EXHIBIT 6.3
ALLIANCE AGREEMENT
BETWEEN
IMAGENETIX & DR. XXXXXXX XXXXXXX
Xx. Xxxxxxx X. Xxxxxxx, hereinafter referred to as the "Developer," in
consideration of the promises made herein and intending to be legally bound,
agree as follows:
ARTICLE I
Status of Imagenetix
Section 1.01 - Imagenetix is a corporation duly organized, validly existing, and
in good standing under the laws of the State of California with corporate power
to own property and carry on its business as it is now being conducted.
Imagenetix has its primary office and place of business at:
00000 Xxxxxxxx Xxxxx Xxxxx, Xxxxx #000
Xxx Xxxxx, XX 00000
Legal Status of Developer
Section 1.02 - Developer is an individual having his primary office and place of
business at:
000 Xxxx Xxxxx
Xxxxx, XX 00000
Developer Business
Section 1.03 - The Developer is engaged in the business of formulating and
developing:
Nutritional and Skin Care Products
Resources of Imagenetix: Desire to Be an Imagenetix Developer
Section 1.04 - (a) Imagenetix declares that it possesses the financial and
physical resources to promote the sale and use of the products and innovations
of Developer and is desirous of developing demand for and selling such products
to Imagenetix Alliance Members, as authorized herein. (b) Developer is desirous
of having Imagenetix develop demand for and sell its products and innovations on
the term and conditions set forth herein,
ARTICLE 2. APPOINTMENT
Section 2.01 - (a) The Developer appoints Imagenetix as representative for the
sale of mutually agreed products worldwide to mutually agreed Imagenetix
clients.
Section 2.02 - This Alliance Agreement shall continue in full force for a period
of ten (10) years Commencing from the date of this Agreement and will terminate
when Dr. Xxxxxxx Xxxxxxx becomes a full time employee of Imagenetix (refer to
Agreed upon Details).
ARTICLE 3. OPERATIONS
Section 3.01 - Imagenetix shall pay to Developer as compensation for his
services a commission of ten (10%) percent (or a mutually agreed upon rate based
on market, product or other conditions) of the net invoice value of all
shipments of its products to any client for which the Developer shall have
received payment. These products include all Cetyl Myristoleate and related
products, including Integris' Everlasting and Everlasting Support, Nikken's CM
product, and any CM products to be developed by Imagenetix in the future. Also,
presently included, is the ViGro-TM- formula used to address male impotence and
decreased libido. Imagenetix shall pay the commissions within fifteen (I 5)
days of paid invoice to Imagenetix. This compensation package will terminate
and be replaced when Developer becomes an Imagenetix employee.
See attached Addendum for agreement regarding Developer as an employee of
Imagenetix.
Payment of Expenses
Section 3.02 - Imagenetix shall assume and pay all agreed upon travel costs when
Developer is conducting Imagenetix business.
ARTICLE 4. TERMINATION
Grounds
Section 4.01 - Either party, at its election, may treat this Alliance Agreement
breached and, without prejudice to any other of its rights, may forthwith
terminate this Agreement by written notice to the other party o-n occurrence of
the following event:
There shall be a substantial failure by the other party to perform one or
more of its obligations hereunder which shall not have been cured within
thirty (30) days after written notice specifying the nature of such
failure.
ARTICLE 5. INTERPRETATION AND ENFORCEMENT
Controlling Law
Section 5.01 - The validity, interpretation, and performance of this Agreement
shall be controlled by and construed under the law of the State of California.
Assignment
Section 5.02 - Imagenetix shall not assign this Agreement without the prior
consent of the Developer in writing.
Completeness of Instrument
Section 5.0.4 - This instrument contains all of the agreements, understandings,
representations, conditions, warranties, and covenants made between the parties
hereto. Unless set forth herein, neither party shall be liable for any
representations made, and all modifications and amendments hereto must be in
writing.
Executed on June 16, 1999
Date
IMAGENETIX
By: /s/ Xxxxxxx X. Xxxxxxx /s/ Dr. Xxxxxxx Xxxxxxx, Developer
Addendum Regarding Future Relationship With
Developer as an Employee of Imagenetix
Both Imagenetix (Xx. Xxxxxxx X. Xxxxxxx) and Developer (Dr. Xxxxxxx Xxxxxxx)
have spoken on several occasions in regards to a future relationship in which
Developer will become an employee of Imagenetix. This addendum is not a
contractual agreement, but a construct of several points that have been
discussed and agreed upon. It can be defined as a tentative agreement to be
followed by a more comprehensive agreement at the time in which Developer
assumes the role as
an employee of Imagenetix.
Agreed Upon Details
It is the desire of both parties for Developer to be hired as an employee on
or around the end of July 1999.
Once hired as an employees Developer agrees to work with Imagenetix
exclusively in regards to formulation and development of nutritional and skin
care products unless mutually agreed upon in writing. Developer also agrees
to share all former business relationships, raw material suppliers, and
clients with Imagenetix in hopes that Imagenetix will experience a tremendous
growth by expanding its marketing and client base.
Imagenetix agrees to pay Developer not less than $100,000.00 per year salary
to include health insurance for him and his spouse.
Upon signing of employee contract, Developer shall receive shares of
Imagenetix, Incorporated. The amount of shares discussed was 35,000 for the
transfer of intellectual property of products developed on behalf of
Imagenetix and 5,000 as a Board Member.
Developer will have the daily use of a leased automobile. All expenses
incurred during actual work time will be paid for by Imagenetix.
Imagenetix will put all funds not necessary for operation and cost of the
business into a bonus account that would be divided between Xxxxxxx X.
Xxxxxxx, Xxxxxxx Xxxxxxx, Dr. Xxxxxxx Xxxxxxx, and other employees of
Imagenetix.
