Exhibit 10.09
This Agreement is made as of the 29th day of December 1999 by and between
HealthLink International Inc. a Nevada corporation. 000 Xxxxxxxx Xx., Xxxxx 000,
Xxxxxxxxxxx, XX 00000 ("HLI") and Purchase Plus Buyers Group, INC., an Ohio
corporation, 000 Xxxxxxxx Xx., Xxxxxxxxxxx, XX 00000 ("PPBG").
Recitals
--------
HLI owns the rights to distribute and sell in the United States of America
(the "Territory") certain dietary supplement products more specifically
described in Exhibit A attached hereto and incorporated herein (the "Products").
PPBG markets consumer products and services through a nationwide
organization of independent sales associates utilizing a network marketing
program and desires to offer the Products for sale through its network of sales
associates.
HLI is willing to sell the Products to PPBG for resale through its network-
marketing program subject to the terms and conditions of this agreement.
Therefore in consideration of the forgoing and for other good and valuable
consideration, the parties agree as follows:
I. Marketing Rights
A. HLI herby grants to PPBG the rights to market the Products in the
Territory subject to the terms and conditions set forth herein.
B. The marketing rights granted hereby shall be exclusive as to
resale of the Products in the network marketing distribution
channel in the Territory provided PPBG is in compliance with the
minimum purchase and inventory control requirements of the set
forth in paragraph III D.
II. HLI Obligations
A. HLI shall supply PPBG such amounts of the products as PPBG needs,
subject to other terms and conditions set forth herein.
B. Products shall be manufactured and packaged according to the
standards of the nutritional supplement industry in the United
Sates, shall by licensed, permitted. and certified as necessary
Dietary supplement Product Marketing License and Supply Agreement
for sale within the United States and shall be labeled in
compliance with the requirements of applicable regulatory
agencies.
C. HLJ shall indemnify, defend and hold harmless PPBG, its
affiliates. officers and independent sales associates from and
against any and all claims, demands, losses, costs, expenses,
obligations, liabilities, damages, recoveries, and deficiencies,
including reasonable attorney's fees and costs that PPBG, its
affiliates, officers and independent sales associates may incur
or suffer, which arise, result from, or relate to HLI's
performance, or failure to perform, the warranties, duties and
responsibilities delineated in paragraph II. B., above.
III. PPBG Obligations
A. PPBG shall pay the prices set forth for the Products in Exhibit
A. Prices shall include cost of manufacture, packaging, labeling,
and certain promotional services.
B. These prices set forth in Exhibit A may be adjusted by HLI upon
90 days notice to PPBG. Such adjustments shall be based upon
actual increases of costs passed on to HLI from its suppliers and
shall be made to ensure HLI's margin of profit contemplated under
prices set forth in Exhibit A.
C. PPBG shall pay RU the full price for the initial purchase order
for the Products upon submission of its purchase order.
Thereafter, PPBG shall pay one-half of the price concurrently
with the submission of its purchase order and the balance upon
delivery.
D. The marketing rights granted herein in Section I shall remain
exclusive so long as PPBG maintains the minimum purchases and
pays the corresponding fee in each period as set forth below:
15,000 Units of each Product depicted on Exhibit A each three (3)
month period commencing April 1, 2000. This requirement is in
addition to any purchases made before April 1, 2000 including the
initial purchase order described in paragraph III E.
If additional Products are added to Exhibit A by addenda, the
three month minimum purchase requirements shall be as agreed upon
and set forth in the addenda and the three (3) month period as to
2
Dietary Supplement Product Marketing License and Supply Agreement
each such product will commence on the date of each addenda or as
specified in the addenda.
Purchases in excess of the minimum purchase requirement shall not
be applied to the requirements of any other three-month period.
The parties agree minimum quantities may be subject to the
manufacturer's guidelines. In such case, PPBG will purchase
minimums as required by the manufacturer.
E. PPBG will specify in each Purchase Order the quantity of Products
to be delivered and HLI shall cause same within sixty (60) days
following receipt of the Purchases Order. Concurrently upon the
execution of this Agreement, PPBG will submit its initial
Purchase Order for the following products:
Number of Capsules
Product Units Per Unit
------- ----- --------
Daily 10,000 60
911 10,000 30
Allergy 5,000 60
Antioxidant 10,000 60
F. PPBG and its affiliates shall not modify, revise, repackage or
relabel any of the products prior to sale or distribution of the
products. PPBG its' affiliates and its' or their independent
associates or distributors shall not make any claims or
representations regarding the nature of composition of the
products or the performance attributes thereof which claims or
representations are not wholly encompassed within the claims made
in the labeling, use instructions or marketing literature or
materials prepared or approved in writing for PPBG, or which are
otherwise not specifically approved in writing by HLI's supplier
prior to their use or publication by PPBG or its' associates.
G. On or before the last day of each month, PPBG shall provide to
HUI reports reflecting all sales of Products during the
immediately preceding month and all sales on a year-to-date basis
3
Dietary Supplement Product Marketing License and Supply Agreement
through the end of the immediately preceding month, and the
anticipated productior and ordering schedule for the three-month
period following the datc of each report.
H. PPBG shall indemnify, defend, and hold harmless HUI, its
affiliates and officers from and against any and all claims,
demands, losses, costs, expenses, obligations, liabilities,
damages, recoveries, and deficiencies, including reasonable
attorney's fees and costs that HLI may incur or suffer, which
arise, result from, or relate to any violation by PPBG, its'
affiliates, or any of their independent sales associates of the
restrictions of paragraph 111. F.
IV. Term
The initial term of this agreement shall run for a period of three (3)
years from the effective date hereof. Thereafter this agreement may be
renewed at PPBGs option for a renewal term of five (5) years provided
the minimum quantities provided for in III D shall be increased to
25,000 Units per month for each product except Allergy which shall be
increased to 12,500 per month.
V. Miscellaneous
A. Independent Contactor
The Parties acknowledge and agree that each is an independent
contractor and that neither party shall be considered to be the
agent, representative, master or servant of the other for any
purpose whatsoever and that neither party has any authority to
enter into any contract to assume any obligations or to give any
warranties or representations on behalf of the other party
hereto. Nothing in this Agreement shall be construed to create a
relationship of partners, joint venturers, fiduciaries, agency or
any other similar relationship between the parties.
B. This agreement may not be assigned except to an Affiliate or,
with the permission of the other party, which permission cannot
be unreasonable withheld, to the buyer of the party's entire
business.
C. No amendement, modification, or supplement to this Agreement
shall be Binding on any of the parties unless it is in writing
and signed by the parties in interest at the time of the
modification.
4
Dietary Supplement Product Marketing License and Supply Agreement
D. This Agreement has been entered into in the State of Ohio and all
questions with respect to this Agreement and the rights and
liabilities of the parties hereto shall be governed by the laws
of the State of Ohio.
In witness whereof the parties have signed this Agreement to be effective
on the date first indicated above.
HealthLink International, Inc. (HLI)
By
------------------------------------
Its
------------------------------------
Purchase Plus Buyers Group, Inc. (PPBG)
By
-----------------------------------
Its
----------------------------------
5
Exhibit A
Allergy
Quantity per bottle: 60 capsules
Capsule size: #1 gelatin
Bottle size: 100cc
Shelf life: 2 years
Formula:
Adrenal (whole gland) 25mg
Pantothenic acid 50mg
Stinging nettle leaf powder 100mg
Ai/E 25mg
In a base of arrowroot, silica, magnesium stearate.
Antioxidant (modified 12/7/99)
Quantity per bottle: 60 White capsules
Capsule size: #0 White gelatin
Bottle size: 100cc
Shelf life: 2 years
Formula (Two capsules contain):
CoEnzymeQlO 30mg
Vitamin A 2000 IU
Vitamin E (d alpha tocopheryl) 150 IU
Selenium (selenomethionine) 26mcg
Zinc 10mg
Grape Seed Extract 30mg
Bioflavonoid Complex 50 mg
Quercitin 100mg
L-Glutathione 50mg
Bilberry 30mg
Green Tea Extract 50mg
Hesperidin (40% complex) 100mg
Taurine 50mg
Lipoic Acid 24mg
L-Carnitine 50mg
Manganese (Amino acid chelate) 6mg
Ai/E 4mg
Xxxxxxxx 24mg
Exhibit a
Daily
Quantity per bottle: 60 capsules
Capsule size: #1 gelatin
Bottle size: 100cc
Shelf life: 2 years
Formula:
Vitamin C 17.0mg
Vitamin B1 .8mg
Vitamin B2 .5mg
Vitamin B3 5.3mg
Vitamin B6 1.3mg
Vitamin B12 1.7mg
Pantolhenic Acid 2.7mg
Biotin 53.3mg
Calcium 66.7mg
Magnesium 26.7mg
Folic Acid 100.0mg
Zinc .8mg
Ai/E 50.0mg
In a base of Astragalus
Trace amounts of amino acids from protein hydrolysate.
911
Quantity per bottle: 30 capsules
Capsule size: #1 gelatin
Bottle size: 75cc
Shelf life: 2 years
Formula:
Echinacea 100mg
Siberian Ginseng 100mg
Ai/E 100mg
