DAYMON ASSOCIATES, INC.
000 XXXXXXXXX XXX,, XXXXXXXX, XX 00000-0000
TEL: 000-000-0000 - FAX: 000-000-0000
May 20, 1999
Xx. Xxxxxxx X. Xxxxxx
Senior V.P,, Corporate Development
SafeScience, Inc.
00 Xx. Xxxxx Xxxxxx #000
Xxxxxx, XX 00000
PARTNERSHIP AGREEMENT
---------------------
The below is the partnering agreement under which we will move for-xxxx with on
the development on the SafeScience franchise:
I. It is Daymon's intention to deliver national sales and marketing
resources for the purpose of selling SafeScience brand, private
label and co-branded for all customers in North America. Xxxxxx
will also represent SafeScience in international markets that we
have offices. (See attached).
II. A commission will be paid for services rendered specific to
execution at all customers. The commission rate will be established
at 3% on all items (total net sales - customer specific).
III. A "corporate commission" will be paid based on all SafeScience
sales (total net sales), for services rendered in managing the
overall SafeScience program. This commission rate is established at
3% on all items, These monies will not be payable until the total
value exceeds the monthly dollar amount of $15,000. Any new
business rendered/developed with SafeScience will be included in
this management commission, New Business will be defined as:
- Retail Chains, Hardware Outlets, Drug Store Chains, Third Party
Partnerships (i,e. EcoTerra), C Stores, Automotive Outlets,
Mass Merchandisers, Club Stores, Wholesalers, FoodService
Providers and Telemarkers.
IV. Recognizing the opportunity for greater continuity, better
communication and efficiency, every reasonable attempt will be made
to utilize the in-house services at Xxxxxx including Creative
Services, C&M Design and Marketing Research- Each department will
quote for services and will be competitive to current SafeScience
options or they will not participate.
V. A retainer fee of $15,000 per month will be paid to Xxxxxx
Associates to assign a dedicated person to manage the SafeScience
Business. This fee will be paid the first of each month for the
previous month, If both parties in the middle of the month approve
this agreement, that month will be prorated according to the number
of days worked. If this agreement is canceled by either party, with
a 90-day notification, SafeScience will be obligated to continue
commissions but will not be obligated to continue to pay the
$15,000 monthly retainer.
VI. In the event our partnership dissolves, Xxxxxx Associates will
continue to represent, at established rates, the entire SafeScience
line at those accounts already participating in the program as well
as any Xxxxxx customer accounts that elect to take the SafeScience
program within 6 months of termination of our partnership.
(Established rate of 6% - 3% corporate & 3% customer specific
location).
VII. Upon completion of the signed agreement Xxxxxx Associates will
appoint a Brands Manager dedicated to the SafeScience business,
SafeScience will be involved in the approval process of this
individual.
VIII. SafeScience agrees that the appointed Brands Manager will work as
an agent of SafeScience hired by Xxxxxx Associates and will not be
offered employment within the SafeScience organization.
-2-
IX. Xxxxxx will be compensated on agricultural sales where we have
educated the retailer to mandate usage of the SafeScience
technology with the principal/grower.
/s/Xxx Xxxxxxx /s/Xxxxxxx Xxxxxx
-------------- -----------------
XXX XXXXXXX XXXXXXX X. XXXXXX
Vice President Senior Vice President
Xxxxxx Associates SafeScience, Inc.
Cc: Xxxxxxx Xxxx
-3-
--------------------------------------------------------------------------------
XXXXXX ASSOCIATES
CUSTOMER NETWORK
- INTERNATIONAL -
--------------------------------------------------------------------------------
COMMERCIAL MEXICANA
Mexico City, Mexico
COSTCO WHOLESALE
Mexico City, Mexico
DAIRY FARM GROUP
Wanchai, Hong Kong
DAVID'S LIMITED
Blacktown, Australia
DISCO
Buenos Aires, Argentina
FRANKLINS
Perth, Australia
FOODLAND ASSOCIATED LIMITED
Perth, Australia
METRO CASH & CARRY, INC.
Johannesburg, South Africa
PICK N' PAY STORES, LTD.
Johannesburg, South Africa
PROGRESSIVE ENTERPRISES
Auckland, New Zealand
SANTA XXXXXX
Xxx Xxxxxxx, Chile
WOOLWORTHS
Manukau, Aukland - New Zealand
--------------------------------------------------------------------------------
