ex10_12.htm


    Exhibit
      10.12

    


    SUBREGISTRANT

    LICENSING
      AND HOLD HARMLESS AGREEMENT (“Agreement”)

    BETWEEN
      STEPAN COMPANY AND RED REEF LABORATORIES INTERNATIONAL

    


    STEPAN
      COMPANY (”Stepan”) hereby grants a non-exclusive license to RED REEF
      LABORATORIES INTERNATIONAL (“Licensee”) to distribute and sell the products set
      forth in Attachment A, which is attached hereto and made a part hereof (the
      “Product(s)”), such license is conditioned upon;

    


    1.)           Licensee’s
      receipt of a valid Company Number from the United States Environmental
      Protection Agency (the “EPA”), and

    


    2.)           Licensee’s
      receipt of a supplemental registration for the Product(s) from Stepan, and
      further subject to the following terms and conditions:

    


    Licensee
      certifies that it understands and will comply with all present and future FIFRA
      regulations as they apply to the quality control, record keeping, labeling,
      distribution, and sale of each product.  Licensee aggress to submit to
      Stepan a four (4) ounce sample of each of Licensee’s first three (3) production
      batches to assure compliance with percent quaternary actives
      determination.

    


    All
      initial Product labels must be approved by Stepan prior to their use by their
      Licensee (trademark selection is the sole responsibility of
      Licensee).  Licensee shall not re-package, dilute, or otherwise after
      the Product(s).  In addition, Licensee agrees that it will not change
      the label without prior written consent of Stepan.  In the event of
      any label violation, Licensee may be requested to perform any one or all of
      the
      following actions: to cease and desist from the advertising, marketing or sale
      of any products with such label, stop further shipments of product with such
      label, and to take steps to identify and recall products with such label in
      the
      marketplace.

    


    Licensee
      agrees to indemnify and hold Stepan harmless from any and all loss, liability,
      damage, cost, and expense and civil or administrative penalty, including
      reasonable attorney’s fees, arising as a result of any claim involving the
      Product(s) sold or distributed by the Licensee.  The foregoing
      indemnity obligation shall include, but not be limited to, Licensee’s failure to
      comply with the terms of this Agreement, claims made against Stepan arising
      from
      Licensee’s alleged or actual non-compliance with FIFRA or any other government
      regulations, except to the extent that such non-compliance occurred due to
      action or inaction be Stepan. Stepan shall also be entitled to recover its
      costs
      and reasonable attorney’s fees in the event that it is necessary to enforce the
      terms of this license against Licensee.

    


    The
      provisions of this Agreement shall be governed by Illinois law, without regard
      to any conflict of law provisions.  This Agreement may only be
      modified by a written document signed by both of the parties.  In the
      event any court of competent jurisdiction determines that any provision of
      this
      agreement is void or unenforceable, such finding shall not affect the
      applicability or enforceability of the remaining provisions.

    


    Cancellation:                                This
      written agreement may be cancelled by either party with ninety (90) days prior
      written notice, or immediately with written notice if the Licensee is in
      violation of any applicable governmental regulations.

    


    If
      during
      the term of this agreement Licensee obtains any information that any of the
      Product(s) has an unreasonable adverse health effect on human health, domestic
      animals or the environment, it shall notify Stepan immediately, Attention:
      Product, Safety, and Compliance Department.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    STEPAN
      COMPANY:

    


    By:
      /s/ Bruce L. Greene

           Bruce
      L. Greene

    


    Date:  September
      12, 2005

    


    


    LICENSEE:

    


    By:  /s/
      Peter F. Versace

            Peter
      F. Versace

    


    Date:  July
      18, 2005

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    SUB-REGISTRANT’S
      ATTACHMENT A

    


    


    Product
      Name

    Red
      Reef
      Laboratories International – BioClear 2000 Advanced
      Detergent/Disinfectant

    


    EPA
      No.

    1839-81

    


    Formulator

    Long’s
      Preferred Products, Inc.

    


     

    Product
      Name

    Red
      Reef
      Laboratories International – BioClear 2000 Advanced
      Detergent/Disinfectant

    


    EPA
      No.

    1839-81

    


    Formulator

    Hadco
      Denver Chemical Company

     

     

    


    Dated
–
      September 12, 2005

    Replacing
      – N/A

    


    By:
      /s/ Bruce L. Greene

           Bruce
      L. Greene

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    SUB-REGISTRANT’S
      ATTACHMENT A

    UPDATED

    


    


    Product
      Name

    Red
      Reef
      Laboratories International – BioClear 2000 Advanced
      Detergent/Disinfectant

    


    EPA
      No.                                                                Formulator

    1839-81                                                                     
        GLH

    


    


    Product
      Name

    Red
      Reef
      Laboratories International – BioClear Ff Poultry and Swine Premise Disinfectant
      Cleaner

    


    EPA
      No.                                                                Formulator

    1839-185                                                                
          GLH

    


    


    Product
      Name

    Red
      Reef
      Laboratories International – BioClear Md Hospital
      Disinfectant/Cleaner

    


    EPA
      No.                                                                Formulator

    1839-83                                                                      
      GLH

    


    


    Product
      Name

    Red
      Reef
      Laboratories International – BioClear Rd Hotel and Restaurant
      Disinfectant/Cleaner

    


    EPA
      No.                                                                Formulator

    1839-83                                                                  
          GLH

     

    


    


    Dated
–
      February 15, 2007

    Replacing
      – January 19, 2007

    


    By:
      /s/ Bruce L. Greene

           Bruce
      L. Greene

     

     

    
      
         

      

      
        4