PRODUCTS EXCLUSIVE LICENSING AGREEMENT
THIS AGREEMENT is made and enters into effective on the date March 9th, 2004:
BETWEEN:
Hotway Nutraceutical Canada Co.,Ltd. (or its Norminee) a Company duly
incorporated under the laws of the Province of British Columbia, and having its
office situate at: 1O1- 000 Xxxx Xxxx Xxxxxx Xxxxx, Xxxxxxxxx, XX Xxxxxx, X0X
0X0;
(hereinafter called the "LICENSOR")
OF THE FIRST PARTY
AND:
A E&E PHARMA (or its Nominee ), a Company duly incorporated under the laws of
the Sate of Nevada, USA, and having an office situated at: suite 0000 -0000 Xxxx
Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX, Xxxxxx, X0X 0X0;
(hereinafter called the "LINENCEE")
OF THE SECOND PARTY
WHEREAS:
A. The Licensor is the legal and beneficial owner of " the 19 products" (The
formulas and their Raw Materials Manufacturing and Supply); CordyKing,
EnergyCordy, LungCordy, CardioCordy, ImmuneCordy, BrainCordy, KidneyCordy,
LiverCordy, AllergyCordy, SightCordy, CordyMan, CordyWoman, LongevityCorrdy,
DiabeCordy, ProstCordy, TumorCordy, FitCordy, BeautyCordy and FluCordy Together
with the proprietary information, trade secrets, industrial knowledge and
know-how related to the
products;
B. The Licensor desires to license to the Licensee exclusively in the defined
Licensee's territory in connection with the Licensee Utilizing the Licensed
Products and their Raw Materials Exclusively Supply and the Licensee desires to
take a excusive license from the Licensor in the defined the Licensee's
territory, to use the aforesaid "The Products", and all Trade Xxxx, and the
proprietary information, trade secrets, industrial knowledge and know-how
related thereto exclusively in the defined the Licensee's territory;
NOW THEREFORE THIS AGREEMENT WITNESSETH that for and other valuable
consideration and in consideration of the premises, the mutual covenants and
agreement herein contained to be kept and performed by each of the parties
hereto, the parties hereto hereby agree as follows:
1. DEFINITIONS
1.1 In this Agreement the following definitions shall apply:
a. "Closing Date" means the date when both parties agree and sign this
Agreement.
b. "The effective period" of this Agreement is 20 years from the "Closing Date"
of this Agreement with an extra 20 years renewable with the same terms.
c. " Derivative Works " means any derivative of " the Products" , including any
modification, refinement, upgrade, improvement or derivation made to the
Products by either the Licensor or the Licensee;
d. "Intellectual Property Rights" means all rights arising under federal,
provincial, common or civil law with respect to the Licensed Products,
including, without limitation, all patents, copyrights, trade secrets,
Trade-marks, proprietary information and know-how;
e. "Licensed Products" means the Products, and their raw materials supply the
Proprietary Information and any Derivative Works;
f. "Licensee's Territory" means the geographical areas of: North America: United
States (USA) and Canada, South America: Argentina, Brazil, Columbia, Chile,
Uruguay, Paraguay, European: England, France, Germany, Italy, Spain, Holland,
Poland, Switzerland, Sweden, and Australia, Monaco, Norway, Denmark, Austria,
and Ireland. Middle East: Israel. Kuwait, Iran. Asian: Hong Kong, Japan,
Malaise, Singapore and India, Indonesia, P.R. China
g. "Products" means: CordyKing, EnergvCordy, LungCordy, CardioCordy,
lmmuneCordy, BrainCordy, KidnevCordy, LiverCordy AllergyCordv, SightCordy,
CordyMan, CordyWoman and LongevityCordy, DiabeCordy, ProstCordy. TumorCordv,
FitCordv, BeautyCordy and FluCordy and, their Raw Materials.
h. "Proprietary information" means the proprietary information, trade secrets,
industrial knowledge and know-how acquired and developed during the invention,
developing and refinement of the Licensed Products and any information
concerning a party or a party's business whether or not a matter of public
knowledge;
i. "Trade-marks" Trade Names/Brand Names "means the Trade-marks/Trade
names/Brand Names registered directly or indirectly in the name of the Licensee
exclusively in the defined the Licensee's Territory.
j. "Utilize" means, when used in conjunction with the licensing of any Licensed
Products, the act of assigning, sublicensing, marketing, selling, using,
exploiting and otherwise utilizing such Licensed Products.
2. PRODUCTS LICENSES
2.1 License
The Licensor hereby grants to the Licensee:
a. the exclusive license to utilize the Licensed products and their Raw
Materials Supply exclusively in the Licensee's Territory;
b. the exclusive rights to register the Trade marks/ Trade Names of the Licensed
Products under the name of the Licensee in the defined the Licensee's Territory;
c. the exclusive license to use, replicate, copy, modify, adopt and manufacture
the Licensed Products for the purpose of developing Derivative Works;
d. the exclusive license to use, replicate, copy, modify, adopt the Licensed
Products for the exclusive purpose of performing the Licensee's obligations
under this Agreement and only to the extent reasonably required to accomplish
such purpose; and
e. the exclusive license to make copies of the Licensed Products for
demonstration us only and to distribute them at no charge, together with
end-user licence in a form acceptable to the licensee and Licensor, and such
documentation as the Licensor and the licensee agree upon package in a form and
substance acceptable to the Licensor anal the Licensee for the exclusive
purposes of demonstrating the Licensed Products by the Licensee the Licensee' s
territory.
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f. the exclusive rights to the Licensed Products' formula products' ingredients
for exclusively manufacturing for the Licensee of the Licensed products and
their raw materials exclusively supply in the defined the Licensee's Territory.
Also the Licensor will guarantee the quality of the Licensed Products and it's
ingredients according Health Canada & USA health regulations. Also the Licensor
will guarantee the Supply for Licensed Products and their raw materials to the
Licensee in the is Agreement period in the defined territory countries;
g . The Licensor agree that the Licensee will have the 1st refusal right option
to acquire any new products' Licensing Rights in the Licensee' Territory which
the Licensor has developed after this Agreement being signed by both parties.
2.2 Transfer of Products and Proprietary information
The Licensor shall provide the Licensee with copies of the Products and
Proprietary Information within 30 days of the doe of this Agreement for the
demonstration and marketing and valuation purposes.
2.3 Licensee's Review
With the full permission of Licensor tie authorized representatives of the
Licensee could enter the Licensor' promises at all reasonable times for the
purpose of inspecting the Licensed Products and manufacturing processing under
this Agreement and the methods of the manufacturing them and shall, if called
upon by the Licensee to do so, furnish all necessary information and assistance
to permit the Licensor to investigate and verify the Licensor's compliance with
this Agreement.
3. Trade-Marks/ Trade-Marks/Trade Names/Brand Names
3.1 License
The Licenser hereby grants to the Licensee the exclusive license muse and
register the "Licensed Products" directly or indirectly in the name of A E&E
Pharma Corporation for its own Trade-marks or/and Trade Names/Brand Names in the
Licensee's Territory in connection with the Licensee Utilizing the Licensed
product.
3.2 Ownership of Trade-Marks/Trade Names/Brand Names
The Licensor acknowledges that the Licensee is the sole owner of the
Trade-Marks/Trade Narnes/Brand Names for these Licensed Products in the
Licensee's Territory in the connection with the Licensee Utilizing the Licensed
products and agrees that all use by the Licensee of the Trade-marks/Trade
Names/Brand Names in any manner whatsoever shall ensure to the benefit of the
Licensee and that no right, title or interest in the Trade-marks/Brand
Names/Trade Names is transferred to the Licensor and any other 3rd parties
except the right to use the Trade-marks/Trade names/Brand Names in the manner
and subject to the terns and conditions set forth herein.
3.3 Form of Trade-marks/TradeNames/Brand Names Use
The Licensor and the Licensee shall use the Names only in the style as
registered tinder the Licensee (A E&E Pharma Corporation) in the Licensee's
Territory in connection with the Licensee Utilizing the Licensed products, or if
not registered, as used by the Licensor, and any variation from such style shall
be subject to the Licensee's prior written consent.
3.4 Unauthorized Use
The Licensor agrees not to use these Licensed Products and their raw materials
in the define territory countries for any other of the Trade-xxxx/Trade Names
for any other 3rd parties, except exclusively use for the Trade-marks/Brand
Names/Brand Names of the Licensee in the Licensee's Territory, unless authorized
to do so in writing.
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3.5 Defense of Trade-marks/Trade Names/Brand Names
The Licensor shall cooperate with the Licensee for the purpose of the licensee
registering, maintaining, renewing, or defending the Licencee's
Trade-marks/Trade-Names/Brand Names, including executing and registering with
all applicable government or regulatory authorities registered user agreements
for the Licensee's Trade-marks/Trade names/Brand Names.
3.6 Compliance with Trade-xxxx/Trade-Name/Brand Name Law
The Licensor and the Licensee shall at all times comply with the
Trade-marks/Trade- Names/Brand Names laws, regulations, degrees and requirements
in effect from time to time in the jurisdictions in which the Licensee
exclusively uses and register the Trade-marks/Trade- Names/Brand Names for these
"Licensed Products", and their raw materials.
3.7 Trade-marks/Trade-Names/Brand Names Credits
The Licensor and the Licensee shall include
a. on all Licensed Products and in all advertisements, specification sheets and
other sales and promotional material in or on which one of the Names/Brand Names
is used, a notice stating that it is the Licensee's
Trade-marks/Trade-Names/Brand Names or other words of similar import; and
b. on all Licensed Products manufactured by the Licensor for the Licensee
exclusively in the Licensee's Territory bearing one or more of the
Trade-marks/Trade-Names/Brand Names a notice that all such
Trade-marks/Trade-Names/Brand Names are Trade-marks/Trade-Names/Brand Names of
the Licensee, or words of similar import, shall have noted thereon the name of
the manufacturer, the country of domicile, and the place of manufacture of the
Licensed products and, in addition, notice shall be given on such Licensed
Products that they were manufacture by the Licensor exclusively for the Licensee
as a Licensee in the Licensee's Territory, or words of similar import.
3.8 Use of Other Trade-marks/Trade- Names/Brand Names
The Licensee shall be entitled muse other designations or
Trade-marks/Trade-Names/Brand Names in connection with its Utilizing the
Licensed Products but shall not adopt or use as one of its own
Trademarks/Trade-Names/Brand Names, Trade-Xxxx/Trade- Name/Brand Name which
includes or which is confusingly similar to any of the Trade-xxxx/Trade-name
with one of the Trade-marks/trade-Names or otherwise modify of alter any of the
Trade- marks/Trade Names/Brand Names and, in the event the Licensee calls the
attention of the Licensor to any confusion or risk of confusion, the Licensor
shall accept and adopt any reasonable suggestion for avoid such confusion.
3.9 Prohibited Use of Trade marks/Trade-names/Brand Names
The Licensor acknowledges that is does not have the right to include or use any
the Trade-marks/TradeNames/Brand Names or any translation thereof in its
corporate name or the corporate name of any subsidiary or affiliate unless
specifically authorized to do so in writing by the Licensee in the Licensee's
Territory in connection with the Licensee Utilizing the Licensed Products.
3.l0 Termination of Authorized Use and Name
Immediately upon termination upon written request by the Licensee, whichever
occurs first., the Licensor Shall take all steps necessary to cause steps
necessary to cause the name of Licensor or any affiliate or subsidiary, which
may have one of the Trade-marks/Trade Names /Brand Names or translation involve,
and shall cause to filed promptly the necessary amendment documents with the
appropriate authorities so as to correct the
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corporate records to remove all reference to the Trade-xxxx/Trade Names/Brand
Names or translation involved.
3.11 No Registration by Licensor
The Licensor agrees that it will not register the Licensed Products and their
raw materials in the Licensee's Territory countries of the world (in connection
with the Licensee Utilizing the Licensed Products) any of the
Trade-marks/Trade-Names/Brand Navies or translations thereof, or any Trade-xxxx
and trade name/Brand Names which includes or is similar to any of the
Trade-marks/trade names/Brand Names unless specifically authorized in writing do
so by the Licensee or unless the Licensor is acting solely as agent for the
Licensee's Licensed Products which manufactured by the Licensor and Licensor
manufactured for the Licensee exclusively for marketing in the Licensee's
Territory.
3.12 Maintenance of Trade-marks/Trade names/Brand Names & Goodwill
The Licensor agree that The Licensee shall exclusively register all these
LICENSED Products/Trademarks/Trade names/Brand Names in the Licensee's Territory
countries of the world (in connection with the Licensee Utilizing the Licensed
Products).
The Licensor shall conduct its business and use these exclusive
Trade-marks/trade names/Brand Names in the promotion and sale of the Licensed
products, in respect of the handling of warranty claims and maintenance and the
service matters after the sale of the Licensed Products, and all other matters
affecting the Licensed products in a manner in which will uphold and enhance the
reputation of the Trademarks/Trade Names/Brand Names in the market place and the
Licensor will not engage in or permit any commercial or other practices which
may tend to injure or impair the value of the Trade-marks/Trade names/Brand
Names and the Licensor shall accept and adopt all reasonable suggestions for a
change of any practices by the Licensor or others under its control which, in
the opinion of the Licensee, are harmful to any of the Trade-marks or the
goodwill which they represent.
3.13 Application to other Trade-marks/Trade Names/Brand Names
The Licensee shall be entitled to the same rights and benefits and subject to
the same duties and obligations as are set forth herein for the Trade-Marks in
respect of any Trade-marks or trade names or brand names which their owners may
authorize the Licensee to authorize the Licensor to use in connection with the
Licensee's Utilizing the Licensed products.
3.14Trade-marks/Trade Names/Brand Names Infringement
The Licensor agrees to notify the Licensee, in writing, of any conflicting uses
of the Trade-Marks/Trade names/Brand Names, any application for or any
registration of any of them by anyone other than the Licensee and acts of
infringement or acts of unfair competition involving the Licensee's exclusive
Trademarks/Trade Names/Brand names, anywhere in the Licensee's Territory
counties, promptly after such matters are brought to its attention, or it has
knowledge thereof.
3.15 Covenant of the Licensee
The Licensee convenants and agrees to maintain the Trade-marks/Trade names/Brand
Names in good standing in accordance with the requirements of the applicable
legislation in the Licensee' Territory.
4. CONSIDERATION
4.1 The consideration due and payable to the Licensor from the Licensee for the
Licenses granted to the Licensee herein shall be:
A total amount of the $USD 10,000 for each country for the Licensed Products in
the defined licensee's Territory
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The payments will be paid to the Licensor from the Licensee within 12 months
after the Closing Date of this Agreement.
4.2. The Licensee agree to manage the minimum 2000 bottles/60 capsules order of
the Licensed products in each defined territory country within 6-1.2 months
after the Closing Date of this Agreement;
4.3. The Licensee agrees to manage the North America TV Marketing Programs or
other marketing means for the Licensed Products within 3 to 6 months after the
Closing date of this Agreement;
4.4. The Licensee agree to manage the minimum 6000 bottles/60 capsules annually
for each defined country in the Licensee's Territory within 6-12 months after
the Closing Date of this Agreement.
4.5. The Licensee agree to manage the minimum order of the products raw
materials for 200kg/mon in Canada within 6-12 months after the Closing Date of
this Agreement.
5. CLOSING
The Closing of the transaction contemplated herein shall take place at March 9th
, 2004 in Vancouver, BC Canada when both parties sign this Agreement, all the
terms and conditions of this Agreement will start to be effective immediately.
6. Delivery of Products
6.1 Within 10 days of the Licensee's execution of this Agreement, or within 10
days of when the same is available to the Licensor, whichever is later, the
Licensor shall delivery to the Licensee one copy of the current version of each
Product and the Proprietary information necessary to enable the Licensee to
develop prototypes of the Products and commercially exploit the Products within
the Licensee 'Territory.
6.2 Each party shall deliver to the other, within 10 days of their development;
any Derivative Works which that party has developed.
7. Representations And Warranties of The Licensor
The Licensor represents and warrants to the Licensee that:
a. the Licensor is a corporation duly organized, validly existing and in good
standing under the laws of British Columbia, Canada, and has all requisite
corporate power and authority to execute, deliver and perform under this
Agreement and consummate the transactions contemplated herein;
b, this Agreement has been duly and valid authorized, executed and delivered by
the Licensor and constitute a valid and binding obligation on the Licensor and
fully enforceable in accordance with its terms;
c. the Licensor owns and possesses and has all Intellectual Property Rights and
good and marketable title to the Products free and clear of any and all
mortgages, liens, charges, pledges, security interests, encumbrances and other
claims whatsoever, and the Licensor has full power and absolute authority to
license the Products without first obtaining the consent of any other person or
body corporate except as set forth herein;
d. there is no pending or threatened legal actions or administrative hearing
challenging the right of the Licensor or its Intellectual Property Rights in the
Products or its right to the Trade-marks;
e. no third parties have distribution rights or licenses to Utilize any of the
Products which derived through the Licensor in the Licensee's Territory;
f. the Licensor has the requisite power and authority to enter into this
Agreement and this Agreements has been duly and validly authorized, executed and
delivered by the Licensor and constitutes s a valid and binding obligation of
the Licensor fully enforceable in accordance with its terms;
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g. to the knowledge of the Licensor the Products do not infringe upon the
proprietary rights of any other person or entity.
8. Representations and Warranties of the Licensee
The Licensee represents and warrants to the Licensor that:
a. the Licensee is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada, USA, and has all requisite
corporate power and authority to execute; deliver and perform under this
Agreement and consummate the transactions contemplated herein; and
b. no consent, authorization or approval of exemption by, or filing with, any
governmental or public body or authority is required in connection with the
execution, delivery and performance by the Licensee of this Agreement.
9. Conditions Pertinent to the Obligations of the Licensee
The obligations of the Licensee hereunder are subject to the fulfillment, at or
prior to the Closing, of each of the following conditions, any or all of which
may be waived in writing hey the Licensee in its sole discretion:
a. Accuracy of Representations and Warranties
Each of the representations and warranties of the Licensor contained in this
Agreement shall be true on and as of the Closing date with the same force and
effect as though made on and as of the Closing Date, and the Licensor shall have
delivered to the Licensee a certificate to that effect;
b. Performance of Covenants
The Licensor shall have performed and complied with all covenants, obligations
and agreements to be performed or complied with by it on or before the Closing
Date pursuant to this Agreement;
c. Litigation, Etc.
The following legal information concerning the Licensor shall be true and
accurate on and as of the Closing Date:
i. on claim, action, suit, proceeding, arbitration or hearing or notice of
hearing shall be pending or threatened against or affecting the Licensor, the
Licensed Products or the Proprietary Information which would have a material
adverse effect upon the Licensor or the transaction contemplated by this
Agreement;
ii. no violation shall exist, or be alleged by any governmental authority to
exist, of any law, statute, ordinance or regulation, the enforcement of which
would materially adversely affect the Licensed Products or the Proprietary
Information; and
iii. no law, regulation or decree shall have been proposed, adopted or
promulgated, or have become effective, the enforcement of which would materially
adversely affect the ability of the Licensor to consummate the transactions
contemplated by this Agreement;
d. Consents
The Licensor shall have delivered to the Licensee all consents and approvals of
all persons and entities necessary for the performance of the transactions
contemplated in this Agreement;
10. Conditions Precedent to the Obligations of the Licensor
The obligations of the Licensor hereunder are subject to fulfillment, at or
prior to the Closing , of each of the following conditions, any or all of which
may be waived in writing by the Licensor in its sole discretion:
a. Accuracy of Representations and warranties Each of the representations and
warranties of the Licensee contained in this Agreement shall be true on as of
the Closing Date with the same force and effect as through made as of the
Closing Date, except as
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affected by the transaction contemplated hereby and the Licensee, if requested,
shall have delivered to the Licensor a certificate to that effect;
b. Performance of Covenants
The Licensee shall have performed and complied with all covenants, obligations
and agreements to be performed or complied with by it on before the Closing Date
pursuant to this Agreement; and
c. Litigation, Etc.
No claim, action, suit, proceeding, arbitration, investigation or hearing or
notice of hearing shall be pending or threatened against or affecting the
Licensee which might result or has resulted either in an action to enjoin or
prevent or delay the consummation of the transactions contemplated by this
Agreement.
11. Ownership of Intellectual Property Rights
12. Bilateral Non-disclosure Covenants
12.1 Covenant. not to Disclose
Each party shall use reasonable procedures to safeguard the Proprietary
Information, including releasing the Proprietary Information only to employees
on a "need to know" basis and the parties covenant that during the term of this
Agreement and for a period of ten years thereafter they will not, unless
required by law or regulatory authority, at any time, without the express prior
written consent of the other party, which consent shall not be unreasonably
withheld, disclose or otherwise make known or available to any person, firm,
corporation or other entity, or use for its own account, any Proprietary
Information except as specifically permitted under this Agreement.
12.2. Specific Performance
Each party acknowledges that:
a. the party who would be damaged by breach of the above covenant will not have
any adequate remedy at law; and accordingly, the parties agree that either party
shall have the right, in addition to any other rights it may have, to obtain in
any court of competent jurisdiction, injunctive relief to restrain any breach or
threatened breach or otherwise to specifically enforce any such covenants or any
other obligations under this Agreement if a party is failing to perform any of
its obligations hereunder.
13. Export Regulations
The Licensee shall obtain at its expenses all necessary state and federal
permits, licenses and approvals that are necessary for the Licensee to export
the Licensed Products and technologies to jurisdictions outside Canada and the
Licensor shall cooperate with the Licensee in all reasonable respects.
14. SubLicensing
The rights and licenses granted herein shall include the rights to grant
sublicenses hereunder. The Licensee agree to inform the Licensor for any
sublicensing's information.
15. Territorial Limits
Nothing contained in this Agreement shall be construed to grant to the Licensee
any rights to utilize the Licensed Products outside the Licensee's Territory.
16. Refinement Disclosure
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The parties shall disclose to each other all developments and improvements to
the Licensed Products and all technical data information relating to any such
developments or improvements to the Licensed Products that either may develop or
acquire during the term of this Agreement.
17. Miscellaneous
17.1 Severability
The invalidity of all or any part of any section of this Agreement shall not
render invalid the remainder of this Agreement or the remainder of such section
and any such provision of this Agreement that is so broad as to be unenforceable
shall be interpreted to be only so broad as is enforceable.
17.2 Headings
The headings of sections, subsections and paragraphs of this Agreement are
inserted for convenience only and shall not control or effect the meaning of
construction of any of its provisions.
17.3 Waiver
No action taken pursuant to this Agreement, including any investigation by or on
behalf of any party, shall be deemed to constitute a waiver by the party taking
such action or compliance with any representation, warranty, covenant or
agreement contained herein, and the waiver by any party hereto of a breach of
any provision of this Agreement shall not operate or be construed as a waiver of
any subsequent breach.
17.4 Binding Effects, Benefits
This Agreement shall ensure to the benefit of and shall be binding upon the
parties hereto and their respective heirs, personal representatives, successors
and assigns.
17.5 Entire Agreement, Amendment
This Agreement, including all schedules attached hereto, constitutes the entire
agreement and supersedes all prior agreements and understandings, oral and
written, between the parties hereto with respect to the subject matter hereof
and may not be amended, modified or terminated unless in a written instrument
executed by the party or parties sought to be bound.
17.6 Counterparts
]his Agreement may be executed in any number of counterparts, each of which when
executed, shall be deemed to be an original and all of which together shall be
deemed to be one and the same instrument.
17.7 Third Parties
Nothing in this Agreement, whether expressed or implied, is intended to confer
any rights or remedies on any person other than the parties to this Agreement,
nor is anything in this Agreement intended to relieve or discharge the
obligation or liability of any third party, nor shall any provision give any
third party any right of subrogation or action against any party to this
Agreement.
17.8 Governing Laws
This Agreement shall be construed as to both validity and performance and
enforced in accordance with and governed by the laws of Province of British
Columbia.
17.9 Waiver of Breach
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The waiver of any breach of any provision of this Agreement or failure to
enforce any provision hereof shall not operate or be construed as a waiver of
any subsequent breach by any party.
17.10 Disputes
In any litigation or disputes arising out of this Agreement the prevailing party
will be entitled to recover all reasonable costs and attorney fees, including
costs and fees on appeal.
17.11 Rights Cumulative
The provisions of this Agreement shall not be construed as limiting any rights
or remedies that either party may otherwise have under the applicable law.
17.12 Independent Counsel
Each party acknowledges that it has retained independent counsel to review the
terms of this Agreement and to advise as to the legal effect will have upon the
respective rights and obligations arising hereunder.
17.13 Assignment Clause
This Agreement any not be assigned by either party without the consent of the
other having first been obtained in writing.
17.14 Force Majeure
Neither party hereto shall be responsible for the failure or delay in performing
any of its obligations due to cause beyond its control and these causes shall
include, but shall not be restricted to fire, storm, flood, earthquake,
explosion, accident, acts of a public enemy, war, rebellion, insurrection,
sabotage, epidemic, quarantine restrictions, labour disputes, transportation
embargos, or failure or delays in transportation, acts of God. acts, rules,
regulations, orders or directives of any national government or agency thereof,
acts, rules, regulations, orders or directives of any provincial or local
government or agency thereof, or the order of any court of competent
jurisdiction.
IN WITNESS WHEREOF, the parties hereto have hereunto execute this Agreement
as of the day and year first above written.
THE CORPROATE SEAL of
Was hereunto affixed in the presence of
/s/Xxxxxxxx Xx
------------------
Julianna Xxxxx Xx, The President/CEO, authorized signatory
A E&E Pharma Corporation, #2300 - 0000 Xxxx Xxxxxxxx Xxxxxx
Tel 000-000-0000, Fax: 000-000-0000.
Witness Name: , Signature:
------------------------- ---------------------------
Date: March 9th, 2004
THE CORPROATE SEAL of
Was hereunto affixed in the presence of
/s/ Xxx Xxx
---------------
Xx. Xxx, Hua.: The Director
Hotway Nutraceutical Canada Co., Ltd.
000-000 Xxxx Xxxx Xxxxxx Xxxxx
Xxxxxxxxx, XX Xxxxxx X0X 0X0
Tel: 604-683-091.2, Fax: 000-000-0000,
March 9th, 2004
Witness Name:.
Xx. Xxx, Xxx, Xxxxx, Director of Hotway Signature: /s/ Xxxxx Xxx Zhu
-----------------
Date: March 9th , 2004
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