EXHIBIT 10.1
SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 1st day of June, 2002
effective for the term provided herein, by and between Reliv' International,
Inc., an Illinois corporation (the "Company") and Xxxx X. Xxxxxxxx (hereinafter
referred to as the "Executive").
WHEREAS, the Executive is presently, and for some time has been, employed
as an Executive of the Company, pursuant to the terms of an Employment Agreement
dated June, 1997 ("Prior Employment Agreement");
WHEREAS, the Company desires to be assured of the continued association
and services of Executive and Executive desires to continue in the employment of
the Company on the terms provided herein.
NOW, THEREFORE, in consideration of the premises and of the terms,
covenants and conditions hereinafter contained, the parties hereto agree as
follows:
1. Employment, Duties and Authority.
1.1 The Company hereby employs Executive and Executive hereby
accepts employment by the Company on the terms, covenants and conditions
herein contained.
1.2 The Executive is hereby employed by the Company as Vice
President. The Executive shall have such duties, responsibilities and
authority as the Chief Executive Officer, Board of Directors or Executive
Committee of the Company shall determine from time to time. In general, it
is anticipated that the services which Executive shall perform for the
Company shall include: (i) research concerning product development for the
Company, (ii) attendance at, and participation in, distributor events of
the Company as requested from time to time and (iii) research and writing
of articles in professional publications, research papers and the like.
Executive shall be Chairman of the Scientific Advisory Board of the
Company.
1.3 During the term of Executive's employment hereunder, and subject
to the other provisions hereof, Executive shall devote approximately
one-half (approximately 80 hours per month) of his energies, interest,
abilities and productive time to the performance of his duties and
responsibilities hereunder and will perform such duties and
responsibilities faithfully and with reasonable care for the welfare of
the Company. The Company shall maintain an office for Executive at its
principal offices and Executive may perform services at such office;
provided, that Executive shall be entitled to perform services hereunder
at his home or other location as well.
1.4 During the term of his employment hereunder, Executive shall not
perform any services for compensation for any Conflicting Organization (as
defined in paragraph
9.1.1 hereof) without the express written consent of the Chief Executive
Officer, Executive Committee or Board of Directors of the Company. Nothing
herein shall be deemed to restrict or prohibit Executive from (i)
performing services for, or providing advice or consultation to, a
business enterprise which is not a Conflicting Organization provided that
such activity does not interfere with the performance of services by
Executive to the Company as provided herein, (ii) personal investment
activities, including ownership of interests in business enterprises of
any kind (except any enterprise engaged in the sale of products or
services by means of network marketing), which investment activity may
include business non-compensated communications and advice to management;
provided that Executive shall not, without the express written consent of
the Company, permit the use or association of his name by or with, any
business enterprise or (iii) engaging in research and development
activities in connection with matters unrelated to the business of the
Company.
2. Compensation and Benefits.
2.1 Basic Salary.
2.1.1 The Company shall pay to Executive during the initial
term of employment hereunder and each renewal term a basic salary at
the rate per month of $22,500. Such basic salary shall be paid by
the Company to Executive each month, less amounts which the Company
may be required to withhold from such payments by applicable
federal, state or local laws or regulations.
2.1.2 If the Executive shall be absent from work on account of
personal injuries or sickness, he shall continue to receive the
payments provided for in paragraph 2.1.1 hereof; provided, however,
that any such payment may, at the Company's option, be reduced by
the amount which the Executive may receive, for the period covered
by any such payments, in disability payments (i) pursuant to any
disability insurance which the Company, in its sole discretion, may
maintain, or (ii) under any governmental program for disability
compensation.
2.2 Benefits; Expense Reimbursement.
2.2.1 The Executive shall be entitled to, and shall receive,
all other benefits of employment available to other employees of the
Company generally, including participation in hospital, surgical,
medical or other group health plans or accident benefits, pension or
profit-sharing plans, or vacation plans as shall be instituted or
maintained by the Company, in its sole discretion.
2.2.2 During the term hereof, the Company shall reimburse
Executive for all reasonable and necessary expenses incurred by
Executive in the performance of his duties hereunder, including
without limitation, travel, meals, lodging, office supplies or
equipment subject to such reasonable limitations, restrictions and
reporting standards as the Board of Directors of the Company may
from time to time establish. Executive shall provide to the Company
promptly
after incurring any such expenses a detailed report thereof and such
information relating thereto as the Company shall from time to time
require. Such information shall be sufficient to support the
deductibility of all such expenses by the Company for federal income
tax purposes.
2.2.3 During the term hereof, the Company shall maintain in
force the life insurance policy provided for in the Split-Dollar
Agreement among the Company and Executive and shall pay the life
insurance coverage amounts of the premiums under such policy.
2.2.4 The Company presently provides an automobile to
Executive under lease and the Company shall continue to pay the
lease cost of such automobile, and Executive shall continue to have
the right of the use thereof, until the expiration of the present
lease term for the automobile which expires in October, 2002.
Thereafter, for a period of 36 months, the Company will pay to
Executive a car allowance of $800 per month.
3. Term.
3.1 The employment of Executive hereunder shall be for a term
commencing on July 1, 2001 and expiring on June 30, 2006. Upon the
expiration of the initial term or any renewal term of Executive's
employment hereunder, the term of such employment automatically shall be
renewed for an additional term of one year commencing on June 1 and
expiring on the succeeding June 30 unless Executive or the Company shall
give notice of the termination of Executive's employment by written notice
to the other more than 120 days prior to the date of expiration of the
initial or any renewal term. In the event that such notice of termination
shall be given timely, Executive's employment with the Company shall
terminate at the expiration of the term for which such notice is given and
the Consultation Term of this Agreement shall commence on the day
following the date upon which Executive's employment hereunder shall
terminate.
3.2 The term of this Agreement shall be for a period of 20 years
commencing on July 1, 2001.
4. Consultation Term.
4.1 Upon the expiration or termination of the term, or any renewal
term of employment of Executive as provided in paragraph 3.1 hereof, other
than a termination of this Agreement by reason of an event of default
under paragraph 5 hereof, and commencing on the day following the date of
such expiration for the remainder of the term of this Agreement (the
"Consultation Term"), Executive shall be retained to provide consulting
services to the Company. During the Consultation Term, Executive shall
provide consulting services and advice to the Company as the Company may
reasonably request, from time to time, up to 40 hours per month. Such
consulting services shall include advice and consultation regarding the
business of the Company and may include,
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without limitation, (i) participation in distributor meetings and
activities, (ii) research and development regarding products, (iii)
evaluation of products and food technology. Executive shall not be
required to undertake any assignment inconsistent with the dignity,
importance, and scope of his prior position or with his physical and
mental health at the time. It is understood that Executive shall act
during the Consultation Term in the capacity of an independent contractor
and shall not be subject to the direction, control, or supervision of the
Company with respect to the time spent, research undertaken, or procedures
followed in the performance of his consulting services hereunder. In
particular, Executive will not be required without his consent to
undertake any assignment which would require him to leave his city of
residence at the time for purposes of such consultation.
4.2 During the term of the Consulting Term, the Company shall pay to
Executive the sum of $10,000 per month for his services as provided in
this paragraph 4.
4.3 During the term of the Consulting Term, the Company shall
reimburse Executive for all reasonable and necessary expenses incurred by
Executive in the performance of his duties hereunder, including without
limitation, travel, meals, lodging, office supplies or equipment subject
to such reasonable limitations, restrictions and reporting standards as
the Board of Directors of the Company may from time to time establish.
Executive shall provide to the Company promptly after incurring any such
expenses a detailed report thereof and such information relating thereto
as the Company shall from time to time require. Such information shall be
sufficient to support the deductibility of all such expenses by the
Company for federal income tax purposes.
4.4 During the term of the Consulting Term, the Company shall be
entitled to use the name and likeness of Executive, and to reproduce, copy
and disseminate, video and audio recordings of Executive, without
additional charge or payment to Executive, in connection with promotional
materials and activities of the Company.
4.5 The Company may terminate the Consultation Term and its
obligation to make payments of the consulting fees to Executive upon the
occurrence of an event of default with respect to Executive as provided in
paragraph 5 hereof.
5. Termination.
5.1 The Company shall be entitled to terminate this Agreement, and
Executive's employment or consultation with the Company, prior to the
expiration of its term or any renewal term, on the occurrence of an event
of default with respect to Executive as provided herein.
5.2 For purposes of this Agreement, an event of default with respect
to Executive shall include:
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5.2.1 Any failure by Executive to perform his duties,
responsibilities or obligations hereunder in a faithful and diligent
manner or with reasonable care and (if such failure can be cured)
the failure by Executive to cure such failure within 10 days after
written notice thereof shall have been given to Executive by the
Company;
5.2.2 A violation by Executive of any provision of this
Agreement and the failure by Executive to cure such violation (if
such violation can be cured) within 10 days after written notice
thereof shall have been given to Executive by the Company;
5.2.3 Commission by Executive of any material act of
dishonesty as an employee of the Company or of disloyalty to the
Company, or any wrongful or unauthorized appropriation, taking or
misuse of funds, property or business opportunities of the Company.
5.3 Executive shall be entitled to terminate his employment or
consultation with the Company under this Agreement prior to the expiration
of its term:
5.3.1 Upon the occurrence of an event of default with respect
to the Company; or,
5.3.2 At any time upon 270 days prior written notice to the
Company.
5.4 For purposes of this Agreement an event of default with respect
to the Company shall include:
5.4.1 Any failure by the Company to perform its obligations to
Executive under this Agreement and (if such failure can be cured)
the failure by the Company to cure such failure within 10 days after
written notice thereof shall have been given to the Company by
Executive;
5.4.2 The Company shall:
(a) admit in writing its inability to pay its debts
generally as they become due,
(b) file a petition for relief under any chapter of
Title 11 of the United States Code or a petition to take
advantage of any insolvency under the laws of the United
States of America or any state thereof,
(c) make an assignment for the benefit of its creditors,
(d) consent to the appointment of a receiver of itself
or of the whole or any substantial part of its property,
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(e) suffer the entry of an order for relief under any
chapter of Title 11 of the United Sates Code, or
(f) file a petition or answer seeking reorganization
under the Federal Bankruptcy Laws or any other applicable law
or statute of the United States of America or any state
thereof.
5.5 In the event of termination of this Agreement and Executive's
employment or consultation hereunder by the Company pursuant to paragraph
5.1 hereof, all rights and obligations of the Company and Executive
hereunder shall terminate on the date of such termination, subject to the
following:
5.5.1 Executive shall be entitled to receive (subject to any
rights of set off or counterclaim by the Company) all salary, fees,
additional compensation or benefits which shall have accrued prior
to the date of such termination and the obligation of the Company
for the payment of salary, consultation fees, additional
compensation or benefits shall terminate as at the date of such
termination;
5.5.2 All rights of the Company or Executive which shall have
accrued hereunder prior to the date of such termination, and all
provisions of this Agreement provided herein to survive termination
of employment of Executive hereunder, shall survive such termination
and the Company and Executive shall continue to be bound by such
provisions in accordance with the terms thereof;
5.6 In the event of termination of the Agreement by Executive in
accordance with paragraph 5.3 hereof, all rights and obligations of the
Company and Executive hereunder shall terminate on the date of such
termination, subject to the following:
5.6.1 Executive shall be entitled to receive all salary,
consultation fees, additional compensation or benefits which shall
have accrued prior to the date of such termination and the Company's
obligation for the payment of salary, consultation fees, additional
compensation or benefits shall terminate as of the date of such
termination;
5.6.2 All rights of the Company or Executive which shall have
accrued hereunder prior to the date of such termination and the
obligations of Executive pursuant to paragraphs 6, 7 and 8 provided
herein to survive termination of employment of Executive hereunder
shall survive such termination and the Executive shall continue to
be bound by such provisions in accordance with their terms.
5.8 This Agreement and all rights and obligations of the parties
hereunder shall terminate immediately upon the death of Executive except
that the Company shall pay to the heirs, legatees or personal
representative of Executive (i) all compensation or benefits hereunder
accrued but not paid to the date of Executive's death, and (iii) an
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amount equal to the total compensation which would have been payable to
Executive hereunder, but for his death, for a period of six months from
the date of his death.
6. Confidential Information.
6.1 "Confidential Information" means information disclosed by the
Company to Executive, or developed or obtained by Executive during his
employment or retention as a consultant by the Company, either before the
date or during the term of this Agreement, provided that such information
is not generally known in the business and industry in which the Company
is or may subsequently become engaged, relating to or concerning the
business, projects, products, processes, formulas, know-how, techniques,
designs or methods of the Company, whether relating to research,
development, manufacture, purchasing, accounting, engineering, marketing,
merchandising, selling or otherwise. Without limitation, Confidential
Information shall include all know-how, technical information, inventions,
ideas, concepts, processes and designs relating to products of the
Company, whether now existing or hereafter developed, and all prices,
customer or distributor names, customer or distributor lists, marketing
and other relationships, whether contractual or not, between the Company,
its suppliers, customers, distributors, employees, agents, consultants and
independent contractors but shall exclude the names of customers or
distributors known to Executive prior to the effective date hereof.
6.2 Executive agrees that, during the term hereof or while Executive
shall receive compensation hereunder and after termination of his
employment with the Company for so long as the Confidential Information
shall not be generally known or generally disclosed (except by Executive
or by means of wrongful use or disclosure), Executive shall not use any
Confidential Information, except on behalf of the Company, or disclose any
Confidential Information to any person, firm, partnership, company,
corporation or other entity, except as authorized by the President or the
Board of Directors of the Company.
7. Inventions.
7.1 "Inventions" shall mean discoveries, concepts, ideas, designs,
methods, formulas, know-how, techniques or any improvements thereon,
whether patentable or not, made, conceived or developed, in whole or in
part, by Executive.
7.2 Executive covenants and agrees to communicate and fully disclose
to the Board of Directors of the Company any and all Inventions made or
conceived by him during the term hereof or while receiving any
compensation or payment from the Company and further agrees that any and
all such Inventions which he may conceive or make, during the term hereof
or while receiving any compensation or payments from the Company, shall be
at all times and for all purposes regarded as acquired and held by him in
a fiduciary capacity and solely for the benefit of the Company and shall
be the sole and exclusive property of the Company. The provisions of this
subparagraph shall not apply
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to an invention for which no equipment, supplies, facilities or trade
secret information of the Company was used and which was developed
entirely on the Executive's own time, unless (a) the invention relates (i)
to the business of the Company, or (ii) to the Company's actual or
demonstrably anticipated research or development, or (b) the invention
relates to any work performed by Executive for the Company.
7.3 Executive also covenants and agrees that he will assist the
Company in every proper way upon request to obtain for its benefit patents
for any and all inventions referred to in paragraph 7.2 hereof in any and
all countries. All such patents and patent applications are to be, and
remain, the exclusive property of the Company for the full term thereof
and to that end, the Executive covenants and agrees that he will, whenever
so requested by the Company or its duly authorized agent, make, execute
and deliver to the Company, its successors, assigns or nominees, without
charge to the Company, any all applications, applications for divisions,
renewals, reissues, specifications, oaths, assignments and all other
instruments which the Company shall deem necessary or appropriate in order
to apply for and obtain patents of the United States or foreign countries
for any and all Inventions referred to in paragraph 7.2 hereof or in order
to assign and convey to the Company, its successors, assigns or nominees,
the sole and exclusive right, title and interest in and to such
Inventions, applications or patents. Executive likewise covenants and
agrees that his obligations to execute any such instruments or papers
shall continue after the expiration or termination of this Agreement with
respect to any and all such Inventions, and such obligations shall be
binding upon his heirs, executors, assigns, administrators or other legal
representatives.
8. Writings and Working Papers.
Executive covenants and agrees that any and all books, textbooks, letters,
pamphlets, drafts, memoranda or other writings of any kind written by him for or
on behalf of the Company or in the performance of Executive's duties hereunder,
Confidential Information referred to in paragraph 6.1 hereof and all notes,
records and drawings made or kept by him of work performed in connection with
his employment by the Company shall be and are the sole and exclusive property
of the Company and the Company shall be entitled to any and all copyrights
thereon or other rights relating thereto. Executive agrees to execute any and
all documents or papers of any nature which the Company or its successors,
assigns or nominees deem necessary or appropriate to acquire, enhance, protect,
perfect, assign, sell or transfer its rights under this paragraph. Executive
also agrees that upon request he will place all such notes, records and drawings
in the Company's possession and will not take with him without the written
consent of a duly authorized officer of the Company any notes, records,
drawings, blueprints or other reproductions relating or pertaining to or
connected with his employment of the business, books, textbooks, pamphlets,
documents work or investigations of the Company. The obligations of this
paragraph shall survive the term of employment hereunder or the termination or
expiration of the term or any renewal term hereof or the term or termination of
the Consultation Period.
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9. Covenant Not to Compete.
9.1 For purposes of this paragraph:
9.1.1 "Conflicting Organization" means any person, firm,
company, partnership, business, corporation or other entity engaged
in, or intending to engage in, research, development, production,
marketing or selling a Conflicting Product.
9.1.2 "Conflicting Product" means any product, process,
service or design which competes with, or is reasonably
interchangeable as a substitute for, any product, process, service
or design developed, planned, under development, produced marketed
or sold by the Company or any Affiliate during the term of the
covenant in this paragraph 9. Without limitation, Conflicting
Product includes any food product or nutritional supplement or
product, functional food, weight loss system or product, sports
nutrition product or similar product.
9.1.3 "Territory" means the geographic area within which the
Company or any Affiliate or any distributor or representative of the
Company or any Affiliate is actively engaged in the sale of, or
efforts to sell, the products of the Company or any Affiliate at any
time during the term of this Agreement.
9.1.4 "Network Marketing Company" shall mean any business,
company, corporation, partnership or enterprise engaged in the
business of the sale of food products, nutritional supplements,
functional foods or personal or skin care products through a network
of independent distributors who receive compensation, in part, based
upon the volume of sales or purchases of distributors sponsored by
them or their sponsored distributors.
9.1.4 "Affiliate" shall mean any corporation of which the
Company, or any Affiliate, shall own majority of the capital stock.
9.2 Executive acknowledges and agrees as follows:
9.2.1 That the Company and its Affiliates have developed, and
are developing and establishing, a valuable and extensive trade in
its services and products, including without limitation,
nutritional, food and dietary products, and that they have
developed, and are developing, operations and distributors to sell
such products and services throughout the United States and in
foreign countries.
9.2.2 That the Company and its Affiliates have developed, and
are developing, at great expense, technical information concerning
their products and methods of marketing and sale which are kept and
protected as Confidential Information and trade secrets and are of
great value to the Company and its Affiliates.
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9.2.3 That, during the course of his employment and
consultation with the Company or an Affiliate and during the term of
this Agreement, Executive has participated, and will participate, in
such matters and has acquired and will acquire, possession of
Confidential Information, and that Executive has had significant
responsibility for the development activities of the Company and the
development of unique products, methods and techniques of the
Company and its Affiliates.
9.2.4 That, for Executive to utilize Confidential Information
of the Company and its Affiliates, or unique skills, techniques or
information developed by him while an employee of, or consultant to,
the Company or its Affiliates for a Conflicting Organization within
the area or time provided herein would result in material and
irreparable injury to the Company.
9.2.5 That the area and conduct covered by the restrictive
covenant in this paragraph includes only a percentage of the total
number of organizations and individuals who are customers or
distributors or potential customer or distributors for products,
processes or services with respect to which Executive has knowledge
or expertise, that Executive would be able to utilize his knowledge,
experience and expertise for an employer while fully complying with
the terms of this paragraph and that the terms and conditions of
this paragraph are reasonable and necessary for the protection of
the Company's business and assets.
9.3 Executive agrees that, during the term of his employment
hereunder, during the term of the Consultation Term, for so long as
Executive shall be receiving compensation hereunder, and for a period of
36 months from and after the date of termination of his employment or
consultation hereunder, he will not, anywhere within the Territory,
directly or indirectly, whether as an employee, agent, officer,
consultant, partner, owner, shareholder or otherwise:
9.3.1 solicit, or enter into any arrangement or agreement
with, or participate with, provide services to, or be employed by
any person, company, partnership, business or corporation which
shall solicit, or enter into any arrangement with, any person who
is, or at any time during the term of this Agreement has been, a
distributor for the Company or any Affiliate, to become a
distributor for a Network Marketing Company ;
9.3.2 solicit for the sale of, or participate with, provide
services to, or be employed by any person, company, partnership,
business or corporation which shall solicit for the sale of, any
Conflicting Product by a Network Marketing Company to any person who
has been, during the term hereof, a customer of the Company or any
Affiliate; and
9.3.3 engage or participate in, be employed by, or provide
services or assistance to, any Conflicting Organization;
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Provided, however that:
(a) The foregoing provisions of paragraph 9.3 shall not apply in
the event that Executive shall terminate this Agreement for
cause pursuant to Paragraph 5.3.1 hereof.
(b) In the event that Executive shall terminate his employment or
consultation hereunder in accordance with Paragraph 5.3.2
hereof, Paragraph 9.3.3 shall be amended to provide as
follows:
Engage or participate in, be employed by, or provide services
or assistance to, any Network Marketing Company.
Nothing herein shall be deemed to restrict or prohibit Executive from (i)
performing services for, or providing advice or consultation to, a
business enterprise which is not a Conflicting Organization provided that
such activity does not interfere with the performance of services by
Executive to the Company as provided herein, (ii) personal investment
activities, including ownership of interests in business enterprises of
any kind (except any enterprise engaged in the sale of products or
services by means of network marketing), which investment activity may
include business non-compensated communications and advice to management;
provided that Executive shall not, without the express written consent of
the Company, permit the use or association of his name by or with, any
business enterprise or (iii) engaging in research and development
activities in connection with matters unrelated to the business of the
Company.
10. Specific Enforcement.
Executive is obligated under this Agreement to render service of a
special, unique, unusual, extraordinary and intellectual character, thereby
giving this Agreement peculiar value so that the loss of such service or
violation by Executive of this Agreement could not reasonably or adequately be
compensated in damages in an action at law. Therefore, in addition to other
remedies provided by law, the Company shall have the right during the term or
any renewal term of this Agreement (or thereafter with respect to obligations
continuing after the expiration or termination of this Agreement) to compel
specific performance hereof by Executive or to obtain injunctive relief against
violations hereof by Executive, and if the Company prevails in any proceeding
therefor, it will also be entitled to recover all costs and expenses incurred by
the Company in connection therewith, including attorneys' fees.
11. Assignment.
The rights and duties of a party hereunder shall not be assignable by that
party, except that the Company may assign this Agreement and all rights and
obligations hereunder to, and may require the assumption thereof by, any
corporation or any other business entity which succeeds to all or substantially
all the business of the Company through merger, consolidation or corporate
reorganization or by acquisition of all or substantially all of the assets of
the Company.
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12. Binding Effect. This Agreement shall be binding upon the parties
hereto and their respective successors in interest, heirs and personal
representatives and, to the extent permitted herein, the assigns of the Company.
13. Severability.
If any provision of this Agreement or any part hereof or application
hereof to any person or circumstance shall be finally determined by a court of
competent jurisdiction to be invalid or unenforceable to any extent, the
remainder of this Agreement, or the remainder of such provision or the
application of such provision to persons or circumstances other than those as to
which it has been held invalid or unenforceable, shall not be affected thereby
and each provision of this Agreement shall remain in full force and effect to
the fullest extent permitted by law. The parties also agree that, if any portion
of this Agreement, or any part hereof or application hereof, to any person or
circumstance shall be finally determined by a court of competent jurisdiction to
be invalid or unenforceable to any extent, any court may so modify the
objectionable provision so as to make it valid, reasonable and enforceable.
14. Notices.
All notices, or other communications required or permitted to be given
hereunder shall be in writing and shall be delivered personally or mailed,
certified mail, return receipt requested, postage prepaid, to the parties as
follows:
If to the Company: Xxxxxx X. Xxxxxxxxxx
Chief Executive Officer
Reliv' International, Inc.
P. O. Xxx 000
Xxxxxxxxxxxx, XX 00000-0000
If to Executive: Xxxx X. Xxxxxxxx
00000 Xxxx Xxxxx Xx.
Xxxxxxx, XX 00000
Any notice mailed in accordance with the terms hereof shall be deemed received
on the third day following the date of mailing. Either party may change the
address to which notices to such party may be given hereunder by serving a
proper notice of such change of address to the other party.
15. Entire Agreement.
This Agreement constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and supersedes all prior written or
oral negotiations, representations, agreements, commitments, contracts or
understandings with respect thereto and no modification,
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alteration or amendment to this Agreement may be made unless the same shall be
in writing and signed by both of the parties hereto.
16. Waivers.
No failure by either party to exercise any of such party's rights
hereunder or to insist upon strict compliance with respect to any obligation
hereunder, and no custom or practice of the parties at variance with the terms
hereof, shall constitute a waiver by either party to demand exact compliance
with the terms hereof. Waiver by either party of any particular default by the
other party shall not affect or impair such party's rights in respect to any
subsequent default of the same or a different nature, nor shall any delay or
omission of either party to exercise any rights arising from any default by the
other party affect or impair such party's rights as to such default or any
subsequent default.
17. Governing Law; Jurisdiction.
17.1 For purposes of construction, interpretation and enforcement,
this Agreement shall be deemed to have been entered into under the laws of
the State of Missouri and its validity, effect, performance,
interpretation, construction and enforcement shall be governed by and
subject to the laws of the State of Missouri.
17.2 Any and all suits for any and every breach of this Agreement
may be instituted and maintained in any court of competent jurisdiction in
the State of Missouri and the parties hereto consent to the jurisdiction
and venue in such court and the service of process by certified mail to
the addresses for the parties provided for notices herein.
[THE BALANCE OF THIS PAGE IS INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
RELIV INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
----------------------------
Authorized Officer
Attest:
/s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Secretary
EXECUTIVE:
/s/ Xxxx X. Xxxxxxxx
-------------------------------
Xxxx X. Xxxxxxxx
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