EXHIBIT 10.10
MAGNETIC RESONANCE THERAPY (BAHAMAS) LTD.
AGREEMENT ("Agreement"), made and entered into as of the 26th day of August,
2003, in duplicate originals by and between ▇▇▇▇▇▇▇▇ RESONANCE ENTERPRISES,
INC., a Nevada corporation authorized to do business in the State of Florida,
having an office and place of business at ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (" ▇▇▇▇▇▇▇▇"); and CSB5 Management Company Limited. (a
Bahamian Registered company) having its registered office on ▇▇▇▇▇▇▇ Avenue in
the city of Nassau New Providence Bahamas , ("CSB5"), hereinafter collective
referred to as 'the parties'.
WHEREAS, the parties are desirous of entering into a joint venture for the
purpose of the use in the Bahamas of the proprietary magnetic resonance
technology, known as ▇▇▇▇▇▇▇▇ Resonance, by means of technologies and device(s)
known as "▇▇▇▇▇▇▇▇ Resonators", "▇▇▇▇▇▇▇▇ Resonance Technology" and or "Magnetic
Resonance Therapy" (the "▇▇▇▇▇▇▇▇ Resonance Technologies"), which therapy has
applications in : Healthcare, Medicine, Veterinary Medicine, Pharmaceutical,
Food and Beverage, Construction, Agriculture and the Environment ; AND,
WHEREAS, the parties consider that a joint venture is feasible to promote the
use of the above technology in particular as it applies to the treatment of
chronic and intractable pain due to medical conditions AND
WHEREAS, CSB5 is in control of a facility suitable for the treatment of Humans
in The Clinical setting in the Bahamas AND,
WHEREAS the parties agree to use their best efforts to distribute, market, and
promote The Magnetic Resonance Therapy in the Territory in keeping with their
joint venture agreement,
NOW, THEREFORE, in consideration of the mutual covenants set forth, the parties
do hereby respectfully grant, agree and covenant this agreement as follows:
1. DEFINITIONS.
1. Territory: The Bahamas.
2. Technologies: The ▇▇▇▇▇▇▇▇ Resonance Technologies, devices and applications
for the treatment of human patients and clients as an adjunct therapy to
mainstream medicine. The licensed technology also includes ongoing training in
the "know how" of treating humans in the reduction of chronic and acute pain and
provides for the treatment of a wide variety of diseases, illnesses, infirmities
and syndromes. Also included is ongoing training in the "know how" for the
"leisure" aspect of human treatment that broadly is defined as "relaxation and
rejuvenation."
2. JOINT VENTURE That the parties shall form a company known as Magnetic
Resonance Therapy (Bahamas) Limited, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇-▇▇▇▇, Nassau,
Bahamas, in accordance with Bahamian law, which company will be the vehicle
whereby the technologies shall be administered in the territory.
The shareholdings will be:
Shareholder % # Ordinary Shares
▇▇▇▇▇▇▇▇ 40% 2,000
CSB5 60% 3,000
3. TERM. The initial term of this Agreement is one (1) year. If at the end of
six (6) months , the shareholders determine that the business is not financially
viable, and has not developed as anticipated, the costs borne by each
shareholder shall remain with that shareholder and ▇▇▇▇▇▇▇▇ shall be entitled to
repurchase from Magnetic Resonance Therapy (Bahamas) Limited the five resonators
comprising ▇▇▇▇▇▇▇▇'▇ contribution (referred to below) at a price equal to fifty
(50%) percent of the import value of said resonators.
Once the business has sufficient financial resources to repay the shareholder(s)
expenses, these costs will be reimbursed. ▇ ▇▇▇▇▇▇▇▇ will be responsible for the
salary costs of the personnel and for contribution of five resonators o CSB5
will be responsible for utilities and rent
If the business is successful, the profits or losses will be shared equally
(50:50) between the shareholders.
4. QUALITY CONTROL, STANDARDS, AND OWNERSHIP. 1. Quality Control: ▇▇▇▇▇▇▇▇ shall
provide the appropriately trained personnel to install and operate the equipment
and shall be responsible for all aspect of the quality control of the use of the
product, including full responsibility for compliance with U.S. Food and Drug
Administration laws and regulations. CSB5 shall be responsible for compliance
with all the relevant standards necessary for the use of the products in the
territory. 2. The failure to adhere to the foregoing requirements shall be
grounds for the immediate termination of this Agreement. 3. Use of Technologies:
The parties agree not to market, sell, distribute or otherwise use, manufacture,
modify the use and applications of the Technologies in any manner whatsoever
without first obtaining all the required permits, licenses, approvals and
consent as may be required by the laws of any jurisdiction in which the
Technologies will be sold, distributed, marketed, and/or manufactured. 4. The
parties agree that the technology shall not be utilized until or unless all
required certificates of building standards and code approvals as required in
the Territory, as well as any other relevant standards imposed by governmental
authorities in the Territory have been met, and that in the event that this
cannot be achieved the venture will be terminated without prejudice to any
party. 5. Ownership: If a shareholder wishes to dispose of all or part of their
equity, then the other shareholder(s) must be given the right of first refusal
to acquire the shares. If a purchase price for the equity can not be mutually
agreed upon, then a firm of accountants will be retained by Magnetic Resonance
Therapy (Bahamas) Limited to perform a valuation of the business. If the
▇▇▇▇▇▇▇▇ equity are purchased by CSB5, then Magnetic Resonance Therapy (Bahamas)
Limited will pay ▇▇▇▇▇▇▇▇ a usage royalty fee at a rate of sixteen (16%) percent
of the gross revenue. If ▇▇▇▇▇▇▇▇ is itself sold to a third party, and the
shareholding of ▇▇▇▇▇▇▇▇ in Magnetic Resonance Therapy (Bahamas) Limited is
sold, then the ▇▇▇▇▇▇▇▇ usage royalty fee would be substantially less than the
sixteen (16%) percent of gross revenue (ie eight percent [8%]).
5. CONFIDENTIAL INFORMATION. 5.1 The parties agree to absolute confidentiality
as regards ▇▇▇▇▇▇▇▇'▇ trade secrets, private or secret processions, methods,
protocols, resonance equipment, and ideas, as they exist from time to time, as
well as other corporate information concerning ▇▇▇▇▇▇▇▇ Resonance Technologies..
5.2 Exclusions: Confidential information does not include the following: (a)
information which is public and has been released by ▇▇▇▇▇▇▇▇; (b) information
in the public domain; (c) information disclosed by a third party who was free to
disclose it. (d) disclosure of information through no wrongful act of Magnetic
Resonance Therapy (Bahamas) Limited.
6. Restriction: During the term of this Agreement, and for a period of two (2)
years following completion of all services rendered under this agreement
Magnetic Resonance Therapy (Bahamas) Limited agrees that it will not, directly
or indirectly, either for itself or on behalf of any third party, develop,
engineer, manufacture, produce or consult to do any of the foregoing, relating
to any device employing magnetic technology, whose purpose is the direct or
indirect competition with ▇▇▇▇▇▇▇▇.
7.ADVERTISING AND ADVERTISING MATERIALS. 1. Advertising Approval: Magnetic
Resonance Therapy (Bahamas) Limited shall obtain approval from ▇▇▇▇▇▇▇▇ of all
copy of any and all materials to be used in connection with the marketing and
distribution of the Technologies which approval shall be obtained at least 30
days in advance of any publication or distribution for review.
8.ADMINISTRATION. 1. The shareholders agree that the CSB5 shall provide the
administrative systems necessary to the operation of the venture, including
accounting, invoicing and payroll, with the parties bearing equal share in the
venture,s costs, as well as in its profits. 2. ▇▇▇▇▇▇▇▇ shall be free to utilize
and or dispose of its portion of the profits as it sees fit. 3. ▇▇▇▇▇▇▇▇ shall
possess the right to review any and all books and records pertaining to the use
of the Technologies.
9.Technologies Liability Insurance: Magnetic Resonance Therapy (Bahamas) Limited
shall procure and maintain at its own expense in full force and effect at all
times during which the Technologies are utilized in the territory coverage via a
responsible insurance carrier, a products liability insurance policy with
respect to the Technologies with a limit of liability of not less than
B$1,000,000.00.
10.BOOKS, RECORDS & STATEMENTS Books, Records & Statements: CSB5 shall provide
an appropriate software package able to maintain complete and accurate books of
account, records and statements.
11. INDEMNITY 1 Indemnity: Magnetic Resonance Therapy (Bahamas) Limited agree to
hold each shareholder harmless and to indemnify each shareholder against any and
all losses, liability, damages and expenses (including reasonable attorney's
fees, costs and expenses through appeal) incurred by the use of the Technologies
in the business. 2.The provisions of this paragraph and Licensee's obligations
hereunder shall survive the expiration or termination of this Agreement.
12. Breach of Material Condition: If any of the parties fail to perform any of
the material terms, conditions, agreements or covenants in this Agreement on its
part to be performed (hereinafter referred to as "Other Default") and other
default is not curable, or if such default is curable but continues uncured for
a period of sixty (60) days after notice thereof has been given to the
defaulting party in writing by the other party or all reasonable steps necessary
to cure such other default have not been taken by the defaulting party within
sixty (60) days after notice thereof has been given to the defaulting party in
writing by the other party or all reasonable steps necessary to cure such other
default have not been taken by the defaulting party within sixty (60) day
period, the other party at its sole election may terminate this Agreement
forthwith by written notice.
13. Bankruptcy, Insolvency and Related Occurrences: In the event that Magnetic
Resonance Therapy (Bahamas) Limited files a petition in bankruptcy: - the net
realisable assets will be divided equally between the shareholders.
In the event that Magnetic Resonance Therapy (Bahamas) Limited is adjudicated as
bankrupt or files a petition or otherwise seeks relief under or pursuant to any
bankruptcy, insolvency or reorganization statute or proceeding or if a petition
in bankruptcy is filed against it, which is not vacated within sixty (60) days,
or it becomes insolvent or makes an assignment for the benefit of its creditors
or a custodian receiver or trustee is appointed for it or a substantial portion
of its business assets, which is not discharged within sixty (60) days: - the
net shortfall will be divided equally between the shareholders, and the
contribution made accordingly from each shareholder.
14. NOTICES Notice Requirements: All reports, approvals, requests, demands, and
notices (collectively "notices") required or permitted by this Agreement to be
given to a shareholder shall be in writing and shall be deemed to be duly given
if personally delivered or if sent (by facsimile or overnight courier) to the
party concerned at its address set forth in this Section.
▇▇▇▇▇▇▇▇ Resonance Enterprises, Inc.
▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ #▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
CSB5 Management Company Limited
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇. ▇. ▇▇▇ ▇-▇▇▇▇
Nassau, Bahamas
15. RESOLUTION OF DISPUTES 1. Jurisdiction: The PARTIES HEREBY irrevocably
submit to the personal jurisdiction of the Commonwealth of The Bahamas in any
action or proceeding arising out of or relating to this Agreement. In any court
proceeding, the Courts shall have exclusive jurisdiction over the subject matter
of this Agreement. 2. Waiver of Immunity: To the extent that either party has or
hereafter may acquire any immunity from jurisdiction of any court or from legal
process with respect to itself or its property, the parties irrevocably waive
such immunity with respect to their respective obligations under this Agreement.
16. GOVERNING LAW Governing Law Entire Agreement: This Agreement shall be
construed and interpreted in accordance with the laws of the Commonwealth of The
Bahamas; contains the entire understanding and agreement between the parties
hereto with respect to the subject matter hereof and supersedes all prior oral
and written understandings and agreements. This Agreement may not be modified,
amended, discharged or terminated orally except by a written notification signed
by the party against whom the modification, discharge or termination is sought
to be enforced.
17. Severability: If any provision or any portion of any provision of this
Agreement shall be held to be void or unenforceable, the remaining provisions of
this Agreement and the remaining portion of any provision held void or
unenforceable in part shall continue in full force and effect.
IN WITNESS THEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.
▇▇▇▇▇▇▇▇ RESONANCE ENTERPRISES, INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President & Chief Operating Officer
CSB5 Management Company Ltd.
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President