EXHIBIT 10.6
ROYALTY AGREEMENT
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This Agreement is made and effective this 22 day of February, 2002 (the
"Effective Date") by and among Thinka Weight Loss Corporation, a Nevada
("THINKA") and Windmill Health Products, a division of Vitaquest International,
Inc., a Delaware Corporation, hereinafter referred to as "Windmill").
WHEREAS, THINKA is the owner of a dietary supplement product known as "Carb
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Fighter" (hereinafter the "Product", a copy of the product formulation for which
is appended hereto as Exhibit A), and owns advertising and promotional materials
for the marketing of the Product, including direct response television and radio
advertising for the Product;
WHEREAS, THINKA owns all intellectual property rights worldwide in the
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Product and its packaging and in the advertising and promotional materials,
including but not limited to, copyrights therefor, the trademark "Carb Fighter",
trade dress, product formula and patent rights (hereinafter "Intellectual
Property Rights");
WHEREAS, THINKA is willing to appoint Windmill with the exclusive right to
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market, distribute and sell the Product under the Intellectual Property Rights
throughout the United States and Canada (hereinafter "Territory") to the retail
marketplace, including but not limited to independent drug stores, drug chains,
mass markets, discount stores, convenience stores, variety stores, wholesalers,
and supermarkets;
NOW, THEREFORE, in consideration of the mutual promises and undertakings
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set forth herein, and intending to be legally bound hereby, the parties agree as
follows:
1. THINKA shall appoint Windmill as the exclusive licensee under the
Intellectual Property Rights to market (including the rights to advertise and
promote), distribute and sell the Product in the Territory to the retail
marketplace, including but not limited to independent drug stores, drug chains,
mass markets, discount stores, convenience stores, variety stores, wholesalers,
and supermarkets.
2. Immediately following the execution of this Agreement, THINKA will provide
to Windmill artwork for advertising, packaging and promotional materials, and
consulting services regarding infomercial and other advertising and promotional
expertise for the successful retail distribution of the Product.
3. Windmill shall pay to THINKA one dollar ($1.00) per unit of Net Sales of
Carb Fighter sold in the retail marketplace by Windmill. Net sales shall be
defined hereunder as total paid sales by Windmill from its retail customers less
returns, slotting fees, credits and allowances. All payments due THINKA shall be
net 30 days of Windmill's receipt of payments from its customers.
4. This Agreement shall become effective upon execution and shall remain in
effect, for a term of three years. Thereafter, this agreement shall be renewed
upon the mutual agreement of the parties.
5. This Agreement embodies the complete agreement and understanding among the
parties relating to Carb Fighter and supersedes and preempts any prior
understandings, agreements or representations by or among the parties, written
or oral, which may have related to the subject matter hereof in any way.
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6. This Agreement is intended to bind and inure to the benefit of and be
enforceable by each of the parties hereto and their respective successors and
assigns.
7. This Agreement shall be governed by the internal law, and not the law of
conflicts, of the State of New Jersey and Nevada.
8. This Agreement may be executed in counterparts. A facsimile signature shall
be deemed as effective as an original signature.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
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the date first above mentioned.
Windmill Health Products, a division of
VITAQUEST, INTERNATIONAL, INC.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Position: Executive Vice President
Date: February 22, 2002
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THINKA WEIGHT LOSS CORPORATION
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Position: Secretary
Date: February 22, 2002
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