Agency Contract
Exhibit
10.16
This
Agency Contract is made effective the March 9, 2007, between Red Reef Laboratories International,
Inc. (“RRLB”) and Guangzhou Benchmark
Consultant Services
Limited (“Benchmark”)
In
consideration of the mutual
promises, covenants and agreements contained in this Contract, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, RRLB and Benchmark agree as follows:
Article
1
Subject
RRLB
appoints Benchmark his agent to establish the operation and management in
China.
Article
2
Obligations
2.1
Obligations of Benchmark
1．Benchmark
shall
assist RRLB to apply for the permit/license to sell its product in China Market.
Benchmark shall assist RRLB in establishing Guangzhou Office and appoint project
manager and project assistants who shall take charge of the whole service
process.
2．Benchmark
shall
provide RRLB for selection with capable candidates and assist with their
negotiation and cooperation to sell RRLB’s products in Chinese
market.
2.2
Obligations of RRLB
1． In
order to
acquire the said permit/license, RRLB shall pay Benchmark for any expense arises
which will be approximately US$9000, each expense shall be supported by
invoice/receipt. The expenses include but not limit to trademark
registration, approval documents from Ministry of Sanitary for the disinfectant,
etc.
2．During
the six-month
sale license application period, RRLB shall pay Benchmark service fee on monthly
basis but under no circumstances should it be over US$6000.00. The Service
fee
shall cover all the expenses such as the salaries of the project manager and
the
assistant, the rental and daily office expense of RRLB Guangzhou Office,
establishment expense of product promotion channels and reception expense,
etc.
All the expenses shall be reimbursed to RRLB according to the actual amount
in
the invoices or receipts.
3． After
six-month
period, RRLB shall pay Benchmark monthly a 5% commission of the wholesale
revenue as management fee.
Article
3
Payment
3.1
Upon
signing this contract by both parties, RRLB shall deposit US$9000.00, which
is
the sale license application fee, and US$18000.00, which is service fee for
the
first three months, into the Escrow account of Greentree Financial Group.
Starting from 4th month,
RRLB shall
make the payment the first days of each month of US$6000.00 for 3 consecutive
months.
3.2
After six-month period, RRLB shall pay Benchmark monthly a 5% commission
of the wholesale revenue as management fee.
Article
4
Term
The
effective term of this contract is five years, or from March 9, 2007 to March
8,
2012.
Article
5
Confidentiality
Both
RRLB
and Benchmark agree that it will not at any time, or in any fashion or manner
divulge, disclose or otherwise communicate to any person or corporation, in
any
manner whatsoever, any information of any kind, nature, or description
concerning any matters affecting or relating to the business of each others
company. This includes its method of operation, or its plans, its
processes, or other data of any kind or nature that they know, or should have
known, is confidential and not already information that resides in the public
domain. Both RRLB and Benchmark expressly agree that confidentiality
of these matters is extremely important and gravely affect the successful
conduct of business of each company, and its goodwill, and that any breach
of
the terms of this section is a material breach of this Agreement. The
provisions of this section shall survive termination of the
Agreement.
Article
6
Termination
In
the
event of a breach of this agreement by RRLB, RRLB shall be responsible for
any
outstanding fees and expenses. Benchmark shall have the right to
terminate this Contract on the grounds of RRLB’s failure to remit the required
payments or in the event of any breach of the Contract by RRLB. RRLB
has the right to terminate this agreement with thirty (30) days written
notice.
Article
7
Governing law
This
Agreement and the interpretation and enforcement of the terms of this Agreement
shall be governed under and subject to the laws of the People’s Republic of
China.
Article
8
Arbitration
Any
dispute or claim arising from or in any way related to this agreement shall
be
settled by arbitration in Shenzhen, China. All arbitration shall be
conducted in accordance with the rules and regulations of the China
International Economic and Trade Arbitration Commission, South China
Sub-commission.
Article
9
Miscellaneous
This
contract constitutes the entire understanding and agreement between the RRLB
and
Benchmark with respect to the subject matter hereof and supersedes all prior
understandings or agreements between the parties with respect thereto, whether
oral or written, express or implied. Any amendments or modifications must be
executed in writing by both parties. This contract and all rights, liabilities
and obligations hereunder shall be binding upon and inure to the benefit of
each
party’s successors but may not be assigned without the prior written approval of
the other party. If any provision of this contract shall be held or made invalid
by a statute, rule, regulation, decision of a tribunal or otherwise, the
remainder of this contract shall not be affected thereby and, to this extent,
the provisions of this contract shall be deemed to be severable.
Red
Reef
Laboratories International, Inc
Representative:
Guangzhou
Benchmark Consultant Services Limited
Representative:
Xxxxx
0 ,
0000
Xxxxxxxxx,
Xxxxx
