EXHIBIT 10.2
EXCLUSIVITY CONTRACT
DATE: MARCH 2, 1995
BETWEEN: JJAMP TREASURY INTERNATIONAL CORP.,
0000 XXXXX XXX XXXX XXXX 00
XXXXX XXXX, XXXXXXX X0X-0XX
AND: MANICARE DIVISION/AAI
XXXXXXXX, XX 00000-0000
IT IS MUTUALLY AGREED BETWEEN JJAMP TREASURY INTERNATIONAL CORP., HEREINAFTER
CALLED "THE AGENT" AND MANICARE DIVISION/AAI, HEREINAFTER CALLED "THE SUPPLIER",
THAT:
1. THE SUPPLIER HEREBY APPOINTS THE AGENT, AND THE AGENT HEREBY AGREES TO ACT
FOR THE SUPPLIER, AS EXCLUSIVE AND SOLE DISTRIBUTOR FOR THE SALE OF ITS ENTIRE
PRODUCT LINE, THAT CAN BE SOLD IN THE AGENT'S TERRITORY.
2. THE TERRITORY COVERED BY THIS AGREEMENT WILL BE THE ENTIRE COUNTRY OF
BRAZIL.
3. THIS AGREEMENT IS EFFECTIVE FOR 24 MONTHS FROM DATE OF THIS AGREEMENT AND
MAY BE CANCELLED BY EITHER PARTY UPON 120 DAYS WRITTEN NOTICE, FOR
NONPERFORMANCE. THIS AGREEMENT HOWEVER BECOMES AUTOMATICALLY RENEWABLE AT ITS
ANNIVERSARY, IF STILL IN EFFECT.
4. SHOULD THIS AGREEEMNT BE TERMINATED, THE SUPPLIER AGREES NOT TO APPROACH OR
CONDUCT ANY FORM OF BUSINESS WITH ANY INDIVIDUAL, COMPANY, OR BUSINESS ENTITY IN
BRAZIL FOR A PERIOD OF 3 YEARS.
5. FURTHER, IN THE EVENT OF TERMINATION SHOULD THE SUPPLIER NEED TO APPOINT
ANOTHER AGENT OR REPRESENTATIVE IN THE TERRITORY TO SERVICE THE EXISTING
CONTRACTS INITIATED BY THE AGENT, THEN THE ARRANGEMENTS AFORMENTIONED SHALL BE
RENEGOTIATED TO THE MUTUAL SATISFACTION OF BOTH PARTIES (AGENT AND SUPPLIER).
6. THE SUPPLIER HEREBY WARRANTS TO THE AGENT THAT IT SHALL NOT APPROACH OR
SOLICIT ANY BUSINESS TRANSACTION WITH ANY CLIENT THAT THE AGENT HAS INTRODUCED
TO THE SUPPLIER, WITHOUT PREVIOUS CONSENT, IN THE COUNTRY OF BRAZIL.
7. THE SUPPLIER HEREBY WARRANTS TO THE AGENT THAT IT SHALL INFORM AND/OR
PROVIDE COPIES OF ANY CORRESPONDENCE BETWEEN THE SUPPLIER AND ANY CLIENT OR
CONTACT IN THE COUNTRY OF BRAZIL, WHETHER INTRODUCED BY THE AGENT TO THE
SUPPLIER OR NOT.
(36)
APPLICABLE LAW
THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF RHODE ISLAND.
SIGNED ON THIS 8TH DAY OF MARCH, 1995 BY:
/s/ Xxxxx Xxx
------------------------------------------
JJAMP TREASURY INTERNATIONAL CORP. (AGENT)
ACCEPTED BY
/s/ Xxxxxx X. Xxxxxxxxxx, President
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MANICARE DIVISION/AAI
(37)
