EXHIBIT 10.1
PRODUCT DEVELOPMENT AND MARKETING AGREEMENT
This Agreement ("Agreement") made as of the 1st day of May, 2015, by
and between EARTH SCIENCE TECH, INC. ("EST"), a corporation incorporated under
the laws of the State of Nevada, authorized to do business in Florida and having
offices at 0000 Xxxxxx Xxxx, Xxxxx 000X, Xxxx Xxxxx, Xxxxxxx, hereinafter
referred to as "The Company" and MAJORCA GROUP, INC. ("Majorca"), a corporation
incorporated under the laws of the Xxxxxxxx Islands hereinafter referred to as
"Developer" is as follows:
1. Appointment and Acceptance. The Company engages Developer for the
purposes set forth below, that is, to assist with the development and marketing
of new product lines and to effect introductions of prospects to The Company for
diverse transactional potentials.
2. Products/Services. The products subsumed by this Agreement include
those already in existence which have been developed with the input and
assistance of Developer, which are listed in Schedule A hereto, those presently
under development including nutritional supplements and dietary products under
The Company's "EST" brand, those presently under consideration for future
release including pre-workout products, intra and post-workout products, whey
protein products, fat burner and testosterone booster products, and those which
may hereafter be formulated and implemented with the assistance, input and
advice of Developer. Developer shall maintain a pervasive relationship with the
products and services of The Company with a continuous eye toward improvement,
expansion and distribution and an ongoing obligation to consult thereon.
3. Compensation. Developer's compensation for services performed
hereunder shall be a percentage fee constituted by 15% of net sales accomplished
by, through or as a result of Developer's efforts, including sales occurring as
a result of introductions as described above. "Net sales" is defined as the
selling price less the actual cost to The Company and "actual cost" shall mean
what is attributable to raw material, labeling and packaging only and shall not
include any other fixed costs of distribution. The fee shall continue to be paid
for 10 years on all sales to customers introduced and for 15 years on all sales
of products in the lines established with the input and/or direction of
Developer, regardless of the identity or origin of the customer.
4. Computation and Payment of Percentage Fees.
A. Percentage fees are due and payable on or before the 20th
day of the month following the month in which the relevant customer invoice is
paid.
B. At the time of payment of percentage fees to the Developer,
The Company will send Developer a statement showing percentage fees paid during
that period and listing the invoices on which the percentage fees are being
paid. This shall be in the form of a spreadsheet detailing the previous month's
sales to customers and include information on all sales to customer introduced
by Developer, sales from the lines developed with the input of Developer and any
and all other information relevant to the calculation of percentage fees owed.
Spreadsheets shall continue to be provided as long as any percentage fees in any
category shall become due to Developer under any of the provisions of this
agreement.
C. There shall be deducted from any sums due to the Developer
an amount equal to percentage fees and/or bonus previously paid or credited
sales of The Company's products which have since been properly returned by the
customer or where an allowance credit for any reason by The Company has been
appropriately made.
5. Developer's Relationship and Conduct of Business.
A. Developer will operate from its own locations and shall use
its best efforts and devote such time as may be necessary to the development,
enhancement, marketing and distribution of The Company's products.
B. Developer will conduct all of its business in its own name
and in such a manner as it may see fit. Developer will pay all expenses
whatsoever of its office and activities and be responsible for the acts and
expenses of its employees.
C. Nothing in this agreement shall be construed or is intended
to constitute Developer a partner, employee or general agent of The Company, nor
shall either party have any authority to bind the other in any respect, it being
intended that each shall remain an independent contractor responsible only for
its own actions. It is understood that Developer is a major shareholder of The
Company, but such fact shall not be a part of any presentation nor germane to
any aspect of Developer's operations or activities or the dynamics of this
Agreement.
D. Developer shall not, without The Company's prior written
approval, alter, enlarge or limit orders, make representations (other than those
set forth in The Company's product literature) or guarantees concerning The
Company's products, or accept the return of, or make any allowance for such
products.
E. Developer shall abide by The Company's written policies and
communicate same to The Company's customers when appropriate.
F. Developer agrees not to handle or consult with respect to
any competing lines during the term of this Agreement and for two years after
expiration or termination of this Agreement, except if mutually agreed upon.
6. The Company's Duties and Responsibilities.
A. At least once every month, The Company shall supply to
Developer any appropriate information with respect to operations and activities.
B. If The Company notifies customers of its acceptance or
rejection of an order, a copy of any written notification shall be transmitted
to Developer.
C. The Company shall furnish Developer, at no expense to it,
videos, booklets, samples, catalogs, literature and other material necessary for
proper assimilation and strategizing. Developer shall not change material or
misrepresent The Company's products. Any literature which is not used or samples
or other equipment belonging to The Company shall be returned to The Company at
its request.
7. Terms of Agreement and Termination.
A. This Agreement shall be effective as of the 1st day of May,
2015 and terminate on the 30th day of April, 2018 ("Expiration Date"). This
agreement is renewable for a second term of three years at the Developer's
option by the Developer's giving a 60-day notice to The Company to that effect
prior to the expiration of the first term.
B. If either party should determine that the other party has
committed a substantial and material breach of this agreement the failure to
cure which should result in a termination, they may give the party alleged to
have breached written notice to that effect, demanding a cure within 30 days.
The noticed party shall have the right thereupon to deny the breach or to effect
the required cure. If the breach is denied and the parties do not come to an
agreement with respect to it, either may demand arbitration under and pursuant
to the rules of the American Arbitration Association. In such arbitration, the
arbitrator shall have the authority to determine if a breach has occurred, the
appropriate remedy and to assess costs and fees in favor of the prevailing
party. If the alleged breach is neither contested nor cured within the 30-day
notice period, the agreement shall stand as terminated and the parties relegated
to any legal remedies they may see fit to pursue.
8. General.
A. This Agreement contains the entire understanding of the
parties and shall supersede any other oral or written agreements, and shall be
binding upon, or inure to the benefit of the parties' successors and assigns. It
may not be modified in any way without the written consent of both parties.
B. This agreement shall be construed according to the laws of
the State of Florida.
9. Assignments. The Developer will have the right to assign this
agreement to any competent and qualified third party related or non-related to
the Developer or may assign the revenue from this agreement to any third related
or non-related to the Developer.
-2-
Dated:
MAJORCA GROUP, INC.
By: __________________________
Its
EARTH SCIENCE TECH, INC.
By: ____________________________
Its:
-3-
SCHEDULE A
Any and all kinds of Hemp Oil and/or Hemp CBD Oil products marketed and branded
under EST or any other brand. This also includes Hemp Oil and/or Hemp CBD Oil in
any form including but not limited to liquid, powder, encapsulation, etc.
Pre-Workout
