1
EXHIBIT 10.3
LIMITED EXCLUSIVE MARKETING
BILATERAL AGREEMENT
BE IT RESOLVED, that in consideration of the desire of Moonlighting
Distribution Corporation-USA, hereinafter referred to as Grantor, and Summit
Technologies, Inc., hereinafter referred to as Licensee, the parties to this
agreement do hereby agree to the mutual promises and covenants contained herein;
1. Grantor agrees to assign to Licensee limited exclusive
marketing rights to the product Poder Sexual, Ultimate
Stressex and/or Poder 24. The limitation herewith shall be
dependent on a license fee being paid to the Grantor in the
amount of $10,000 by Licensee, and meeting the annual
production schedule contained in exhibit A to this agreement.
Grantor agrees that any new technology or product enhancements
shall transfer in product improvements to the Licensee.
2. Grantor agrees that Licensee may utilize the names Grantor is assigning
Licensee. Further, Grantor gives Licensee the right to develop new
names by which to market the "unique Ultimate Stressex Formulation".
3. Grantor agrees to a unit (Bottle-120 tablets) price of $3.65
for the female formulation and $3.85 for the male formulation.
Grantor retains the right to increase pricing to Licensee only
in the event that such increase would result from increased
manufacturing cost of product because of increased pricing
from one or more of the several ingredients in the formula or
packaging costs. Such increase, if any, would be verifiable
to Licensee.
4. Grantor warrants to Licensee that there shall be no other
sales of this unique formulation except to Licensee, unless
Licensee fails to meet the production quota (Exhibit A
attached hereto) or grandfathered accounts. Those
grandfathered accounts are Moonlighting International-
Philippines, Pannache Salons Limited and a small group of
distributors under a single downline of Xxxx Xxxxx of
Indianapolis, Indiana.
5. Licensee represents that the $10,000 license fee has been solicited for
the purpose of and is being paid for the sole purpose of marketing
exclusively this "unique Stressex formulation." (Subject to the
conditions of paragraph 4) Grantor expressly grants to Licensee the
rights of electronic media, direct sales, retail, mail-order and/or
multi-level sales opportunities.
6. Grantor agrees that this agreement shall remain in effect with
Licensee, their heirs, successors or assigns so long as the
Exhibit 10.3
Page 1 of 2 Pages
2
production requirements of Exhibit A (attached hereto) are
continually met.
7. In the event of any dispute in connection herewith, THE AMERICAN
ARBITRATION ASSOCIATION, and the laws thereof shall prevail. Court
costs and attorneys fees shall be paid by the non-prevailing party.
8. Grantor agrees that Licensee shall have the first right of refusal on
all products manufactured by Moonlighting Distribution Corporation-USA.
Grantor's role to Licensee shall be that of manufacturer/supplier for
Licensee.
9. Each party hereto stipulates that any and all names, telex,
faxes, or telephone numbers and fax numbers, and any other
matters, arising between the parties and properly identified
as confidential in accordance with paragraph 7, hereto shall
be kept totally confidential and not be further distributed
without permission by the other party to do so. A separate
license fee will be payable for each line (i.e. skin care,
weight loss, herbal, aromatherapy and auto products.)
10. For this agreement to be applicable to a specific matter, the providing
party shall identify the matter to the receiving party in writing
citing this agreement.
11. This agreement may be terminated for just cause as outlined herein and
only by the stipulation set forth in this agreement.
In witness thereof, we have subscribed our names thereto and agree that this
agreement became effective the 6th day of October, 1997.
For Moonlighting Distribution For Summit Technologies, Inc.
Corporation-USA
/s/ Xxxxx Xxxxxx /s/ B. Xxxxx Xxxxxx
Xxxxx Xxxxxx, President B. Xxxxx Xxxxxx, Chairman/CEO
State of Texas
County of Xxxxx
This Instrument was acknowledged before me on 10-6-97 by Xxxxx Xxxxxx and Xxxxx
Xxxxxx.
/s/ Xxxxxxxx X. Xxxxxxxx
(Seal) Notary Public, State of Texas
My commission expires 7-25-2001
Exhibit 10.3
Page 2 of 2 Pages
