SOLE MARKETING AGENT AGREEMENT GenuFood Energy Enzymes Corp, USA and Access Management Consulting and Marketing Pte Ltd Singapore Marketing and Sourcing, Selection and Interviewing country sole distributor for marketing and distribution of Cellax and...

EX-10.4 3 exhibit104.htm EXHIBIT 10.4

GenuFood Energy Enzymes Corp, USA and Access Management Consulting and Marketing Pte Ltd Singapore

Marketing and Sourcing, Selection and Interviewing country sole distributor for marketing and distribution of Cellax and Anilax Products and special outlet country sole distributor for marketing and distribution of Medilax Product distributed by GenuFood Energy Enzymes Corp, USA

AMCM/GEEC/SOLEMARKETINGAGENTAGREEMENT20100921

9/21/2010

SOLE MARKETING AGENT AGREEMENT

THIS AGREEMENT is made and entered on the 21st day of September, 2010 BETWEEN GENUFOOD ENERGY ENZYMES CORP, a US domestic corporation duly incorporated under the laws of the State of Nevada, United States of America and having its registered office at Two Xxxxx Center, 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, United State of America (hereinafter referred to as “the Enzymes Provider” or “the Company”) of one part AND ACCESS MANAGEMENT CONSULTING AND MARKETING PTE LTD, a limited exempt private company duly incorporated under the laws of the Republic of Singapore and having its registered office at Xxxxx 00, Xxx Xxxxxxx Xxxx #00-00, Xxxxxxxxx 000000 (hereinafter referred to as “the AGENT” OR “MARKETING AGENT”) of the other part.

RECITALS

WHEREAS, the Company is engaged in the distribution of enzymes products for human and animal consumption bearing three trade brand names “CELLAX”, “ANILAX” and “Medilax” in the United States of America (hereinafter referred to as “the Products” pursuant to clause 1.2 below).

WHEREAS, the Agent is a consulting and marketing company and is keen to represent the Company to market the Products to the world at large without boundaries (hereinafter referred to as “the Territory”).

AND WHEREAS the Company is desirous and wishes to utilise the services of the Agent and the Agent wishes to accept the appointment as the Sole Marketing Agent of the Company for mutual

business benefits.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto hereby agree as follows:

1. DEFINITIONS

1.1. When used in this Agreement, each of the following expressions shall have the

meaning attributed to it below.

1.2. “Products” means enzyme products for human and animal consumption in powder

form and capsule provided and distributed by GenuFood Energy Enzymes Corp. For

the time being, the range of Products available for marketing is as follows:

Category A – Enzyme Products for Human Consumption

Item No. Product Code Product Name__

1. 1101 Cellax-NCE

2. 1102 Cellax-NCE Plus

3. 1103 Cellax-GFL

4. 1104 Cellax-GFL Plus

5. 1105 Cellax-TT

6. 1106 Cellax-TT Plus

7. 1201 Cellax-FG1

8. 1202 Cellax-SP

9. 1203 Cellax-E2AF

10. 1204 Cellax-E

11. 1205 Cellax-SNU

12. 1206 Cellax-DG1

Category B – Enzyme Products for Animal Consumption

Item No. Product Code Product Name__

1. 2101 Anilax-Super

2. 2201 Anilax-SP3

3. 2202 Anilax-EPET

4. 2203 Anilax-SW1013

5. 2204 Anilax-SEB

6. 2205 Anilax-AFL2500

Category C – Special Outlet Enzyme Products for Human Consumption

Item No. Product Code Product Name__

1. 3101 Medilax

1.3. “Territory” shall mean the world at large without boundaries.

1.4. “Parties” shall mean the Company and the Agent collectively and Party shall mean

either one of them as the case may be.

1.5. Headings in this Agreement are inserted only for reference and shall not affect the

interpretation or construction of the substantive provisions hereof.

2. GRANT OF RIGHT AND UNDETAKINGS OF THE ENZYMES PROVIDER

2.1. The Company agrees to appoint the Agent to act as its Sole Marketing Agent for the

marketing of the Products in the Territory and the Agent hereby accepts such

appointment.

2.2. The Company hereby grants to the Agent, who accepts, for the terms of and subject

to the provisions of this Agreement:

2.2.1. the right in the Territory to market, promote and distribute the Products;

2.2.2. the right in the Territory to represent the Company in the sourcing, selection

and interviewing of potential country sole distributor each for the Products

under Categories A and B and Category C - Special Outlet;

2.2.3. the right to use the brochures, photographs, promotional materials, labels,

leaflets, advertisement materials and any other material attached and/or

related to the Products (collectively referred to as “the Materials) whether or

not such Materials have been provided by the Company; and

2.2.4. the right to use the Materials for publicity, promotion and advertisement in

website, homepage and internet established by and/or belonged to the Agent.

2.3. The Company shall at its own expense provide the Agent with its know-how, technical

specification of the Products, description of the Products, standards, licenses, awards,

attending training programs, seminars, workshops, conferences and GEEC Enzyme

Club activities, the Materials and reasonable samples of the Products so as to enable

the Agent to discharge its duties and obligations mentioned in clause 2.2. above and

clause 3 below.

3. THE AGENT’S DUTIES AND RESPONSIBILITIES

3.1. The Agent undertakes at its own expense to:

3.1.1. work with reasonable diligence to source, select and interview potential

distributors to become country sole distributor in each country in the Territory

for each Category of the Products;

3.1.2. employ suitable person(s) to discharge its duties and responsibilities;

3.1.3. comply with such reasonable directions and instructions as may be given by

the Company from time to time in respect of their marketing policy and country

sole distributorship policy and to maintain public relation with the appointed

country sole distributor, after such appointment is made;

3.1.4. attend meetings with the Company from time to time as required during the

continuance in force of this Agreement; and

3.1.5. at the request of the Company, participate in the formulation of marketing plan,

policy and to assist in the implementation of the same.

3.2. Submit quarterly progress report.

3.3. Maintain close rapport with the appointed country sole distributor(s).

4. AGENT COMMISSION AND PAYMENT TERMS

4.1. The Company shall pay the Agent a commission on each and every sales concluded

between the Company and the appointed country sole distributor during continuance in

force of this Agreement.

4.2. It is agreed by the Parties that the commission shall be twenty percent (20%) of the

total value of the Products sold and invoiced by the Company to the appointed country

sole distributor and every sales invoice issued by the Company to the Agent

(hereinafter collectively referred to as “the Documents”). These Documents can either

dispatch by post to the Agent at the address above written or by electronic mail.

4.3. It is also agreed by the Parties that:

4.3.1. the Company shall calculate the commission payable to the Agent against

each and every sales invoice issued by the Company and to remit the

calculated commission on or before third day of each month in respect of the

previous month commission. For example, if the total calculated commission

due to the Agent for the month of August, 2010 comes to USD10,000.00 the

Company has to remit this USD10,000.00 commission to the Agent on or

before 3rd of September, 2010.

4.3.2. the Company shall wire or telegraphic transfer such amount of commission to

the Agent’s bank account details of which is as follows:

Bank’s name : Standard Chartered Bank

Bank’s address : 0 Xxxxxxx Xxxx

Xxxxxxxxx 000000

Account Number : 0170248402

5. DURATION

5.1. This Agreement shall become effective on the date first written above and shall

continue for five (5) years with option to renew for another five (5) years. The option to

renew is at the first discretion of the Agent.

5.2. A three (3) month advance written notice is required if the Agent has no intention to

renew this Agreement.

5.3. All notices should be sent to the address above written or by electronic mail. Details of

electronic mail address of the Parties is as follows:

The Company’s electronic mail address: xxxxxxxxxx@xxxxxxxxxxx.xxx

The Agent’s electronic mail address : xxxxxxxxxx@xxxxxxxxxxxxxxxxx.xxx OR

xxxxxxxxx@xxxx.xxx.xx

5.4. If there is a change in the postal address and/or the electronic mail address, the

changed Party shall forthwith notify the other Party by a two week advance written

notice specifying the change.

6. TERMINATION

6.1. The Company may terminate this Agreement immediately in the event either of the

following events take occur:

6.1.1. The Agent commits a breach of any provision herein and such breach is not

remedied within sixty (60) days after receiving notice from the Company to

rectify same; or

6.1.2. The Agent ceased to function as a business concern or become unable to

pay its debts as they become due.

6.2. Notwithstanding any of the aforesaid under this Agreement, either Party may terminate

this Agreement by giving written notice thereof to the other Party if any of the following

events should occur:

6.2.1. either Party goes into liquidation proceedings whether compulsory or voluntary

for any reason whatsoever; or

6.2.2. a receiver is appointed to administer and manage whole or any part of either

Party’s assets;

6.2.3. either Party makes an assignment for the benefit of its creditors or admits in

writing its inability to pay its debts when they become due; or

6.2.4. any proceedings are commenced against either Party seeking liquidation,

dissolution or similar relief under any applicable statue, law or regulation and

such proceedings are not discharged or discontinued within ninety (90) days

after such commencement; or

6.2.5. three (3) months advance written notice is required for early termination of this

Agreement with reasons to be given by the Party who wants to have early

termination.

7. CONSEQUENCES OF TERMINATION

7.1. After termination or early termination of this Agreement, the Agent shall remain

entitled to all commissions calculated on all purchase orders issued by the appointed

country sole distributor(s) whether or not the Company has delivered or partial delivery

of the Products or undelivered of the Products at the time of termination. The

Company shall be bound to pay such commission to the Agent.

7.2. On expiration or early termination of this Agreement, for any reason, the following shall

apply:

7.2.1. The Agent shall return all the Materials belonging to the Company at the

Company’s expense;

7.2.2. The Company shall purchase or pay for the marketing and promotional

materials belonging to the Agent, if Company wishes to have such

materials but the decision to sell such materials to the Company is at the sole

discretion of the Agent.

7.3. Actions carried out by the Parties after termination of this Agreement shall not be

interpreted or treated as renewal of this Agreement.

7.4. The Agent shall have no claim whatsoever with regards to compensation due to the

lawful termination or expiration of this Agreement provided always that the

commission due to the Agent must be fully settled and paid by the Company.

7.5. Early termination without a good and acceptable reason may render the injured Party

to claim damages.

8. RELATIONSHIP OF PARTIES

8.1. Nothing herein shall be construed as creating a partnership or agency between the

Parties, and either Party shall be authorised to represent or bind the other Party to any

third party.

9. ASSIGNMENT

9.1. Neither Party shall assign, transfer, and/or convey this Agreement, or any part hereof,

without the prior written consent of the other.

10. NOTICES

10.1. Unless otherwise expressly provided, all notices, requests, demands, consent or other

communications required or permitted under this Agreement shall be in writing and

shall be sent by prepaid delivery, registered post, or by fax, and shall be deemed

delivered:

(i) when received in case of delivery by personal service; or

(ii) upon actual receipt in the case of posting by mail; or

(iii) when receipt of transmission is acknowledged or within twenty four (24) hours

after transmission to the correct fax number, whichever is earlier, in case of

delivery by fax; or

(iv) when receipt of transmission is acknowledged by electronic mail transmission or if

there is no acknowledgement by return mail transmission, such electronic mail

transmission is deemed to have received after twenty-four (24) after transmission

with a telephone confirmation.

10.2. The facsimile transmission numbers of the Parties are as follows:

The Company’s fax number is x0 000 000 0000

The Agent’s fax number is x00 0000 0000

10.3. The telephone numbers of the Parties are as follows:

The Company’s telephone number is x0 000 000 0000

The Agent’s telephone number is x00 0000 0000 and x000 000 000 000

11. MISCELLANEOUS

11.1. No part of this Agreement may be varied, modified or otherwise changed except by

mutual agreement of the Parties in writing.

11.2. The failure of either Party to enforce at anytime or for any period any one or more of

the terms or conditions of this Agreement shall not be a waiver of them or of the right at

any time subsequently to enforce all terms and conditions of this Agreement.

11.3. This Agreement supersedes any prior negotiations, agreements and commitments on

the subject matter hereof between the Parties, whether written or oral, and such prior

negotiations, assignments and commitments are cancelled upon the signing of this

Agreement.

11.4. If any provision of this Agreement is found to be invalid, unlawful, or unenforceable, the

remainder of this Agreement, to the extent enforceable, shall be valid.

11.5. This Agreement has been made in the English language.

12. APPLICABLE LAW

12.1. This Agreement shall be construed according to the laws of the United States of

America.

12.2. The Parties agree that the venue for all legal proceedings in connection with this

Agreement shall be any court in the United States of America.

13. LEGAL FEES AND COST OF PREPARING THIS AGREEMENT

13.1. The cost of preparing this Agreement has been paid by the Company.

13.2. The Agent shall at its own expense pay legal fees for engagement of a legal

advisor to peruse this Agreement and to obtain legal advise thereof.

IN WITNESS WHEREOF the Parties have hereunto executed this Agreement on the day and year first above written.

Signed by GenuFood Energy Enzymes Corp

THE COMPANY

in the presence of:

/s/ Chen I Jen

Name: XXX XXXX XXX XXXX I XXX @ XXX XXXX

Director

Taiwan Passport No.: 000000000

_____________________________

signature of witness

Signed by Access Management Consulting and Marketing Pte Ltd

THE AGENT

in the presence of:

/s/ Xxx Xx Lung

Name: XXXX XXX AO XXX XX LUNG @ XXXXXX XXX

Managing Director

Taiwan Passport No.: 000000000

____________________________

signature of witness

AMCM/GEEC/SOLEMARKETINGAGENT AGREEMENT 20100921

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SOLE MARKETING AGENT AGREEMENT GenuFood Energy Enzymes Corp, USA and Access Management Consulting and Marketing Pte Ltd Singapore Marketing and Sourcing, Selection and Interviewing country sole distributor for marketing and distribution of Cellax and...

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