DISTRIBUTION AGREEMENT
THIS AGREEMENT is between Xxxx Xxxxxx (XXXXXX) and the undersigned World
Associates, Inc./authorized Distributor (DISTRIBUTOR). This agreement does
not establish a franchise, sub franchise, agency or any relationship other
than a distributor relationship. Neither BISBEE nor DISTRIBUTOR has any
authority to make representations, warranties or agreements for the other
party.
1. SCOPE OF AGREEMENT. The DISTRIBUTOR has the right, but not the
obligation, to sell, XXXXXX'X "Gold related materials". "Golf related
materials" are products and services produced by BISBEE including but not
limited to the "Player's Edge Instructional Series" and the Instructor
Certification Workbook/Learning Center Business Plan (Exhibits A and B)
formerly used at Exceller.
1.1 COMPENSATION. World Associates shall provide 31,250 Shares of
"Common" Stock in exchange for the "Distribution Rights" defined here in.
2. NATURE OF THE RELATIONSHIP. The success or failure of the
DISTRIBUTOR'S business is the responsibility of the DISTRIBUTOR and BISBEE
does not make any projection or guarantee as to the success of the
DISTRIBUTOR business. BISBEE does not exercise control over the DISTRIBUTOR'S
business methods or offer advice on how to run DISTRIBUTOR'S business.
BISBEE does require that DISTRIBUTOR not affect XXXXXX'X goodwill,
copyrights, trademarks, and valuable business reputation by acting in a
disreputable, illegal, immoral or unprofessional manner and DISTRIBUTOR
hereby agrees not to act in such a manner or make representations that are
not within the bounds provided by BISBEE in any manner.
3. DISTRIBUTION RIGHTS. The DISTRIBUTOR is granted exclusive
distribution rights world wide for the marketing of the "Golf related
materials" with the sole exception of XXXXXX'X personal efforts selling and
instructing the "Golf related materials" as long as the DISTRIBUTOR is in
compliance with the terms of this Agreement. The provision does not exclude
BISBEE from marketing in any area except as defined in sub-distributor
agreements, which grant rights to XXXXXX'X "Golf related materials" to
sub-distributors. The DISTRIBUTOR may directly or indirectly "including
through sub-distributors, wholesalers, agents and persons similar to the
DISTRIBUTOR) sell any products or services to any person in any area. If the
DISTRIBUTOR sells to other persons for re-sale, or otherwise has other
persons sell products sold by DISTRIBUTOR, the DISTRIBUTOR will assure that
such person do not violate this Agreement and a violation by such person
shall be considered a violation by the DISTRIBUTOR.
4. USE OF XXXXXX'X PROFESSIONAL IDENTITY. Subject to the terms and
conditions contained in this agreement, BISBEE hereby grants to DISTRIBUTOR a
transferable license to utilize XXXXXX'X identity (including likeness) in
connection with the packaging and any advertising and promotion of the "Golf
related materials" and/or DISTRIBUTOR'S business. BISBEE shall make himself
available for reasonable advertising and or promotional efforts made by the
DISTRIBUTOR, at company's expense (including but not limited to television).
5. CONFIDENTIALITY. If the DISTRIBUTOR receives any confidential
information from BISBEE, the DISTRIBUTOR will not disclose such information
to any third person and will use that information only in the name of BISBEE,
copyrighted and licensed to DISTRIBUTOR. This provision shall be enforced by
a court to the maximum extend and duration permitted under applicable law and
the court may modify this provision to accomplish its intended purpose to the
maximum extent.
6. TERMINATION. The non-defaulting party may terminate this Agreement
upon a breach hereof by the other party. The party responsible for the breach
shall have 90 (ninety) days from the date of notification to remedy the
breach. It is expressly understood that, in the event the DISTRIBUTOR is in
breach of this agreement via a breach of agreement by a sub-distributor,
termination of the sub-distributor agreement shall be deemed to be remedy of
the breach.
7. CHOICE OF LAW AND VENUE. This Agreement is governed by the laws of
Colorado (including laws on the amount and type of damages that may be
awarded), excluding laws on choice of law. The federal and state courts
located in Denver, Colorado shall be the exclusive forum for any suit or
proceeding, and each party hereto consents to the jurisdiction of such
courts, provided, however, that Bisbee may elect to bring a suit or
proceeding against the Distributor in another appropriate jurisdiction.
MISCELLANEOUS.
a. The Distributor has all recission rights, if any, provided by
state or federal law.
b. Notices hereunder will be given by Certified Mail.
c. Provisions which by their sense should survive termination of
this Agreement, including the confidentiality provisions and
prohibitions on reproduction of materials or production of
similar materials, shall survive termination.
d. A party shall not be liable for any delay or inability to
perform which is outside its reasonable control.
e. The DISTRIBUTOR is responsible for collecting and remitting all
sales, use and other taxes on sales by the DISTRIBUTOR.
x. XXXXXX will offer training to the DISTRIBUTOR, their employees
and sub-distributors at no cost.
g. This is an integrated agreement. No promises or representations
have been made by one party to the other that are not set forth
in this document.
Distributor: World Associates, Inc.
BY: /s/ Xxxxxxx X. Xxxxx 7-22-96
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Xxxxxxx X. Xxxxx, President Date
Xxxx Xxxxxx:
BY: /s/ Xxxx Xxxxxx 8-22-96
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Xxxx Xxxxxx Date
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