seychelle8kex10u_7102008.htm


     

    
      

      

    

     

    


    Exhibit
10U

    


    


    


    Joint
Venture Distribution Rights Agreement

    


    


    AGREEMENT (the “Agreement”)
dated as of May 15, 2008 by and between Innova Pure Water Inc, having its principal
offices at 3001
Countryside Blvd., Clearwater FL, 33761. (Hereinafter referred to as
“DISTRIBUTOR”) and SEYCHELLE
ENVIRONMENTAL TECHNOLOGY, INC. (Hereinafter referred to as the
“Company”), having its principal offices at 33012 Calle Perfecto, San Juan Capistrano, CA
92675.

    


          WHEREAS,
DISTRIBUTOR now desires to be designated by the Company as a Joint Venture
partner of the water filtration products manufactured and sold by the Company
which products are described on Exhibit “A” hereto (and are
each herein referred to individually as a “Product” and, collectively, as the
“Products”), and thereby to have and hold the right to distribute and sell each
of the Products within The Territory described in Exhibit “B” and at OEM prices
covered in Exhibit “C”
and

    


    WHEREAS, the Company is
willing to designate and empower DISTRIBUTOR as a Joint Venture partner for the
distribution of the Products in The Territory on the terms and conditions set
forth herein.

    


    NOW THEREFORE, in consideration of the mutual
covenants herein contained, and for other and good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound hereby, agree as
follows:

    


    1.  Grant of
Distribution Rights.

    


    
      	
              A.  

            	
              The
      Company hereby grants to DISTRIBUTOR the right to distribute and sell each
      of the Products within the Territory. The Products are to be labeled under
      the Innova brand name, a brand name of one of their customers, or by
      mutual agreement a Seychelle brand.

            


    

    


    
      	
              B.  

            	
              The
      parties hereto understand and agree that the scope of the rights so
      granted (the Distribution Rights”) shall mean, include and encompass the
      following:

            


    

    


    
      	
              ·  

            	
              DISTRIBUTOR
      acknowledges that it is not acquiring any Trademarks or Trade Secrets from
      the Company as a part of this
Agreement.

            


    

     

    
      	
              ·  

            	
              DISTRIBUTOR
      acknowledges that it is acquiring the rights to use any and all Seychelle
      Patents in the manufacture of water filtration bottles.  Innova
      gives Seychelle similar rights to use any and all Innova Patents in the
      use and manufacture of its water filtration
  bottles.

            


    

     

    
      	
              ·  

            	
              DISTRIBUTOR
      acknowledges that it is not acquiring any rights to produce or use trade
      names, literature, advertise or send out press releases pertaining to the
      Company without the advanced written consent of the
    Company.

            


    

     

    
      	
              ·  

            	
              DISTRIBUTOR
      shall be exclusively responsible for all sales, promotion and marketing
      expenses relating to its distribution and sale of Products in The
      Territory.

            


    

    


    
      	
              ·  

            	
              DISTRIBUTOR
      covenants and agrees that it will not distribute or resell any Products
      purchased from the Company other than in The Territory without first
      advising the Company of its intention and receiving the Company’s prior
      written approval to do so.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    2.
Products to be Sold

    


    The
Company hereby agrees to sell to DISTRIBUTOR Products covered in Exhibit “A.”

    


    
      	
              A.  

            	
              DISTRIBUTOR
      shall be responsible for all costs of shipping the purchased Products from
      its plant in San Juan Capistrano, CA
92675.

            


    

    
      	
              B.  

            	
              The
      Company represents and agrees that it will use all commercially
      reasonable      efforts to manufacture and
      deliver any Products ordered by DISTRIBUTOR on a priority basis, but in
      all events in a timely manner. Subject to availability of component parts
      and Acts of God, the Company will ship all orders within 45 days of
      receipt of funds.

            


    

    


     

    3.  Indemnification.

    


    
      	
              A.  

            	
              The
      Company warrants and represents to DISTRIBUTOR that (i) the Company has
      full power and authority to grant the Distribution Rights, (ii) no
      approval or consent of any third party is required to enable the Company
      to make such grant or for DISTRIBUTOR thereupon to be entitled to exercise
      the full rights and benefits intended thereby, and (iii) the grant thereof
      will not breach any license, patent or other right or agreement to which
      the Company is a party with respect to the Company’s rights and authority
      to manufacture and sell each of the
Products.

            


    

    


    
      	
              B.  

            	
              The
      Company shall defend and indemnify DISTRIBUTOR and hold its members,
      managers, officers, employees and agents harmless against all claims and
      losses (including reasonable attorney’s fees and costs incurred in
      investigating or defending against any such claims) suffered by
      DISTRIBUTOR in connection with or as a result of a breach of the
      representation and warranty made by the Company in subsection A.
      above.

            


    

    


    
      	
              C.  

            	
              Conversely,
      DISTRIBUTOR agrees that it shall defend and indemnify the Company and hold
      its, managers, officers, employees and agents harmless against all claims
      and losses (including reasonable attorney’s fees and costs incurred in
      investigating or defending against any such claims) suffered by the
      Company in connection with or as a result of the gross negligence,
      misrepresentation, or willful misconduct of DISTRIBUTOR or its personnel
      in the performance of its duties
hereunder.

            


    

    


    
      	
              D.  

            	
              The
      Company warrants that its Products are free from defects in materials and
      workmanship exclusive of normal wear and tear. It further warrants that
      the Products, if used for the purposes intended, will not cause bodily
      harm or injury.

            


    

    


    


    4. Miscellaneous
Provisions.

    


    
      	
              A.  

            	
              Modification:  No
      modification, waiver or amendment of any term or condition of this
      Agreement shall be effective unless and until it shall be reduced to
      writing and signed by both of the parties hereto or their legal
      representatives.

            


    

    


    
      	
              B.  

            	
              Complete
      Agreement:  This Agreement constitutes the entire
      Agreement between the parties with respect to the subject matter hereof
      and supersedes in all respects all prior proposals, negotiations,
      conversations, discussions and agreements between the parties concerning
      the subject matter hereof.

            


    

    


    
      	
              C.  

            	
              Assignment:  This
      Agreement may not be assigned, in whole or in part, by either party hereto
      without prior written consent shall not be unreasonably
      withheld.

            


    

    


    
      	
              D.  

            	
              Governing
      Law:  This Agreement shall be construed according to the
      laws of the State of California and shall not be subject to any choice of
      law provisions of such laws.  This Agreement shall be binding
      upon DISTRIBUTOR and the Company, and their respective successors and
      assigns.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    


    
      	
              E.  

            	
              Compliance with
      Laws:  The parties hereto represent and agree each for
      itself that they and their respective employees, agents and subcontractors
      will comply with all applicable federal, state, county and local laws,
      ordinances, regulations and codes in the performance of their respective
      services, duties and obligations under this
  Agreement.

            


    

    


    
      	
              F.  

            	
              Force
      Majeure:  Either party is excused from performance and
      shall not be liable for any delay in performance or delivery or for
      non-performance or non-delivery, in whole or in part, caused by the
      occurrence of any contingency beyond the control of the parties including,
      but not limited to, work stoppages, fires, civil disobedience, riots,
      rebellions, accident, explosion, flood, storm, acts of God and similar
      occurrences. Either party may terminate or suspend its obligations under
      this Agreement if such obligations are prevented by any of the above
      events to the extent such events are beyond the reasonable control of the
      party whose reasonable performance is
prevented.

            


    

    


    
      	
              G.  

            	
              Length of Agreement:
      This agreement shall remain in force in
  perpetuity.

            


    

    


    
      	
              H.  

            	
              Termination: Either
      party may terminate this Agreement with sixty (60) days written notice if
      either party:

            


    

    


    
      	
              1.  

            	
              Violates
      any provision of this Agreement.

            


    

    
      	
              2.  

            	
              Commits
      a dishonest or illegal act.

            


    

    


    
      	
              I.  

            	
              Non-Circumvent: Both
      parties agree not to solicit each others
  customers.

            


    

     

    
      
        	
                J.  

              	Customer Protection:
      DISTRIBUTOR agrees to provide the Company on a
      periodic     basis a list of targeted customers.
      The Company will notify the DISTRIBUTOR of any prior contacts or conflicts
      with any of the targeted customers. If none exist, DISTRIBUTOR shall have
      the right to sell that customer exclusively for six (6) months after
      notification to the Company. If no sales are made, the Company shall have
      the right, at its discretion, to sell to that account. The Company will
      supply, at the signing of this Joint Venture Distribution Rights
      Agreement, a list of its major customers and those which are under
      contract with other distributors.


      

       

    

    
      	
               
      

            	
              K.  Good Faith: Both parties
      agree to deal with each other in good faith and fair dealing in all
      activities in the Joint Venture.

            


    

    


    5. Survival
Provisions.

    


    The terms
and provisions of the Agreement that by their sense and context to survive the
performance hereof by either party or by other parties hereto shall so survive
the completion of performance and termination of this Agreement, including
without limitation the making of any and all payments due hereunder unless
otherwise noted.

     

    


    6.  Confidentiality.

    


    
      	
              A.  

            	
              The
      information furnished or disclosed by either party to the other in
      connection with this Agreement and the performance of the respective
      party’s services, duties and obligations hereunder, may contain or reflect
      confidential information with respect to the business operations and
      practices of the parties, any selling properties and/or buying sponsors
      (“Confidential Information”). Confidential Information furnished by either
      party to the other shall be used exclusively and only in connection with
      this Agreement.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    


    
      	
              B.  

            	
              The
      parties hereto acknowledge and agree that the unauthorized disclosure of
      use of any Confidential Information may cause immediate and irreparable
      injury to the party which has disclosed that Confidential Information to
      the other party, injury which can not be adequately compensated by
      monetary damages. Accordingly, each party hereto authorizes the other
      party to seek any temporary or permanent injunctive relief necessary to
      prevent such disclosure or use, or threat thereof.  Further,
      each party hereto consent to the jurisdiction of any federal or state
      court sitting in the State of California for purposes of any suit seeking
      such injunctive relief, and consents to the service of process therein by
      certified or registered mail, return receipt
  requested.

            


    

    


    


    


    ACCEPTED
AND AGREED BY:

    


    


         INNOVA
PURE WATER INC.

    


    
      	
              By:  
      

            	
               /s/ John Thatch

            	 	
              Date:
      May 15, 2008

            
	 
      	
              Mr.
      John Thatch, CEO

            	 	 
      


    

    


        SEYCHELLE
ENVIRONMENTAL TECHNOLOGY, INC.

    


    
      


      
        	
                By:  
      

              	/s/ Richard
    Parsons 	 	
                Date:
      May 15, 2008

              
	 
      	
                Mr.
      Richard Parsons
      
                  Executive
      VP

                

              	 


      

    

    
 

    


    


    


    Exhibit
“A”

    


    All
Seychelle Water Filtration products.

    


    


    Exhibit
“B”

    


    The
territory is worldwide.

    


    Exhibit
“C”

    


    OEM price
schedule to be included.