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EXHIBIT 10.27
AGREEMENT BETWEEN LANCER ORTHODONTICS, INC.
AND ▇▇▇▇ ▇▇▇▇▇▇
THIS AGREEMENT (the "Agreement") is made and entered into as of August 3,
1998 (the "Effective Date"), between LANCER ORTHODONTICS, INC., a California
corporation ("LANCER"), and ▇▇▇▇ ▇▇▇▇▇▇ ("▇▇▇▇▇▇") individually. These parties
are collectively referred to herein as the "Parties" and individually as a
"Party."
WHEREAS, ▇▇▇▇▇▇ is the sole shareholder and employee/agent of AG METALS,
INC., a Nevada corporation ("AG METALS"), as well as the individual with
knowledge of certain technology owned by AG METALS; and
WHEREAS, AG METALS and LANCER are entering into a Product Development and
Marketing Agreement dated as of August 3, 1998 (the "LANCER/AG METALS
Agreement"), a copy of which is attached hereto as Exhibit A, and incorporated
herein by this reference (as that Agreement may be amended, restated, or
modified and in effect from time to time), which LANCER/AG METALS Agreement
contemplates a transfer of certain technology from AG METALS to LANCER, and the
provision of services by ▇▇▇▇▇▇ to LANCER as an employee of AG METALS, in return
for certain monetary payments to AG METALS; and
WHEREAS, as an employee/agent and the sole shareholder of AG METALS,
▇▇▇▇▇▇ will benefit from the LANCER/AG METALS Agreement;
WHEREAS, LANCER is not willing to enter into the LANCER/AG METALS
Agreement without certain assurances and agreements from ▇▇▇▇▇▇ in his capacity
as an individual; and
WHEREAS, in order to induce LANCER to enter into the LANCER/AG METALS
Agreement, ▇▇▇▇▇▇ desires to enter into this Agreement to provide such
assurances and agreements in his capacity as an individual;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and conditions contained herein and in the LANCER/AG METALS Agreement, the
receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:
1. DEFINED TERMS. Unless otherwise specified herein, capitalized terms in
this Agreement have the meanings set forth in the LANCER/AG METALS
Agreement, including but not limited to Article XII thereof.
2. REPRESENTATIONS AND WARRANTIES. ▇▇▇▇▇▇ hereby acknowledges, adopts,
affirms, and makes all of the representations and warranties set forth in
Article VIII of the LANCER/▇▇▇▇▇▇ Agreement, as of the Effective Date of
this Agreement.
3. OWNERSHIP OF TECHNOLOGY. ▇▇▇▇▇▇ hereby disavows that as an individual he
has any
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right, title or interest of any kind, nature, or description in and to
the Product(s) and Technology which are the subject of the LANCER/▇▇▇▇▇▇
Agreement, such Product(s) and Technology being solely owned by AG
METALS.
4. CONSULTING SERVICES. ▇▇▇▇▇▇ agrees to provide Services under the
LANCER/AG METALS Agreement as set forth in Article III of such
Agreement, as an employee or other agent of AG METALS.
5. AGREEMENT TO BE INDIVIDUALLY BOUND. ▇▇▇▇▇▇ agrees to be individually
bound by, and jointly and severally responsible with AG METALS to LANCER
and its successors and assigns for, compliance with and damages
resulting from the breach of, the following provisions of the LANCER/AG
METALS Agreement, as such provisions may be amended, restated, or
modified and in effect from time to time:
a. All of the provisions set forth in Articles IV and V (which
Articles are entitled "Disclosure of Technology and Information
to Lancer" and "Disclosure of Information on Improvements");
b. All of the provisions set forth in Article VI (which Article is
entitled "Ownership of Intellectual Property");
c. The provisions set forth in Sections 1. (entitled "Continuing
Assistance"), 2. (entitled "Best Efforts"), 4. (entitled "Press
Releases and Announcements "), and 5. (entitled "Further
Transfers ") of Article XI; and
d. All of the provisions set forth in Section 8. of Article XI
(entitled "Non-Competition, Non-Solicitation, and
Confidentiality"). ▇▇▇▇▇▇ understands and agrees that his
personal activities, along with those of AG METALS, shall be
limited as set forth in Section 8. of Article XI.
6. TERM OF AGREEMENT AND TERMINATION. As to provisions set forth in Article
VII. of the LANCER/AG METALS Agreement:
a. The term of this Agreement shall be coextensive with the term
set forth in such Article VII, as that term may be amended,
restated, extended, or modified. Upon termination of the
LANCER/AG METALS Agreement for any reason, all future and
continuing rights and obligations under this Agreement shall
terminate except for those set forth in Section 4. of such
Article VII of the LANCER/AG METALS Agreement which are
incorporated into this Agreement by reference.
b. The cure period and remedies provisions set forth in Sections 2.
and 3. of such Article VII., as such provisions may be amended,
restated, or modified and in effect from time to time, are
incorporated herein and shall apply to this Agreement as
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though set forth herein, with WEIKEL's damages against LANCER
for breach of this Agreement limited as set forth in Section
3.a. of the LANCER/AG METALS Agreement.
7. INDEMNIFICATION. ▇▇▇▇▇▇ agrees to be jointly and severally liable with
AG METALS to LANCER under the indemnification provisions of Article X of
the LANCER/AG METALS Agreement.
8. MISCELLANEOUS. The Parties agree that each of the provisions set forth
in Article XII of the LANCER/AG METALS Agreement shall also be a part of
this Agreement, as those provisions may be amended, restated, or
modified and in effect from time to time. With respect to those
provisions:
a. Notices to ▇▇▇▇ ▇▇▇▇▇▇ shall be sent to the address indicated
below:
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇. ▇▇▇▇▇▇ EXPRESSLY ACKNOWLEDGES AND. AGREES THAT THE ARBITRATION
PROVISIONS SET FORTH IN SECTION 14 OF ARTICLE XII (AS SUCH
PROVISIONS MAY BE AMENDED, RESTATED, OR MODIFIED AND IN EFFECT
FROM TIME TO TIME) REQUIRE FINAL AND BINDING ARBITRATION OF ANY
DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE
LANCER/AG METALS AGREEMENT, AND HE KNOWINGLY AGREES CONSENTS TO
SUCH ARBITRATION AND WAIVES ANY RIGHT TO A TRIAL BY JURY.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first written above.
Lancer Orthodontics, Inc.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ w/start of 9/1/98
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By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Its: President
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇
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