Contract Between Houston International, LLC and Xx.Xxxx X. Xxxxxx
This agreement, made this 15th day of March, 1996 between Houston International,
LLC located at 0000 X. Xxxxxxx Xx. Xxxxxxx, Xxxxxxx 00000, hereafter referred to
as "Houston", and Xx. Xxxx X. Xxxxxx located at 00000 X. 00xx Xxxxxx, Xxxxx
X0-0, Xxxxxxx, Xxxxxxx 00000, hereafter referred to as "Xx. Xxxxxx" is to define
the terms and conditions related to the development, sales and marketing of a
new herbal tea product, hereafter referred to as "Women's Nature PMS Herbal
Tea".
It is mutually agreed as follows:
Xx. Xxxxxx will aid Houston in developing "Women's Nature PMS Herbal Tea"
through consultations, research, formulation experiments and other procedures
necessary to designing "Women's Nature PMS Herbal Tea". Xx. Xxxxxx and Houston
will work together to develop a formula to be reviewed and approved by Houston
for "Women's Nature PMS Herbal Tea" which will include the identifying name of
each ingredient, the specific part of each plant that is to be used, and the
percentage of each ingredient that is to be used in the manufacture of "Women's
Nature PMS Herbal Tea". Xx. Xxxxxx will provide autobiographical information to
be used in the promotion of "Women's Nature PMS Herbal Tea" including
information related to education, credentials and professional experience. Xx.
Xxxxxx will allow Houston to arrange and obtain photographs of Xx. Xxxxxx to be
used in the marketing and promotion of "Women's Nature PMS Herbal Tea". Xx.
Xxxxxx will be available to promote "Women's Nature PMS Herbal Tea" directly and
indirectly at speaking engagements, media interviews, expositions and other
special events as her schedule permits and as mutually agreed upon by both
Houston and Xx. Xxxxxx. Reasonable expenses including but not limited to travel,
lodging and meals incurred by Xx. Xxxxxx while promoting "Women's Nature PMS
Herbal Tea" at speaking engagements, media interviews, expositions and other
special events will be paid for by Houston. Xx. Xxxxxx will be paid by Houston
her usual rate for said special events. Xx. Xxxxxx reserves the right to examine
and approve all product labeling, press releases, brochures and other materials
used to promote or market "Women's Nature PMS Herbal Tea" prior to their
distribution by Houston. Houston will not distribute any such promotional
materials related to "Women's Nature PMS Herbal Tea" without first receiving
approval of said promotional materials from Xx. Xxxxxx. Houston will have the
right to use Xx. Xxxxxx'x name verbally and in general correspondence in
association with sales calls and meetings related to the sales and marketing of
"Women's Nature PMS Herbal Tea".
Houston will select all raw materials suppliers, transporters, manufacturers,
printers and other vendors related to the production of "Women's Nature PMS
Herbal Tea". Houston will pay for all raw materials, manufacturing, testing,
transportation of raw materials, labeling, promotional materials, marketing
campaigns, advertising, transportation of finished product and other expenses
deemed necessary by Houston to the development, manufacture, marketing and
distribution of "Women's Nature PMS Herbal Tea". Houston will be responsible for
all sales, xxxxxxxx, accounting, collections and debts incurred by Houston and
related to "Women's Nature PMS Herbal Tea". Houston will retain sole rights to
all licenses, trademarks, distribution and customer data related to "Women's
Nature PMS Herbal Tea". Houston will pay for all reasonable expenses incurred by
Xx. Xxxxxx in the development of "Women's Nature PMS Herbal Tea". Houston will
pay Xx. Xxxxxx a royalty fee of $.09(nine cents) for each unit (box) of "Women's
Nature PMS Herbal Tea" sold for 18 months beginning on the date that the first
unit (box) of "Women's Nature PMS Herbal Tea" is sold, and at the conclusion of
said 18 months Houston will pay Xx. Xxxxxx a royalty of $.05 (five cents) for
each unit (box) of "Women's Nature PMS Herbal Tea" sold thereafter. Houston will
provide said royalty payments to Xx. Xxxxxx on or before the last day of each
calendar month for all sales of "Women's Nature PMS Herbal Tea" made during the
previous calendar month. Houston will provide with each said royalty payment a
sales report showing the total units of "Women's Nature PMS Herbal Tea" sold
during the said previous month.
The term of this agreement will be for three (3) years from the effective date.
This agreement will automatically renew for additional three (3) year terms at
the royalty payment of $.05 (five cents) for each unit (box) of "Women's Nature
PMS Herbal Tea" sold unless either party to this agreement shall, at least 180
days prior to the expiration of any term, advise the other party in writing that
it does not intend to renew the agreement. Should either party choose to not
renew the agreement and notify the other party in accordance with this
agreement, Houston will continue to sell and market "Women's Nature PMS Herbal
Tea" and pay Xx. Xxxxxx the defined royalty on said sales until all inventory in
stock and/or on order is exhausted at which time Houston will forfeit the right
to use any reference to Xx. Xxxxxx in association with "Women's Nature PMS
Herbal Tea" and Xx. Xxxxxx will forfeit the right to any royalty payments for
any sales occurring after the termination date of this agreement and the
exhaustion of all inventory in stock and/or on order.
Xx. Xxxxxx confirms that she is free to enter this agreement and that she will
not disclose or make known to any person or party any of Houston's trade secrets
or processes or any part thereof which she may learn or be exposed to during the
term of this agreement. Xx. Xxxxxx is free to enter into any other contract with
any other party that she chooses except in the case that such a contract would
relate to the development, sale, marketing or manufacture of an herbal tea
designed to compete directly with "Women's Nature PMS Herbal Tea". Xx. Xxxxxx
will be paid as an independent consultant to Houston and will not be considered
an employee of Houston. It is understood that this agreement supercedes any and
all prior agreements, oral or written, made between Houston and Xx. Xxxxxx, and
can only be modified by an agreement in writing signed by all applicable
parties. Xx. Xxxxxx and Houston make this agreement binding by signing below.
/s/ Xx. Xxxx X. Xxxxxx 3-15-95 /s/ Xxxxxx Xxxxxx 3-15-95
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Xx. Xxxx X. Xxxxxx (signature) Date Houston International, LLC (signature) Date
Xxxx X. Xxxxxx ND 3-15-95 Xxxxxx Xxxxxx 3-15-95
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(Print Name) Date (Print Name) Date
