GiftPax(R)
American Sampling
Incorporated
IN VITRO INTERNATIONAL/NEW MOTHER GIFTPAX
THIS AGREEMENT, made and entered into this 24th day of October 1996, by and
between American Sampling Incorporated, having its principal place of business
at 00 Xxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000-0000, hereinafter referred to
as the "Distributor", and In Vitro International, having its principal place
of business at 0000 Xxxxx Xxxxx #0, Xxxxxx, Xxxxx 00000, hereinafter referred
to as the "Advertiser."
WITNESSETH:
WHEREAS, the Distributor is engaged in the business of distributing New Mother
GiftPax (gift packages containing sample products, premiums and other items)
to new mothers and makes such distribution through participating hospitals
located in the territory or area set forth in Schedule "A" herein, and
WHEREAS, the Advertiser desires to have its products, literature and/or
premiums consisting of a Guardian DNA Offer included in New Mother GiftPax and
distributed in said territory upon the terms and conditions hereinafter set
forth.
NOW, THEREFORE, the parties hereto agree as follows:
1.Advertiser hereby agrees to furnish and deliver to the Distributor, at its
Fredericktown, Missouri warehouse, freight prepaid, the required amount of
Guardian DNA Offers for distribution by the Distributor. Delivery shall be
made on or before the 20th of the month prior to distribution with the first
delivery due by on or before December 20, 1996 and can be monthly, quarterly,
or semi-annually. The commencement date of such distribution shall be January
1997 and shall continue through December 1997, or until all inserts are
distributed. The distributor agrees to procure the maximum distribution of
said items in the described territory, and the Advertiser agrees to furnish
the Distributor for distribution a minimum of 3,773,000 units (314,416 units
per month).
2. Distributor and Advertiser will review this agreement on a quarterly
basis. Advertiser may terminate agreement at the time of quarterly
review. Upon termination, right of first refusal will no longer apply.
3. Distribution costs will be covered on a per inquiry basis. Advertiser
will send Distributor $5.00 per order received. Payment and a full
report of activity shall be submitted to Distributor on a monthly basis
commencing March 1, 1997.
4. All products and literature furnished by the Advertiser for inclusion in
New Mother GiftPax must first be approved by the Distributor, and this
Agreement is contingent upon the acceptance by the various participating
hospitals of the item manufactured or
GiftPax(R)
American Sampling
Incorporated
2
marketed by the Advertiser for inclusion in New Mother GiftPax.
5. The Distributor hereby agrees that it will not include in New Mother
GiftPax packages, within the territory set forth in Schedule "A," any
item or article identical in type and use or similar to items furnished
to it for distribution by the Advertiser. The Advertiser, in turn,
agrees not to furnish such items for distribution through participating
hospitals other than through New Mother GiftPax.
6. Upon request, the Distributor will furnish to the Advertiser a schedule
indicating the participating hospitals supplied, by name, city, state,
and the number of New Mother GiftPax delivered containing the
Advertiser's item.
7. The Advertiser agrees to indemnify and hold the Distributor harmless
from and against any and all claims, judgments, attorneys' fees and
court costs arising out of claims based on the Advertiser's actions or
its literature and/or the use thereof. The Distributor shall give the
Advertiser prompt written notice of any claim, and the Advertiser shall
have the right to defend same. The Distributor agrees to indemnify and
hold the Advertiser harmless from and against any and all claims,
judgments, attorneys' fees and court costs arising out of claims based
on the Distributor's actions or on the products, premiums and other
items and/or the use thereof of the other manufacturers participating in
the distribution program. The Advertiser shall give the Distributor
prompt written notice of any claim, and the Distributor shall have the
right to defend same.
8. Right of First Refusal: Advertiser's Guardian DNA Offer is hereby
granted the right of first refusal from the date of the signing of this
Agreement through the end of the business day, September 30, 1997, for
the DNA Testing category for Distributor's New Mother GiftPax 1997
Distribution. While this right is in existence, should a category
competitor request participation in the New Mother GiftPax distribution,
the Distributor shall notify the Advertiser, in writing, and it shall
have fifteen (15) business days from receipt of said notification to
exercise the right of first refusal granted herein. Such participation,
however, shall be on terms and conditions no less favorable to the
Distributor than those offered by the category competitor. Distribution
of sample products always takes precedence over literature distribution
for any product category where sampling is viable.
GiftPax(R)
American Sampling
Incorporated
3
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed and executed the day and year first above written.
IN VITRO INTERNATIONAL
By: /s/ W. Xxxxxxx Xxxxx
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Title: CEO & President InVitro International
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Date: 10-24-96
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AMERICAN SAMPLING INCORPORATED
By: /s/ Xxxxxxxx Xxxxxxxx By: /s/ Xxxxx Xxxxxxxx
------------------------ --------------------------
Title: President Title: Mgr. Sales Admin
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Date: 10-24-96 Date: 10-24-96
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GiftPax(R)
American Sampling
Incorporated
4
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SCHEDULE "A"
TERRITORY IN WHICH THE GUARDIAN DNA OFFERS ARE TO BE DISTRIBUTED
BY THE DISTRIBUTOR AND SHIPPING INSTRUCTIONS
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New Mother GiftPax containing a Guardian DNA Offer will be distributed
nationally in the 48 contiguous states, including the District of Columbia.
All coverage will be to new mothers. Total inventory required is 3,773,000
units.
Advertiser will deliver, prepaid, the following inventory requirements on or
before December 20, 1996 with subsequent deliveries on or before the 20th of
the month prior to distribution to:
GIFTPAX PACKING LOCATION
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Monthly: 314,416 units
Total: 3,773,000 units
Ship To: GiftTax/American Sampling, Inc.
000 X. Xxxxxxx Xxxxx
Xxxxxxxxxxxxx, Xxxxxxxx 00000
Attn: Mr. Xxx Xxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
Instructions: 1.) Delivery hours 7:00 a.m. - 12 noon
(Monday - Friday)
2.) Call for an appointment for trailer loads
3.) Xxxx all cartons as to contents and quantity
4.) Indicate NEW MOTHER GIFTPAX on shipping instructions
