EXHIBIT 10.24
BONTEMPI MEDICAL CORPORATION/NATIONAL BOSTON MEDICAL, INC.
AND GERMIPHENE CORPORATION
DISTRIBUTION AGREEMENT
This document is an agreement, entered into on June 29th, 1998 by and between:
BONTEMPI MEDICAL CORPORATION -AND- NATIONAL BOSTON MEDICAL, INC.
▇▇▇▇ - ▇ ▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-AND-
GERMIPHENE CORPORATION
HIGHWAY # 2 EAST
P.O. BOX 1748
BRANTFORD, ONTARIO N3T 5V7
WITNESSETH
Whereas, Germiphene wishes to market is PRODUCTS through the use of a
distributor in United States and the Middle East; and
Whereas, Bontempi Medical Corporation/National Boston Medical, Inc. desires to
purchase Germiphene's PRODUCTS under their private label and distribute and
resale said product in the United States market and the Middle East market which
includes United Arab Emirates, Saudi Arabia, Kuwait, Lebanon, Oman, Syria,
Qatar, Yenen, Bahrain and Egypt; and
Whereas, the above two parties wish to enter into a distributorship agreement
governing their relationship;
Now, Therefore, in consideration of the mutual terms and conditions set forth
herein, and intending to be legally bound hereby, the parties hereto agree as
follows:
1. Distribution and Territory
1.1 Germiphene hereby grants to Bontempi Medical Corporation/National Boston
Medical, Inc. and Bontempi Medical Corporation/National Boston Medical, Inc.
accepts, the sole exclusive distribution right, and privilege to sell,
distribute and market the specific private label product(s) set forth in
schedule 1 for the term of and pursuant to the conditions set out in this
Agreement. Germiphene warrants that it has not granted to any other person, firm
or corporation any right, privilege or ability to package, sell, or distribute
any product outlined in this agreement or within the defined territory as
outlined in section 1.2.
1.2 The territory that Bontempi Medical Corporation/National Boston Medical,
Inc. has exclusives right to sell, market and distribute to, shall be the United
States and the Middle East.
1.3 Bontempi Medical Corporation/National Boston Medical, Inc. agrees to
purchase all Germiphene private label brand products from Germiphene Corporation
during the life of this agreement.
2. Product
2.1 The products which are covered in this agreement are set forth and attached
hereto in Schedule 1. Both parties agree that Schedule 1 may be amended time to
time by mutual written consent of both parties.
2.2 In addition, any new or improved product introduced in the marketplace by
Germiphene that is a replacement or a product line extension of the product(s)
outlined in schedule 1 shall be made available to Bontempi Medical
Corporation/National Boston Medical, Inc. for resale, or on the same basis as
the product covered in schedule 1.
3. Pricing
3.1 The price at which Germiphene shall sell the product to Bontempi Medical
Corporation/ National Boston Medical, Inc. shall be set forth and attached
hereto in Schedule 2.
3.2 Prices set forth in schedule 2 are subject to change upon the anniversary
date of the signed agreement. Volatility of the raw material cost incurred by
Germiphene will be sufficient cause to adjust agreed upon pricing prior to a
yearly basis.
4. Payment Terms
4.1 Germiphene's required payment terms and prepayment in United States dollars.
5. Shipping Terms
5.1 Shipping costs on all product orders shall be the responsibility of Bontempi
Medical Corporation/ National Boston Medical, Inc.
6. Enforcement of the Rights and Trademark
6.1 Germiphene warrants, that to the best of its knowledge, it has the sole and
exclusive right to use trademarks, emblems, designs, and other intellectual and
industrial property associated with the products set forth in Sche3dule 1.
Bontempi Medical Corporation/National Boston Medical, Inc.
acknowledges ownership of such property by the supplier.
7. Term and Termination
7.1 The term of this agreement shall be for a period of one (1) year commencing
on the date of execution by both parties of this Agreement. Thereafter, this
agreement shall continue for successive term of one (1) year each, unless and
until terminated as set forth in section 7.2.
7.2 Notwithstanding the foregoing, this agreement may be terminated for cause at
any time as follows:
A) In the event of default or material breach of the terms outlined in this
agreement by either party, written notice may be given to the defaulting party.
Thereafter, the defaulting party shall have thirty (30) days to clear up said
breach. In the event that said breach has not been cured within said thirty (30)
day period, this agreement shall terminate on the thirtieth (30th) day following
the notice of default.
B) In the event of nationalization, expropriation, liquidation or bankruptcy of,
or an assignment for the benefit of creditors of, or a declaration of insolvency
by, either party.
8. Procedures on Termination
8.1 On the termination of this agreement, for whatever reason, Germiphene will
continue to honor Bontempi Medical Corporation/National Boston Medical, Inc.
existing order which are in the process of production and have been prepaid.
8.2 Within sixty (60) days of the cancelling of this agreement, Bontempi Medical
Corporation/ National Boston Medical, Inc. will agree to purchase all product
which is outlined in Schedule 1, that covers all orders which currently in the
possession of Germiphene Corporation, unless otherwise requested by Germiphene.
9. Warranties
9.1 Germiphene warrants that the product(s) outlined in schedule 1 will conform
in the specification set forth on the label and as approved by HPB Canada (if
applicable). Bontempi Medical Corporation/National Boston Medical, Inc. shall
indemnify, exonerate and save harmless the supplier, its officers, agents
judgments or recoveries resulting Bontempi Medical Corporation/National Boston
Medical, Inc. to users of the products.
10. Private Label
10.1 Germiphene agrees to offer Bontempi Medical Corporation/National Boston
Medical Inc. a private packaging program which will cover all products outlined
under Schedule 1 for the exclusive distributorship in the United States and the
Middle East.
11. Miscellaneous
11.1 Notices
Any notice required or permitted to be given under the terms of this agreement
shall be in writing, shall be given manually or by mail or fax and shall be
deemed sufficiently given if and when received by the party to be notified at
its address set forth above.
11.2 Entire Agreement
This agreement, including exhibits, constitutes the entire agreement between the
two parties and cancels and supersedes all prior agreements and understandings,
whether written or oral, between the parties with respect to such subject
matter.
12. Governing Laws
12.1 This agreement shall be governed by and construed in accordance with the
laws of the providence of Ontario.
In witness whereof, the parties have executed this agreement by their duly
authorized signature.
BONTEMPI MEDICAL CORPORATION/ GERMIPHENE CORPORATION
NATIONAL BOSTON MEDICAL, INC.
BY: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------- ---------------------------
TITLE: President TITLE: _____________________
DATE: June 30, 1998 DATE: ______________________
Schedule 1
Germiphene Corporation Catalogue
Schedule 2
To Follow
GERMIPHENE PRODUCTS WITH FDA APPROVAL
ZAP TOPICAL ANESTHETIC GEL (with Benzocaine & Tetracine)
▇▇▇▇ Colada 061508-0530-1
Bubblegum 061508-0533-1
Cool Mint 061508-0706-1
Strawberry Ice 061508-0709-1
FLOAM NEUTRAL FOAM FLUORIDE
Apple Pie 061508-1121
Strawberry 061508-1114
60 SECOND GEL
Apple Cinnamon 061508-0161
Bubblegum 061508-0163
Grape 061508-0165
Mint 061508-0166
Orange Cream 061508-0167
Gelstan 061508-0001
OroClense 0.12% CHX Oral Rinse 061508-0010
HemaSeal-T 061508-0250
Dye Spy 061508-0090
Smile Medium Grit - Cherry 061508-0424-1
Vapophene Chemical Autocalve Sol K9162879
Vortex Odyssey I Dental Water Unit K964796
ORONAF
Bubblegum 061508-0293
Cherry 061508-0294
Ice Mint 061508-0296
ORNAF WEEKLY CHERRY
Cherry 061508-0514
RINSE KITS
AquaStan -Redberry 061508-0038-1
-Bubblegum 061508-0033-1
-Mint 061508-0036-1
AquaFlur -Redberry 061508-0028-1
-Bubblegum 061508-0023-1
-Mint 061508-0026-1
PROCUTS BEING SOLD IN THE US WHICH DO NOT REQUIRE FDA APPROVAL
Gobble Evacuation System Cleaner
Gzyme Ultrasonic Cleaner
Gleam II Ulrasonic Cleaner
Perlident Prophy Jet Power
Geltrays
Marly Skin Guard
Genie Plus
PRODUCTS WHICH ARE CURRENTLY IN SUBMISSION FOR FDA APPROVAL
FLOAM TOPICAL FOAM FLUORIDE
Bublegum 061508-1118
Orange Cream 061508-1116
FLOAM NEUTRAL FOAM FLUORIDE
Cherry 061508-1125
Gluterate 2% ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇% ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Bubblegum 061508-0143-1
Cream Soda 061508-0140-1
Mint 061508-0146-1
Orange Cream 061508-0147-1
Raspberry 061508-0148-1
Strawberry 061508-0149-1
Vanilla Pudding 061508-0145-1
SMILE PROPHY PASTE
Fine Spearmint 061508-0436-1
Medium Spearmint 061508-0426-1
Coarse Spearmint 061508-0416-1
Fine Bubblegum 061508-0433-1
PRODUCTS UNDER CONSIDERATION FOR FDA SUBMISSION
Swipes Disinfecting Towellettes (70% Ethanol)
Germx Surface Disinfectant (70% Ethanol)
G-Nol Concentrate Dual Synthetic Phenol Solution
WonderJuice
FLOAM TOPICAL FOAM FLUORIDE
Bubblegum
Orange Cream
FLOAM NEUTRAL FOAM FLUORIDE
Cherry
Grape
