PRODUCT DEVELOPMENT AND DISTRIBUTION AGREEMENT
This Product Development and Distribution Agreement is made effective as of the
15th day of September 1997, by and between New Era Nutrition Inc. of Alberta,
Canada (hereinafter referred to as "New Era") and Mannatech Incorporated of
Texas, USA (hereinafter referred to as "Mannatech").
WITNESSETH:
WHEREAS, New Era is engaged in the research, development, manufacture and sale
of functional foods and nutraceuticals, and possesses particular technology or
know how which it is applying to develop products under its brand and for third
parties;
AND WHEREAS, Mannatech is a marketer and distributor of nutraceutical products
through a multi-level distribution, network;
AND WHEREAS, Mannatech is desirous to engage New Era to develop nutraceutical
food bars which Mannatech will market and distribute in accordance with its
methodology of product distribution in domestic and world markets;
NOW THEREFORE, New Era and Mannatech intending to become legally bound and in
consideration of their mutual covenants and promises herein contained agree as
follows:
1. Subject to and in accordance with the terms and conditions hereof,
Mannatech hereby engages New Era to formulate and develop prototype
nutraceutical food bars which Mannatech intends to exclusively market and
distribute ("Mannatech Bars").
2. Each of Mannatech and New Era have a vested interest to support the
commercial success of Mannatech Bars. Each parry shall reasonably cooperate with
the other and shall apply reasonable efforts as applicable, to assure tide
success of Mannatech Bars through the cycle of product development, manufacture,
marketing, merchandising and sale.
3. In accordance with the provisions of this Agreement. Mannatech may from
time to time, request New Era to perform specific product development as set out
in a proposed written work order ("Proposed Work Order"). The Proposed Work
Order shall contain complete guidelines and specifications for product
development, as the parties may reasonably require in order for New Era to
assess technical and market feasibility including: target consumer(s), intended
price, proposed launch date, jurisdictional and regulatory restrictions,
ingredient contents and restrictions, nutritional specifications, organoleptic
criteria, shelf life, manufacturing process and preferred manufacturer.
4. (a) If New Era agrees to proceed, the parties shall negotiate the terms of
the Work Order including: the projected cost and time for development work, as
well as other technical and business aspects as the parties determine at such
time ("Work Order").
(b) Any subsequent changes to the Work Order shall be in writing and shall
be in the form of a Change Order ("Change Order"). Any and all services to be
performed and products to be developed pursuant to the Work Order and each
Change Order shall constitute the work to be performed under this Agreement (the
"Work"). Any Change Order which increases the Work by more than 10% shall
require written approval of both parties. Mannatech shall compensate New Era for
any Work in excess of the Work Order at a rate of $150.00 per hour.
(c) In respect of each Work Order, New Era and Mannatech will each identify
to the other a technical representative who will have the primary responsibility
to coordinate all product development issues between the parties during the
course of the Work.
(d) Completion of a Work Order to Mannatech's reasonable satisfaction,
shall be evidenced by the provision of completed reasonably acceptable prototype
sample(s) supported by nutritional laboratory analysis which are consistent with
the Work Order or any Change Order(s).
5. (a) During the term of this Agreement or any license between the parties,
provided Mannatech is not in default of a material obligation of this Agreement
or the license at issue (provided (30) days have lapsed without such default
being cured after receipt of a written notice of such default stating with
specificity the nature, extent and cure required regarding such default) New Era
shall not directly or indirectly develop, manufacture or market an "equivalent
or derivative product" means any other multi-level marketing company or any
other form of retail distribution. For the purpose of this Agreement
"equivalent or derivative product" means any bar formulated by New Era which
substantially replicates the Mannatech Bars as to the combination of specific
macro and micro nutrients and claims regarding such micro nutrients, stated
functional features, esthetic and organoleptic features, with or without
Mannatech's proprietary ingredients, an/or formulations. Nothing in this
Agreement is intended to prevent New Era from developing, manufacturing or
marketing any other type of bar.
(b) During the term of this Agreement or any license between the parties,
provided New Era is not in default of a material obligation of this Agreement or
the license at issue (provided (30) days have lapsed without such default being
cured after receipt of a written notice of such default stating with specificity
the nature, extent and cure required regarding such default), Mannatech shall
not directly or indirectly develop, manufacture, acquire for distribution or
market any type of bar including food bar, vitamin bar or nutraceutical bar
derived from any entity other than New Era.
6. Prior to the sale of each Mannatech Bar developed pursuant to this
Agreement, the parties shall enter a licensing agreement with terms in form and
substance similar to that set forth in Exhibit "A". The license agreement may
include additional commercial terms hereafter agreed to by the parties in
respect of each Work Order ("License Agreement"). Each License Agreement which
is executed by New Era and Mannatech shall be attached as an Appendix "A" hereto
and shall form a part of this Agreement. Mannatech shall not assign or transfer
any License Agreement entered pursuant to this Agreement, without the
prior written consent of New Era, except to an affiliate or subsidiary, provided
such affiliate or subsidiary becomes a party to this Agreement and provided
Mannatech remains primarily and jointly liable and responsible for the
performance of all its obligations and those of its transferee or assignee.
7. (a) Mannatech acknowledges the proprietary nature of the technology and
know how applied by New Era in the development of Mannatech Bars from time to
time under this Agreement ("New Era Technology"). New Era retains ownership to
all intellectual property regarding New Era Technology which includes the
recipe, formulation, development, manufacture, technology, know how and process
of the Mannatech Bars. Mannatech shall not directly or through others, for a
period of one year following the expiration of this Product Development and
Distribution Agreement and any License incident thereto, attempt to alter any
Mannatech Bars, without the prior written consent of New Era. So long as the
provisions of the Product Development and Distribution Agreement and any License
Agreement incident thereto are observed, nothing contained herein shall be
deemed to preclude Mannatech from developing its own bar product which is not
based on New Era Technology, provided the Product Development and Distribution
Agreement &id any License Agreement incident thereto have been lawfully
terminated or have expired. (b) All technology which is possessed or entitled
to be possessed by Mannatech prior to the date of this Agreement (hereinafter
"Mannatech Technology"), as evidenced by its books and records, shall remain the
sole property of Mannatech. No license or other right to such technology is
granted therein by this Agreement. Mannatech retains ownership to all
intellectual property in the Mannatech Technology including formulations,
manufacturing processes, technology. and know how as well as Mannatech's
proprietary Ambrotose-TM- and its Metabolically Formulated Dietary Supplement
Profile products.
(c) Mannatech agrees that it will not attempt to interfere, circumvent or
usurp New Era in its contractual negotiations or relations with third parties in
regards to product development or manufacturing.
(d) Any products developed and/or sold by Mannatech in contravention of the
Product Development and Distribution Agreement and any License Agreement
incident thereto, shall be deemed to be the property of and for the benefit of
New Era. If requested Mannatech shall assign, and shall require those over who
it has control to assign, any and all rights determined to conflict or be
inconsistent with New Era's ownership according hereto. The provisions herein
shall survive expiration or termination of this Agreement.
8. The parties agree to maintain information confidential in accordance with
the provisions in this Agreement and the Secrecy Agreement set out in Appendix
"B" attached hereto and forming a part of this Agreement. Either party may
propose to the other such additional provisions as it may reasonably require for
the protection of its confidential information, which the parties shall deal
with in good faith. The provisions herein shall survive expiration or
termination of this Agreement.
9. During the term of this Agreement or any License hereunder, New Era shall
offer Mannatech a first right to distribute any new nutraceutical bar
formulations which New Era intends to offer to third parties for multi-level
marketing. Mannatech shall offer New Era a first right to conduct research and
development, to formulate, provide and manufacture nutraceutical bar products
which it intends to sell. In respect of each offer provided pursuant to this
paragraph, the receiving parry shall provide a complete written proposal within
30 days of receipt of each such offer, which the offering party shall have the
absolute discretion to accept of reject. All information exchanged hereunder
shill be kept confidential and shall not be used for any other purpose. Any
offer hereunder not accepted within 30 days after submission shall be deemed
rejected.
10. In accordance with the terms and provisions of this Agreement, at the
termination of this Agreement or any License incidental thereto (or any renewal
or extension thereof) provided such termination was not the result of a breach
by Mannatech, Mannatech shall have the right and ability to make bar and food
products, particularly using its proprietary ingredients and formulae, so long
as it does not employ any of the Intellectual Property or other proprietary
property of New Era.
11. For any work performed in Canada, New Era shall at its discretion attempt
to secure research and development assistance by grant, matching funds or
strategic relationship from government, academic or scientific institutions, or
industry agency, as may be applicable and in amounts and with conditions or
terms agreed to by the parties, provided that the same shall not negatively
affect any rights of Mannatech hereunder.
12. Subject to earlier payment terms imposed by third parties, all payments
shall be paid by wire transfer or certified check within twenty (20) days after
receipt of an invoice. Invoices shall be accompanied by supporting
documentation.
13. Any reference to either New Era or Mannatech is deemed to include
subsidiary and affiliated companies. This Agreement shall be binding upon the
parties hereto and upon their respective officers, executors, administrators,
legal representatives, successors and assigns. This Agreement may not be
assigned by either party without the prior written consent of the other.
14. This Agreement shall be governed for all purposes by the laws and courts of
the Province of Alberta, Canada. The parties hereby consent and agree not to
oppose the filing of any final, non-appealable judgment in any jurisdiction in
which it owns assets or conducts business. If any provision of this Agreement is
declared void, or otherwise unenforceable, such provision shall be deemed to
have been severed from the Agreement, all other provisions shall otherwise
remain in full force and effect. Notwithstanding the foregoing, the parties
agree that in the event subject matter or length of time set forth in this
Agreement is deemed too restrictive (except the term of the Agreement itself),
in any court proceeding; the court may reduce such restrictions to that which it
deems reasonable under the circumstances, but may not otherwise modify the terms
and conditions of this Agreement.
15. The obligations respecting disclosure and use of secret information shall
survive expiration or termination of this Agreement. In the event of conflict
between the provisions of this Agreement or the Appendices, the more specific
provision shall apply firstly and the more restrictive interpretation secondly.
16. In the event of any dispute under this Agreement, the parties agree to
resolve such dispute through a process of arbitration in accordance with the
Arbitration Act of the Province of Alberta. The parties shall appoint an
arbitrator within 30 days of a party invoking arbitration, failing which the
arbitrator shall forthwith be appointed upon application by either parry to a
court of law. The decision of the arbitrator shall be binding upon the parties.
17. This Agreement and the Appendices hereto constitute the entire
understanding of the parties and replace any and all former agreements,
understanding or representations relating in any way to the subject matter
hereof, and contain all of the terms, conditions, understanding, and promises of
the parties hereto relating to the subject matter, hereof.
IN WITNESS WHEREOF, THE PARTIES EXECUTED THE FOREGOING AGREEMENT AS OF THE DATE
FIRST SET OUT ABOVE.
NEW ERA NUTRITION INC. MANNATECH INCORPORATED
/s/ Xxxx Xxxx /s/ Xxxx Xxxxxx
----------------------------- -------------------------------------
PRESIDENT CHIEF EXECUTIVE OFFICER
APPENDIX "A" TO A PRODUCT DEVELOPMENT AGREEMENT BETWEEN NEW ERA NUTRITION
INC. AND MANNATECH INCORPORATED DATED SEPTEMBER 15th, 1997 (HEREINAFTER
REFERRED TO AS THE "MASTER AGREEMENT") TERMS DEFINED IN THE MASTER AGREEMENT
SHALL HAVE THE SAME MEANING IN THIS EXHIBIT "A".
LICENSE PROVISIONS:
RE: Work Order for three metabolic profile nutraceutical bars developed to
Licensee requirements and containing its proprietary ingredients, all in
accordance with the Master Agreement ("Mannatech Bars").
LICENSER: New Era Nutrition Inc.
LICENSEE: Mannatech Incorporated.
TERRITORY: Exclusive worldwide.
DURATION: Initial term of five (5) years, with an automatic option for
Licensee to renew the License for three (3) subsequent terms of
three (3) years, provided the License Agreement has not
terminated.
ROYALTY: Licensee shall pay Licenser the following per bar royalty on the
total amount of Mannatech Bars sold by Licensee or offered as a
promotion by Licensee (other than those bars distributed strictly
for sampling purposes and without consideration) and subject to
credits in royalties occasioned by returns of Mannatech Bars, if
any, as follows, all funds are in CDN currency:
(a) 0-5,000,000 bars @ $.10 per bar
(b) 5,000,001 bars and over $.08 per bar
Royalty rates per bar are based on cumulative volume over the
life of the License and are not figured on annual volumes.
Licenser, except by the terms of hereto or as otherwise may be
agreed to by Licensee, is precluded from receiving any other
payment, consideration, concession or thing of value in respect
of the Mannatech Bars, especially including from any third party
who is a vendor or potential vendor of Licensee.
CHANNELS OF
DISTRIBUTION: Multi-level, but precluding retail sales.
TERMS & CONDITIONS:
1. This is a per bar royalty arrangement. Licensee is to pay all costs in
accordance with the Master Agreement, this License Agreement and Appendix
"C".
2. The Licensee shall have the exclusive worldwide right to sell the Mannatech
Bars. The Licensee shall use its best efforts to sell the Mannatech Bars.
The Licenser shall not
sell Mannatech Bars or an equivalent or derivative product, to any third
party, in accordance with the terms of this License Agreement and the
Master Agreement as applicable.
3. Upon approval of Appendix "C" the Licensee shall forthwith provide the
Licenser with a non-refundable retainer equal to 50% of the budgeted cost.
The balance shall be paid forthwith upon receipt of invoices.
4. Licenser and Licensee shall jointly and reasonably agree on manufacturing
issues including: choice of manufacturing facility(s), volume and timing of
bars to be manufactured from time to time, technical specifications
regarding packaging material, cost of manufacturing, as well as such other
reasonable manufacturing specifications consistent with the Work Order to
which the Mannatech Bus shall comport. Licensee shall have final
determination of the choice of manufacturer.
5. The Licenser may, at its sole discretion, determine and implement such
measures it deems necessary to keep its Mannatech Bar formulations
confidential, which measures may include restriction of information to the
manufacturer, and the pre-mixing of particular ingredients prior to their
delivery to the manufacturer, provided the end product shall conform to any
applicable requirement of good manufacturing practices for either foods or
dietary supplements (as specifically identified by Licensee to Licenser)
both in the country of manufacture and intended shipment and sale.
6. All costs (approved in advance by Licensee) relating to product
development, manufacturing and sale shall be to the expense of the
Licensee. There shall be no cost whatsoever to Licenser other than as
specifically set out herein. Without limiting the generality of the
foregoing, cost to the Licensee includes all costs of product development
in accordance with Appendix "C", as well as such additional items as
ingredient acquisition and delivery, manufacturing, packaging, analysis,
regulatory compliance and the ratable portion of Licenser's reasonable
in-house personnel and overhead, as well as subcontracts cost related to
any of the foregoing (as set out in Exhibit "C" and any amendments which
the parties may agree to). All invoices relating to the cost of
manufacturing shall be invoiced to and payable by the Licensee for payment.
The Licensee shall receive the benefit of any volume discounts.
7. The Licenser, as directed and at the request of Licensee, shall act on
behalf of the Licensee in respect of manufacturing matters, but will not
attempt to bind the Licensee to any obligation without the Licensee's
express review and approval. At the request of the Licensee, the Licenser
shall negotiate prices and conditions with bar manufacturers and ingredient
suppliers, and shall make recommendations to the Licensee. The Licenser
shall assist in the coordination of the initial manufacturing process at
the direction of the Licensee ("the first commercial run"). Licenser, at
the direction of the Licensee shall conduct approved communications with
bar manufacturer(s) and ingredient suppliers. In addition to the royalty
payment, the Licensee shall reimburse the Licenser for pre-approved work
regarding aspects of the manufacturing process authorized in advance by the
Licensee, after the first
commercial run on the basis of $150.00 per hour and at! out of pocket
expenses reasonably incurred.
8. The Licensee shall apply its best efforts to market, promote, distribute
and sell the Mannatech Bars in the Territory and through its channel of
distribution. The Licensee shall aggressively launch the sale of each NE
bar within six months from delivery of a prototype acceptable to the
Licensee.
9. The Licensee shall provide the Licenser with sales information, royalty and
all other payments respecting the Mannatech Bars no later than the
twentieth (20th) day of each month, in respect of the preceding month
throughout the effective term of this License Agreement and any renewal or
extension thereof. On a quarterly basis, the Licensee shall provide the
Licenser with sales information (to be prepared by or under the supervision
of a certified accountant) in regard to the Mannatech Bars. Licenser shall
have the right to inspect and bake copies of Licensee records in respect of
operations and sales of Mannatech Bars, provided Licenser provides Licensee
a minimum of forty eight (48) hours notice in writing, and conducts its
review in a manner which does not unreasonably interfere with Licensee's
operations.
10. This License Agreement may be terminated by a party providing a written
notice of a material default by the other party, provided thirty (30) days
have lapsed without such default being cured after receipt of a written
notice of such default stating with specificity the nature, extent and cure
required regarding such default. New Era may terminate this License
Agreement in the event Mannatech fails to achieve minimal annual sales
targets reasonably established by the parties prior to each term in years
in which such requirement is applicable. Minimal sales targets of Mannatech
Bars will be established by the mutual agreement of the parties after the
Licenser shall have commercially sold the Mannatech Bars for a one (1) year
period. The parties shall meet on or before sixty (60) days from the first
anniversary date of the first commercial sale of the Mannatech Bars to in
good faith establish minimal sales targets for each of the following years.
11. All compositions and formulations developed concerning Mannatech Bus
hereunder during performance of the Work Order under the License Agreement
and pursuant to the Master Agreement (hereinafter "Mannatech Bar
Compositions") shall be owned by Licenser. To the extent that Licensee
determines in its sole discretion to seek patent protection for the
Mannatech Bar Composition, the parties agree to cooperate in the filing and
prosecution of any and all patent applications, including continuations,
divisions, reissues and renewals thereof, which cover, in whole or in part,
or otherwise relate to the Mannatech Bar Compositions. Licensee shall be
responsible for the filing and prosecution of each such patent application
as well as the payment of all fees associated therewith and the maintenance
and renewal of any patents that issue from such patent applications.
Licenser and Licensee acknowledge and agree that each party shall own a
one-half (1/2) undivided interest in any patents that issue from such
patent applications and that include at least one claim directed to the
Mannatech Bar Compositions ("Patents"). Licenser and Licensee also
acknowledge and agree that in
the absence of the prior written consent of the other party, neither party
shall grant (i) licenses to third parties to make, use or sell the subject
matter claimed in the Patents, or (ii) covenants not to xxx third parties
for infringements of the Patents. Other than license fees to be paid by
Licensee to Licenser according to any License Agreement, Licensee shall in
all cases have a royalty-free license under any and all Patents.
12. The parties agree to cooperate for their mutual benefit in the filing of
any available joint patents for the Mannatech Bars, which will be co-owned,
as the parties shall hereafter agree. Other than license fees to be paid by
the Licensee to the Licenser for product development, there will be no
additional license fees payable by the Licensee for the use of any patents
acquired and owned jointly by the parties which would otherwise be payable
by the Licensee, and are hereby waived. Notwithstanding joint ownership,
all costs relating to patent protection including professional fees and
registration shall be to the expense of the Licensee.
13. In relation to the development, manufacture, marketing and sale of the
Mannatech Bus, the parties shall comply with all applicable rules,
regulations, standards and orders of authoritative bodies whether of
government or industry.
14. Licensee shall indemnify and save Licenser its officers and directors
harmless in any claim or action occasioned by its actions, omissions or
errors whatsoever which may arise from this License Agreement or the Master
Agreement during or after expiration thereof Licenser shall indemnify and
save Licensee its officers and directors harmless in any claim or action
occasioned by its actions, omissions or errors whatsoever which may arise
from this License Agreement or the Master Agreement during or after
expiration thereof.
15. Neither party may make any public statement, whether oral or in writing,
which makes reference to the other party without the specific prior
written approval of the other party in relation to each specific statement.
16. Licenser shall attempt to secure direct government grants up to a total of
CDN $20,000.00 to offset the cost to the Licensee of product development as
set out in Appendix "C", provided that such grants shall not reduce or
negatively or adversely affect the rights of either party hereunder.
17. Both parties shall use their best efforts to adhere to the project budget
estimate as set out in Appendix "C", and actual overall cost to Licensee
may not be exceed more than 10% without the written agreement of both
parties.
AGREED TO AS OF THE 15TH DAY OF SEPTEMBER 1997.
NEW ERA NUTRITION INC. MANNATECH INC. INCORPORATED
/s/ Xxxx Xxxx /s/ Xxxx Xxxxxx
------------------------------- ----------------------------------------
PRESIDENT CHIEF EXECUTIVE OFFICER
APPENDIX "B" TO A PRODUCT DEVELOPMENT AGREEMENT BETWEEN NEW ERA NUTRITION INC.
AND MANNATECH INCORPORATED DATED SEPTEMBER 15th, 1997 (HEREINAFTER REFERRED TO
AS THE "MASTER AGREEMENT")
NON-DISCLOSURE AGREEMENT
Mannatech Incorporated (the "Promisor") has a principal place of business at
Grand Prairie, Texas USA and New Era Nutrition Inc. (the "Company"), has a
principal place of business at Edmonton, Alberta Canada. In consideration of the
Company agreeing to disclose to the Promisor certain Confidential Information,
the parties hereby agree as follows:
1. PURPOSE: To further a business relationship between the Company and the
Promisor, it is necessary and desirable that the Company disclose and
provide to the Promisor certain business information and product samples
proprietary to the Company, and which the Company considers confidential.
2. DEFINITION: "Confidential Information" includes business, technical
information, know-how and product samples, including but not limited to:
research and development, products, prototypes and samples, inventions,
processes, formulae, specifications, agglomeration of ingredients, trade
and product names, designs or drawings, actual or planned and disclosed by
the Company, either directly or indirectly, in writing, orally, physically,
by drawings or inspection.
3. DISCLOSURE: The Promisor hereby agrees not to disclose Confidential
Information to any person or entity other than as permitted herein, and
agrees to use its best efforts to prevent inadvertent disclosure of
Confidential Information.
4. USE: The Promisor agrees not to use Confidential Information for its own
use or for any purpose except to evaluate whether the Promisor desires to
become engaged with the Company in a business possibility or, after
becoming engaged, to carry out the business with the Company only. The
Promisor agrees not to disclose the Confidential Information except to its
employees on a need to know basis and in compliance with paragraph 8
hereof. The Promisor agrees not to attempt to reverse engineer any
product, sample or prototype of the Company, or without prior written
consent first received from the Company, to analyze any such item for any
purpose whatsoever.
5. TERMINATION OF OBLIGATION: The obligations of paragraphs 3 and 4 hereof,
shall terminate with respect to any particular portion of the Confidential
Information, the earlier of receipt of written release from the Company, or
the third anniversary of this Agreement unless another agreement has
replaced such provisions.
6. PROPERTY RIGHTS AND RETURN OF MATERIALS: All information and materials in
any form furnished to the Promisor by the Company shall remain the property
of the Company, and nothing contained herein shall be construed as giving
the Promisor any license or rights with respect to any information or
materials which may be disclosed to the Promisor. The Promisor shall make
no copies of any Confidential Information without the prior written consent
of the Company. The Promisor shall return to the Company promptly at its
request or upon termination of the business relationship contemplated
herein, all information and materials provided by the Company along with
all copies made thereof.
1
7. DISCLOSURE OF THE COMPANY: Communications from the Promisor to personnel
and authorized representatives of the Company, shall not be in violation of
the rights of any third party.
8. PROMISOR'S EMPLOYEES: Upon disclosing Confidential Information to any
employee or shortly thereafter, the Promisor shall notify the Company in
writing with the name(s) of each such employee(s). Prior to disclosing
Confidential Information to any employee, the Promisor shall first obtain
an executed non-disclosure agreement substantially in the same form as
herein, which protects the Confidential Information.
9. REMEDIES: The Promisor acknowledges that compliance with the provisions of
this Agreement is necessary to protect the proprietary interests of the
Company. The Promisor further acknowledges that any unauthorized use or
disclosure to any third Party in breach of this Agreement may result in
irreparable and continuing damage to the Company and agrees that, in the
event of such a breach, the Company shall be authorized and entitled to
obtain immediately injunctive relief and other remedies to which the
Company may be entitled.
10. MISCELLANEOUS: This Agreement shall he construed in accordance with the
laws of the province of Alberta and the parties attorn to the jurisdiction
of the courts therein. Failure to enforce any provision of this Agreement
shall not constitute a waiver of any term hereof. This Agreement contains
the entire agreement of, and supersedes any and all prior understandings,
arrangements and agreements between the parties hereto, whether oral or
written, with respect to the subject matter thereof. This Agreement is
binding upon and for the benefit of the parties, their successors and
assigns, and cannot be assigned without the consent of the Company.
11. USURPATION OF INFORMATION: Notwithstanding anything to the contrary in this
Agreement, the Promisor acknowledges that it will not circumvent or compete
with the Company, either on its own or with another, in the development,
manufacture, distribution, marketing or sale of any snack or food bar
substantially similar to products, samples and prototypes presented to the
Promisor
--------------------------------------------------------------------------------
PROMISOR COMPANY
--------------------------------------------------------------------------------
MANNATECH INCORPORATED NEW ERA NUTRITION INC.
--------------------------------------------------------------------------------
Officer: Xxx Xxxxxx Officer: Xxxx Xxxx
--------------------------------------------------------------------------------
Title: President Title: President & CEO
--------------------------------------------------------------------------------
At: Grand Prairie, Texas At: Edmonton, Alberta
--------------------------------------------------------------------------------
Dated August 21, 1997 Dated: August 21, 1997
--------------------------------------------------------------------------------
/s/ Xxx Xxxxxx /s/ Xxxx Xxxx
--------------------------------------------------------------------------------
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