risk of loss for damage, destruction, or loss to a
shipment shall be borne exclusively by Purchaser. If the Purchaser desires the
assistance of the Manufacturer in filing claims for loss with any common
carrier, it must request such to Manufacturer in writing and report the details
of the loss to the Manufacturer within a reasonable time so as to enable the
Manufacturer to comply with the common carrier's claims requirements.
Manufacturer agrees to use its best efforts to accord Purchaser any such
assistance that it reasonably can, but Manufacturer shall in no way be
responsible for processing any such claims.
7. INSTALLMENT DELIVERIES. Nondelivery or default by the Manufacturer
as to any installment shall not be deemed a breach of this Agreement except as
to such installment. Such nondelivery or such default shall not relieve the
Purchaser from its obligation to accept and pay for any subsequent or prior
installment, even though such nondelivery or default substantially impairs the
value of this contract.
8. WAIVER. No term of this Agreement shall be deemed to have been
waived by the Manufacturer unless such waiver is in writing and signed by the
Manufacturer or its duly authorized representative.
9. DISCLAIMER. MANUFACTURER DOES NOT WARRANT THAT THE PRODUCTS ARE
MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE. THERE ARE NO EXPRESS OR IMPLIED
WARRANTIES MADE BY MANUFACTURER WITH RESPECT TO THE PRODUCTS, EXCEPT AS
EXPRESSLY STATED IN THIS AGREEMENT.
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10. BINDING EFFECT. This Agreement shall be binding upon Manufacturer
and Purchaser, as well as their respective successors and assigns only when
signed by Manufacturer and Purchaser. This Agreement may not be assigned by
either party unless such assignment is consented to in advance in writing by the
other party.
11. CONFIDENTIALITY. Purchaser acknowledges that the PRODUCT is
composed of certain chemical compounds that are proprietary in nature and
comprise confidential trade secrets of Manufacturer. Purchaser agrees to keep
all the information, data & other material concerning the PRODUCT
("Information") secret, confidential and in the strictest confidence; to
disclose same only to officers and employees of Purchaser to whom such
Information must be disclosed for evaluation purposes; and to assume full
responsibility for any acts of said officers and employees which violate the
terms of this agreement. Purchaser further agrees on behalf of itself and each
officer and employee to whom disclosure is made not to copy or make copies of
any of the Information, nor any portion of it, and not to disclose to others nor
to commercially utilize any of the Information, except as authorized in writing
by Manufacturer. Purchaser agrees to return to Manufacturer any and all
documents or other material provided by Manufacturer in connection with the
PRODUCT upon demand by Manufacturer, and in any event upon termination of this
Agreement. Purchaser agrees not to "reverse engineer" the PRODUCT or otherwise
attempt to gain further knowledge of the chemical composition of the PRODUCT,
except with Manufacturer's prior written consent.
IN WITNESS WHEREOF the parties have executed this Agreement on the
respective dates set forth below.
DT ENTERPRISES
Date: 2/15/96 By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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ACTION VENTURI
Date: 2/15/96 By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President
INDIVIDUALS:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 2/15/96
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ 2/13/96
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/s/ ▇▇▇▇ ▇▇▇▇▇▇ 2/19/96
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 2/19/96
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ 2/19/96
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 2/13/96
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 2/15/96
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 2/13/96
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 2/15/96
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/s/ ▇▇▇▇ ▇▇▇▇▇▇ 2/13/96
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CONFIDENTIAL INFORMATION AGREEMENT
In consideration of DT ENTERPRISES (through its officers, principals,
employees and/or sales agents) furnishing to the undersigned ("RECIPIENT")
certain confidential information regarding the business and operations of DT
Enterprises, including specifically the following: General & Technical
information regarding DT Enterprises, its Business, and that certain chemical
cleaning compound [as well as DT Enterprises' carpet & upholstery product(s)
pertaining thereto] known as "CARPET DETAILS", including without limitation the
Material Safety Data Sheet ("MSDS") relating to any such product(s)
(collectively referred to herein as the "Information"), RECIPIENT hereby accepts
such disclosure under the following terms and agrees as follows:
1. RECIPIENT agrees to keep all the Information secret confidential and
in the strictes confidence; to disclose same only to officers and employees of
RECIPIENT to whom said Information must be disclosed for evaluation purposes;
and to assume full responsibility for any acts of said officers and employees
which violate the terms of this agreement,
2. RECIPIENT further agrees on behalf of itself and each officer and
employee to whom disclosure is made not to copy or make copies of any of the
Information, nor any portion of it, and not to disclose to others nor to
commercially utilize any of the Information, except as authorized m writing by
DT Enterprises;
3. RECIPIENT agrees to return to DT Enterprises any and all documents
or other material provided by DT Enterprises in connection with the disclosure
hereunder upon conclusion of RECIPIENT's evaluation or upon demand by DT
Enterprises; and
4. RECIPIENT understands that the foregoing obligations shall remain in
effect for a period of five (5) years, but shall not apply to anything that is
already fully known to the undersigned or his/her company or that otherwise
becomes fully disclosed to the public by a lawful act of other than the
undersigned or his/her company, its officers and employees.
Execution of this Agreement incurs no obligation on either DT
Enterprises, or said RECIPIENT respecting any business joint venture, purchase
or sale of any interest in the Business of DT Enterprises, any investment by
Recipient in DT Enterprises or its Business, or any other similar arrangement.
RECIPIENT
ACTION VENTURI, a Texas corporation
Date: 2/15/96 By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President
INDIVIDUAL OFFICERS:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 2/15/96
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ 2/13/96
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/s/ ▇▇▇▇ ▇▇▇▇▇▇ 2/19/96
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