Attached files
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| 8-K - MEGOLA INC | v167472_8k.htm |
| EX-99 - MEGOLA INC | v167472_ex99.htm |
May
8, 2009
Agency
Agreement
Megola Inc., a corporation
pursuant to the laws of the State of Nevada, having the principle place of
business at Suite 111, 704 Mara Street, Point Edward, Ontario N7V LX4 Canada
(herein called MEGOLA)
and
New Fire Solutions, LLC a
corporation of the State of New Jersey, having its principle place of business
at 5 Laurel Drive, Suite 4, Flanders, New Jersey 07836 U.S.A. (herein called
NFS)
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A.
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Background
of Agreement
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MEGOLA
and NFS entered into a Memorandum of Understanding on April 6, 2009 whereby the
following points and terms were agreed to and which are now binding on both
parties;
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1.
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MEGOLA
has the exclusive rights to manufacture the Hartindo line of Fire
Extinguishing Suppressants and Fire Inhibitors in North America (Appendix
A(ii)). MEGOLA also has the exclusive rights to distribute the Hartindo
line of products (“Products”) in Canada and co-exclusive distribution
rights in the USA. MEGOLA has the desire to commercialize and market the
Products in order to advance their business plan and have recognized the
size of the potential market and the manpower, skills and resources that
will be required to develop and capitalize on this
potential. MEGOLA is looking for solutions and assistance in
this area.
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2.
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NFS
has the experience, contacts and resources to provide this solution and is
ready, able, and willing to provide them to MEGOLA under a marketing and
commercialization cooperation agreement between the
parties.
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3.
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MEGOLA
represents that the manufacturing and distribution rights have been
properly and legally acquired and that all terms necessary to maintain
them in good standing have been met and will continue to be met in the
future.
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4.
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It
is recognized that Megola has granted certain sales and/or distribution
rights to third parties as set out in Schedule A of this
Agreement.
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5.
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NFS
will become an Agent for the commercialization of the Hartindo Anti-Fire
product line on behalf of MEGOLA (Appendix A(ii)). As Agent, NFS will be
provided with the authority and responsibility to coordinate all
supporting activities necessary to facilitate the sales and distribution
of the Hartindo product line in North America subject the rights and
provisions granted to the parties set out in Appendix
A.
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6.
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This
Agreement will remain in effect perpetually and shall be extended for all
Hartindo products (Appendix A(ii)) upon achieving the sales milestone for
AF21 set out under “Appendix B” (omitted) and achieving 15% annual sales
growth for 5 years thereafter.
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7.
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It
is understood that Megola will not grant any additional distribution
rights to any third party for sales of Hartindo products except as noted
in Appendix A hereto, unless agreed upon in writing by both parties to
this Agreement.
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8.
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NFS
will become an Agent for the commercialization of Hartindo anti-fire
products (Appendix A(ii)) on behalf of MEGOLA and will manage the
commercialization process inclusive of representative management,
compensation, training, etc.
including:
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(a)
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Develop
and provide marketing materials and strategies on an industry by industry
basis
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(b)
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Provide
dedicated customer service
representatives
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(c)
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Provide
engineering support for product development and
testing
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(d)
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Utilize
a structured program management process from product inception through
production release
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B.
Financial terms
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1.
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NFS
will purchase AF21 product from Megola under a profit sharing arrangement
as defined in Appendix B (omitted).
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2.
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NFS
will invoice customers for the Hartindo products and will pay the
profit-sharing payment less any outstanding testing costs due to Megola
within 15 days of receipt of
payment.
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3.
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NFS
will provide Megola with regular updates on prospecting, sales, marketing
and testing activities at the request of the management of
Megola.
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4.
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Testing
and Certification Costs will be paid for by NFS. Megola will provide NFS
with a credit representative of 50% of Testing and Certification costs
required for each customer at the time of the initial
order.
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5.
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All
technical knowledge, testing results and certifications initiated by NFS
will become the joint property of NFS and Megola for the advancement of
the commercialization of the Hartindo line of products. Transfer or
disclosure of any of the knowledge or certifications obtained to any third
party requires the written consent of both Megola and
NFS.
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6.
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Hartindo
product samples for testing purposes will be provided to NFS or their
prospective customers on a “sample” cost plus shipping
basis.
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7.
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Marketing
and Promotional Materials will be developed and paid for by
NFS.
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8.
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Sales
Commissions or finder’s fees will be the responsibility of
NFS.
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C.
Other Terms
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1.
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No
press releases regarding this agreement shall be issued by either NFS or
MEGOLA without prior consultation and concurrence between both parties (as
evidenced by the written acceptance of such releases or statements by the
President of MEGOLA and the President of NFS), provided that no party
shall be prevented from making any disclosure which is required to be made
by law or any rule of a stock exchange or similar organization to which it
is bound. It is further understood that the details of this Agreement will
not be shared with any third party until after a press release describing
its contents has been released.
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2.
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If
MEGOLA is unable to provide NFS with the required volumes and/or
quality of Hartindo products or in the event that MEGOLA, for
whatever reason, is not able to manufacture and/or deliver the Product to
NFS and/or NFS’s customers in accordance with MEGOLA’S normal and
customary manufacturing and delivery practices in the chemical industry,
or if the Product fails to conform to its specifications due to a lapse or
series of lapses in quality control, then and in that event NFS shall have
the authority to approach PCL and/or Newstar Chemical to obtain the
license and right to manufacture the Product in accordance with its
specifications in order to meet NFS’s and/or NFS’s Customer Product orders
and the milestones set out in Appendix B (omitted) shall be adjusted for
the availability of Product. If NFS were to start a relationship with PCL
and/or Newstar Chemicals, Megola shall be compensated under mutually
acceptable terms.
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3.
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This
agreement will be governed by the laws of the State of
Nevada
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4.
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Megola
and NFS agree to hold each other free and harmless from any and all
claims, damages, and expenses of every kind or nature whatsoever (a)
arising from acts of a party; (b) as a direct or indirect consequence of
termination of this Agreement in accordance with its terms; or (c) arising
from acts of third parties in relation to Products sold under this
Agreement, including, but not limited to execution of liens and security
interests by third parties with respect to any such
Products.
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5.
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This
Agreement imposes personal obligations on NFS and MEGOLA. NFS and MEGOLA
shall not assign any of their respective rights under this Agreement, not
specifically transferable by its’ terms, without the written consent of
the other.
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6.
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Megola
expressly prohibits any direct or indirect use, reference to, or other
employment of its name or Hartindo, trademarks, or trade name, except as
specified in this Agreement or as expressly authorized by Megola in
writing.
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7.
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This
Agreement, any documents incorporated by reference herein and any
Appendices hereto, constitutes the entire agreement between the parties
pertaining to the subject matter hereof and supersede all prior
agreements, understandings, negotiations and discussions with respect to
the subject matter hereof whether oral or written, including the
Memorandum of Understanding dated April 6, 2009 between MEGOLA and
NFS.
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8.
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A
provision of this Agreement may be altered only by a writing signed by
both parties. No
supplement, modification or waiver of this Agreement shall be binding upon
the parties unless executed in writing by
them.
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Dated
this 8th day of May, 2009
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New
Fire Solutions, LLC
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Per:
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Willard
Brown Jr., President and CEO
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Megola,
Inc.
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Per:
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Joel
Gardner, President and CEO
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Appendix
A
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(i)
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NFS
acknowledges that MEGOLA has entered into Agreements and Discussions with
various Customers and Sales, Marketing and Distribution groups prior to
entering into this Agreement. The following list shall be exempt from this
agreement:
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o
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WoodSmart
Solutions Inc. and all Bluwood Licensees – Definitive
Agreement
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o
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Janus
Products Corp. – Definitive
Agreement
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o
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Vulcan
Technologies, LLC – Definitive
Agreement
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o
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Innovative
Synergies, LLC - MOU
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o
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Innovative
Composites Inc. – Definitive
Agreement
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o
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Lorvin
Steel Ltd. and /or Subsidiaries – Verbal
Agreement
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o
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CTT
Group - MOU
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o
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Logistik
Unicorp. and/or Subsidiaries - MOU
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o
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Hazmat
4U and Hazmat 1 – MOU
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MSE
Enviro-Technologies Corp. has a distribution agreement with Pacific Channel
Limited for exclusive agency for Hartindo sales in USA but it excludes any
sales distribution agreements that Megola, Inc. enters into with other companies
as listed above. MSE has authorization to obtain and purchase product from
Megola Inc. MSE and Megola have negotiated joint ventures with WoodSmart
Solutions and Janus Corp. above.
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(ii)
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At
present, MEGOLA can meet the manufacturing and supply requirements
necessary to provide NFS with the following Hartindo Products for
commercialization:
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·
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Hartindo
AF21 in all its various forms (concentrate, wood and fabric solution,
powder)
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·
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Titan
21 Blankets
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·
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AF31
40/0 Spray (Xmas Tree/ Kitchen/ Boat/ Car
Spray)
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Megola
agrees to extend the validity of this agreement to the commercialization of
additional Hartindo products (AF31, AF11E, Dectan or any other Hartindo
products), subject to NFS meeting the milestones set out in Appendix B(omitted).
Any terms and conditions related to the commercialization of future products
will be determined at that time.