WELLNESS PROGRAM PURCHASE AGREEMENT
EXHIBIT 10.1
THIS AGREEMENT dated as of March 28, 2008
BETWEEN:
XXXXX XXXXXXXX, of 00000-00xx. Xxx., Xxxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0:
(the "Vendor")
AND:
HEALTH IN HARMONY INC., a company incorporated pursuant to the laws of Nevada with an office at 00000-00xx Xxxxxx, Xxxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0:
(the "Purchaser")
WHEREAS:
A. The Vendor has developed a wellness program consisting of various physical and mental activities aimed at the elderly.
(the "Wellness Program");
B. The Vendor has agreed to sell and the Purchaser has agreed to purchase all right, interest and title in and to the Wellness Program;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and provisos herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:
1. VENDOR'S REPRESENTATIONS
1.1 The Vendor represents and warrants to the Purchaser that:
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(a) the Vendor holds the right to transfer title to the Wellness Program and to exploit the Wellness Program;
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(b) the Vendor holds the Wellness Program free and clear of all liens, charges and claims of others, and the Vendor has a free and unimpeded right of use of the Wellness Program;
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(c) there are no adverse claims or challenges against or to the Vendor's ownership of or title to the Wellness Program nor to the knowledge of the Vendor is there any basis therefore, and there are no outstanding agreements or options to acquire or purchase the Wellness Program;
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(d) the Vendor has the full right, authority and capacity to enter into his Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which the Vendor is a party or by which he is bound or to which he is subject;
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(e) no proceedings are pending for, and the Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of either Vendor in bankruptcy, or in any position similar to bankruptcy; and
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1.2 The representations and warranties of the Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which the Purchaser has relied in entering into this Agreement and shall survive the acquisition of any interest in the Patent by the Purchaser.
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2. THE PURCHASER'S REPRESENTATIONS
The Purchaser warrants and represents to the Vendor that it is a body corporate, duly incorporated under the laws of the state of Nevada with full power and absolute capacity to enter into this Agreement and that the terms of this Agreement have been authorized by all necessary corporate acts and deeds in order to give effect to the terms hereof.
3. SALE OF WELLNESS PROGRAM
The Vendor hereby sells, grants and devises to the purchaser all right, title and interest in and to the Wellness Program in consideration of the Purchaser paying $4,000 to the Vendor upon execution of this Agreement. The Vendor hereby agrees to accept 4,000,000 shares of common stock of the Purchaser in settlement of this obligation.
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In the event that Vendor is removed without good cause as a director of Purchaser or ceases, without his consent, to be a controlling shareholder of the Purchaser, then Vendor shall have the right to re-purchase the Wellness Program by delivery and transfer to the Purchaser of the 4,000,000 shares of common stock within ten (10) days of the removal or cessation set forth above. Upon such delivery, all right, title and interest in and to the Wellness Program shall be assigned to Vendor. “Good Cause” shall mean (i) an act or acts of personal dishonesty by the Vendor, (ii) repeated violation by the Vendor of the Vendor’s material obligations under any agreement with the Purchaser which are not remedied in a reasonable period of time after receipt of written notice from the Purchaser, (iii) the conviction of the Vendor for any criminal act which is a felony, (iv) proven habitual substance abuse, or (v) proven charges of sexual harassment of employees.
4. COVENANTS OF THE PURCHASER
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The Purchaser shall maintain the Wellness Program and take all such steps as to protect the Wellness Program from being replicated by other parties.
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5. FORCE MAJEURE
If the Purchaser is prevented from or delayed in complying with any provisions of this Agreement by reason of strikes, labour disputes, lockouts, labour shortages, power shortages, fires, wars, acts of God, governmental regulations restricting normal operations or any other reason or reasons beyond the control of the Purchaser, the time limited for the performance of the various provisions of this Agreement as set out above shall be extended by a period of time equal in length to the period of such prevention and delay, and the Purchaser, insofar as is possible, shall promptly give written notice to the Vendor of the particulars of the reasons for any prevention or delay under this section, and shall take all reasonable steps to remove the cause of such prevention or delay and shall give written notice to the Vendor as soon as such cause ceases to exist.
6. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement to date between the parties hereto and supersedes every previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise, between the parties with respect to the subject matter of this Agreement.
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7. NOTICE
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7.1 Any notice required to be given under this Agreement shall be deemed to well and sufficiently given if delivered to the other party at its respective address first noted above, and any notice given as aforesaid shall be deemed to have been given, if delivered, when delivered, or if mailed, on the fourth business day after the date of mailing thereof.
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7.2 Either party may from time to time by notice in writing change its address for the purpose of this paragraph.
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8. RELATIONSHIP OF PARTIES
Nothing contained in this Agreement shall, except to the extent specifically authorized hereunder, be deemed to constitute either party a partner, agent or legal representative of the other party.
9. FURTHER ASSURANCES
The parties hereto agree to do or cause to be done all acts or things necessary to implement and carry into effect the provisions and intent of this Agreement.
10. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
11. TITLES
The titles to the respective sections hereof shall not be deemed a part of this Agreement but shall be regarded as having been used for convenience only.
12. CURRENCY
All funds referred to under the terms of this Agreement shall be funds designated in the lawful currency of the United States of America.
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13. NONSEVERABILITY
This Agreement shall be considered and construed as a single instrument and the failure to perform any of the terms and conditions in this Agreement shall constitute a violation or breach of the entire instrument or Agreement and shall constitute the basis for cancellation or termination.
14. APPLICABLE LAW
The site of the Agreement is Edmonton, Alberta, and for all purposes this Agreement will be governed exclusively by and construed and enforced in accordance with the laws prevailing in the Province of Alberta, Canada.
15. ENUREMENT
This Agreement shall endure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF this Agreement has been executed as of the day and year first above written.
/s/ Xxxxx XxXxxxxx
XXXXX XXXXXXXX
/s/ Xxxxx XxXxxxxx
HEALTH IN HARMONY INC.
PER: XXXXX XXXXXXXX
(AUTHORIZED SIGNATORY)
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