Exhibit 6.3
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DISTRIBUTION AGREEMENT
AGREEMENT by and among Technical Sourcing International Inc., a Montana
Corporation ("Distributor") and NuCycle Therapy, Inc., a New Jersey Corporation
("Manufacturer").
WHEREAS, Distributor is in the business of marketing ingredients to the
Dietary Supplement industry;
WHEREAS, Manufacturer owns and uses certain patented processes and other
processes for the manufacture of ingredients for the Dietary Supplement Industry
("Products");
WHEREAS, Manufacturer desires to appoint Distributor and Distributor agrees
to become a Distributor in accordance with the terms and conditions of this
agreement;
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1) Manufacturer hereby agrees to sell bulk mineral products ("Products")
through the Distributor to the Distributor's customers during the term of this
Agreement.
2) Distributor hereby agrees to use it's Best Efforts to promote the sale
of the Manufacturers' Products during the term of this Agreement.
3) Either party may terminate this Agreement by sending three months prior
written notice of termination in accordance with the notice provisions of this
agreement.
4) As consideration for the Distributor's exercise of it Best Efforts to
market the products of the Manufacturer, Manufacturer hereby covenants and
agrees that for a three year period after termination of this Agreement,
Manufacturer will pay Distributor a fee equivalent to Distributor's normal xxxx
up for any products sold directly or indirectly to any customer who purchased
these products from Distributor during the term of this Agreement. Manufacturer
agrees to make these payments hereunder on a monthly basis on or before the 15th
day of the month following Manufacturer's receipt of payment from the respective
customers. Manufacturer hereby acknowledges that in the event it terminates
this agreement, it will advise all of it's customers or future distributors of
these provisions and will obtain written undertakings by it's customers and
Distributors to abide by the terms and conditions of this Agreement.
5) Manufacturer hereby grants to Distributor a right to audit
manufacturer's books and records to insure compliance by the manufacturer of its
obligations under paragraph 4 hereof to pay Distributor the fee equivalent to
Distributor's normal markup for any product sold after termination of this
Agreement. Distributor shall notify Manufacturer of it's election to audit the
books and records of Manufacturer by sending a written notice and Manufacturer
hereby grants Distributor a right to conduct this audit during normal business
hours. The cost of this audit shall be paid by the Distributor unless there is a
discrepancy of more than 10% of the amount paid to Distributor in which event
the Manufacturer shall pay for the reasonable costs of this audit.
6) If any of the provisions of this Agreement shall be adjudicated to be
invalid or unenforceable, that provision shall be deemed to be amended and the
portion that is thus adjudicated to be invalid and unenforceable shall be
deleted and the balance
of the agreement shall be enforced to the fullest extent possible under the laws
and public policies that apply in each jurisdiction in which enforcement is
sought.
7) Any notice required or permitted to be given under this Agreement shall
be sufficient if in writing and sent certified mail, return receipt requested,
to the recipient.
8) A waiver by any party of a breach or of any provision of this Agreement
by the other party shall not operate or be construed as a waiver of any
subsequent breach by the other party.
9) This instrument contains the entire Agreement of the parties. It may
not be changed except by a writing signed by the party against whom enforcement
of any waiver, change, modification, extension or discharge is sought.
IN WITNESS WHEREOF the parties have executed this agreement.
TECHNICAL SOURCING INTERNATIONAL, INC.
/s/ Xxxxx Xxxx
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by: Xxxxx Xxxx, Executive Vice President
NUCYCLE THERAPY, INC.
/s/ Xxxx Xxxxxx
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by: Xxxx Xxxxxx, CEO
