1
EXHIBIT 10.10
RETAIL MERCHANDISE PURCHASE AND SALES AGREEMENT
SELLER:
AMAZON NATURAL TREASURES, INC. a corporation organized
and existing under the laws of the State of Utah having offices
at 0000 X. Xxxxxxx Xxx., Xxxxx X, Xxx Xxxxx, Xxxxxx 00000
PURCHASER:
XX. XXXXXXX X. ROBIRD, CHIROPRACTIC PHYSICIAN,
INDIVIDUALLY AND DBA APPLIED HEALTH DYNAMICS
To Xx. Xxxxxxx:
This letter agreement ("Agreement") constitutes the
understanding and agreement by and between AMAZON NATURAL TREASURES, INC. a
corporation organized and existing under the laws of Utah having offices at 0000
X. Xxxxxxx Xxx., Xxxxx X, Xxx Xxxxx, Xxxxxx 00000, (hereinafter referred to as
the "Seller") and XX. XXXXXXX X. XXXXXXX, CHIROPRACTIC PHYSICIAN, INDIVIDUALLY
AND DBA APPLIED HEALTH DYNAMICS, having offices at the Chiropractic Specialty
Center, 0000 X. Xxxxxxx #000, Xxx Xxxxx, Xxxxxx 00000 (hereinafter referred to
as the "Purchaser"), whereby Seller will sell to Purchaser, and Purchaser will
purchase from Seller, all of the products of every kind and nature offered for
sale by the Seller in the marketing of its products for Twenty Percent (20%)
less than the suggested retail price at the time of purchase of the product by
Purchaser from Seller. Purchaser agrees that he will sell said products for the
suggested retail price then in effect.
In consideration of the premises and the mutual covenants and
conditions herein contained, the Seller hereby agrees with you as follows:
1. Agreement to Sell and Purchase the Products. The Purchaser
agrees to purchase from Seller, and Seller agrees to sell to the Purchaser, upon
the terms and conditions hereinafter set forth, the Products for the purchase
price of Twenty Percent less than the suggested retail price then in effect on
the date of purchase of product by Purchaser payable by check or wire transfer
of immediately available funds on said date.
2. General. This letter agreement shall bind and inure to the
benefit of the Purchaser, the Seller and their respective successors and
assigns. The terms and provisions of this letter agreement may not be modified
or amended, or any of the provisions hereof waived except, in the case of
modification and amendment, pursuant to the written consent of the parties to
this letter agreement, and, in the case of waiver, pursuant to a
2
2
writing by the party so waiving. Section headings in this letter agreement are
for convenience of reference only and shall not be considered a part of or
affect the construction or interpretation of any provision of this letter
agreement. The invalidity or unenforceability of any term or provision of this
letter agreement shall not impair or affect the remainder of this letter
agreement, and the remaining terms and provisions hereof shall not be
invalidated but shall remain in full force and effect. This letter agreement
shall be governed by and construed in accordance with the laws of Nevada and any
action, claim or proceeding brought hereunder shall be commenced exclusively in
the federal or state courts located in such State.
3. Confidentiality.
(a) Purchaser recognizes that trade secrets and
other proprietary information of Seller may be conveyed to Purchaser pursuant to
this Agreement, and Purchaser agrees to keep such information in confidence and
not to disclose it during or within Ten (10) years after the term of this
Agreement to third parties other than Purchasers Affiliates that shall be bound
by confidentiality restrictions as set forth herein.
(b) The restrictions set forth in subparagraph (a)
of this paragraph shall not apply to any information (i) well-known and in the
public domain at the time of disclosure; (ii) known to Purchaser at the time it
was disclosed to it by Seller as shown by documentation establishing such prior
knowledge; (iii) disclosed with the prior written approval of Seller; and (iv)
rightfully disclosed to Purchaser by a third party other than a Seller
Affiliate.
4. Relationship. Purchaser and Seller shall act as principals
in all respects hereunder, and nothing herein shall be construed to constitute
either as the agent, partner, or joint venturer of the other.
5. Trademark. Purchaser recognizes that the name and
registered trademark "AMAZON NATURAL TREASURES, INC." ("Trademark"), has become,
by reason of the excellence of the products it identifies and its continued use
in commerce, a recognized symbol of quality and is of unique and exceptional
value. Accordingly:
(a) Purchaser acknowledges that Seller has the
exclusive ownership and right to use the Trademark in the distribution and sale
of Products and Purchaser will never contest such ownership and right.
3
3
(b) Neither Purchaser nor any Affiliate will use
the Trademark as a part of its corporate name without the prior written consent
of Seller, which consent Seller may deny or may grant on such terms and
conditions as Seller may from time to time prescribe and which Seller may
withdraw at any time, all in the absolute discretion of Seller.
(c) Any particular use of the Trademark by Purchaser
will be discontinued immediately if, in the exercise of its sole judgment,
Seller deems such use inconsistent with the reputation and standing of Seller,
or with the Seller's business, advertising or public relations policies.
6. Pricing. The Purchaser shall pay to Seller, for purchase of
all the Seller's products, Eighty Percent (80%) of the then existing Seller
suggested retail price at the time of purchase. Further, Purchaser will not
sell product for a price less than the suggested retail price.
7. Miscellaneous.
(a) Nothing contained in this Agreement shall be
construed as (i) a warranty or representation as to the validity or scope of any
patent, efficacy, or claim for the products; (ii) an agreement to bring or
prosecute actions or suits against third parties for infringement, or conferring
any rights to bring or prosecute actions against third parties for infringement;
(iii) conferring any rights to use in advertising, publicity, or otherwise, any
trademark, trade name or names, or any contraction, abbreviation, or simulation
thereof, of Seller except as provided herein; (iv) conferring by implication,
estopped, or otherwise, upon Purchaser any license or other right in or to any
patent, trademark, copyright or know-how.
(b) No delay or failure of either party in exercising
any right hereunder shall affect such right, nor shall any single or partial
exercise of any right preclude any further exercise thereof. No modification,
amendment, addition, or waiver, of any of this Agreement shall be effective
unless set forth in a writing signed by Seller and Purchaser which specifically
states that such writing is to be a modification, amendment, addition, or
waiver, and then only in that specific instance and for which given.
(c) This Agreement contains the entire and complete
understanding of the parties with respect to the subject matter and merges all
prior and contemporaneous understandings.
(d) This Agreement may not be assigned by Purchaser
without the prior written consent of Seller, which shall not be unreasonably
withheld; this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns and sublicensees.
4
4
(e) No remedy conferred herein is intended to be
exclusive of any other remedy and each and every such remedy shall be cumulative
and in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute or otherwise.
(f) Each of the parties hereto shall make, do or
cause to be done, such further acts and things, and execute, acknowledge, and
deliver, such instruments and documents as may be necessary to effectuate the
purposes and intent of this Agreement.
(g) The invalidity, partial failure of consideration,
or unenforceability, of any particular provision of this Agreement shall not
affect the validity or enforceability hereof.
(h) This Agreement shall be governed by the laws
of the State of Nevada.
Please confirm your agreement with the foregoing by signing
this letter agreement in the space provided below and returning an executed copy
to the attention of the undersigned.
Very truly yours,
Amazon Natural Treasures, Inc.
BY: /s/ Xxxxxxx X. Xxxxxx, President
--------------------------------
12-10-96
ACCEPTED AND AGREED TO, and
intending to be legally bound as of the
date first above written:
Xx. Xxxxxxx X. Xxxxxxx dba Applied Health Dynamics
BY: /s/ Xxxxxxx X. Xxxxxxx
----------------------
