Contract
Exhibit 10.1
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Johnfk
Medical Inc.
000
Xxxxxxxxxx xxxx, Xxxxxxx Xxxxxxxx
Xxx
Xxxxxx xxxx, Xxxxxx
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0000
Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxx,
XX 00000 XXX
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AGREEMENT
This AGREEMENT ("Agreement") is made as of the
14th
day of June, 2018.
BETWEEN:
Xx. Xxxxx X. Xxxxxxxxxx, Chairman and CEO of SANUWAVE Health,
Inc.,
Ms. Fei Kai Syu, Chairman and CEO of Johnfk Medical Inc.
(individually the ‘Member’ and collectively the
‘Members’)
Background:
A.
Representatives of The Members agreed to establish
a Joint Venture enterprise located in Singapore and signed a
Memorandum of Understanding dated 31st
May, 2018.
B.
Both
members agreed that the amount for the registered capital for the
Joint Venture enterprise would be US$1,000,000.
C.
FKS
will pay SANUWAVE Health, Inc. US$500,000 for the exclusive rights
in Taiwan and US$500,000 for exclusive rights in SEA (the SEA
region will include the countries listed in the 30/60/90 Day Action
Plan – Singapore, Malaysia, Brunei, Cambodia, Myanmar, Laos,
Indonesia, Thailand, Philippines and Vietnam). This money will be
used for exclusive distribution rights to SANUWAVE Health, Inc.
dermaPACE System and orthoPACE System in these
regions.
D.
The
terms and conditions of this Agreement set up the terms and
conditions governing this association.
IN CONSIDERATION OF and as a
condition of the Members entering this Agreement and other valuable
consideration, the receipt and sufficiency of which consideration
is acknowledged, the parties to this Agreement agree as
follows:
1.
Ms. Fei Kai Syu will personally make a transfer of
US$500,000 to SANUWAVE Health, Inc. as exclusive distribution
rights to SANUWAVE Health, Inc. dermaPACE System and orthoPACE
System in the regions discussed above only if the incorporation of
the Joint Venture enterprise in Singapore is not completed by
22nd
June, 2018. If the incorporation of
the Joint Venture enterprise in Singapore is completed by
22nd
June, 2018 then the Joint Venture
enterprise will make a transfer of US$500,000 to SANUWAVE Health,
Inc. as exclusive distribution rights to SANUWAVE Health, Inc.
dermaPACE System and orthoPACE System in the regions discussed
above. All after-tax net
profits made by the incorporated Joint Venture enterprise will be
remitted to Ms. Fei Kai Syu’s personal bank account or to FKS
consecutively until the distribution rights amount is fully
repaid.
2.
Ms.
Fei Kai Syu will assume the role of Chairman in the Joint Venture
enterprise.
3.
The Board of the Joint Venture enterprise will
consist of two representatives from Johnfk Medical Inc., namely, Chairman and CEO Ms. Fei-Kai Syu and
Sales Director Xx. Xxxx-Xx
Lu, and two representatives from
SANUWAVE Health, Inc. In addition, each member will appoint a
nominee resident director and at the cost of the Joint Venture
enterprise. Each nominee resident director will be mutually agreed
upon by both Members. The two nominee resident directors will not
be involved in any day-to-day management, financial, or operational
matters of the Joint Venture enterprise.
4.
The
Joint Venture enterprise will appoint two clinic consultants,
namely, Xx. Xxxx from Xxxxx Gung Memorial Hospital Kaohsiung, and
Dr. Gua from Kaohsiung Medical University at the cost of the Joint
Venture enterprise.
5.
Johnfk Medical Inc.
as a Joint Venture enterprise Member
shall be the sole representative of dermaPACE and orthoPACE
licenses in Taiwan and SEA (the
SEA region will include the countries listed in the 30/60/90 Day
Action Plan – Singapore, Malaysia, Brunei, Cambodia, Myanmar,
Laos, Indonesia, Thailand, Philippines and Vietnam). Upon
dissolution of the Joint Venture enterprise, the dermaPACE and
orthoPACE licenses in Taiwan
and SEA (the SEA region will
include the countries listed in the 30/60/90 Day Action Plan
– Singapore, Malaysia, Brunei, Cambodia, Myanmar, Laos,
Indonesia, Thailand, Philippines and Vietnam) shall revert to
SANUWAVE Health, Inc.
6.
This Agreement
shall be governed in all respects by
and shall be interpreted in accordance with the substantive laws of
Singapore, without regard to any conflict of law provision. Both
parties hereby irrevocably and unconditionally consent and submit
to the exclusively jurisdiction of the court of Singapore in
regard to all matters arising from this Agreement.
7.
All
matters related to this Agreement will be treated by the Members as
confidential and no Member will disclose or allow to be disclosed
any Joint Venture matter or matters, directly or indirectly, to any
third party without the prior written approval of both Members
except where the information properly comes into the public domain
or as legally required.
8.
The
mutually agreed upon 30/60/90 Day Action Plan will be amended to
the operating agreement which will include milestones and minimums
to maintained exclusivity in the defined countries.
9.
The
$500,000 USD payment represents a term payment for the next 5
months, beginning June 15 post payment, at which time exclusivity
in our Joint Venture agreement will be negotiated.
10.
This
agreement is made in duplicate, each of which shall be an original
and held by each member.
IN WITNESS WHEREOF the Members hereto have executed this Agreement
on the day and year hereinabove written.
SANUWAVE
Health, Inc.
By: /s/ Xxxxx X. Xxxxxxxxxx
XX
Johnfk
Medical Inc.
By:
/s/ Fei Kai
Syu
