Product Marketing & Distribution Agreement
By and Between
Desert Health Products, Inc. and Snore Formula Inc.
THIS AGREEMENT is made this 11th day of May, 2000, by and between SNORE
FORMULA, INC., an Arizona Corporation, with its principle headquarters
located at 0000 Xxxxx 00xx Xxxxx, Xxxxxxx, Xxxxxxx 00000 (hereinafter
referred to as "Snore Formula") and DESERT HEALTH PRODUCTS, INC., an Arizona
Corporation, with its principle business located at 0000 X. Xxxxx Xx.,
Xxxxxxxxxx, XX 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.
2. Snore Formula is an Arizona corporation in good standing and is in the
business of developing nutraceuticals and supplements.
3. Snore Formula is seeking a company to distribute certain products in the
health and nutrition and care areas outside of the United States, its
territories, and Canada.
AGREEMENT:
1. Exclusive Appointment. Snore Formula appoints DHPI as the exclusive
distributor for its products for all geographical areas outside of Canada,
the United States, and its territories, except for those customers
specifically set forth below.
During the term of this Agreement, Snore Formula shall not appoint any
other firm, corporation or person to sell the same products in the
protected territories set forth in Paragraph 1. All accounts established
prior to the implementation of the Agreement are excluded from this
Exclusive Appointment.
2. Acceptance. DHPI accepts the appointment to develop and market said
products in the geographical territories set forth in Paragraph 1.
3. Selling Rights Reserved. Snore Formula 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. Snore Relief
b. Allergy Relief
c.
d.
e.
f.
g.
4. 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.
5. Term. This Agreement shall continue in force for a period of one (1)
year, May 1, 2000 to May 1, 2001. This Agreement may be renewed thirty (30)
days prior to May 1, 2001 on such terms as the parties may mutually agree.
The terms of any such renewal agreement will be put in contract form and
become effective upon, and only upon, the approval and signature of both
parties.
6. Requirements. During the initial term, DHPI agrees to purchase not less
than ten thousand (10.000) bottles of product, i.e., Snore or Allergy, or
both, by December 31, 2000. Further, DHPI agrees to purchase twenty thousand
(20.000) bottles between January 1, 2001 and April 30, 2001 for the amount
of $4.50 per bottle.
7. Termination. Snore Formula may terminate this agreement with thirty
(30) days written notice for failure of DHPI to meet any terms of this
Agreement. DHPI may cure any default within the thirty (30) day period.
Should for any reason Snore Formula terminate this Agreement, Snore Formula
agrees to protect any and all DHPI's established customers provided, in
writing, to Snore Formula prior to the date of any termination notice for
said products and continue to supply product until customer no longer
exists.
8. Use of name. Only so long as this Agreement is in effect, with the
prior consent and approval of Snore Formula, DHPI, its agents,
subsidiaries, or customers may use the Snore Formula's trade names and
advertising material in any form related to the products.
9. 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 perfect or
maintain any such foreign patents.
10.DHPI Not An Agent. This Agreement does not constitute DHPI as the agent
or legal representative of Snore Formula. 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.
11.Reports. DHPI agrees that from time to time it will meet with Snore
Formula to present and discuss sales, reports, advertising, registration,
or patent matters.
12.Payment. DHPI agrees to pay by corporate check, or pre-approved Letter
of Credit, in good and immediately available funds.
13.Indemnity and Insurance. DHPI agrees to hold Snore Formula harmless
against any claim related to the manufacturing, advertising and/or
distribution of any products covered by this Agreement in the protected
territories. Snore Formula agrees to provide products to DHPI from
manufacturing companies that maintain adequate product liability insurance.
14.Bonus payment. DHPI agrees to deliver in a reasonable time (not to exceed
thirty (30) days for the initial shares) to Snore Formula one hundred
thousand (100,000) shares of its one hundred forty-four)(144) Common
Stocks. Said stock will be in two deliveries, sixty thousand (60,000)
shares in 2000 and forty thousand (40,000) shares in 2001, prior to May 1,
2001. DHPI agrees to piggyback registration of above-mentioned stock of
DHPI at its expense at the first registration done by DHPI.
15.Consent and Agreement. Any and all consents, agreements and/or
correspondence will be forwarded, in writing, to either party at its last
known address.
00.Xxxxxx. 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 agree to cover all
required first class expenses.
In witness whereof, the parties executed this Agreement on the date
first above mentioned.
DESERT HEALTH PRODUCTS, INC. SNORE FORMULA
By: /S/Xxxxxx Xxxxxxx By: /S/Xxx General
President President
Witness: /S/Thor Lindvaag
