DEVELOPMENT AGREEMENT
Exhibit
10.1
In
this
Agreement AOB
BIOTECH INC.
("Developer"), a California registered company, doing business at 000 Xxxxx
Xxxx
Xxx., Xxxxxxxx and SuperMax
USA, INC.
("Contractor"),
located
at Japan, agrees that on August,2005.
AOB
BIOTECH INC. is to develop five formulas for SuperMax USA, INC. described
herein
under the following terms and conditions:
1.
Background
SUPERMAX
USA, INC. desires to develop supplement formulas for Prostate
Care,
Diabetes
Supplements,
Child
Supplements,
Joint
Care,
and
Men’s
Formula.
AOB
BIOTECH
INC.
possesses technology and expertise relating to Prostate Care, Diabetes
Supplements, Child Supplements, Joint Care, and Men’s Formula. In light of these
facts, AOB BIOTECH
INC.
and
SUPERMAX USA, INC. entered into a preliminary Development Agreement on (August,
2005) in order that AOB BIOTECH INC. develops five supplement formulas for
SUPERMAX
USA, INC.
2.
Definitions
a) Field:
shall mean human health products.
| b) |
Products:
shall mean all five formulas of which AOB BIOTECH INC. produces for
SUPERMAX USA, INC.
|
3.
Compensation
| a) |
SuperMax
USA Inc. will pay AOB BIOTECH INC. $500,000.00
for the five formulas given to SUPERMAX USA,
INC.
|
4.
Proprietary
Rights
| a) |
SUPERMAX
USA, INC. will retain title to and ownership of all technology (including,
without limitation, all patents, inventions, and data relating thereto)
relating to formulas developed by AOB BIOTECH INC. as a result of
the
Development Program or otherwise.
|
AOB
BIOTECH INC. shall grant to SUPERMAX USA, INC. five formulas to supplements
which AOB BIOTECH INC. will not sell to any other third party. SUPERMAX USA,
INC.
will
be
given the five formulas.
5.
Confidentiality
and Disclosure
| a) |
Each
party agrees to keep confidential and to not use for any purpose
other
than as set forth herein all technical information and materials
supplied
by the other hereunder and any information a party may acquire about
the
other or its activities as a result of entering into this Agreement,
provided that such obligation shall not apply to technical information
or
material which: (i) was in the receiving party's possession without
restriction prior to receipt from the other party or its Affiliates;
(ii)
was in the public domain at the time of receipt; (iii) becomes part
of the
public domain through no fault of the receiving party; (iv) shall
be
lawfully received from a third party with a right of further disclosure;
(v) shall be required to be disclosed by law, by regulation or by
the
rules of any securities exchange.
|
6.
Disclaimer
of Warranty
| a) |
AOB
BIOTECH INC. makes no representations or warranties, express or implied,
other than those specified in this agreement, with respect to any
services, technology, products or materials supplied to SUPERMAX
USA, INC.
hereunder, including without limitation any warranties of merchantability
or fitness for a particular purpose.
|
7.
Government
Approvals
| a) |
SUPERMAX
USA, INC. shall be responsible for conducting all necessary testing
as
well as determining what, if any, government approvals are required
for
the use and sale of Products developed hereunder and shall comply
with all
such requirements prior to and following the sale or distribution
of such
Products.
|
8.
Waiver
| a) |
Any
waiver by either party of a breach of any provision of this Agreement
shall not operate as or be construed to be a waiver of any further
breach
of the same or other provisions of this Agreement. The failure of
a party
to insist upon strict adherence to any term of this Agreement on
one or
more occasions shall not be considered a waiver or deprive that party
of
the right thereafter to insist upon strict adherence to that term
or any
other term of this Agreement. Any waiver must be in
writing.
|
9.
Notices
Any
legal
notice required or permitted hereunder shall be considered properly given
if in
writing and sent by first class mail, certified mail or by email to the party
being notified
at
their
address.
Such
notice shall be effective upon receipt or upon refusal to accept such notice.
In
any case, notice shall be presumed effective no later than five (5) days
after
such notice is sent.
Neither
party shall originate any publicity, news release or public announcement,
written or oral, relating to this Agreement, including its existence, without
the written approval of the
other
party.
10.
Entire
Understanding
This
Agreement may be executed by the parties hereto in counterparts, each of
which
when so executed and delivered shall be considered to be an original, but
all
such counterparts
shall
together constitute but one and the same instrument. This Agreement constitutes
the entire understanding between the parties with respect to the subject
matter
hereof and
supersedes
all previous agreements related thereto, provided, however, that no variation
or
modification of this Agreement or any of the terms hereof shall be valid
unless
in
writing
and signed by the parties hereto.
WITNESS
the signature of both parties by their duly authorized officers:
/s/
Xxxxxx Xxxx
Xxxxxx
Xxxx
Chief
Executive Officer
SuperMax
USA, Inc.
/s/
Xxxxxx Xxxxxxx
Xxxxxx
Xxxxxxx
President
