AVVAA WORLD HEALTH CARE PRODUCTS, INC
CONTRACT FOR SCIENTIFIC, REGULATORY AND SALES
WITH XXXXX X. XXXXX, INC.
This Contract (the "Contract") is entered into and made effective as of
this 20TH Day of December 2004 (the "Effective Date"), and will serve as the
governing contractual Contract between: World Health Care Products, Inc.,
located at X.X. Xxx 000, 0000 Xxxxxxxxx Xx, Xxxxxxxx, XX. Canada VOE 1WO
hereinafter called AVVAA or World Health Care Products, Inc. and Xxxxx X. Xxxxx
Inc of 0000 Xxxxxx Xxxx Xxxx, Xxxxxxx, XX 00000 hereinafter called JAM.
Collectively, both parties will be referred to as the "Parties". This contract
is made for one dollar, cash paid in hand which is acknowledged by signing this
contract, and other valuable considerations to be delineated below.
WHEREAS, World Health Care Products, Inc. is a manufacturer and
marketer of a patented and registered line of over the counter FDA approved
drugs. and;
WHEREAS, JAM seeks to be appointed as a regulator of World Health Care
Products, Inc. Products where JAM has special knowledge and expertise relating
to the identity of regulatory and scientific issues and;
WHEREAS, the Parties desire to establish, pursuant to this Contract, a
mutually beneficial relationship through which will identify regulatory and
scientific needs and secure proper legal frameworks for regulatory requirements
and complete same and market Products to Customers.
NOW, THEREFORE, the Parties agree as follows.
1. Definitions. Terms used in this Contract shall have the following
meaning:
1.1. "Customer" means a company listed in Exhibit "B" who enters
into a Contract to purchase the Products under terms approved
and accepted by World Health Care Products, Inc.
1.2. "Net Sales Revenue" means monies collected by World Health
Care Products, Inc... pursuant to Customer Contracts less any
discounts, refunds, credits, costs of shipping, applicable
sales taxes, value-added-taxes, or other extraordinary fees.
1.3. "Price List" means World Health Care Products, Inc's
then-current Products price list, which is subject to change
from time to time in World Health Care Products, Inc.'s sole
discretion, subject to a 30 day notice for new orders
developed by.
1.4. "Products" means World Health Care Products, Inc's patented
and proprietary antimicrobial materials amongst other related
products, which may be added to World Health Care Products,
Inc.'s Price List in the future.
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2. Appointment. Subject to the terms and conditions set forth herein,
World Health Care Products, Inc. Hereby appoints JAM and hereby accepts
appointment, as an authorized representative of World Health Care
Products, Inc's Products for regulatory, scientific and promotion
purposes. World Health Care Products, Inc. has the right to discontinue
the distribution or availability of any Products upon sixty (60) day's
prior written notice to JAM.
3. Term. The term of this Contract shall commence as of the Effective Date
and continue for one five (5) year (herein "Initial Period" or "Term")
unless earlier terminated by World Health Care Products, Inc. as
permitted under this Contract.
4. Renewal. Subject to written notice by and written acceptance by World
Health Care Products, Inc. at least thirty (30) days prior to the end
of the Initial Term, may renew this Contract for an additional two (2)
year period.
5. Termination. Upon termination or non-renewal of this Contract, JAM
shall within ten (10) days of such termination return to WORLD HEALTH
CARE PRODUCTS, INC. all copies of the Products, including the copies of
technical materials, brochures, marketing materials, and the like.
6. Supply of Products: World Health Care Products, Inc. will use
commercially reasonable efforts to timely supply Customers with
Products.
7. Rights of.
7.1. Rights. World Health Care Products, Inc. grants to JAM the
right to regulate and sell the Products to Customers in the
Territory during the Term and pursuant to the terms and
conditions of this Contract.
7.2. Prohibitions. JAM is granted a right to market secure EPA
registration and FDA Compliance of all establishments and
provide company number and device numbers and present Products
directly to Customers, but not to authorize other s without
the prior written approval by World Health Care Products,
Inc... in the case of each additional product line
7.3. Independent Contractor. The relationship of the parties under
this Contract shall be that of independent contractors. This
Contract does not establish or constitute or employees as
employees or franchisees of World Health Care Products, Inc...
Notwithstanding anything to the contrary, World Health Care
Products, Inc. reserves the right, in its sole discretion, to
reject any Customer or Customer Contract. Is not authorized to
accept orders or make contracts in World Health Care Products,
Inc's name, or to transact any business in the name of World
Health Care Products, Inc.., or to assume or create any
obligation or responsibility to any third parties binding upon
World Health Care Products, Inc. in any manner whatsoever,
unless has prior specific written consent from World Health
Care Products, Inc.
Page 2
8. Obligations of JAM
8.1. Marketing. And Regulatory services of JAM. JAM agrees to use
commercially reasonable efforts to market and sell the
Products and agrees that its marketing and advertising efforts
will be of high quality, in good taste, and will use its best
efforts to ensure the professional image and reputation of
World Health Care Products, Inc... and the Products. will
include in all such advertising all applicable copyright and
trademark notices as they appear on or in the Products. JAM
also represents that it will conduct its business in a manner
that reflects favorably on the quality image of World Health
Care Products, Inc... and its Products. JAM will provide all
regulatory support for the first year for stock in the form of
500,000 (Five Hundred Thousand Shares) of non registered 144
stock with a legend upon its face. If a registration should
occur at anytime in the first year of the contract or
thereafter, AVVAAA will register said shares along with their
normal load. In addition to the 144 restricted stock JAM will
be issued to Xxxxx X. Xxxxx 300,000(Three Hundred Thousand)
share of S8, free trading stock. All shares are to be issued
at 0.001 cents per share and not at market value since this is
a purchase/work effort type of compensation. IN ADDITION TO
THE ABOVE JAM WILL RECEIVE UPON PRESENTATION AND ACCEPTANCE BY
THE BOARD OF DIRECTORS a new product line that can be
introduced every two months which will broaden the base of the
company as follows:
1. A wasp and hornet spray
2. A Mosquito Repellant spray
3 An ant and silverfish spray
4 A gnat and sweat bee spray
5 A general disinfectant spray
6 A rat and mouse repeller (device)
7 A wash to clean fruit and vegetables
All these will be EPA Approved under Section 25(b), safe pesticides of the
Federal Insecticide, Fungicide and Rodenticide Act of 1972, As Amended and will
meet or exceed all the EPA mandates and regulations.
With the approval of each new product and not to exceed one for every two months
of the calendar year, JAM or its designee (Xxxxx X. Xxxxx) will receive an
additional 100,00 shares of 144 stock and 100,000 shares of S8 stock at .001 per
share. JAM hereby removes itself from any ownership in any of the above products
and they will belong to the AVAA, Inc. All right title and interest JAM might
have in any product provided to AVAA is hereby waived by JAM.
8.2. Competent Personnel. JAM agrees to maintain
competency in all regulatory sales and marketing
personnel so that each is reasonably knowledgeable of
the features and advantages of the Products.
8.3. Compliance with Laws. shall comply with all
applicable requirements of federal, state and local
laws, ordinances, administrative rules and
regulations.
8.4. Identification. JAM shall identify itself as an
authorized official of World Health Care Products,
Inc. only with respect to the World Health Care
Products, Inc.. Products and shall otherwise identify
itself as an independent business. Neither World
Health Care Products, Inc... nor shall make any
express or implied Contracts, guarantees or
representations, or incur any debt in the name of or
on behalf of the other.
8.5. Non-Disparage. The Parties to this Contract shall not
disparage each other or their affiliates or their
products or services, nor shall the parties to this
Contract disparage their respective competitors or
the services or products of such competitors. This
provision shall survive for three (3) years from the
date of expiration or termination of this Contract.
8.6. Non-Compete. shall not market, sell or resell
competitive products similar to AVAA Products. This
provision shall survive for one (1) year from the
date of expiration or termination of this Contract.
8.7. Market Intelligence. JAM shall provide World Health
Care Products, Inc... with market intelligence that
it obtains in the course of its business.
9. Obligations of WORLD HEALTH CARE PRODUCTS, INC...
9.1 Marketing Materials, Support & Training. World Health Care
Products, Inc... shall make available initial and ongoing
marketing materials, support and training as mutually agreed
by both World Health Care Products, Inc.. and JAM.
9.2 Customer Support. World Health Care Products, Inc. shall be
responsible for the provisioning of all Customer Products
shipments and technical support.
9.3 Customer Billing and Collections. World Health Care Products,
Inc. shall be responsible for all Customer billing,
collections and receivables at no charge or expense to .
10. Compensation.
10.1. Commission and Initial Regulatory work. JAM shall be paid six
percent (5%) of gross Sales Revenue actually collected by
World Health Care Products, Inc... from Customers accepted by
World Health Care Products, Inc... during the Term of this
Contract. JAM agrees to cooperate with World Health Care
Products, Inc... and aid in the collection of accounts
receivable from Customers. Payment of compensation shall be
made by WORLD HEALTH CARE PRODUCTS, INC... within thirty (30)
business days of receipt of payment from the Customer.
Payments shall be accompanied by a detailed accounting of the
basis for such payment, identifying the source and amount of
applicable revenues so received by World Health Care Products,
Inc.... Amounts payable to shall be subject to a charge-back
or credit in favor of World Health Care Products, Inc... for
any amount previously paid to with respect to revenues that
are to have been refunded to Customers.
S8 money will cover the company to be in full compliance with
the Federal EPA and FDA regarding the selling, distribution,
advertising and labeling of devices and pesticides in the
United States. Included in this will be securing a Drug Number
and EPA Company Number, an establishment number a device
number, a legally acceptable label to World Health Care
Products, Inc..
JAM, Inc. wiring instructions are as follows. Xxxxx X. Xxxxx,
Incorporated, aba number 000000000 and the account number is
3124303598, Bank is Xxxxx Xxxxx Xxxx, Xxxxxxxx Xxxxxxxx 00000,
Greenbrier Branch.
10.2. Sales Records and Reports. World Health Care Products, Inc...
agrees to maintain a complete, clear and accurate record for
at least two (2) years of any and all Products sales
transactions to Customers during the Term of this Contract.
Upon ten (10) days advance notice, World Health Care Products,
Inc. shall permit or persons designated by , bound to the same
non-disclosure provisions of this Contract, to inspect records
pertaining to such Products transactions to ensure compliance
by World Health Care Products, Inc.. with its obligations to .
Any such inspection and audit shall be conducted during
regular business hours and in such a manner as not to
interfere with normal business activities of World Health Care
Products, Inc.... Under no circumstances shall such an audit
be performed on a contingency basis. The costs for such
inspections will be solely born by JAM. This applies to the 5%
commissions on gross sales.
11. Use of World Health Care Products, Inc... Trademarks and Service Marks.
11.1. Trademarks. World Health Care Products, Inc... hereby grants
JAM for the Term of this Contract a non-transferable,
royalty-free license to use "World Health Care Products, Inc..
Corporation", in logo form as used by World Health Care
Products, Inc, and the applicable Products trademarks
(collectively, the "Trademarks") solely in marketing,
advertising and promotion of the Products. use shall be in
accordance with the then-current World Health Care Products,
Inc.. use policies. agrees not to attach any additional
trademarks, logos or trade designations to the Products.
further agrees not to affix any Trademarks to Products other
than the genuine Products. agrees to cooperate with World
Health Care Products, Inc.. in facilitating World Health Care
Products, Inc's monitoring and control of the nature and
quality of such products and to supply World Health Care
Products, Inc.. with specimens of use of the Trademarks upon
request.
11.2. Limitation of Trademarks License. Is prohibited and may not
use the World Health Care Products, Inc. name or any
Trademarks as any part of their company name unless otherwise
explicitly granted permission in writing to do so and in no
case for a period beyond the Term of this Contract. Whenever
uses or displays the Trademarks in marketing or advertising
materials shall do so only in accordance with the restrictions
set forth in World Health Care Products, Inc's then-current
policies, which are updated from time to time.
11.3. Ownership of Proprietary Rights and Non-Disclosure. JAM
acknowledges that the Products and Trademarks are proprietary
to World Health Care Products, Inc... and that World Health
Care Products, Inc.. retains exclusive ownership thereof, and
will take all reasonable measures to protect World Health Care
Products, Inc's proprietary rights therein. Except as provided
herein, is not granted any rights to patents, copyrights,
trade secrets, trade names, trademarks (whether registered or
unregistered), or any other rights, franchises or licenses
with respect to the Products. In addition, either Party may be
exposed to certain information concerning the other party's
proposed new products, services, market strategies and/or
financial performance that is confidential and proprietary to
the other party ("Confidential Information"). The Parties
agrees that during and after the Term of this Contract, the
Parties will not use or disclose to any third party any
Confidential Information without the prior written consent of
the originating party, except may disclose Confidential
Information to its employees if reasonably necessary to allow
to perform under this Contract and to obtain the benefits
thereof. This paragraph shall not apply to Confidential
Information which (i) is shown to have been known, available
or developed by the receiving party independent of any
disclosure by the other party; or (ii) is or becomes available
to the public through no breach of this Contract; or (iii) is
furnished to a third party by the original disclosing party
without similar restriction on the third party's rights; or
(iv) is lawfully obtained from a third party without
restriction and without breach of this or any other Contract.
Neither party shall be liable for disclosure of any
Confidential Information as required by law or in response to
a valid order of a court of competent jurisdiction or
authorized government agency; provided however, that the party
who discloses Confidential Information under such
circumstances shall attempt to give notice to allow the other
party to request a protective order.
12. Warranty.
12.1. Products. World Health Care Products, Inc. only warrants the
Products to Customer pursuant to the terms and conditions of
Customer orders accepted by World Health Care Products, Inc..
No warranty is extended to, JAM except as provided below;
12.2. Proprietary Rights Indemnity. World Health Care Products, Inc.
shall defend at its own expense any claim, suit or proceeding
brought against or Customers insofar as it is based on a claim
that the Products infringe upon any patent or copyright,
trademark, trade secret, or other intellectual property right.
agrees to: (i) give World Health Care Products, Inc.. written
notice of any such claim and (ii) allow World Health Care
Products, Inc.. to control, and fully cooperate with World
Health Care Products, Inc.. in, the defense and all related
settlement negotiations. World Health Care Products, Inc...
shall pay all damages, costs and expenses finally awarded to
third parties against, but shall not be responsible for any
settlement made without its consent. Upon notice of an alleged
infringement or if in World Health Care Products, Inc's
opinion such a claim is likely, World Health Care Products,
Inc. shall, at its option, obtain the right to continue the
distribution of the Products, substitute other services with
similar operating capabilities, or modify the Products so that
they are no longer infringing.
12.3. Defective Product Indemnity. World Health Care Products, Inc.
agrees to indemnify and save harmless and their successors and
assigns, from any claim, action, liability, loss, damage or
suit based on defective Products or installation. In the
further event World Health Care Products, Inc. shall fail to
so defend and/or indemnify and save harmless, then in such
instance and/or its shareholders shall have full rights to
defend, pay or settle said claim on their behalf and with full
rights to recourse against World Health Care Products, Inc for
all fees, costs, expenses and payments made or agreed to be
paid to discharge said claim.
12.4. Limitations and Disclaimer. Except for the express warranties
set forth above, World Health Care Products, Inc. makes no
other warranties relating to the Products, express or implied,
and expressly excludes any warranty of non-infringement,
fitness for a particular purpose or merchantability. No person
is authorized to make any other warranty or representation
concerning the performance of the Products other than as
provided by World Health Care Products, Inc. shall make no
other warranty, express or implied, on behalf of World Health
Care Products, Inc.
12.5. Mutual Indemnification. Each party will indemnify the other
party against and hold it harmless from: (i) any and all
claims of their respective employees, agents or sub
contractors or sub s for wages, salaries, employee benefits,
and contract service fees or payments, and (ii) any and all
claims of their respective employees for personal injuries
(including death) or property damage suffered or incurred,
other than such claims arising from or based on the acts,
gross negligence, or willful misconduct of the other party or
the employees, agents, or sub s of such other party who
undertake activities in connection with this Contract, and
(iii) any and all claims for personal injury (including death)
or property damage arising from or based on the acts, gross
negligence, or willful misconduct of such party or the
employees, agents, or sub s who undertake activities in
connection with this Contract. agrees to indemnify and hold
World Health Care Products, Inc.. harmless from any loss,
damage, injury, liability or claims, including physical damage
to person or property, arising from any act or omission of,
while: (i) engaged in the performance of this Contract or in
connection with the performance obligations of the services
under this Contract or (ii) being or as a result of being on
the World Health Care Products, Inc. premises, unless the
damages or injury has arisen as a direct result from gross
negligence or willful misconduct by World Health Care
Products, Inc...
13. Termination.
13.1. Without Cause. JAM OR AVVAA World Health Care Products, may
terminate this Contract within the Initial 90 DAY Period
without cause or prejudice upon thirty (30) days prior written
notice.
13.2. With Cause. World Health Care Products, Inc. may terminate
this Contract following written notice by World Health Care
Products, Inc. to of a material breach of this Contract by the
other party if such breach is not cured within thirty (30)
days of such notice.
13.3. Rights upon Termination. Upon termination or non-renewal of
this Contract, shall immediately (i) discontinue any and all
use of Trademarks, including but not limited to such use in
advertising or business material of ; (ii) remove and return
to World Health Care Products, Inc.., or destroy at World
Health Care Products, Inc's request, any intellectual property
supplied and or created by World Health Care Products, Inc..
or and all promotional materials supplied by World Health Care
Products, Inc..; (iii) cease holding itself out, in any other
manner, as an authorized of World Health Care Products, Inc..
Products, and notify and arrange for all publishers and others
who may identify, list or publish name as a for the Products
(including, but not limited to, publishers of web sites, web
pages, telephone directories, yellow pages and business
directories) to discontinue such listings.
14. Miscellaneous.
14.1. Notices. Any notices permitted or required under this Contract
shall be in writing, and shall be delivered as follows with
notice deemed given as indicated: (i) by personal delivery
when delivered personally; (ii) by courier upon written
verification of receipt; (iii) by facsimile when confirmed by
facsimile transmission; or (iv) by certified or registered
mail, return receipt requested, ten (10) days after deposit in
the mail.
14.1.1. Any notices provided by World Health Care Products,
Inc... to shall also be served on;
Xx. Xxxxx X. Xxxxx
0000 Xxxxxx Xxxx Xxxx
Xxxxxxx, XX 00000
14.1.2. Any notices provided by to AVVAA World Health Care
Products, Inc. shall also be served on;
Xxxx Xxxxxx, President and CEO
0000 Xxxxxxxxx Xx
X.X. Xxx 000
Xxxxxxxx, XX VOE 1WO
14.2. Assignment. This Contract may not be assigned by without the
prior written approval of World Health Care Products, Inc. The
covenants and conditions contained in this Contract shall
apply to and bind the successors and permitted assigns of the
Parties hereto.
14.3. Waiver. The waiver by either party of a breach of any
provisions contained herein shall be in writing and shall in
no way be construed as a waiver of any succeeding breach of
such provision or the waiver of the provision itself.
14.4. Severability. In the event that any provision of this Contract
shall be unenforceable or invalid under any applicable law or
be so held by applicable court decision, such unenforceability
or invalidity shall not render this Contract unenforceable or
invalid as a whole, and, in such event, such provision shall
be changed and interpreted so as to best accomplish the
objectives of such provision within the limits of applicable
law or applicable court decisions.
14.5. Injunctive Relief. It is expressly agreed that a violation of
Paragraphs 7. ("Rights of"), 11. ("Use of World Health Care
Products, Inc. Trademarks and Service Marks"), or 11.3.
("Ownership of Proprietary Rights and Non-Disclosure") of this
Contract will cause irreparable harm to World Health Care
Products, Inc. and that a remedy at law would be inadequate.
Therefore, in addition to any and all remedies available at
law, World Health Care Products, Inc. will be entitled to an
injunction or other equitable remedies in all legal
proceedings in the event of any threatened or actual violation
of any or all of the provisions hereof.
14.6. Controlling Law and Dispute Resolution. This Contract shall be
governed by and construed in accordance with the laws of the
State of Massachusetts, without reference to any conflict of
laws provision(s). The parties agree that all actions and
proceedings arising in connection with this Contract shall be
determined exclusively by binding mediation/arbitration in
accordance with the then-current commercial dispute procedures
of the American Arbitration Association, and will be conducted
exclusively in the country of Canada, British Columbia. The
arbitration shall be "self-executing", such that no order to
compel by any court is necessary to enforce compliance with
the terms of this paragraph against a party who declines to
voluntary participate in the AAA procedure. Should one of the
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Parties fail to respond to a request to arbitrate or otherwise
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decline to participate in the procedure, the AAA
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administration shall appoint a neutral third arbitrator who is
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empowered by this paragraph to entertain evidence from the
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participating party and enter a binding award accordingly. The
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Parties expressly submit to the jurisdiction of British
Columbia, ARE arbitrator, and voluntarily waive any right to
assertion of the principle of "inconvenient forum." The
Parties waive any rights that either party might have to
consequential, multiple or punitive damages. The Parties each
expressly forever waive any right to trial by jury, or to any
appeal of the arbitrator's decision. The prevailing party in
any such dispute shall be entitled to attorney's fees and
costs at the discretion of the arbitrator, and the award of
the arbitrator may be rendered as a judgment by arbiter in the
British Columbia federal court.
14.7. Address Change. A party's addition to or change in the address
from the address first set forth above shall require written
notice to the other party.
14.8. Counterparts. This Contract may be signed in two counterparts
that together shall form a single Contract as if both parties
had executed the same document. This Contract may be
circulated and delivered by tealeaf transmission, and tealeaf
signatures shall be binding as original signatures.
14.9. Subcontractors and Affiliates. Any and all subcontractors
and/or affiliates of shall be bound by the same terms and
conditions of this Contract but must receive notification if
they are positively or negatively affected...
14.10. Warranty. Each party warrants that it has full power and
authority to enter into and perform this Contract, and the
person signing this Contract on its behalf has been duly
authorized and empowered to enter into this Contract. Each
party further acknowledges that it has read this Contract,
understands it and agrees to be bound by it.
14.11. Entire Contract. This Contract supersedes and replaces any
oral or written Contract previously entered into between the
Parties. World Health Care Products, Inc's failure to enforce
any provision of this Contract shall not constitute a waiver
of any provision of this Contract. The provisions of this
Contract shall be deemed severable. In the event that any
provision of this Contract is determined to be unenforceable
or invalid, such provision shall nonetheless be enforced to
the fullest extent permitted by applicable law, and such
determination shall not affect the validity and enforceability
of any other remaining provisions of this Contract. This
Contract, together with all schedules attached hereto and all
writings incorporated herein by reference, constitutes the
entire Contract between the parties with respect to the
subject matter of this Contract. Since both parties have
engaged in the drafting of this Contract, no presumption of
construction against any party shall apply.
IN WITNESS WHEREOF, the Parties have executed this Contract as of the date set
forth below.
Accepted By: Accepted By:
Xxxxx X. Xxxxx, Incorporated AVVAA World Health Care Products, Inc.
/s/ Xxxxx X. Xxxxx /s/ Xxxx Xxxxxx
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Authorized Signature Authorized Signature
Xxxxx X. Xxxxx, President Xxxx Xxxxxx
Print Name Print Name
President President
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Title Title
December 22, 2004 December 22, 2004
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Date Date
CUSTOMER LIST BY JAMINC.
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