Here is Katori Consultants, aren't they involved in a few other microcaps that are members of Mr. Cragun's "stable"?:"
21. MISCELLANEOUS
A. Independent Contractors. The Parties hereto are independent contractors
and nothing contained in this Agreement shall be construed to create the
relationship of partners, joint ventures, franchisor-franchisee or
employer-employee. Licensee acknowledges that it does not have, and shall not
make any representations to any third party, either directly or indirectly, that
Licensee has any authority to act In the name or on behalf of the Company or to
obligate the Company in any way whatsoever except as expressly provided herein.
Licensee shall not use -the word "agent" or any other designation which might
imply that the Company is responsible for the acts of Licensee.
B. Severability Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, not be
effective to the extent of such prohibition, but such prohibition shall not
invalidate the remaining provisions hereof or affect the validity or
enforceability of such provisions in any other jurisdiction.
C. Governing Law. The validity, enforcement, construction and rights and
liabilities of the Parties and provisions of this Agreement, including without
limitation, purchase orders hereunder shall be interpreted and governed in
accordance with the laws of the State of Utah, U.S.A. and Licensee consents to
the exercise over Licensee of general personal jurisdiction over the Licensee
and venue in the courts of record of the State of Utah, U,S,A, The Company and
Licensee . agree that all causes of action and claims arising out of this
Agreement that are not arbitrated shall be litigated in the courts of record in
23
the State of Utah, U.S.A., even though it may otherwise be possible to obtain
jurisdiction over the Company elsewhere. Nothing herein shall prevent the
Company from obtaining injunctive relief and enforcement of judgments and
arbitration rulings in the courts of other jurisdictions. If the laws governing
this Agreement require provisions or terms other than or in addition to those In
this Agreement, then such terms shall be deemed incorporated herein, but only to
the extent necessary to prevent the invalidity of this Agreement or any of the
provisions hereof. All words In this Agreement shall be deemed to include any
number or gender as the context or sense of this Agreement requires.
D. Waiver. The failure of either Party to enforce, at any time or for any
period of time, any provision of this Agreement shall not be construed to be a
waiver of such provision or of the right of such Party thereafter to enforce its
rights with respect to such provision.
E. Amendment. This Agreement may be amended only by a written instrument
signed by duly authorized representatives of both Parties.
F. Headings, References. The headings of the Articles and Paragraphs hereof
are for reference and convenience purposes only and do not constitute a part of
this Agreement for purposes of interpretations. References to Exhibits herein
shall refer to the Exhibits attached hereto and by this reference made a part
hereof.
G. Entire Agreement. This Agreement, Exhibits and Schedules contain the
entire agreement and only understanding between the Parties with respect to the
subject matter hereof and supersedes all previous negotiations, agreements and
understandings between the Parties and affiliates of the Parties, in connection
with the subject matter covered herein, whether oral or written, and any
warranty, representation, promise or condition in connection therewith not
incorporated herein shall not be binding upon either Party.
H. Cumulative Rights. The rights of the Parties hereunder are cumulative
and no exercise or enforcement by the Parties of any right or remedy hereunder.
shall preclude the exercise or enforcement by the Parties of any other right or
remedy hereunder which the Company or Licensee is entitled by law or equity to
enforce. Nothing herein contained shall be Interpreted as to bar or waive the
Parties' right to obtain any remedy available at law or in equity.
I. Force Majeure. Neither Party shall be liable hereunder by reason of any
failure or delay in the performance of its obligations hereunder on account of
force majeure, including but not limited to, strikes, shortages, riots,
insurrection, fires, flood, storm, explosion, acts of God, war, governmental
24
action, labor conditions, earthquakes or any other cause which is beyond the
reasonable control of such Party. This section shall not be interpreted to
relieve the Licensee from its obligation to pay as and when due all payments
required to be made by Licensee under this Agreement or any purchase order. In
the event of Force majeure, the affected Party shall promptly give Notice
thereof to the other Party.
J. Costs and Attorney's Fees. If a claim for amounts owed by Licensee to
the Company or its affiliate is asserted in any legal proceeding before a court
of competent jurisdiction, or if the Company or Licensee is required to enforce
this Agreement in a judicial or arbitration proceeding, the Party prevailing in
such proceeding shall be entitled to reimbursement of its costs and expenses,
including reasonable accounting and attorney's fees.
K. Costs and Expenses. Each Party shall pay its own costs and expenses in
connection with this Agreement.
L. Remedies for Breach. Licensee specifically acknowledges that the
Company's services under this Agreement are unique and extraordinary and that
irreparable injury will result to the Company and its business and property in
the event of a breach of the terms and conditions of this Agreement to be
performed by Licensee. Licensee agrees that in the event of his breach of any of
the terms and conditions of this Agreement to be performed by Licensee, the
Company shall be entitled, if it so elects, to institute and prosecute
proceedings in any court of competent jurisdiction, either at law or in equity,
to enjoin Licensee from performing services for or disclosing information to any
other person, firm or corporation in violation of any of the terms of this
Agreement, and to obtain damages for any breach of this Agreement. The remedies
provided herein shall be cumulative and in addition to any and all other
remedies which any party may have at law or in equity.
M. Authorization. The Licensee shall provide the Company with a certified
copy of its resolution authorizing this transaction. Facsimile copies of
signature pages are binding.
IN WITNESS WHEREOF, and by their signatures below, the parties herto acknowledge
that they have read, understand and agree to all of the terms and provisions of
this Agreement and have caused this Agreement to be executed as of the date
first above written with the full authority of the Company they represent.
The Company: Licensee:
FOUNTAIN FRESH INTERNATIONAL. KATORI CONSULTANTS, LTD.,
a Utah corporation a British Virgin Islands
corporation<b/>
s Richard J. Maynes s Eric Montandon
------------------------------- --------------------------------------
By: Richard J. Maynes By: Eric Montandon
Its: President Its: Managing Director
EXHIBIT "A"
PRODUCTS
Beverage Center Equipment
-------------------------
EA96 Beverage Center 2000
MS96 Beverage Center 2000
Syrups
-------
Fountain Fresh Carbonated Beverage Syrups
Fountain Fresh Non-Carbonated Beverage Syrups
Fountain Fresh Non Juice Syrups
Fountain Fresh Water
--------------------
Spare and Accessory Parts
-------------------------
o The Beverage Center Proportioning Pumps
o The Beverage Center Filtered Assemblies and Components
o The Beverage Center Solenoid Block Assemblies
o The Beverage Center PC Boards
o Other Parts
Optional Equipment
------------------
o The Fountain Tower
o The Bubbler
o The Slush Machine
Other Approved Products
-----------------------
Modified Products and other products approved by the Company from time
to time for sale and distribution by Licensee. |
