Exhibit 10.1
Agreement for Internet Sales and Marketing
AGREEMENT
FOR
INTERNET SALES AND MARKETING; and
DEVELOPMENT OF FUTURE PRODUCTS
THIS AGREEMENT, and each part of it, is entered into as of this 7th day
of September, in the year 1999, by and through Nutek, Inc. with offices at
00000 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxxx, XX 00000 (hereinafter
referred to as "NUTEK") and Kaire Holdings, Inc., a Delaware Corporation with
offices at 0000 Xxxxxxxx Xxxxxx, Xxxxx Xxxxxxxxx, Xxxxxxxxxx 00000 (hereinafter
referred to as "Kaire"). Throughout this Agreement, the names "Kaire" and
"Vitaplanet" and "xxxxxxxxxx.xxx" shall refer to the same ownership entity
which is the above stated Kaire Holdings, Inc. Nutek is in the process of
developing a world wide web e-commerce site which shall be referred to in
this agreement as "NUTEK Site."
WITNESSETH
WHEREAS, NUTEK currently owns or controls certain proprietary rights,
including the use of the name, likeness and character of Xxxxx Xxxxxxxxxx;
certain copyrights, articles, various existing videotapes (as of the date
of this Agreement), exercise manuals, trademarks, artwork, advertising and
marketing paraphernalia, T-shirts, films and in the most general sense, a
vast number of existing "products," which involve or portray or communicate
through the senses, various acts involving Xxxxx Xxxxxxxxxx, and various
associates, partners, characters, and/or agents and other independent
contractors, all of whom have provided services at the direction of an
Xxxxx Xxxxxxxxxx; and
WHEREAS, NUTEK shall in the future develop certain products and/or
properties to which NUTEK shall own or control or retain a proprietary
interest in, including the name, likeness, and character of Xxxxx
Xxxxxxxxxx; certain copyrights, various articles, videotapes which are
currently in production or which shall be in future production, exercise
manuals, trademarks, and each of them, of various descriptions, artwork,
advertising and marketing paraphernalia, T-shirts, films and in the most
general sense, a vast number of "products," which will involve or portray
or communicate through the senses, various acts involving Xxxxx Xxxxxxxxxx,
and various associates, partners, characters, and/or agents and other
independent contractors , all of whom have provided services at the
direction of a NUTEK authority figure; and
WHEREAS, Kaire, who owns and markets an Internet based e-commerce business
which may be found on the world wide web at "xxxxxxxxxx.xxx," desires to
sell certain NUTEK products which include the name, likeness, and character
of Xxxxx Xxxxxxxxxx; specifically, Kaire wishes to sell, among other
things, various existing videotapes which are owned in part or wholly by NUTEK;
and
WHEREAS, Kaire wishes to develop products which include the name, likeness,
and character of Xxxxx Xxxxxxxxxx; specifically, Kaire wishes to share in
the production and ownership and realization of any and all profits
generated from the production of videotapes, workout manuals and fitness
equipment, and any kind of fitness equipment; and
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THEREFORE, the parties agree as follows:
Existing NUTEK Owned Products Involving Xxxxx Xxxxxxxxxx.
Kaire shall internationally sell, market and distribute, any all products
owned by NUTEK as of the date this Agreement is executed, which involve
in any way, shape or fashion Xxxxx Xxxxxxxxxx.
Other than the xxxxxxxxxx.xxx Internet site, during any period in which
this agreement is in effect, any all products owned by NUTEK, as of the
date this Agreement is executed, which involve in any way, shape or fashion
Xxxxx Xxxxxxxxxx, may only be sold on the following internet world wide web
addresses: (1) xxxxxxxxxxxx.xxx and (2) NUTEK owned internet sites.
The costs that NUTEK charges Kaire for products in Section 1 of this
Agreement shall not change during the existence of this agreement or any
subsequent period thereof.
NUTEK shall pay Xxxxx Xxxxxxxxxx any and all royalties owed or which may
become due as compensation for any and all sales of existing products.
Development and Production of Videos, Fitness Equipment and
Fitness/Training Manuals.
Both Kaire and NUTEK shall have the right to invest up to 50% (fifty
percent) of the development and production costs necessary to create
future fitness videos, fitness equipment, and fitness/training manuals
which involve Xxxxx Xxxxxxxxxx.
The percentage to which Kaire and NUTEK each contribute for said
development and production costs relative to the overall development
and production costs shall determine each entity's ownership interest in
the final product.
Each entity shall have the right to market said products in any responsible
way necessary for the promotion and sale of the product. Said marketing
costs shall be considered a "development and production cost" for the
purposes of this Agreement. The marketing and/or promotion of any product in
Section 2 on either the Kaire or NUTEK web site shall not be considered a
"marketing cost" for the purpose of this Agreement.
Regarding profits from II. (A.)(1-2)
Profits for products sold on the xxxxxxxxxx.xxx or any other internet web
site owned by Kaire Holdings: 75 % to Kaire and 25 % to NUTEK. Royalties
to Xxxxx Helevenston shall be paid according to the same 75/25 breakdown.
Profits for products sold on the NUTEK Site or any other internet web
site owned by NUTEK: 75 % to NUTEK and 25 % to Kaire. Royalties to Xxxxx
Helevenston shall be paid according to the same 75/25 breakdown.
Profits from 3rd party sales (or non-Kaire/NUTEK owned businesses) shall
be split 50/50. Royalties to Xxxxx Helevenston shall be paid according to
the same 50/50 breakdown.
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Term of Agreement.
The terms of this agreement shall be effective for a period no less than
1 year, beginning on the date this Agreement is executed. This Agreement
may be terminated after any 1 year period by either party by giving 30 days
written notice via U.S. mail to the addresses listed above. If no notice
is given, up to three additional 1 year periods shall begin and become
effective at 12:01 a.m. on the day following the last effective day of the
prior period of this Agreement.
Entirety of Agreement.
The provisions contained above, and each of them, are the entire Agreement.
No other part or provision, either written or oral, shall be relevant with
respect to the interpretation this Agreement. Any subsequent addition or
amendment to this Agreement shall be operative to the extent that it
explicitly supplants or replaces any term or condition contained herein.
Kaire Holdings, Inc. NUTEK Inc.
By: Xxxx Xxxxxxxxx By: Xxxxxx X.Xxxxxxxx
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Chief financial Officer President/CEO
Date: 9/2/99 Date: 9/2/99
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