MASTER BROKER AGREEMENT
CERTAIN
PORTIONS OF THE EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
TREATMENT AND ALL NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES
AND
EXCHANGE COMMISSION
This
Agreement (hereinafter referred to as the “Agreement”) is
entered into as of August
15, 2007 by and between Royal Spring Water (hereinafter referred to as the
“Client”), 00000 Xxxxxx Xx., Xxx Xxxx, XX 00000 and Tank LLC, 000 Xxxxx Xxxxxx
Xxxxx, 0xx
Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx (hereinafter referred to as the
“Broker”.
WITNESSETH
WHEREAS, Client
is in the business of, among other things, the marketing and sales of Rhythm
Structured Water and other products; and
WHEREAS, Client
is desirous of retaining the services of a Master Broker; and
WHEREAS,
Broker is desirous of developing, consulting and brokerage services for Client
for the mutual benefit of both parties;
NOW,
therefore, in consideration of the above premises, the mutual promises and
covenants herein contained, and for other goods and valuable consideration,
the
sufficiency of which is hereby openly acknowledged and conferred by the parties
hereto, it is hereby agreed as follows:
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1.
|
Broker will provide exclusive consulting and brokerage services for Client as follows: Broker will identify and establish a network of highly qualified Sub-Brokers Sub Distributors and target top retailers and buyers for solicitation and placement of Client product by Broker. |
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2.
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Client agrees to pay Broker as follows for the services set forth herein; |
(A) A deferred, discounted monthly fee of $*||||||||||||||||||
payable as follows:
*||||||||||||||
on
execution of this Agreement
*||||||||||||||
on
September 15, 2007
*||||||||||||||
on
October 15, 2007
*||||||||||||||
on
November 15, 2007
*||||||||||||||
on
December 15, 2007
*||||||||||||||
on
January 15, 2007 and monthly thereafter until Agreement is terminated per
conditions contained herein.
| This fee will is recoupable by the Client from the Brokers commission of Five Percent (5%) of Gross Sales. Such commission to be paid with in 2 business days of Client receiving the funds. |
| (B) | Subject to prior approval, all reasonable and customary out-of-pocket expenses such as travel, meals, shipping, etc. shall be billed NET to Client and paid on receipt of Broker invoice and documentation. |
1
| Client acknowledges that Broker shall receive reasonable and customary commissions from Sub-Brokers and/or Distributors retained by Broker or Client as relates to the services as outlined herein. |
| 3. | This agreement shall be governed by and interpreted in according with the laws of California. |
| 4. |
All
notices, offers, acceptances, waivers and other acts under this agreement
shall
be in writing, and shall be sufficiently given if delivered to the
address
in person,
or
E-Mail,
or postage pre-paid by certified or registered mail, to the parties
at their address set forth herein, which shall be effective immediately
if
deliveries
in person or by
E-Mail,
and three days after deposit in the US
Mail.
|
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5.
|
It
is mutually understood by the parties hereto that the products as
set
forth herein produced by the efforts of the Broker, as set forth
herein,
shall be under the exclusive control of and solely owned by
Client.
|
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6.
|
Each
party agrees to indemnify, defend, and hold harmless the other party
against any liabilities, damages, losses, and costs (including reasonable
attorney's fees) incurred by the indemnified party arising from the
breach
of any representation, warranty, covenant, obligation or agreement
set
forth herein. Each party hereby agrees to promptly notify the indemnifying
party in writing of any identifiable claim. The indemnified party
shall
cooperate in all reasonable respect with the indemnifying party and
its
attorneys in the investigation, trial, defense and settlement of
any such
claim and any appeal. The indemnifying party hereby agrees and
acknowledges that the indemnified party may, through its attorneys
or
otherwise, at its own cost and expense, participate in any such
investigation, trial, defense and settlement that is being conducted
by
the indemnifying party. No settlement of a claim shall be entered
into
without the consent of the indemnified party if the settlement would
obligate that party, which consent will not be unreasonably
withheld.
|
|
7.
|
This
agreement contains the entire understanding among the parties and
supersedes any prior understanding or agreement, oral or
written.
|
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8.
|
This
agreement may not be assigned to any third party or parties without
written agreement of the parties
hereto.
|
|
9.
|
This
agreement may be terminated for cause by either party for a breach
of the
contracts and promise contained herein; however prior thereto, the
parties
shall use their best efforts, in good faith, to remedy any such
breach. Notice of any breach must first be communicated to the
particular party to remedy any alleged breach, prior to termination
of
this agreement for cause.
|
|
10.
|
Either
party may cancel this agreement without cause with thirty (30) days
notice
by certified mail.
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*-
THIS INFORMATION HAS BEEN REDACTED FROM THIS AGREEMENT BASED UPON THE
COMPANY’S
REQUEST FOR CONFIDENTIAL TREATMENT OF SUCH INFORMATION. ALL NON-PUBLIC
INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION
2
IN
WITNESS WHEREOF, the parties hereto have executed this agreement on
August
15, 2007.
By:
/s/Tank By:_________________________
Tank,
LLC Royal
Spring Water
