Exhibit 10.10
SALES AGREEMENT
This agreement effective as of the 15th day of March, 2000, is by and between
LAMAZE from AMI, Inc., a Corporation organized and existing under the laws of
the State of New York, having a place of business at 000 Xxxxxxx Xxxx Xxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("LAMI") and THE ROSE GROUP CORPORATION OF
NEVADA, a Corporation organized and existing under the laws of the State of
Nevada, and having a place of business at 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxxxxx,
Xxxxxxx, 00000-0000 ("ROSE").
W I T N E S S E T H
WHEREAS, LAMI represents that it has the exclusive right and license to use the
federally registered trademark LAMAZE in conjunction with the advertising and
distribution of various maternity and nursingwear products by virtue of an
existing Contribution Agreement between LAMAZE International and LAMI, and
WHEREAS, ROSE represents that it has the expertise and knowledge to manufacture,
supply and distribute, xxxx, and collect for LAMI various products under private
label including the trademark LAMAZE, and remit and account to LAMI for sale of
said products; and
WHEREAS, ROSE desires to obtain the right to sell certain products as approved
by LAMI,
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and
the sum of one dollar, receipt of which is hereby acknowledged, and other good
and valuable consideration, the parties mutually agree as follows:
1. LAMI warrants and represents that it has the exclusive right and
license to use the federally registered trademark LAMAZE in conjunction
with the manufacture, offering for sale, advertising and sale and
distribution of various maternity and nursingwear products pursuant to
a Contribution Agreement between LAMI and LAMAZE International. LAMI
further warrants that Xxxxx Xxxxxxxxx is fully authorized to enter into
this Agreement for and on behalf of LAMI.
2. ROSE warrants and represents that Xxxxxxx X. Xxxx is fully authorized
to enter into this Agreement for and on behalf of ROSE. ROSE further
warrants and represents that it has the necessary expertise, knowledge
and capability to manufacture, supply and distribute, xxxx, and collect
for LAMI various products under private label including the trademark
LAMAZE, and remit and account to LAMI for the sale of said products.
Initial S.R.R. Initial P.I.
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S.R.R. P.I.
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3. XXXX xxxxx grants to ROSE and XXXX xxxxx accepts from LAMI, upon the
terms and conditions hereinafter specified, the rights to manufacture,
supply, advertise, offer for sale, promote and sell for LAMI the
products enumerated on EXHIBIT "A" annexed hereto ("Authorized
Products") within the United States of America, its territories and
possessions, for the term set forth herein. Except as indicated herein,
for the term of this Agreement, LAMI will not grant any sales rights to
any third party for the manufacture or sale of any of the Authorized
Products. LAMI retains the right to sell any Approved Product through
its own network with the Agreement of ROSE.
4. ROSE shall control and have full responsibility for the manufacture,
packaging, inventory, pricing, shipment, invoicing and collection of
accounts receivable with respect to the Authorized Products.
5. In consideration for the rights granted to ROSE by LAMI in this
Agreement, ROSE has paid to LAMI a minimum of Twenty-Five Thousand
dollars ($25,000.00) as of March 9th, 2000 and shall pay a minimum of
Twenty-Five Thousand dollars ($25,000.00) on the following dates:
August 15th, 2000, on February 15th, 2001, August 15th, 2001 and on
February 15th, 2002. All of the aforementioned payments shall be
non-refundable advances on the fee due to LAMI upon same year net
annual sales of Authorized Products (the "Advances"). The Advances
shall be credited against a five percent (5%) fee payable on sales of
Authorized Products (Maternity Wear products combined with Maternity
Support Hose, and Nursing Privacy Shawl). As used throughout this
Agreement, the term "net sales" shall mean the gross sales proceeds
from the sale of all Authorized Products less any returns by customers
of ROSE or damaged or defective Authorized Products. As used throughout
this Agreement, the term "annual net sales" shall mean the net sales as
defined above for the time period from January 1 through December 31 of
each year of the term of this Agreement. ROSE shall keep such records
as are necessary for LAMI to ascertain the accuracy of the statements.
ROSE shall provide LAMI with annual audited financial statements of the
Lamaze Maternity Wear business.
6. LAMI acknowledges that it has examined ROSE's Authorized Products and
that the quality standards of the samples thereof shown to LAMI are
acceptable to LAMI. ROSE agrees that the Authorized Products shall meet
or exceed such quality standards and LAMI agrees that Authorized
Products that meet or exceed such quality standards shall be acceptable
to LAMI for purposes of this paragraph. ROSE agrees to furnish complete
product specifications to LAMI to establish minimum quality standard
for all Authorized Products.
Initial S.R.R. Initial P.I.
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7. Use of "LAMAZE" Xxxx: For any use of the "LAMAZE" xxxx as allowed under
this Agreement in connection with advertising, packaging or marketing
materials, it must at least once place the "R" letter in a circle by
the "LAMAZE" xxxx, and then in a prominent location place the following
statement "LAMAZE(R) is a registered trademark of LAMAZE International,
Inc."
8. ROSE agrees to defend, indemnify and hold harmless LAMI, LAMAZE
International, their respective officers, directors and shareholders
from and against any and all claims of any third party alleging that
the Authorized Products are defective or have caused injury.
9. ROSE agrees that, during the term of this agreement, it will maintain
product liability insurance having liability limits customary in the
trade, but in no event less than the amounts required by LAMAZE
International to be carried by LAMI. As of the date of this agreement,
LAMAZE International is requiring liability limits of One Million
dollars ($1,000,000.00). LAMI and LAMAZE International shall be named
as "additional insureds" on the product liability policies held by ROSE
and shall provide LAMI with a copy of the declaration page to such
policy as soon as practical after the execution of this Agreement.
10. The term of this Agreement is until December 31, 2001 and may be
renewed by mutual agreement of the parties upon the terms agreed upon
at the time of renewal.
11. This Agreement may be terminated by either party for a material breach
of the provisions herein, upon written notice to the breaching party,
if the breach is not cured within thirty (30) days of receipt of such
notice.
12. All notices herein shall be sent by certified mail, return receipt
requested, postage prepaid, addressed as follows:
If to ROSE: Xx. Xxxxxxx X. Xxxx, Chairman, CEO
THE ROSE GROUP CORPORATION OF NEVADA 0000 Xxxxxxxxx
Xxxxxxxxx Xxxxxxxx, Xxxxxxx 00000-0000
If to LAMI: Xx. Xxxxx Xxxxxxxxx, President
LAMAZE from AMI, Inc.
000 Xxxxxxx Xxxx Xxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Initial S.R.R. Initial P.I.
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S.R.R. P.I.
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13. ROSE expressly acknowledges the ownership by Lamaze International of
the LAMAZE xxxx, and the right of Lamaze International to pre-approve
all advertising, packaging and promotional materials with the
Authorized Products containing the LAMAZE xxxx.
14. LAMI acknowledges the proprietary rights to the tradename THE ROSE
GROUP CORPORATION OF NEVADA in Design, and Agrees that ROSE's tradename
may appear on the Authorized Products, labels attached to the
Authorized Products, and the packages in which the Authorized Products
are sold so long as the LAMAZE tradename remains the dominate name
appearing on the Authorized Products, its labels and packaging. ROSE
may not advertise or promote any other products which it manufactures,
now or in the future, along with an Authorized Product in such a way as
to give the appearance that the unauthorized product is in any way
connected with or endorsed by LAMAZE International or LAMI, or that the
unauthorized product is comparable to the Authorized Product.
15. The parties hereto agree to the jurisdiction of the United States
District Courts for the adjudication of disputes relating to the
interpretation of or performance under this Agreement or the improper
use of the parties trademarks or tradenames. The parties further agree
that the laws of the State of New York shall apply to the
interpretation of this Agreement regardless of any prior conflicts of
law determinations.
16. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed in their respective corporate names by their respective
officers thereunto duly authorized as of the day and year hereinabove
first written.
LAMAZE from AMI, INC.
By: /s/ XXXXX XXXXXXXXX Date: March 15, 2000
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Xxxxx Xxxxxxxxx, President
THE ROSE GROUP CORPORATION OF NEVADA
By: /s/ XXXXXXX X. XXXX Date: March 15, 2000
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Xxxxxxx X. Xxxx, Chairman / C.E.O
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EXHIBIT "A"
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TO AGREEMENT BETWEEN
LAMAZE from AMI, INC.
AND
THE ROSE GROUP CORPORATION OF NEVADA
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ITEM STYLE NUMBER
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Nursing Shawl 60620
Maternity Support Hose 70, 80, 82, 84, 86, 88, 90, 92, 94, 96, 98
and
All Maternity And Nursing Sportswear
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Initial S.R.R. Initial P.I.
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S.R.R. P.I.
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