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EXHIBIT 10.1(a)
PRODUCT AGREEMENT
AN AGREEMENT made this the 3 day of January, 1993, between United
Support Association, Inc. (USA), the Purchaser, 00000 XX 000xx, Xxxxx X, Xxxx,
Xxxxxxxxxx, 00000 and USA/Xxxx Xxxx Seminars, Inc. (WCS), the Seller, 00000 XX
000xx Xxxxx, Xxxx, Xxxxxxxxxx, 00000
XXX and WCS hereby agree as follows:
RECITALS
Whereas, USA is a Nevada Corporation, sponsoring and promoting certain
seminars owned by WCS, a Nevada Corporation; and
Whereas, USA, on behalf of WCS, has been sponsoring and promoting
certain seminars owned by WCS for the past several years controlled only by a
verbal agreement between parties; and
Whereas, the cost charged to USA for the right to use the name and
products owned by WCS for the seminar business has not been documented; and
Whereas, it is understood, one of the principle owner, principle
officer, or General Manager, of both corporations, USA and WCS, is Xxxx X. Xxxx,
all potential conflict of interests have been disclosed, discussed and waived by
the respective Board of Directors and shareholders of USA and WCS; and
Whereas, both parties desire to memorialize their previous verbal
agreement and past performance with a written agreement;
Therefore, the parties agree to the following terms:
I. PRODUCT COST
A. As full consideration for any and all rights granted by WSC, USA
shall pay WCS, by check mailed to the address set forth above,
the following sums:
1) For the fiscal year 1993 (ending January 31, 1994), and for
the fiscal year 19984 (ending January 31, 1995), USA shall pay
ten percent (10%) of all gross sales related to the seminars
business protected and owned by WCS, but promoted and
sponsored by USA.
2) For the fiscal year 1995 (ending January 31, 1996), and for
the fiscal year 1996 (ending January 31, 1997), USA shall pay
WCS from ten percent (10%) to thirty percent (30%) of all
gross sales. WCS shall have an option of taking a minimum of
ten percent (10%) or a maximum of thirty percent (30%) of all
gross sales. WCS shall also have the option of taking the
minimum payment of ten percent (10%) in direct payment, and
the optional twenty percent (20%) may be paid
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directly into stock brokerage accounts on behalf of WCS.
3) Gross sales shall be described as the total amount of money
collected by USA directly relating to the promotion and
sponsorship of certain seminars owned and controlled by WCS,
including the sale of products and services owned and
controlled by WCS, minus all refunds or bad debts.
4) The cost for the right to market and sell any entity
structuring service (Corporation, Limited Partnership, Living
Trust, Charitable Remainder Trust, pension, Business Trust)
shall be limited to ten percent (10%) with the distinction
that any entity seminar sales may be subject to the thirty
percent (30%) cost of goods factor.
5) In the event Xxxx X. Xxxx teaches any seminar sponsored by
USA, then WCS shall be entitled to fifty percent (50%) of
gross sales from that event.
II. PAYMENT SCHEDULE
A. As full consideration for any and all rights granted by WCS,
USA shall pay WCS, by check mailed to the address set forth
above, the following sums:
1) Ten percent (10%) of all gross sales on a bi-monthly
basis. If WCS desires any sum over ten percent (10%), up
to a maximum of thirty percent (30%) then WCS must notify
USA either in writing or verbally. USA will forward a
check for the remaining requested balance within
twenty-four (24) hours.
2) Any remaining balance due WCS must be claimed within sixty
(60) days after each fiscal year or the option to claim
the outstanding balances, if any, expires.
III. EXAMINATION OF BOOKS
A. WCS may examine the financial books of USA upon written
request.
B. The financial books shall be made available, at USA's
headquarters, within ten (10) days after The written request.
IV. ADVERTISING AND PROMOTION
A. USA shall have the right in conjunction with WCS, to
advertise and promote products in a manner that is mutually
acceptable to both parties.
B. Any alterations of the product for the purposes of advertising
must be approved by WCS.
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V. DISPUTES AND GOVERNING LAW
A. EXCLUSIVE JURISDICTION FOR THE DETERMINATION OF DISPUTES
BETWEEN OR AMONG PARTIES TO THIS AGREEMENT IS HEREBY VESTED
IN THE COURT OF COMPETENT JURISDICTION, IN THE STATE OF
WASHINGTON.
B. ARBITRATION MAY ALSO BE UTILIZED AS AGREED UPON BY BOTH
PARTIES.
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DATE
ACCEPTED AND AGREED:
UNITED SUPPORT ASSOCIATION, INC.
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XXXX X. XXXX
President of United Support Association, Inc.
USA/XXXX XXXX SEMINARS, INC.
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XXXX X. XXXX
President of USA/Xxxx Xxxx Seminars, Inc.
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