EXHIBIT 6.5
CO-PACKING AGREEMENT
THIS AGREEMENT is written to Xxx Xxxxxxxxx, President of Dippy Foods, Inc.,
a Nevada corporation, (hereinafter referred to as "Dippy"), on the date herein
subscribed.
PREAMBLE
The parties to the herein Letter of Intent are as follows:
"Dippy" Dippy Foods, Inc.
a Nevada corporation.
"Global" Global Food Management Group,
LLC, a Limited Liability Company
WITNESSETH:
WHEREAS, Dippy is interested in obtaining a co-packing service agreement
with Global Food Management Group, LLC (hereinafter referred to as "GFMP") for a
term of five months.
WHEREAS, GFMP will provide the location and labor to produce Dippy's
product line.
WHEREAS, Dippy shall furnish all of the equipment, raw material, supplies
and shall own the finished products produced by Global, with Global's only claim
being an unsecured general claim for money.
STATEMENT OF CONFIDENTIALITY
During the course of this co-packing arrangement, it may be necessary for
Dippy to disclose to the personnel of GFMP certain confidential technical and
business information which may include, for example, but is not necessarily
limited to, business plans and interests; information about or samples of
materials; product formulations; prototypes; package designs; process
feasibility issues; production facilities; production and marketing timetables;
and/or other information and proprietary information. Such written and oral
disclosures must remain in the complete confidence during the entire course of
the co-packaging arrangement and after its completion for a period of five
years.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF, the following terms,
conditions and covenants, the parties agree to the following:
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1. Dippy shall provide and deliver to the premises of GFMP, located at
0000 Xxxxxx Xxxxx, Xxxxxx, XX, the necessary and appropriate equipment
needed to produce Dippy's product line.
2. GFMP shall install, with the assistance of Dippy, the said equipment
on an ASAP basis;
3. GFMP shall provide the necessary personnel to support the operation of
said equipment;
4. Dippy shall have the necessary and appropriate raw materials delivered
to GFMP's site, and GFMP shall produce the Dippy product line.
5. GFMP will produce the Dippy meals for a service charge of $.12 per
each unit which shall be payable 30 days after invoicing;
6. It is anticipated that this arrangement shall commence immediately
with the installation of the equipment and delivery of the raw food
products.
7. GFMP will maintain said equipment in a fully operational state and
shall service it as necessary and appropriate.
8. GFMP shall follow the production procedures that are given by Dippy's
representative, either oral or written. All oral instructions shall be
followed up by written confirmation. The parties shall reduce the
assembly process to writing as soon as is practical, which shall
represent the baseline for the future processing methods.
9. GFMP shall hold Dippy harmless from any third party claims of GFMP,
and shall allow full access and release of the said equipment in
proper working order at any time and for any reason during the term of
the herein agreement.
10. GFMP shall list all ingredients, packaging and equipment either
rented, owned or borrowed or otherwise, as the property of Dippy, and
will not encumber their values as part of GFMP's list of assets,
inventories or values.
11. In the spirit of cooperation and financial gain, both parties agree to
fulfill their respective obligations by working together in good faith
and using due diligent best efforts, time attention and energies to
the performance of the duties and responsibilities under this
agreement.
12. Dippy shall provide the technical know-how, formulations, recipes,
process conditions and any other related information to fully ensure a
successful co-packaging arrangement, as part of the initial process
and shall thereafter provide needed information forthwith upon
request.
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13. GFMP shall maintain the plant facilities, including but not limited to
the equipment, in a clean and sanitary condition conforming to all
food processing standards and Good Manufacturing Practices.
14. Either party may terminate the agreement for any reason with written
notice and three weeks notice.
15. The subscribing parties represent that he/she is the authorized party
representing their business entity, and fully enters the agreement for
and on behalf of that entity.
16. Dippy and GFMP, each agree to have the other named as also named
insureds on any product liability insurance obtained or maintained by
the other.
17. Upon delivery of any equipment or materials, the parties shall each
sign a statement of inventory which shall be maintained as a permanent
record confirming the ownership of the equipment and materials as
residing in Dippy.
18. GFMP shall not have or acquire any right, title or interest in any
trademark, service xxxx or trade name, that is now or hereafter
acquired by Dippy either used alone or in conjunction with other words
or names, or in the good will thereof, expressly granted herein.
19. Regardless of the place of execution, place of performance or
otherwise, this Agreement and all amendments, modifications,
alterations or supplements hereto, and the rights of the parties
hereunder, shall be governed by and construed and enforced in
accordance with the laws of the State of California, and the parties
hereby agreement to first tender any dispute to arbitration pursuant
to the American Arbitration Rules, prior to and as a condition
precedent to undertaking formal litigation.
20. This Agreement may not be assigned or transferred by either party
hereto, in whole or in part, without the prior written consent by
Dippy.
21. All notices, requests, demands or other communications required or
permitted to be given or made hereunder shall be in writing and
delivered personally or sent by first class, certified or registered
mail, or by facsimile addressed to the intended recipient thereof at
the address and facsimile set forth above (or to such other address or
facsimile number as either party may from time to time duly notify the
other). Any such notice, demand or communication shall be deemed to
have been given immediately (if given or made by confirmed facsimile),
or three (3) days after mailing, and in proving same it shall be
sufficient to show that the envelope containing the notice, demand or
communication was duly addressed, stamped and posted or that receipt
of a
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facsimile message was confirmed by a confirming facsimile message from
the recipient.
22. This agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and permitted
assigns.
23. The headings as to the contents of particular paragraphs are inserted
only for convenience and shall not be construed as part of this
Agreement or as a limitation on the scope of any of the terms or
provisions of this Agreement.
24. This Agreement supersedes all prior discussions and agreements between
the parties with respect to the subject matter hereof and this
Agreement contains the sole and entire agreement between the parties
with respect to the matters covered hereby. This Agreement shall not
be modified or amended except by an instrument in writing signed by or
on behalf of the parties thereto.
IN WITNESS WHEREOF, this Agreement is executed on the date set forth with
the herein subscribing signatures, who hereby agree and accept the terms and
conditions of the herein agreement, which is executed in San Bernardino County,
State of California.
Dated: 10-4-99
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"Dippy"
Dippy Foods, Inc.,
A Nevada corporation
By: /s/ Xxx Xxxxxxxxx
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Xxx Xxxxxxxxx
President
"GFMP"
Globe Food Management Group, LLC
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Manager
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