DEFINITIVE AGREEMENT made this 20th day of November, 2009
DEFINITIVE
AGREEMENT
made this
20th day of November, 2009
BETWEEN:
EXMOVERE Holdings, Inc.
0000 Xxxxxx Xxxx., 0xx
Xxxxx, XxXxxx, Xxxxxxxx 00000
(hereinafter
jointly referred to as the "EXMOVERE")
And:
HORIZON HEALTH INTERNATIONAL
CORP.
Xxxxxxx Centre, 317 - 000 Xxxx 0xx
Xxxxxx, Xxxxx Xxxxxxxxx XX, Xxxxxx X0X 0X0
(hereinafter
referred to as the "HORIZON")
WHEREAS "EXMOVERE" owns and controls the rights
to certain Health Products, specifically the Telepath Zigbee biosensor
wristwatch and the Chariot personal mobility device (the 'Products') as
described in more detail in Schedule "A" attached, and
WHEREAS "HORIZON" wishes to acquire the rights
to the Exclusive Distributorship for the 'Products' for all of Canada for 15
years.
NOW THEREFORE, in consideration of the mutual
covenants and promises of the parties hereto, "HORIZON" and the "EXMOVERE" agree as follows:
1.
"EXMOVERE" shall sell the exclusive
rights for Canada to the Distributorship for the 'Products' to "HORIZON" for following
consideration:
"HORIZON" shall pay the following
remuneration for the acquisition of the exclusive rights to the Distributorship
for Canada for the 'Products':
a. "HORIZON" shall pay Two Million Dollars US
($1,000,000.00 US) in cash, payable
as follows:
| i. | $ 150,000.00 payable on or before December 31, 2009. | |
| ii. | $ 185,000.00 payable on or before January 30, 2010. | |
| iii. | $ 185,000.00 payable on or before March 31, 2010. | |
| iv. | $ 185,000.00 payable on or before April 30, 2010. | |
| v. | $ 185,000.00 payable on or before May 31, 2010. | |
| vi. | $ 185,000.00 payable on or before June 30,2010. | |
| vii. | $ 185,000.00 payable on or before July 31, 2010. | |
| viii. | $ 185,000.00 payable on or before August 31, 2010. | |
| ix. | $ 185,000.00 payable on or before September 30, 2010. | |
| x. | $ 185,000.00 payable on or before October 31, 2010. | |
| xi. | $ 185,000.00 payable on or before November 30, 2010. |
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"EXMOVERE" herewith represents and warrants
that:
| a) | it is a US registered Company in good standing with all applicable laws and rules and regulations. |
| b) | it has the power and right to enter into this agreement |
| c) | it is presently engaged in filing for trading on the OTC-BB in the US. |
| d) | it has the sole and exclusive ownership and control to the 'Products' |
| e) | it has the right and power to assign and sell the Distributorship as given in paragraph 1) above. |
| f) | the 'Products' meet all the Standards for Sale and Distribution in Canada as required under Canadian laws. |
| g) | there are no claims or litigations pending against the 'Product' which could hinder the unimpeded sale and distribution in Canada. |
| h) | there are no claims or litigation pending against the assets of the "EXMOVERE" |
| i) | the 'Products' meet the required Industry Standards as applied in Canada. |
"EXMOVERE" shall:
| j) | at due date of the first payment installment as given in paragraph 1. a) i. above, deliver to "HORIZON" all marketing and technical collateral for the 'Products'. On February 15th, deliver 10 demo units of the Telepath wristwatch. On May 1, deliver 2 demo units of the Chariot. By July 1, be prepared to deliver up to 10,000 Telepath units per order. By August 1, be prepared to deliver up to 1000 Chariots per order. |
| k) | at all times be responsible for quality control of the 'Products'. |
| 1) | do all such other acts as are deemed necessary under the laws of the US and Canada to property assign and sell the exclusive distribution rights to the 'Products' to "HORIZON". |
| m) | provide "HORIZON" with all pertinent documentation, technical and as otherwise available for the 'Products'. |
| n) | allow "HORIZON" the use of its website for its sale/distribution and promotion of the 'Products'. |
| o) | make a demo unit of the 'Products' available upon request by Horizon during the month of January 2010 with cost paid by "HORIZON". |
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"HORIZON" herewith represents and warrants
that:
| a) | it is a Public US registered Company in good standing with all applicable laws and rules and regulations. |
| b) | its stock is presently trading on the US Over The Counter Market with quotation on the OTC-Pinksheets with qualifications as a Current Filer, |
| c) | it has the power and right to enter into this agreement |
| d) | it has the capability and ability to raise the funds as given in paragraph 1. above. |
| e) | it has the structure and knowhow necessary for distribution of the 'Products' in Canada. |
| f) | there are no claims or litigations pending against the "HORIZON" or its assets which could hinder the sale and distribution of the 'Products' in Canada. |
"HORIZON" shall:
| g) | at its best effort distribute and sell the 'Products', but always within the standards as set out by "EXMOVERE". |
| h) | adhere to the pricing guidelines as instructed by "EXMOVERE" from time to time. |
| i) | only put out press releases related to "EXMOVERE" and its products upon approval by "EXMOVERE". |
| j) | must spend a total of (three hundred thousand) $300,000 for marketing on the 'Chariot' Product, of which (two hundred fifty thousand) $250,000 must be spent on television advertising during the year 2010 and Increasing to (three hundred fifty thousand) $350,000 in the year 2011 and every succeeding year for the term of the license, of which at least (two hundred fifty thousand) $250,000 must be spent on television advertising. |
| k) | in addition spend (three) 3% of its gross revenue on television advertising per year until the end of the term of this agreement; provided however, that "EXMOVERE" shall match the (three) 3% amount on television advertising in Canada until the end of the term of this Agreement. |
| I) | have at least one Show-Room in a major urban center with a minimum of (5) five demonstration Chariot for the term of this Agreement. |
| m) | with regards to the 'Chariot' meet a target of (one million) $1,000,000 of gross sales by December 2011, and thereafter a minimum of two million dollars ($2,000,000) per year in gross sales or inventory purchases for the remaining term of this agreement. |
| n) | with regards to the 'Telepath' meet a target of two million dollars ($2,000,000) in gross sales on/or before December 2011, and thereafter maintain a minimum of two million dollars ($2,000,000) in gross sales or inventory purchases per year for the remaining term of this Agreement. |
2.
Each party to this Agreement agrees to do all such other actions and execute
such other documents deemed necessary to give full effect to this
agreement.
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3. This
Agreement shall enure to the benefit and be binding upon the parties hereto and
their respective heirs, executors, administrators, successors, associates and
assigns.
4. If,
either of the parties to this Agreement fails to complete and deliver all
requirements given within this Agreement, this Agreement shall become null and
void and neither party shall have any further obligations towards the
other
party whatsoever, provided however, that if either party is in default of any of
the terms of this agreement, the party in default shall have sixty (60) days to
remedy such default.
5. Any
disagreement or dispute between the parties to this agreement shall be subject
to arbitration as governed under the laws of the State of Delaware.
IN WITNESS WHEREOF the parties have executed
this Agreement as of the day and year first written above.
| For: "HORIZON" | HORIZON HEALTH INTERNATIONAL CORP, | ||
|
Date
|
|
 |
|
| Xxxx Xxxxxxxx, Secretary and Director | |||
| For: "EXMOVERE" | EXMOVERE Holdings, Inc. | ||
 |
|||
| Xxxxx Xxxxxxx President and CEO | |||
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SCHEDULE
"A"
"EXMOVERE" Products:
The
'CHARIOT'
The Exmovere "Chariot" is a mobility device that can be implemented by
people suffering from mobility problems. The Chariot has several competitive
advantages. It is the only, truly hands free, self-balancing vehicle. It also
serves as a unique platform for integrating vital sign, emotion monitoring and
environmental sensors for hospitals, military and hazardous materials workers,
it is a new wearable device that will help people with physical challenges as
well as dome professionals to get around.
Further
information at: xxxx://xxx.xxxxxxxxxxx/xxxxxxxx.xxxx
The
'TELEPATH'
'The Biosensor Wristwatch' (The
Telepath)
The
company controls the world's first and only Zigbee biosensor wristwatch that
uses infrared sensors to detect heart rate without a chest strap, 3-d
accelerometers to model human movement, and a variety of metallic sensors to
detect skin temperature and skin conductance. The wristwatch, now called the
Telepath, transmits these data via computer or cell phone to online data
centers, care givers and/or emergency services.
Further
information at: xxxx://xxx.xxxxxxxx. com/healthcare.
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