NATIONAL IN-STORE MARKETING, INC.
SALES AND BROKER CONTRACT
CLIENT -- SINOFRESH HEALTHCARE, INC.
MARCH 27, 2003
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In consideration that NATIONAL IN-STORE, here-to-fore known as NIS and SINOFRESH
HEALTHCARE, INC. here-to-for known as SinoFresh, seeks to contract for sales
support in retail accounts throughout the United States, the following agreement
is written. Upon the signature of both parties and the receipt of the
outstanding fees due at the signing date, this contract shall be in force and
supercede and make null-and-void all previous contracts between SinoFresh and
National In-Store signed prior to the signature date contained herein.
Outstanding Fees - Due at Signing Date
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On the signature date, SinoFresh shall pay the outstanding Marketing Fees and
Sales Expenses outlined below.
Outstanding Marketing Fee (1st Installment) - $25,000
Sales Expenses for ECRM Show - $12,500
OUTSTANDING FEES - DUE JULY 31ST, 2003
SinoFresh agrees to pay the final outstanding Marketing Fee to NIS on or before
July 31st, 2003.
Outstanding Marketing Fee (Final Installment) - $25,000
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CONTRACT TERM
This agreement begins on March 1, 2003 and remains in force until March 2, 2006.
SinoFresh grants National In-Store the right to renew the contract prior to
seeking an alternative provider.
EARLY TERMINATION
National In-Store grants SinoFresh the right to terminate this contract under
the following contract buy-out provision.
SinoFresh may at its discretion terminate this contract by providing 60 days
notice and by paying in-full the greater of the buy-out formulas listed below to
National In-Store:
Contract Buy-out Formula #1 = 6-months of commissions based on the average sales
calculated from the most recent 3-months of sales
history.
Contract Buy-Out Formula#2 = 3-months of commissions based on the projected
average sales per month forecasted within the
SinoFresh Sales Plan contained herein as Exhibit A.
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Both parties acknowledge that the Sales Plan
listed in Exhibit A is the sole source of
projected sales in Contract Buy-out Formula #2 and
no other forecasts, forecast adjustments or
reformulations of the plan shall apply.
ASSUMPTIONS/CONSIDERATIONS
o SinoFresh offers a new FDA-approved chemical technology that prevents the
development of certain funguses and molds within the sinuses and nasal
passage.
o The introduction of SinoFresh comes at a time when the medical community is
just beginning to acknowledge the existence of funguses and molds within
the sinuses and nasal passage and to understand their damaging effects. The
founders of SinoFresh are confident that the medical community, including
ENT Specialist, Pharmacist, and General Practitioners, will endorse the
product once causal data is connected to the patented benefits of
SinoFresh.
o SinoFresh management understands that National In-Store makes no guarantees
relative to product placement, sales projections, or other performance
factors outside the deliverables set forth in this document.
SALES SUPPORT - DELIVERABLES
1. Serve as the master-broker responsible for all SinoFresh sales within the
US.
2. Establish and manage a national broker network capable of delivering
experienced sales representation, subject-matter expertise, and competitive
influence within all accounts and channels-of-distribution within the US.
3. Work with SinoFresh management to establish competitive compensation and
incentive packages for local brokers.
4. Work with SinoFresh management to establish a pricing structure that will
meet consumer hurdle-rates for trial and purchase intent while satisfying
retail margin requirements.
5. Provide on-going communication regarding the status of sales initiatives
across all accounts and channels-of-distribution.
EXCLUSIVITY
National In-Store is the sole sales and broker resource for all retail accounts
within the US. All retail sales in the US are subject to the fees and
commissions outlined in this agreement unless the accounts are specifically
identified within this agreement as exceptions. SinoFresh acknowledges that this
exclusivity is in force with no limitations except those expressly outlined as
Exceptions to Exclusivity.
SCOPE OF EXCLUSIVITY
The exclusive representation agreed to as part of this contract extends to the
SinoFresh brand, line-extensions of the SinoFresh brand, branded alternatives to
the SinoFresh brand or products that utilize the patented ingredients or
dispensers of SinoFresh which are under the control of the principles
represented under the terms of this contract.
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EXCEPTIONS TO EXCLUSIVITY
The following accounts have been identified as exceptions. Sales that occur
within these accounts are not subject to the terms of this agreement:
o Ventiv Health
o Internet Sales
o Catalog Sales
o Independent Pharmacies that are managed as house accounts. House
accounts are defined as accounts which are not represented through a
broker arrangement.
SUB-BROKERS
NIS may at its own discretion subcontract broker resources to represent
SinoFresh within certain accounts, channels, or territories. The decision to
subcontract broker resources and the commission structure granted to such
subcontractors is at the sole discretion of National In-Store.
NATIONAL IN-STORE FEES AND COMPENSATION
Master-Broker Agreement 7% Net Sales - SinoFresh will pay NIS 7% of net sales
less damages, returns and broker fees for all shipments that occur within the
US. SinoFresh acknowledges that only those broker fees approved in writing by
NIS or supported with a broker contract signed by NIS shall be considered a
valid deduction. NIS acknowledges that sales expressly identified as Exceptions
to Exclusivity are not subject to the commission structure described herein.
EXPENSES
Expenses incurred for purposes or activities outside this agreement will be
reimbursed with prior approval from SinoFresh management.
TERMS
Master-Broker Sales Commission shall be paid in full within 45 days from the
shipment of product.
THIS AGREEMENT IS VALID UPON THE SIGNATURE OF THE FOLLOWING PARTIES:
AGREED TO:
SINOFRESH HEALTHCARE, INC. NATIONAL IN-STORE MARKETING INC.
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SIGNATURE SIGNATURE
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PRINT NAME PRINT NAME
CEO
CEO
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TITLE TITLE
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DATE DATE
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