INTERNATIONAL DISTRIBUTION AGREEMENT
This
agreement is effective on the 19th
day of
March, 2007, between OmniReliant Holdings Corporation., a company incorporated
in Nevada (“Company”) and Reliant International Media, LLC (“Representative”), a
Florida limited liability corporation.
WHEREAS,
the Company is the owner of all rights to manufacture and distribute certain
products (the “Products”) identified in Exhibit A hereto which it wishes to
market via all channels of distribution and any and all forms of retail
distribution, including, but not limited to retail chains, specialty shops
and
internet sales (“Distribution Channels”) and whereas Representative has the
ability to assist the Company in presenting the Products to various Distribution
Channels only in the United
Kingdom (UK), Japan and Korea.
NOW
THEREFORE, in consideration of the mutual promises contained herein the parties
agree as follows:
1.
The
Company hereby grants the Representative the exclusive right to represent the
Company with respect to sales of the Products through the Distribution Channels.
The Products covered by this Agreement shall include any and all Products
marketed by Company under Xxxxx Xxxxxx name, likeness or brand excluding all
perfume and perfume related products.
2.
In
consideration for providing these services, the Company shall pay a royalty
to
Representative (or Representatives’ nominee) with respect to the sale of all
units of the Products sold by the Company through the Distribution Channels
at
the rate of ten percent (10%) of the Company's gross revenues, exclusive of
shipping, handling, taxes, and duties. Such commission shall be paid to the
Representative within thirty (30) days of the Company's receipt of payment
from
one of the Distribution Channels, accompanied by a copy of the Purchase Order(s)
issued by the respective Distribution Channel describing the Products on which
such commissions shall be payable to Representative. Any Products that are
returned by the respective Distribution Channel to the Company shall not result
in any commission payable to Representative.
3.
The
commissions payable to Representative shall continue to be paid throughout
the
period under which Representative is willing and able to provide any of the
services described hereunder and the Company derives revenue from the sale
of
Products through any of the Distribution Channels for the Product(s) The Term
of
this Agreement shall also be concurrent with the term and any extensions of
the
Company’s agreement with KRH Licensing Company, LLC and Xxxxx
Xxxxxx.
4.
The
Company represents, warrants and covenants to Representative that all
information provided in writing or on tape to Representative by the Company
relating to the Products is and will be true and correct, including without
limitation all written information regarding the effectiveness, quality,
characteristics or fitness of the Products or the results that may be obtained
from their use, and will be of consistent kind and quality, and will be
merchantable; and all Products sold by the Company to or through Representative
will be safe and appropriate for the purpose for which goods of that kind are
normally used. The Company shall defend, indemnify and hold harmless
Representative and its subsidiaries, affiliates, sub-distributors and
sub-licensees and their respective officers, directors, shareholders, employees,
licensees, agents, successors and assigns from and against any and all
liabilities and expenses whatsoever, including without limitation, claims,
damages, judgments, awards, settlements, investigations, costs and reasonable
legal fees, which any of them may incur or become obligated to pay as a result
of (i) the sale or use of the Products, including product liability claims,
(ii)
the use of the Company's trademarks or the Company’s artwork, or (iii) the
breach by the Company of any of its representations, warranties, covenants
or
obligations under this Agreement.
5.
This
agreement may be signed in counterpart and facsimile signatures shall be
accepted as originals. The
validity of this Agreement and the rights, obligations and relations of the
parties hereunder shall be construed and determined under and in accordance
with
the laws of the State of Florida therein as applied to contracts to be performed
in Florida between Florida residents; provided, however, that if any provision
of
1
this
Agreement is determined by a court of competent jurisdiction to be in violation
of any applicable law or otherwise invalid or unenforceable, such provision
shall to such extent as it shall be determined to be illegal, invalid or
unenforceable under such law be deemed null and void, but this Agreement shall
otherwise remain in full force. Suit to enforce any provision of this Agreement,
or any right, remedy or other matter arising therefrom, will be brought
exclusively in the state or federal courts located in Hillsborough County,
Florida. Client agrees and consents to venue in Hillsborough County, Florida
and
to the in
personam
jurisdiction of the aforementioned courts.
This
Agreement (including the Exhibit(s)) contains the entire understanding of the
parties with respect to the subject matter hereof and supersedes all prior
agreements and understandings between them. Each party has executed this
Agreement without reliance upon any promise, representation or warranty other
than those expressly set forth herein. No amendment of this Agreement shall
be
effective unless written and signed by both parties.
IN
WITNESS WHEREOF this agreement has been executed and is effective as of the
day
and year first above written.
|
Omni
Reliant Holdings Corp.
|
Reliant
International Media, LLC
|
|
/s/
Xxxxx Xxxxxxxx
|
/s/
Xxx Xxxxxxxxxx
|
|
Signature
|
Signature
|
|
Xxxxx
Xxxxxxxx
|
Xxx
Xxxxxxxxxx
|
|
CEO
|
President
|
2
