Exhibit 10.1
EXCLUSIVE PURCHASING AND MARKETING AGREEMENT
THIS EXCLUSIVE MARKETING AGREEMENT ("Agreement") dated April 20, 2008
("Effective Date"), is made and entered into by and between Easy Energy, Inc.,
with principal offices at United State Of America ("Seller"), and Al-Sadeef
Trading company (Jordanian company no. 200015669) by Xx. Xxxxxxx Xxxxx Hamadi &
Mr. All Xxxxx Xxxxxx with principal offices at Amman-Jordan ("Buyer").
RECITALS
A. Seller is a corporation having its principal office and place of
business at USA, Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada.
USA, with the corporate power to own property and carry on its
business as contemplated by this Agreement. Seller is engaged in the
manufacture, marketing and sale of "YOGEN" ("Products") throughout the
world.
B. Buyer is an individual and/or corporation having its principal office
and place of business at Amman- Jordan. Buyer is an individual and/or
a corporation duly organized, validly existing, and in good standing
under the laws of the State of Jordan, with the corporate power to own
property and carry on its business as contemplated by this Agreement.
Buyer is experienced in the marketing and distribution of products of
similar nature as seller's products.
C. Seller is desirous of having Buyer become the exclusive purchasing,
marketing and sales representative for the Seller's products
throughout the Territory (as defined below).
D. The purpose of this Agreement is to set forth the respective rights,
duties, obligations, and responsibilities of Seller and Buyer with
respect to the marketing of seller's products throughout the
Territory.
NOW THEREFORE, in consideration of recitals and the covenants and conditions
contained in this Agreement, the parties mutually agree as follows:
I. DEFINITIONS
A. Products - The term "Products" shall mean the products and services
produced by Seller, namely the "YOGEN".
B. Product Sales - the term "Product Sales" as used in this Agreement
shall mean sales of Products to Customers.
C. Product Price - the term "Product Price" as used in this Agreement
shall mean the price for each Product set forth on Exhibit A.
D. Territory - the term 'Territory" as used in this Agreement shall mean
the Middle East, except for Tunisia, Morocco & Israel.
E. Customers -- anyone who's willing to buy and/or use and/or sell
Products within the Territory.
II. APPOINTMENT AND AUTHORITY
A. Appointment. Subject to the terms and conditions set forth herein,
Seller does hereby appoint Buyer as the exclusive purchasing,
marketing and sales representative for Products specified in this
Agreement in the Territory. Buyer hereby accepts such appointment.
B. Exclusivity. In the event that Seller receives requests for purchase
of or information relating to the Products from Customers from the
Territory, Seller shall forward such requests to Buyer. Under no
circumstances shall Seller fabricate or accept an order for the
Products (1) from Customers, or (2) from any Person who Seller knows
intends to resell the Products to Customers. Notwithstanding the
above, in case orders for the Products are made by Customers via
Seller's internet site, then such orders shall be credited to the
Buyer.
C. Conflict of Interest. Buyer warrants to Seller that neither Buyer nor
any affiliate of Buyer currently represents or promotes any lines or
products that directly compete with Products.
D. Independent Contractors. The relationship of Seller and Buyer
established by this Agreement is that of independent contractors, and
nothing contained in this Agreement shall be construed to give either
party the power to direct and control the day-to-day activities of the
other or allow one party to create or assume any obligation on behalf
of the other for any purpose whatsoever, except for (1) the marketing
of Products in accordance with the terms of this Agreement; (2) the
performance of other obligations specified in this Agreement. All
financial obligations associated with Buyer's business are the sole
responsibility of Buyer.
III. TERMS OF PURCHASING OF PRODUCTS BY BUYER
A. Purchase Orders. This Agreement contemplates that Buyer shall submit
purchase orders for Products (i) using E-mail, (ii) using written
order forms, or (iii) otherwise. All such purchase orders are subject
to Seller's acceptance, which acceptance shall not be unreasonably
withheld or delayed.
B. Terms and Conditions. All purchase orders for Products submitted by
Customers during the term of this Agreement shall be subject to the
terms and conditions of this Agreement.
C. Product's Price Changes. The Products Price for each Product may be
changed by Seller from time to time provided that Seller shall give
Buyer sixty (60) days prior notice before the change in Products
Prices becomes effective.
D. Payments. Buyer will pay to Seller by transferring funds to Seller's
account, by letter of credit issued by a bank acceptable to the
Seller, or another method accepted by Seller, as following:
a. Sum equal to the Products price multiplied by the number of
Products ordered by Buyer shall be paid to the Seller by bank
transfer to the Sellers bank account upon making such order.
b. The sides can amend these terms of Payment by written agreement.
IV. PURCHASE OF SELLER'S SHARES
A. Upon the signature of this Agreement the Buyer (By Xx. Xxxxxxx & Xx.
Xxx) shall purchase from the Seller 80,000 restricted shares of the
Seller at an aggregate sum of US$20,000 representing a price per share
of US$0.25 ("RESTRICTED SHARES").
B. The purchase of the Restricted Shares by the Buyer is a suspending
condition for the effectuation of this Agreement.
V. BUYER'S RESPONSIBILITIES
A. Sale By Buyer. Buyer shall purchase Products from Seller, at an amount
of not Less than 300,000 units per year. ("Minimum Sales Quota").
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B. Compliance with Laws and Good Commercial Practices. Buyer shall use
its best efforts to promote and sell the Products for use only by
qualified Customers in compliance with local laws and regulations and
good commercial practice.
VI. SELLER'S RESPONSIBILITIES
A. Current and Future Supply Of Products. In order to develop a coherent
marketing strategy, Seller will make its best efforts to supply all of
Buyer's orders as quickly as possible.
B. Discounts. At the Seller's sole discretion, Seller may decide to grant
the Buyer a reasonable discount on Product's Prices, Seller shall base
its decision on the quantity of orders made by the Buyer.
C. Manufacturing and Shipping. Seller shall use reasonable efforts to
manufacture and ship the products within 90 business days after
acceptance of the order. The acceptance shall be given within 24 hours
after receiving an order.
VII. LIABILITY
A. Except to the extent that by the law relating to this Agreement it is
not lawful to exclude such liability, the Seller shall not be liable
to the Buyer or to any other person for any loss or damage whatsoever
and howsoever caused arising directly or indirectly in connection with
the Products or any part or parts (including hardware and software
thereof), its maintenance or otherwise. Notwithstanding the foregoing
generality, the Seller expressly excludes liability for consequential
loss or damage including but not limited to loss of profits, business,
revenue, goodwill or anticipated savings.
B. In the event that any exclusion of liability contained in this
Agreement shall be held to be invalid for any reason and the Seller
becomes liable for lose or damage that may be limited, such liability
shall be limited to the price paid by the Buyer to the Seller for the
Products or part or other item from which such loss or damage directly
arose.
C. The Distributor hereby undertakes to take out and maintain adequate
insurance company approved by the Seller against liability which the
Buyer or the Seller may incur to a Customer or any other person in
connection with the Products or maintenance thereof. The Buyer shall
on request by the Seller produce to the Seller the policy of such
insurance, the premium receipt and insurance certificate.
VIII. COPYRIGHT, PATENTS, TRADE MARKS AND OTHER INTELLECTUAL PROPERTY RIGHTS.
A. The Buyer acknowledges that any and all of the copyrights, trade
marks, patents and other intellectual property right used or
subsisting in or in connection with the Products (including hardware
and software thereof) and all documentation and manuals relating
thereto are and shall remain the sole property of the Seller or such
other party as may be identified therein or thereon, and the Buyer
shall not during or at any time after the expiry or termination of the
this Agreement in any way question or dispute the ownership by the
Seller or such other party of any such rights.
B. The Buyer also acknowledges that such copyrights, trade marks, patents
and other rights belonging to the Seller or such other party may only
be used by the Buyer with the consent of the Seller and during the
continuation of this Agreement. The Buyer undertakes to faithfully
reproduce all copyright, trade marks and other legends as may appear
in, on or in respect of the Products on all material or media whether
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or not the Buyer is permitted to reproduce the same or not. Upon
expiry or termination hereof the Buyer shall forthwith discontinue
such use, without any right of compensation for such discontinuation.
The Buyer shall not during or after the expiry or termination of this
Agreement, without the prior written consent of the Seller, use or
adopt any name, trade name, trading style or commercial designation
that includes or is similar to or may be mistaken for the whole or any
part of any trade xxxx, trade name, trading style or commercial
designation used by the Seller.
IX. CONFIDENTIAL INFORMATION
The Seller has imparted and may from time to time impart to the Buyer certain
confidential information relating to the Products, parts or sub-assemblies
including hardware and software thereof, successor products or other Seller
products or marketing or maintenance thereof (including technical specifications
therefore) and the Buyer may otherwise obtain confidential information
concerning the business and affairs of the Seller pursuant to this Agreement.
The Buyer hereby agrees that it will use such confidential information solely
for the purposes of this Agreement and that it shall not disclose, whether
directly or indirectly, to any third party such information other than as
required to carry out the purposes of this Agreement. In such cases the Buyer
will, prior to any such disclosure, obtain from such third parties duly binding
agreements to maintain in confidence the information to be disclose to the same
extent at least as the Buyer is so bound to the Seller hereunder. The Buyer
further agrees that on expiry or termination of this Agreement it shall not
itself or through any subsidiary or agent sell, sub-license, market, distribute,
manufacture or otherwise deal with the Products or any part or parts or
sub-assemblies thereof or have the same manufactured for it through the use of
any technical or confidential information supplied to it by the Seller or in any
other way obtained by the Buyer pursuant to this Agreement. The forgoing
provisions shall not prevent the disclosure or use by the Buyer of any
information which is or hereafter through no fault of the Buyer becomes public
knowledge or to the extent required by law.
X. COMMERCIAL AND TECHNICAL ASSISTANCE
The Seller may from time to time during the term of this Agreement, at the
request and expense of the Buyer, render to the Buyer adequate commercial and
technical assistance in connection with marketing and maintenance of the
Products. Such additional assistance shall be at such times, for such duration
and upon such other terms as the Seller shall determine. The cost of such
assistance will be agreed in advance between the parties.
XI. MARKETING AND TECHNICAL INFORMATION
A. The Buyer shall, prior to the execution of this Agreement and from
time to time thereafter at regular intervals, prepare for the Sellers
approval a marketing plan including proposed advertising material, the
related costs and expenses therefore and the Buyers conditions of sale
to customers.
B. The Seller shall furnish to the Buyer one reproducible copy in the
Seller's language of the relevant documentation and component lists
that the Seller determines necessary to enable the Buyer to market,
support and maintain the Products in the Territory.
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C. The Seller shall keep the Buyer informed of any changes, additions or
modifications to such documentation and component lists that have a
substantial effect on performance, cost or maintenance of the
Products.
D. The Buyer undertakes to return forthwith to the Seller all such
documentations, drawings, data, technical and other information and
any copies thereof upon expiry or termination of this Agreement.
XII. ADVERTISING
The Buyer is obligated to advertise the Product throughout the Territory
at its own expense according to a budget to be agreed upon between the
parties. The Company shall participate in the Buyer's aforesaid
advertising expenses, at a sum to be decided upon by the Company I and at
the Company's sole discretion.
XIII. PRODUCT SALE PRICE
A. The Buyer is aware that Company may set a minimal sale price for its
Products to customers ("Set Price"). The Buyer is obligated not to
sell any of the Company Products at a price which is less than such
Set Price.
B. In the event Company becomes aware that the Buyer has sold any
products at a price which is lower than the Set Price, Buyer shall
reimburse Company with the difference between the Company's Set Price
and the actual price the products were sold.
XIV. WARRANTIES AND LIMITATION OF LIABILITY
A. Seller Warranty Disclaimer. SELLER WARRANTS THAT QUALITY OF PRODUCTS
WILL BE AS THE QUALITY OF SAMPLES WHICH WERE SENT TO BUYER AND SHALL
GRANT A PRODUCTS WARRANTY FOR A PERIOD OF ONE YEAR FROM PRODUCTION
ACCORDING TO THE PRODUCT WARRANTY PROVIDED BY SELLER.
B. LIMITATION OF LIABILITY. BUYER SHALL NOT BE LIABLE FOR QUALITY OF
PRODUCTS AND SHALL INFORM THE CUSTOMERS OF THE SELLER'S WARRANTY
DISCLAIMER.
C. EXCHANGE OF DEFECTIVE GOODS: IN CASE THE GOODS Received BY THE BUYER
PROVE TO BE DEFECTIVE, SUCH GOODS WILL BE REPLACED BY THE SELLER.
XV. TERMINATION AND RENEWAL RIGHTS;
A. Term. The term of the Agreement commences on the Effective Date and
continues unless terminated as set forth below.
B. Right of Buyer to Terminate Agreement for Convenience. Buyer shall
have the right to terminate this Agreement at any time and for any
reason upon ninety (90) days prior written notice to Seller.
C. Right of Seller to Terminate Agreement for Buyer Failure to Meet
Minimum Sales Quota.
(1) Seller's Termination Rights.
Except as expressly provided otherwise below, Seller shall have the
right to give written notice of termination of this Agreement to Buyer
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within 60 days after the end of any sales period in which Buyer has
failed to meet the minimum sales quotas, which termination shall
become effective 90 days after receipt by the defaulting party. In the
event Seller provides such termination notice, Buyer has the right to
correct its failure and meet Minimum Sales Quota of any sales period
within 90 days, which action will void said termination notice.
D. Mutual Right to Terminate for Cause. If either party is in default in
the performance of any material provision of this Agreement, then the
non- defaulting party shall have the right to terminate this Agreement
by giving written notice to the defaulting party, said termination
shall become effective 120 days after receipt by the defaulting party
unless the defaulting party cures the breach within such 90 day
period.
E. Mutual Right to Terminate for Insolvency. At the discretion of the
non-insolvent party, this Agreement shall terminate immediately upon
notice to the other party (1) upon the institution by or against such
other party of insolvency, receivership or bankruptcy proceedings or
any other proceedings for the settlement of such party's debts, (2)
upon such party making an assignment for the benefit of its creditors,
or (3) upon such party's dissolution or ceasing to do business.
I. WARRANTIES AND REPRESENTATIONS
A. Seller Representations. Seller warrants and represents that it has the
authority and right to execute, enter into, and perform this Agreement
and that it has no conflicting agreements which prevent it from
fulfilling its responsibilities enumerated herein.
B. Buyer Representations. Buyer warrants and represents that it has the
authority and right to execute, enter into, and perform this Agreement
and that it has no conflicting agreements which prevent it from
fulfilling its responsibilities enumerated herein.
C. Notices. Any notice, request, demand or other communication required
or permitted to be given under this Agreement may be given by personal
delivery in writing, by registered or certified mail, or e-mail.
Notice shall be deemed complete on the date of actual receipt, or five
(5) business days after mailing in the case of mailed notice. Said
notices shall be mailed as follows:
(1) In the case of Buyer, AL-SADEEF TRADING COMPANY to
XXXXXX_XX@XXXXX.XXX or to such other person or address as Buyer
may from time to time furnish to Seller in writing.
(2) In the case of Seller to EASY ENERGY, INC.
XXXXXX@XXXX-XXXXXX.XXX, or to such other person or address as
Seller may from time to time furnish to Buyer.
D. Entire Agreement. This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter herein and
merges all prior provisions between them. No modification of or
amendment to this Agreement, nor any waiver of any rights under this
Agreement, shall be effective unless in writing signed by the party to
be charged.
E. Assignment. This Agreement constitutes a personal contract and Buyer
shall not be permitted to transfer or assign any rights or duties
under this Agreement, or any part thereof, without the prior written
consent of the other Seller, except that Buyer shall have the right to
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assign any of its rights or duties under this Agreement to a company
in Buyer's control which shall be established in the country of Iraq,
providing the shareholders and/or members of such newly established
company shall be the Buyer.
F. Force Majeure. Nonperformance of either party shall be excused to the
extent that performance is rendered impossible by strike, fire, flood,
governmental acts or orders or restrictions, failure of suppliers,
war, terrorism or any other reason where failure to perform is beyond
the reasonable control of and is not caused by the negligence of the
non-performing party.
G. No Implied Waivers. The failure of either party at any time to require
the performance by the other party of any provision hereof shall not
affect in any way the full right to require such performance at any
time thereafter, and the waiver by either party of a breach of any
provision hereof shall not be taken or held to be a waiver of the
provision itself.
H. Controlling Law. This Agreement shall be governed by, and construed
and interpreted in accordance with, the laws of the State of Nevada
(USA) without reference to conflict of laws principles or statutory
rules of arbitration. The courts within the State of Nevada (USA)
shall have exclusive jurisdiction to adjudicate any dispute arising
out of this Agreement.
I. Severability. If any provision of this Agreement is or becomes or is
held to be invalid or unenforceable, such provision shall be deemed
amended to the narrowest extent necessary to conform to applicable
laws so as to remain valid and enforceable or, if it cannot be so
amended without materially altering the intentions of the parties
hereto, it shall be stricken and the remainder of this Agreement shall
remain in full force and effect.
J. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of
which together shall constitute one instrument.
K. Headings. The section headings of this Agreement are for convenience
of reference only and shall not be deemed to alter or affect any
provision hereof.
EXECUTED on the date first above written.
Al-Sadeef Trading Company
("Buyer")
/s/ Xxxxxxx Xxxxx Hamadi /s/ Ali Xxxxx Xxxxxx
-------------------------------- --------------------------------
Chief Executive Officer Chief Executive Officer
Xx. Xxxxxxx Xxxxx Hamadi Xx. Xxx Xxxxx Xxxxxx
Easy Energy, Inc
("Seller")
/s/ Guy Ofir /s/ Xxxxxxx Xxxxx
-------------------------------- --------------------------------
Guy Ofir, President. Xxxxxxx Xxxxx, Director
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Attached: EXHIBIT A
LIST OF PRODUCTS, SERVICES AND PRICES:EXHIBIT A Products:
Products: "YoGen" .
Price:
Manufacture price of the products as provided by the seller + 30%.
Including all shipment expenses incurred by the Seller.
/s/ Guy Ofir
--------------------------------
Xx. Xxx Xxxx
Easy Energy, Inc
By Xx. Xxx Xxxx, Presidents
PRICE:
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