MED GEN INC.[TM]
Sales Marketing and Distribution Agreement
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AGREEMENT made as of this 25th day of August, 1999 (the "Agreement") by
and between Med Gen Inc., ("MGI") a corporation organized and existing
under the laws of the State of Nevada having its principal address at
0000 Xxxxx Xxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000 and Reshet Inc. of
Wave Guard, located at 000 Xxxxxxxxxx Xxxxx, Xxxxxxxx, XX 00000 a
New Jersey Corporation organized under the laws of the State Of New
Jersey ("Manufacturer" or "WG")
1. APPOINTMENT:
(a) On the terms and conditions set forth below, and in
consideration of the mutual Covenants contained herein,
Manufacturer appoints MGI as its exclusive sales, marketing
and distribution agent as more particularly explained in
"Exhibit A" attached hereto and made a part of this Agreement.
This Agreement pertains to the WG product line and other
products that WG might so designate by addendum to this
contract.
(b) MGI. agrees to pay WG under the terms and conditions as
set forth in the PRICE SCHEDULE that is made a part of this
Agreement.
2. CHARGEBACKS
Should the product be determined to be defective or in a
condition that prohibits MGI from distributing the product
as intended, MGI will notify WG in writing of such event and
MGI will return this product to WG for full credit,
including any extraordinary charges that might have been
caused by the products defectiveness.
3. TERRITORY
During the term of this Agreement, MGI may solicit orders
for the Products from accounts nationwide and MGI will own
the rights to the Internet and will have exclusive rights
for sales, marketing and distribution as represented by this
Agreement (see Exhibit A).
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0000 Xxxxx Xxxx, Xxxxx 000, Xxxxx, XX 00000 000-000-0000 954-423-9612-Fax
email: xxxx@xxxxxxx.xxx xxx.xxxxxxx.xxx
4. TERM AND TERMINATION
The term of this agreement shall commence on the date
above and continue in force until terminated pursuant to
Paragraph 5.
5. TERMINATION
(a) No Party may terminate this agreement without giving
the other party sixty (60) days written notice unless
termination is caused by acts that would cause irreparable
harm to either MGI or Manufacturer.
(b) Notwithstanding the provisions of subparagraph (a),
either party may terminate this Agreement upon twenty-four
(24) hours written notice if a trustee or receiver is
appointed for or applied for by the other party, or if the
other party ceases to function as a going business or to
conduct operations in the normal course of business as
contemplated by this Agreement.
(c) Notwithstanding anything to the contrary in this
Agreement in the event of termination of this Agreement, for
any reason, MGI shall be obligated to pay Manufacturer for
any invoices outstanding and due.
6. RESPONSIBILITIES OF MGI and Manufacturer
MGI agrees that it will observe and strictly adhere to the
following requirements: (1) no oral or written statement
will be made to any prospective purchaser of Manufacturer s
products which is contrary to the facts and provisions set
forth in the promotional material supplied to MGI from time
to time by Manufacturer.
Manufacturer agrees that it will supply MGI with
documentation that will support all manufacturer claims and
representations. Further, Manufacturer will hold MGI
harmless for any actions, legal or otherwise, emanating from
claims and representations made by Manufacturer to MGI and
provided for in the documentation delivered to MGI
supporting said claims and representations. Manufacturer
further agrees that it will pay all costs, including court
costs and attorney s fees should any legal action arise that
would require MGI to protect itself and support the above
mentioned claims that MGI put forth on behalf of
Manufacturer in the normal course of business.
7. MUTUAL INDEMNIFICATION
Manufacturer shall indemnify and hold MGI free and harmless
from and against any and all claims, demands, loss or damage
in any way arising out of or based upon claims of Copyright
and/or trademark infringement with respect to any Product,;
or impure, adulterated, mislabeled, misbranded or defective
Products sold by Manufacturer prior to, during, or
subsequent to the term of this Agreement or any other claim
relating to the Product not directly caused by the
negligence of MGI; including, without limitation, reasonable
expenses and/or attorney s fees expended by Broker, in the
investigation or defense of any such claim.
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MGI shall indemnify and hold Manufacturer free and harmless
from and against any and all claims, demands, loss or damage
in any way arising out of, or based upon claims arising out
of the actions that MGI might have made relating to the sale
and/or distribution of products manufactured by WG.
Specially, claims that are made and are not authorized by
Manufacturer on Infomercial, radio broadcasts and other
advertising materials produced, but not approved by
Manufacturer.
8. COMPETITORS REPRESENTED
MGI agrees that while this contract is in full force and
effect, MGI will not offer for sale, distribution or
otherwise market a like product.
9. INDEPENDENT CONTRACTOR
MGI represents that it is an Independent Contractor and as
such is not under the direct control of the Manufacturer.
MGI agrees to pay for its own expenses and other related
expenses and costs in the daily nmning of its business; and,
unless expressly provided for in a separate agreement, such
as industry conferences and conventions, the Manufacturer
will not be made responsible for any of these expenses
unless provided fur in writing and signed by both parties.
10. NOTICE
Any notice required herein to be given in writing shall be
sent by regular or overnight mail or faxed to the other
party as follows:
If to Med Gen Inc.:
Med Gen Inc.
Attn: Xxxx X. Xxxxxxxx
0000 Xxxxx Xxxx, Xxxxx 000
Xxxxx, XX 00000
If to Wave Guard:
Wave Guard
c/o Reshet Inc.
000 Xxxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
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11. COMPLIANCE WITH APPLICABLE LAW
The parties each agree that in performing their respective
obligations under this Agreement, they will comply with all
applicable federal, state and local statutes, rules and
regulations.
12. MISCELLANEOUS PROVISIONS
(a) Neither party to the agreement is an agent;
representative or employee of the other, but rather is
an independent business and all obligations of any kind
by either party are the sole obligations of the party
incurring the obligation.
(b) This Agreement shall be construed and interpreted in
accordance with and shall be governed by the laws of
the State of Florida, County of Broward.
(c) This Agreement is not assignable by either party.
(d) The terms of this Agreement can only be changed,
amended or modified in writing signed by duly
authorized individuals of both parties.
(e) MGI and Manufacturer agrees that this Agreement and any
applicable schedules will be the complete and exclusive
statement of the Agreement between the parties,
superseding all proposals or prior agreements, oral or
written, and all other communications between the
parties relating to the subject matter hereof.
(f) Both parties will initial each page of this Agreement,
including Schedule "A" and "B".
Wave Guard Med Gen Inc.
By: Reshet, Inc. By: Xxxx X. Xxxxxxxx
Title: Title: President
Signature: /s/ Signature: /s/Xxxx X. Xxxxxxxx
Date: 9/2/99 Date:
Witness: Witness:
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Exhibit A
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Territory
Electronic Media: Infomercials
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Exclusive Nationwide distribution rights. No exceptions.
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Exhibit B
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TERMS OF SALE
Price list
ITEM #: CG4OI
ITEM DESCRIPTION: Wave Guard Ear Piece and Antenna Absorber
PRICE: $6.00
FREIGHT: FOB Ewing, NJ
Allowances &
Ouantitv Discounts: NONE
MINIMUM ORDER: 100 cases
PAYMENT TERMS: 50% Prepayment with Order
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