November 21, 2002
Xx. Xxxx Xxxxxxxx SinoFresh Health Care, Inc. 000 X. Xxxxxxxx Xxx.
Xxxxxx, XX 00000
Dear Andy,
As a follow-up to our meetings and planning discussions, National In-Store is
pleased to present this agreement for sales and marketing support. We believe
strongly in the health and wellness benefits of SinoFresh and we are poised to
establish a sales and marketing platform capable of delivering the products
market potential.
AGREEMENT TERM
This agreement begins on December 1, 2002 and will remain in force until
commission paid to National In-Store exceeds $10,000,000. Upon expiration of the
agreement, SinoFresh grants NIS the right to renew the agreement prior to
seeking an alternative provider.
ASSUMPTIONS/ CONSIDERATIONS
o SinoFresh offers a new FDA-approved chemical technology that
prevents the development of certain funguses and molds within
the sinuses and nasal passage.
o The introduction of SinoFresh comes at a time when the medical
community is just beginning to acknowledge the existence of
funguses and molds within the sinuses and nasal passage and to
understand their damaging effects.
o The founders of SinoFresh are confident that the medical
community, including ENT Specialist, Pharmacist, and General
Practitioners, will endorse the product once causal data is
connected to the patented benefits of SinoFresh.
o SinoFresh management understands that National In-Store makes
no guarantees relative to product placement, sales
projections, or other performance factors outside the
deliverables set forth in this document.
MARKETING SUPPORT - DELIVERABLES
National In-Store has agreed to provide marketing support of the SinoFresh brand
in the following areas:
1. Provide a Market Overview that supports the SinoFresh management teams
understanding of the size-of-market and of category trends impacting
the market. They key benefit of this analysis is to support future
planning and forecasting functions.
2. Provide an Analysis of the Competitive Set. The key benefit of this
analysis is to anticipate potential competitive responses to the
introduction of SinoFresh and to plan competitive defense strategies.
3. Develop a Retail Category Review. The key benefit of this
recommendation is to understanding how retailers view the category and
to anticipate how the product will be positioned inside the store from
a shelf placement and pricing perspective.
4. Provide a Marketing Plan Recommendation. The key benefit of this
recommendation is to provide a market tested plan for pre-launch,
launch, and post-launch activities from an industry insider with
subject-matter expertise. This recommendation will include market
research, legal requirements, marketing planning/ administration,
sales and merchandising support requirements, and sales forecast.
5. Provide an Advertising Plan Recommendation. The key benefit of this
recommendation is to provide a media plan supported by cost analysis
and performance benchmarks.
SALES SUPPORT - DELIVERABLES
1. Serve as the master-broker responsible for all SinoFresh sales within
the US and Canada.
2. Establish and manage a national broker network capable of delivering
experienced sales representation, subject-matter expertise, and
competitive influence within all accounts and channels-of-distribution
within the US and Canada.
3. Work with SinoFresh management to establish competitive compensation
and incentive packages for local brokers.
4. Work with SinoFresh Management to establish a pricing structure that
will meet consumer hurdle-rates for trial and purchase intent while
satisfying retail margin requirements.
5. Provide on-going communication regarding the status of sales
initiatives across all accounts and channels-of- distribution.
DELIVERABLES - TIMING AND DEADLINES
National In-Store agrees to present a written summary of completed deliverables
within five weeks of completion. NIS agrees to adhere to established deadlines
not withstanding unforeseen delays resulting form activities dictated by
SinoFresh management.
1. All Marketing Deliverables will be completed within 3 weeks from the
agreement signature date.
2. The sale organization will be in place for all US Mass, Food, Drug,
and other specialty accounts within 12 weeks from the signature date.
3. The sales organization will be in place for all Canadian Mass, Food,
Drug, and other specialty accounts within 16 weeks from the signature
date.
EXCLUSIVITY
National In-Store is the sole sales and broker resource for all accounts within
the US and Canada. All sales in the US and Canada are subject to the fees and
commissions outlined in this agreement unless the accounts are specifically
identified within this agreement as an exception.
NIS may at its own discretion subcontract broker resources to represent
SinoFresh within certain accounts, channels, or territories. The decision to
subcontract broker resources and the commission structure granted to such
subcontractors is at the sole discretion of National In-Store.
Once a broker agreement is established between NIS and a subcontracted broker,
SinoFresh agrees to pay subcontractors directly through payments from the master
broker agreement and tot provide NIS with a summary of such payments on a
monthly basis.
The exclusive representation agreed to as apart of this agreement extends to the
SinoFresh brand, line-extensions of the SinoFresh brand, branded alternatives to
the SinoFresh brand or products that utilized the patented ingredients or
dispensers of SinoFresh which are under the control of the principles
represented under the terms of this agreement.
NATIONAL IN-STORE FEES AND COMPENSATION
1. Marketing $100,000 - SinoFresh agrees to provide a $100,000 retainer
to NIS to support the cost of research, channel development, and other
expenses NIS deems necessary to support the launch of the SinoFresh
brand across multiple channels of distributions.
2. Master-Broker Agreement 7% Net Sales - SinoFresh will pay NIS 7% of
New Sales for all shipments that occur within the US and Canada less
payment tot sub-brokers designated by MIS.
EXPENSES
Expenses incurred for purposes or activities outside this agreement will be
reimbursed with prior approval of SinoFresh management.
TERMS
Marketing Fee- $25,000 due as soon as possible, $25,000 due within 14 days from
the agreement signature day and $50,000 upon completion.
Master-Broker Sales Commission - 45 days from shipment of product.
THIS AGREEMENT IS VALID UPON THE SIGNATURE OF THE FOLLOWING PARTIES:
XXX XXXXX XXXX XXXXXXXX
NATIONAL IN-STORE SINOFRESH HEALTH CARE, INC.
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(SIGNATURE) (SIGNATURE)
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(DATE) (DATE)
