AGREEMENT
This Agreement, dated for reference the 5th day
December 2007, by and between:
EEPI US INC.
0000 Xxxxxxx Xxxxxx
Xxxxxxx, XX X0X 0X0
Tel: 000-000-0000 Fax: 000-000-000
("EEPI")
AND:
Essentially Yours Industries, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxxxx, X.X. X0x 0X0
Tel: 000-000-0000 Fax: 000-000-0000
("EYI")
AND:
The Fields of Green Team, Inc.
#901 0000 Xxxx Xxxxx Xxxx.
Xxxx Xxxxx, XX 00000
("Fields of Green")
WHEREAS:
A. EEPI has acquired the distribution rights for the
Mach 3 SEFS HD ("Mach 3") product;
B. EYI has acquired the distribution rights for the
Ultimate XX0 ("XX0") product;
C. EEPI and EYI have created a marketing campaign called the
Fields of Dream Campaign in which Ultimate ME2 is sold through
a direct marketing platform and;
X. Xxxxxx of Green have agreed to work with EEPI and EYI for the
distribution of Mach 3 and ME2 to offer companies and individuals
the opportunity to save money on fuel costs and lower emissions.
NOW THEREFORE the parties hereto agree as follows:
1. APPOINTMENT
1.1 EYI and EEPI agree to appoint Fields of Green as distributors
of Mach 3 and ME2 and Fields of Green hereby accepts such
appointment.
1.2 EEPI and EYI will create an on-line marketing program to support
the sale of Mach 3 and ME2 as well as providing sales and marketing
support to Fields of Green.
1.3 EEPI and EYI will warehouse and ship all products and prepare
the tracking and distribution of funds to the Fields of Green.
Fields of Green shall provide direction to EEPI and EYI with respect
to the allocation of charitable donations.
1.4 EEPI shall assist Fields of Green with the generation of
commercials leads for Mach 3.
1.5 Fields of Green agrees to train its representatives on the uses
and benefits of Mach 3 and ME2 and the representatives will generate
exposure in their markets and drive traffic to the official Fields
of Green website at xxx.xxxxxxxxxxxxxxxxx.xxx. Representatives shall
submit their commercial leads to EEPI for further handling.
1.6 Fields of Green's Director, Xxxxxxx Xxxxx, will work with EEPI
and EYI to select, develop and mange the Fields of Green
representatives.
2. COMPENSATION
2.1 EYI and EEPI will provide a compensation structure to Xxxxxxx
Xxxxx and the Fields of Green representatives pursuant to Schedule A.
2.2 Compensation will be calculated monthly based on fully paid and
non-funded sales.
2.3 Compensation will be paid within 30 days following the month-end.
3. LEAD GENERATION
3.1 EYI shall allocate 25% of the leads generated in the campaign
to the Fields of Green team within EYI's network binary system.
4. CHARITABLE DONATION
4.1 Fields of Green, EYI, and EEPI will nominate one or more
charitable organizations where certain portions of each sale, as defined
in Schedule A, will be donated on a quarterly basis.
5. TERM
5.1 The term of this Agreement shall be on a month to month basis
commencing on December 5, 2007 unless terminated in accordance with the
provisions set out in paragraphs 2.2.
5.2 Notwithstanding the foregoing either party may terminate this
Agreement, without reason, upon thirty (30) days written notice to the
other.
6. NOTICES
6.1 Any notice required or permitted to be given hereunder shall be
in writing and shall be effectively given if:
a. Delivered personally;
b. Sent by prepaid courier service or mail; or
c. Sent by fax;
addressed to the relevant party at the address/number shown for that
party at the beginning of this Agreement.
6.2 Any notice so given shall be deemed conclusively to have been
given and received when so personally delivered or, if sent by fax, on
the first business day thereafter, or if sent by mail, on the third
business day thereafter. Either Consultant or EYI may change any
particulars of its address/number for notice by notice to the others
in the manner above described.
7. GENERAL
7.1. Time shall be of the essence of this Agreement.
7.2. Any changes or amendments or additions to this Agreement must be
in writing and signed by both parties to be effective.
7.3. This Agreement shall be construed in accordance with the laws of
the Province of British Columbia and the Courts of the said Province
of British Columbia shall have, subject to the arbitration provisions
contained herein and without regard to conflicts of law provisions,
exclusive jurisdiction to hear all actions arising out of or in respect
of this Agreement.
7.4. Failure on the part of a party to complain of any act or failure to
act of the other party or to declare the other party in default, irrespective
of how long such failure continues, shall not constitute a waiver by such
party of any rights hereunder.
7.5. This Agreement shall inure to the benefits of and be binding upon
the parties hereto and their respective successors and assigns, as
permitted herein.
IN WITNESS WHERE OF, the parties hereto have executed this Agreement
effective as of the date first above written.
EEPI US INC.
Per: /s/ Xxxx X'Xxxxx
Name: Xxxx X'Xxxxx
Title: President
Essentially Yours Industries, Inc.
Per: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: President
The Fields of Green Team, Inc.
Per: /s/Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Director
