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Exhibit 10.2
Form 10-SB
Xx. Xxxxxxxxxxx'x Original Formulas Inc.
File No.:
ADDENDUM TO MARKETING RIGHTS AGREEMENT
THIS ADDENDUM to the Revised and Restated Marketing Rights
Agreement dated July 1, 2000 ("Agreement") is made and entered
into as of the 14th day of May, 2001, by and between Xxxxxxxxxxx
Enterprises, Inc a Utah corporation, hereinafter "Enterprises",
and Xx. Xxxxxxxxxxx Original Formulas, Inc., a Utah Corporation,
hereinafter "Marketing".
1. Subject to compliance with the annual sales condition
set forth in Section 3 of the Agreement and the payment
conditions of Section 4 of the Agreement, on the five year
anniversary of the Agreement Enterprises shall automatically be
deemed to have sold, transferred, and conveyed to Marketing all
right, title, and interest in and to:
a. Xx. Xxxxxxxxxxx'x original formulas, all of the Xxxxx
Xxxxxxxxxxx formulas and products, and all other products
marketed and/or sold by Enterprises or any of their agents (the
"Products"); provided, that The School of Natural Healing owned
and operated by Xxxxx Xxxxxxxxxxx or his designee or assigns
shall have a perpetual license and right to use, dispense, and
sell the Products to its patients for personal treatment and
trainees for educational purposes.
b. The Xx. Xxxxxxxxxxx'x name and likeness, all registered
trademarks and proprietary information in conjunction with all
Xx. Xxxxxxxxxxx formulas and products marketed and sold by
Enterprises or their agents, including all trademarks and
proprietary information in conjunction with Xxxxx Xxxxxxxxxxx'x
formulas and products marketed, and sold by Enterprises or their
agents, or any other product that is affiliated with Enterprises
(the "Proprietary Rights"); provided, that The School of Natural
Healing owned and operated by Xxxxx Xxxxxxxxxxx or his designee
or assigns shall have a perpetual license and right to use the
Proprietary Rights in the operation of its business as an
educational institution dedicated to the promotion of the natural
healing arts.
2. From and after July 1, 2005, the obligation of
Marketing to pay the monthly license fee under Section 4 of the
Agreement shall continue through June 1, 2010, as payment for the
purchase of the property conveyed hereunder.
3. From July 1, 2000, and thereafter, Marketing grants to
Enterprises the first right to sell to Marketing the Products
offered and sold by Marketing, subject to Enterprises being able
to manufacture and deliver such Products on a timely basis that
will enable Marketing to meet its sales and delivery commitments
and subject further to Enterprises selling such Products to
Marketing at prices comparable to prices that Marketing can
obtain for the same type and amount of Product from unrelated
third
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party suppliers. Full disclosure of all sourcing information
shall be provided by both parties to each other.
4. Commencing July 1, 2000, and continuing thereafter,
Marketing covenants and agrees that:
(a) The Products will be made from whole herbs or whole
herb extracts, and that no alkaloids or other constituents will
be added.
(b) No inorganic (not through plant life) substances will be
sold under the Proprietary Rights.
(c) No animal parts or derivatives will be added to the
Products or sold under the Proprietary Rights.
(d) No fillers or binders will be added to the Products
regardless of whether the Products are capsulated, in bulk, or
processed.
(e) Products will only be produced with high quality fresh,
clean, non-irradiated, and chemical additive free herbs and
plants.
(f) Marketing will endeavor to market Products that contain
only organic or wild crafted herbs whenever available.
(g) No change in any Product formula may be made without
the prior written approval of a Master Herbalist designated by
Enterprises, and the parties agree and acknowledge that such
designated Master Herbalist shall be: first, Xxxxx Xxxxxxxxxxx;
second, a Master Herbalist designated by Xxxxx Xxxxxxxxxxx; and
third, a Master Herbalist designated by a majority of the lineal
descendents in the same generation in closest proximity to Xx.
Xxxx Xxxxxxx Xxxxxxxxxxx.
(h) The Proprietary Rights will only be used in honest
business practices.
(i) All advertisements and other uses of the Proprietary
Rights will maintain the dignity and integrity of the Xx.
Xxxxxxxxxxx name and likeness.
(j) To use whenever allowed by law copyright notices to
protect the Proprietary Rights.
(k) Not to use any new images of Xx. Xxxxxxxxxxx without
the prior written approval of a person designated by Enterprises,
and the parties agree and acknowledge that such designated person
shall be: first, Xxxxx Xxxxxxxxxxx; second, a person designated
by Xxxxx Xxxxxxxxxxx; and third, a person designated by a
majority of the lineal descendents in the same generation in
closest proximity to Xx. Xxxx Xxxxxxx Xxxxxxxxxxx.
5. Except as modified or amended by this Addendum, all
remaining terms and provisions of the Agreement shall remain in
full force and effect.
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Effective this 14th day of May 2001.
XX. XXXXXXXXXXX'X ORIGINAL FORMULAS, INC
By /s/ Xxxxxx Xxxxx, President
XXXXXXXXXXX ENTERPRISES, INC.
By /s/ Xxxxxx Xxxxxxx, President
/s/ Xxxxxx Xxxxxxx, Owner
/s/ Xxxx Xxxxxxxxxxx Xxxxxxx, Owner
/s/ Xxxxx Xxxxxxxxxxx, Owner
/s/ Xxxx Xxxxxxxxxxx, Owner
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