Exhibit 10.2
PRODUCT MARKETING & DISTRIBUTION AGREEMENT BY
AND BETWEEN
DESERT HEALTH PRODUCTS, INC., AND GH ASSOCIATES, INC.
(Supplemental Agreement to 2/16/01, Agreement
This agreement is made this Twenty-sixth (26) day of April 2001 by and between
GH ASSOCIATES, INC., an Arizona corporation with its principal headquarters
located at 0000 Xxxxx 00xx Xxxxx, Xxxxxxx Xxxxxxx 00000 (hereinafter referred to
as "GHA") and DESERT HEALTH PRODUCTS, INC., an Arizona corporation, with its
principal business located at 0000 Xxxx Xxxxx Xxxx, Xxxxxxxxxx, Xxxxxxx 00000
(hereinafter referred to as "DHPI").
Recitals:
1. DHPI is an Arizona corporation in good standing in the
business of manufacturing, marketing and distributing health
food products and supplements (See Addendum).
2. GHA is an Arizona corporation in good standing and is in the
business of developing nutraceuticals and supplements.
3. GHA is seeking a company to distribute certain products in the
health and nutrition and care products in the United States
and Canada.
Agreement:
1. Exclusive Appointment. GHA appoints DHPI as the exclusive
distributor for its products in the United States and Canada.
During the term of this Agreement, GHA shall not appoint any
other firm, corporation or person to sell the same products in
the protected territories set forth in Paragraph 1.
2. Acceptance. DHPI accepts appointment to develop and market
said products in the geographical territories set forth in
Paragraph 1.
3. Selling Rights Reserved. GHA reserves the right to sell,
either directly, or through its subsidiaries, any of its
products expressly not mutually designated by the parties, in
writing, as a product to be marketed and distributed by DHPI.
DHPI's products are initially:
a. Xx. Xxxxxx' Original Diabetic Feet
b. All modifications and derivatives of said
product
4. License Fee. DHPI agrees to pay GHA the following fees in
return for this grant of exclusive right to sell, market and
distribute the products in the protected territories
$250,000.00 to be paid as follows:
a. $ 100,000.00 paid
b. $ 50,000.00 payable on May 20th 2001
c. $ 50,000.00 payable on June 10th 2001
d. $ 50,000.00 payable on July 10th 2001
o DHPI agrees to issue 100,000
shares of its Preferred Stock to
GH Associates
o DHPI agrees to issue 100,000
shares of 144 common stock to GH
Associates
5. Joint Venture. The parties agree that GHA and DHPI may market
the products in the USA and Canada subject to this Agreement.
As the exclusive agent, DHPI is the lead-marketing
arm. Both parties agree that volume orders, private label
orders, or any private label licenses related to this
agreement must be approved by DHPI.
6. General Obligations. DHPI shall have the following general
obligations:
a. Maintain an adequate inventory to support the
sale, registration and distribution of said
products.
b. Use its best efforts to promote the sale and
distribution of said products in the territory
assigned to DHPI
c. Arrange funding to support the development of
sales in this market.
7. Term. This Agreement shall continue in force as long as DHPI
and GHA meet on terms of this Agreement.
8. Requirements. All parties agree that purchasing requirements
will be as follows and will start six (6) months after receipt
of initial payment by DHPI to GHA
September 1, 2001 to August 31, 2002 50,000 units
September 1, 2002 to August 31, 2003 100,000 units
September 1, 2003 to August 31, 2004 250,000 units
September 1, 2004 to August 31, 2005 500,000 units
All parties agree to work within this arrangement to best
interests of the project.
9. Minimum Sales Price and Royalties. The base price is US$ 15.00
per set including tape and package. GHA and DHPI will divide
the net proceeds after a US$ 2.00 royalty and cost of product,
box and tape. DHPI further agrees to pay GHA a 20% commission
on all sales above US$ 15.00 not to exceed US$ 5.00 per set.
These fees are to be paid quarterly on received funds.
10. Termination. GHA may terminate this agreement with ninety
(990) days written notice for failure of DHPI to meet any
terms of this Agreement. DHPI may cure any default within the
ninety (90) day period. Should for any reason GHA terminate
this Agreement, GHA agrees to protect any and all DHPI's
established customers provided, in writing, to GHA prior to
the date of any termination notice for said products and
continue to supply product until customer no longer exists.
11. Use of Name. Only so long as this Agreement is in effect, with
the prior consent and approval of GHA, DHPI, its agents,
subsidiaries, or customers may use GHA's trade names and
advertising material in any form related to the products.
12. Trademarks. DHPI acknowledges the validity of any trademarks
or patents registered in the United States, or any foreign
countries and further agrees not to infringe or commit any act
which might adversely affect the validity of the patent or
trademarks. DHPI will protect and file any updates,
continuations, or other documents necessary to protect or
maintain any such foreign patents.
13. DHPI not an Agent. This Agreement does not constitute DHPI as
the agent or legal representative of GHA. DHPI acknowledges
that its relationship is strictly that of licensor and
Licensee. Neither party is granted any express, or implied,
right or authority by the other party to assume or create any
obligation on behalf of, or in the name of the other party.
14. Reports. DHPI agrees that from time to time it will meet with
GHA to present and discuss sales, reports, advertising and
registration or patent matters.
15. Payment. DHPI and GHA agree that payment will be by corporate
checks. Payments for Products shall be made upon receipt of
products, or as agreed.
16. Indemnity and Insurance. DHPI agrees to hold GHA harmless
against any claim related to the manufacturing, advertising
and/or distribution of any products covered by this Agreement
in the protected territories. GHA agrees to provide products
to DHPI form manufacturing companies that maintain adequate
product liability insurance.
17. Consent and Agreement. Any and all consents, agreements and/or
correspondence will be forwarded, in writing, to either party
at its last known address.
18. Travel. Both parties agree to use Xx. Xxxxxx to the best of
their ability to educate and advertise the products. DHPI
agrees to work within Xx. Xxxxxx' schedule without undo burden
and further agrees to cove all required first class expenses.
DHPI further agrees that all expenses of advertising of
products attached to this agreement such video, trade shows,
advertising but not limited to such will be paid for by DHPI
or its assigned distributors.
In witness whereof, the parties executed this Agreement on the date
first above mentioned.
DESERT HEALTH PRODUCTS, INC. GH ASSOCIATES, INC.
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxx General
Xxxxxx Xxxxxxx Xxx General
President President
