Sample Business Contracts

Distribution Services Agreement - Apheresis Technologies Inc. and OccuLogix Corp.

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            THIS DISTRIBUTION SERVICES AGREEMENT is made and entered into this
_____ day of May, 2002, by and between Apheresis Technologies, Inc., a Florida
corporation located at 612 Florida Avenue, Palm Harbor Florida (the "Provider"),
and OccuLogix Corporation, a Florida corporation ("OccuLogix").


            WHEREAS, the Provider is a provider of customer service,
warehousing, order fulfillment, billing and shipping services; and

            WHEREAS, OccuLogix is initiating marketing into Canada and Mexico
and is in the process of obtaining FDA approval for the sale and distribution of
its Rheopheresis product group, including certain disposable filters, tubing and
pump machines (the "Product'); and

            WHEREAS, OccuLogix desires to obtain from the Provider certain
services; and

            WHEREAS, the Provider desires to provide certain services to

            NOW, THEREFORE, in consideration of the mutual obligations and
promises set forth herein, the Provider and OccuLogix agree as follows:

1.    Term. The term of this Agreement shall commence on the date hereof and
      shall continue until the date ten years subsequent to the "Approval Date."
      For purposes of this Agreement, the term "Approval Date" shall mean the
      date on which the FDA grants to OccuLogix PMA approval to sell the Product
      in the US; provided, however, that if the Approval Date shall not have
      occurred by May 1, 2012, this Agreement shall terminate.

2.    Services. The parties agree that the Provider shall be the exclusive
      provider to OccuLogix of warehousing, order fulfillment, shipping, billing
      services and customer service related to shipping and billing all as
      further provided herein.

3.    Warehousing. OccuLogix, at its expense, shall ship a quantity of Product
      inventory determined by OccuLogix to the premises of the Provider at 612
      Florida Avenue, Palm Harbor Florida, or other such facility as deemed
      necessary or appropriate by the Provider. The Provider shall store,
      maintain, manage and account for such inventory in accordance with
      warehouse procedures to be agreed upon from time to time by the parties,
      but will at a minimum materially satisfy all FDA and or other regulatory
      requirements as may be necessary. As such, the Provider agrees to remain
      in compliance with all pertinent regulations at all times.

4.    Order Fulfillment; Customer Service. Orders for the Product, whether
      received by OccuLogix or directly by the Provider, shall be forwarded to
      the Provider for processing. Upon Provider's receipt of confirmation of
      the purchase from OccuLogix, the order shall be picked from inventory on a
      FIFO basis, packed, labeled and otherwise prepared for



      shipping by the Provider, all in accordance with order fulfillment
      procedures to be agreed upon from time to time by the parties.

5.    Shipping; Billing. The Provider agrees to ship all orders processed
      hereunder in accordance with shipping procedures to be agreed upon from
      time to time by the parties. At the time of shipment, the Provider shall
      invoice the customer in accordance with procedures approved by OccuLogix
      and shall enter such invoice information into a billing and collection
      system specified by OccuLogix.

6.    Reporting. The Provider shall report its activities hereunder to OccuLogix
      in reasonable detail on a daily basis using such report formats as are
      agreed upon from time to time by the parties.

7.    Fees. OccuLogix shall pay to the Provider service fees for the services
      provided hereunder in accordance with the following terms:

            (a)   OccuLogix shall pay to the Provider a basic service fee of 5%
                  of the cost of delivered goods. For purposes of this
                  Agreement, the tern "cost of delivered goods" shall mean the
                  purchase price paid by OccuLogix for the goods, together with
                  all shipping and related charges to the Provider's warehouse.
                  For the purposes of this agreement, the basic service fee
                  shall be compensation for all preparation and handling of
                  shipments, customer service of shipping, handling and returns,
                  all invoicing activities and warehousing (including labor
                  costs for employees directly involved in the performance of
                  such services).

            (b)   In addition, Occulogix shall pay the Provider the cost of
                  shipping between Provider and customer including any required
                  packaging and labeling (materials and labor).

            (c)   The Provider shall invoice OccuLogix for services monthly.
                  Invoices are due 30 days after the date of the invoice. The
                  invoice shall be in a format with sufficient detail for use by
                  OccuLogix for financial reporting and management planning

8.    Examination of Records. Upon not less than 48 hours notice, each party
      shall be entitled to examine the records of the other party regarding the
      performance of the parties under this Agreement on regular business days
      (Monday through Friday) and during regular business hours (8:30 A.M. -
      5:00 P.M. Eastern Time).

9.    Notices. Notice by either party will be made only in writing by certified
      mail, return receipt requested or facsimile addressed to the other party
      and will be considered given as of the time it is received. Addresses for
      notices are as follows:

                                               Apheresis Technologies, Inc



                                               612 Florida Avenue
                                               Palm Harbor FL 34683
                                               FAX: 784-0898

                                               OccuLogix Corporation
                                               612 Florida Avenue
                                               Palm Harbor FL 34683
                                               FAX: 784-0898

            Changes to the notice addresses may be accomplished by notice in
accordance with this paragraph.

10.   Risk of Loss and Insurance.

            (a)   The risk of loss of OccuLogix inventory shall at all times be
                  borne by OccuLogix; provided, however, that any damage
                  occurring as a result of negligence of the Provider shall be
                  the responsibility of the Provider.

            (b)   Each party shall be responsible for maintaining insurance upon
                  its own inventory, equipment, furniture, fixtures, supplies
                  and other property located upon the premises of the Provider.

            (c)   Each party shall carry General Liability Insurance in the
                  amount of not less than $1,000,000 per occurrence/$2,000,000
                  aggregate during the term of this agreement.

            (d)   Each party shall furnish evidence to the other party of its
                  compliance with this paragraph.

11.   Confidential Information. The parties hereto consider this Agreement and
      all of its terms and conditions to be confidential. Except as may have
      been, or shall be, authorized in writing, or as hereinafter mentioned,
      each of the parties hereto shall keep confidential and shall not use
      otherwise than in the performance of this Agreement and shall take all
      reasonable steps to insure that its employees keep confidential and not
      use, all information supplied to them or which they have learned during
      the negotiations leading to this Agreement or learned hereafter concerning
      the business of the other. This obligation shall survive the termination
      of this Agreement and for 5 years after any termination of this Agreement.
      Nothing herein shall preclude disclosure of information to the extent that
      the disclosure is required to be made under laws or regulations in force
      and applicable to the party, or pursuant to a subpoena; provided, however,
      the party required to disclose any such confidential information shall
      immediately, upon receipt of a subpoena, notice, demand or order to
      produce the information, and prior to complying with the subpoena, notice,
      demand, or order, notify the other party of said subpoena, notice, demand
      or order and at the request of the other party, contest or join with the
      other party in contesting the propriety and/or authority of disclosing the
      information. Each party shall bear its own costs of complying with the
      provisions of this paragraph.



12.   Independent Contractor. The parties each agree and acknowledge that this
      Agreement does not constitute a joint venture or partnership. This
      Agreement has been reached by arms' length negotiations and is an
      independent services contract in which the Provider acts as an independent

13.   Assignability. This Agreement and the rights and obligations hereunder may
      not be assigned by either party without the prior written consent of the
      other party.

14.   Force Majeure. Except for the payment of money due hereunder, the Provider
      and OccuLogix shall be excused for failure to perform under this Agreement
      where such failure results from circumstances beyond the affected party's
      control including, without limitation, such circumstances as fire, storm,
      flood, earthquake, strikes, work stoppages or slow downs, delay or failure
      of transportation or supplies, acts of the public enemy, acts of God or
      acts, regulations, priorities or actions of the United States, a state or
      any local government or agents or instrumentalities thereof.

15.   Governing Law. This Agreement shall be interpreted, and the rights,
      obligations and liabilities of the parties determined in accordance with
      the laws of the State of Florida (without regard to the conflicts of laws
      provisions thereof). The parties agree that any litigation arising out of
      this Agreement or performance of it by either party shall be litigated in
      either the Circuit Court of Pinellas County, Florida, or the United States
      District Court for the Middle District of Florida, Tampa Division.

16.   Amendments. No alteration, modification or change of this Agreement shall
      be valid except by an agreement in writing executed by both parties

17.   Dispute Resolution. The Provider and OccuLogix will attempt to settle any
      claim or controversy arising out of this Agreement through consultation
      and negotiation in good faith and a spirit of mutual cooperation. If those
      attempts fail, then the dispute will be mediated by a mutually acceptable
      mediator to be chosen by the Provider and OccuLogix within 45 days after
      written notice by either to the other demanding mediation. Neither party
      may unreasonably withhold consent to the selection of a mediator, and the
      Provider and OccuLogix will share the cost of the mediation equally. By
      mutual agreement, the Provider and OccuLogix may postpone mediation until
      some specified but limited discovery about the dispute has been completed.
      The parties may also agree to replace mediation with some other form of
      alternative dispute resolution. Any dispute which cannot be resolved
      between the parties through negotiation, mediation or other form of agreed
      alternative dispute resolution within 120 days of the date of the initial
      demand for it by one of the parties may then be submitted to the courts
      for resolution. Nothing in this section will prevent either party from
      resorting to judicial proceedings if (A) good faith efforts to resolve the
      dispute under these procedures have been unsuccessful, (B) interim relief
      from a court is necessary to prevent serious and irreparable injury to one
      party or to others, or (C) litigation is required to be filed prior to the
      running of the applicable statute of limitations. The use of any
      alternative dispute resolution procedure will not be construed under the
      doctrines of laches, waiver or estoppel to affect adversely the rights of
      either party.



18.   Severability. In the event that any provision or any portion of any
      provision of this agreement is held illegal, unenforceable, or invalid by
      any Court, such provision or portion thereof shall be deemed to be deleted
      from this agreement, and the validity of the remainder of this agreement
      shall remain unaffected thereby.

19.   Entire Agreement. This Agreement constitutes the entire Agreement and
      understanding of the parties with regard to the matters covered herein.

20.   Attorneys' Fees. If any suit, action or arbitration is initiated by any
      party to enforce this Agreement or otherwise with respect to the subject
      matter of this Agreement, the prevailing party in such suit, action or
      arbitration shall be entitled to recover reasonable attorneys' fees and
      expenses, including but not limited to travel, incurred in the preparation
      and prosecution or defense of such suit, action or arbitration, and if any
      appeal is taken from the decision of the trial court or arbitrator,
      reasonable attorneys' fees for such appeal.

21.   Events of Default. The occurrence of one or more of the following events
      (an "Event of Default") shall constitute a default hereunder:

            (a)   Covenants. The failure of either party hereto to perform or
                  observe any covenant, term or condition binding on it
                  contained herein if such default is not remedied within 30
                  days after written notice thereof from the non-defaulting

            (b)   Liquidation; Bankruptcy. In the case of the Provider, the
                  liquidation or dissolution of the Provider, or the filing by
                  or against the Provider of a petition seeking relief under the
                  United States Bankruptcy Code, as amended, or under any other
                  insolvency act or law.

            (c)   Business Suspension. In the case of the Provider, the
                  suspension of the Provider's business by a governmental agency
                  or instrumentality, including without limitation the United
                  States Food and Drug Administration, as a result of any
                  alleged violation by the Provider of any law, rule or
                  regulation administered or promulgated by such agency or

22.   Remedies. Upon the occurrence of any Event of Default, and at any time
      thereafter as long as the Event of Default is continuing, the
      nondefaulting party may terminate this Agreement and may pursue all
      rights, remedies or recourses available to such party at law, in equity or
      otherwise. Such remedies are cumulative, and exercisable concurrently, and
      may be pursued singularly, successively or together and may be exercised
      as often as occasion therefore shall arise.



            IN WITNESS WHEREOF, each of the parties hereto have caused this
Agreement to be signed by its respective duly authorized representative.

                                               Apheresis Technologies, Inc.

                                               By: /s/ John Cornish

                                               OccuLogix Corporation

                                               By: /s/ Richard Davis