DISTRIBUTION AGREEMENT
THIS AGREEMENT is between Xxxxxxx X. Xxxxx (XXXXXXX X. XXXXX) and the
undersigned Proformance Research Organization, Inc./authorized Distributor
(DISTRIBUTOR). This agreement does not establish a franchise, sub franchise,
agency or any relationship other than a distributor relationship. Neither
XXXXXXX X. XXXXX nor DISTRIBUTOR has any authority to make representations,
warranties or agreements for the other party.
1. SCOPE OF AGREEMENT. Xxxxxxx X. Xxxxx warrants that they have the
right to grant the rights defined herein. The DISTRIBUTOR has the right, but
not the obligation, to sell, XXXXXXX X. XXXXX'X "Golf related materials".
"Golf related materials" are golf exercised fitness programs authored by
XXXXXXX X. XXXXX.
2. NATURE OF THE RELATIONSHIP. The success or failure of the
DISTRIBUTOR'S business is the responsibility of the DISTRIBUTOR and XXXXXXX
X. XXXXX does not make any projection or guarantee as to the success of the
DISTRIBUTOR business. XXXXXXX X. XXXXX does not exercise control over the
DISTRIBUTOR'S business methods or offer advice on how to run DISTRIBUTOR'S
business.
XXXXXXX X. XXXXX does require that DISTRIBUTOR not affect XXXXXXX X.
XXXXX goodwill, copyrights, trademarks, and valuable business reputation by
acting in a disreputable, illegal, immoral or unprofessional manner and
DISTRIBUTOR hereby agrees not to act in such a manner or make representations
that are not within the bounds provided by XXXXXXX X. XXXXX in any manner.
3. DISTRIBUTION RIGHTS. The DISTRIBUTOR is granted non-exclusive
distribution rights for the marketing of the "Golf related materials" through
the distributors Golf Schools, Learning Centers and Certified Instructors, as
long as the DISTRIBUTOR is in compliance with the terms of this Agreement.
The provision does not exclude XXXXXXX X. XXXXX from marketing in any area.
The DISTRIBUTOR may directly or indirectly "including through
sub-distributors, wholesalers, agents and persons similar to the DISTRIBUTOR)
sell any products or services to any person in any area as well. If the
DISTRIBUTOR sells to other persons for re-sale, or otherwise has other
persons sell products sold by DISTRIBUTOR will assure that such person do not
violate this Agreement and a violation by such persons shall be considered a
violation by the DISTRIBUTOR.
4. USE OF XXXXXXX X. XXXXX'X PROFESSIONAL IDENTITY. Subject to the
terms and conditions contained in this agreement, and Xxxxxxx X. Xxxxx review
and written approval, XXXXXXX X. XXXXX hereby grants to DISTRIBUTOR the right
to utilize XXXXXXX X. XXXXX identity in connection with the packaging and any
advertising and promotion of the "Golf related materials" and/or
DISTRIBUTOR'S business. XXXXXXX X. XXXXX shall make a representative
available for reasonable advertising and or promotional efforts made by the
DISTRIBUTOR, at company's expense, one day each quarter, if so desired, by
the DISTRIBUTOR, such efforts shall require 30 days notice.
5. CONFIDENTIALITY. If the DISTRIBUTOR receives any confidential
information from XXXXXXX X. XXXXX, the DISTRIBUTOR will not disclose such
information to any third person and will use that information only in the
name of XXXXXXX X. XXXXX copyrighted and licensed to DISTRIBUTOR. This
provision shall be enforced by a court to the maximum extend and duration
permitted under applicable law and the court may modify this provision to
accomplish its intended purpose to the maximum extent.
6. TERM AND TERMINATION. The Term of this Agreement shall be one year
from the date of execution, subject to automatic renewal each year for a
period of three years unless otherwise terminated. Termination - Either party
may terminate this Agreement upon 90 (ninety) days written notice. It is
expressly understood that, in the event the DISTRIBUTOR is in breach of this
agreement via a breach of agreement by sub-distributor, termination of the
sub-distributor agreement shall be deemed to be remedy of the breach.
7. CHOICE OF LAW AND VENUE. This Agreement is governed by the laws of
Colorado (including laws on the amount and type of damages that may be
awarded), excluding laws on choice of law. The federal and state courts
located in Denver, Colorado shall be the exclusive forum for any suit or
proceeding, and each party hereto hereby consents to the jurisdiction of such
courts, provided, however, the XXXXXXX X. XXXXX may elect to bring a suit or
proceeding against the DISTRIBUTOR in another appropriate jurisdiction.
MISCELLANEOUS.
a. The Distributor has all rescission rights, if any provided by
state or federal law.
b. Notices hereunder will be given by Certified Mail.
c. Provisions, which by their sense should survive termination of
this Agreement, including the confidentiality provisions and
prohibitions on reproduction of materials or production of
similar materials, shall survive termination.
d. A party shall not be liable for any delays or inability to
perform, which is outside its reasonable control.
e. The DISTRIBUTOR is responsible for collecting and remitting all
sales, use and other taxes on sales by the DISTRIBUTOR.
f. XXXXXXX X. XXXXX will offer training regarding to the DISTRIBUTOR
and of their employees and sub-distributors at no cost.
g. This is an integrated agreement. No promises or representations
have been made by one party to the other that are not set forth
in this document.
DISTRIBUTOR: Proformance Research Organization, Inc.
BY: /s/ Xxxxxxx Xxxxxx 5-1-96
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Date
BY: /s/ [Illegible] 5-1-96
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Date
