PRODUCT MARKETING & DISTRIBUTION AGREEMENT BY AND BETWEEN
DESERT HEALTH PRODUCTS, INC., AND GH ASSOCIATES, INC.
This Agreement is made this 6th day of February, 2001 by and between GH
ASSOCIATES, INC., an Arizona corporation, with its principal headquarters
located at 0000 Xxxxx 00xx Xxxxx, Xxxxxxx, Xxxxxxx 00000 (hereinafter
referred to as "GHA") and DESERT HEALTH PRODUCTS, INC., an Arizona
corporation, with its principal business located at 0000 Xxxx Xxxxx Xxxx,
Xxxxxxxxxx, Xxxxxxx 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 (See Addendum).
2.GHA is an Arizona corporation in good standing and is in the business of
developing nutraceuticals and supplements.
3.GHA 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. GHA 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 obtained
by GHA through its own sales efforts.
During the term of this Agreement, GHA shall not appoint any other
firm, corporation or person to sell the same products in the
protected territories set forth in Paragraph 1.
2.Acceptance. DHPI accepts appointment to develop and market said products
in the geographical territories set forth in Paragraph 1.
3.Selling Rights Reserved. GHA 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. Xx. Xxxxxx'x Original Perfect Feet.
b. All modifications and derivatives of said product.
4.License Fee. DHPI agrees to pay GHA the following fees in return for
this grant of exclusive right to sell, market and distribute the products
in the protected territories:
a. $ 25,000.00 payable on February 6th, 2001
b. $ 25,000.00 payable on April 6th , 2001
c. One hundred thousand (100,000) shares of DHPI's one hundred
forty-four (144) Common Stock issued by May 6, 2001.
5.Joint Venture. The parties agree that both GHA and DHPI may sell, market
and distribute the Products in the protected territories. Profits from
said sales shall be dispersed as follows: Gross sales price less cost of
product and direct sales costs (commissions and freight) equals net sales
price which will be dispersed 50% to GHA and 50% to DHPI.
6.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.
7.Term. This Agreement shall continue in force as long as DHPI and GHA
meet all terms of this Agreement.
8.Requirements. During the initial term, DHPI agrees to sell not less
than twenty thousand (20,000) sets of product by February 1, 2002.
Further, DHPI agrees to sell fifty thousand (50,000) sets of product or
more between February 1, 2002 and February 1, 2003. Subsequent
requirements will be determined through renegotiation which will be
completed no later than November, 2002.
9.Minimum Sales Price. The parties agree that the minimum price for which
DHPI will sell the Product to any customer is $ 10.00 per set, which is
defined to include Phase I, Phase II, tape, labels and box.
10.Termination. GHA 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 GHA terminate this Agreement, GHA agrees to protect any and
all DHPI's established customers provided, in writing, to GHA prior to
the date of any termination notice for said products and continue to
supply product until customer no longer exists.
11.Use of Name. Only so long as this Agreement is in effect, with the prior
consent and approval of GHA, DHPI its agents, subsidiaries, or customers
may use GHA's trade names and advertising material in any form related to
the products.
12.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.
13.DHPI Not An Agent. This Agreement does not constitute DHPI as the agent
or legal representative of GHA. 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.
14.Reports. DHPI agrees that from time to time it will meet with GHA to
present and discuss sales, reports, advertising, and registration or
patent matters.
15.Payment. DHPI and GHA agree to pay by corporate check, or pre-approved
Letter of Credit, in good and immediately available funds. Said payment
for Product shall be made at the time Product is ordered, and profit
shall be paid when received by the selling party.
16.Indemnity and Insurance. DHPI agrees to hold GHA harmless against any
claim related to the manufacturing, advertising and/or distribution of
any products covered by this Agreement in the protected territories. GHA
agrees to provide products to DHPI from manufacturing companies that
maintain adequate product liability insurance.
17.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 agrees 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. GH ASSOCIATES, INC.
By: /S/Xxxxxx Xxxxxxx By: /S/Xxx General
President President
WITNESS:
S/Thor Lindvaag
