EXHIBIT 10.3
AGENCY APPOINTMENT AGREEMENT
WHEREAS Essentially Yours Industries Corp ("Corp"), #201 -- 0000 -- 000xx
Xxxxxx, Xxxxxx, X.X. X0X 0X0
Fax: 000.000.0000
Email: xxxxxxx@xxxxxxx.xxx
has agreed to transfer and assign its sales and marketing activities to its
wholly owned subsidiary,
Essentially Yours Industries, Inc ("Inc")
0000 -- Xxxxxx Xxxxxx Xxxx, Xxxxx 000, Xxx Xxxxx, XX 00000
Fax: 000.000.0000
Email: xxx@xxxxxx.xxx
effective as at noon PDT June 30, 2002;
AND WHEREAS as at June 30, 2002 Corp still will have an inventory of EYI
products and sales aids to be sold in an approximate amount of $$275,000.00+/-
USD in products and $105,000.00+/- USD in sales aids ( collectively the
"inventory");
AND WHEREAS Corp requires assistance to sell the inventory;
AND WHEREAS Inc is able and prepared to sell the inventory and to account to
Corp pursuant to the terms herein set out;
Now Therefore, in consideration of the sum of one ($1.00) US Dollar paid by each
Party to the Other, the receipt and sufficiency of which is hereby acknowledged
the Parties agree as follows:
1. Corp hereby appoints Inc as its sole and exclusive agent to sell its
inventory and Inc agrees to accept such appointment.
2. The Parties agree that the effective date of this appointment shall be as
of the effective date of the transfer and assignment of the sales and
marketing activities of Corp to Inc being noon PDT June 30, 2002 (the
"effective date").
3. Inc agrees that effective the effective date it will commence to sell the
inventory at the prices previously established by Corp and to continue to
sell at such prices unless and until any change is agreed to by Corp. Inc
will account to Corp for all sales of the inventory and in consideration
for its efforts it is agreed that Inc will be entitled to a sales
commission of fifteen (15.0%) percent on all sales, which it may deduct
from sales revenue prior to accounting to Corp.
4. The Parties agree to execute and deliver any and all transfers,
assignments and other documentation necessary or reasonably requested to
carry out and ensure compliance with the intention of the Parties
expressed herein.
5. Each of the Parties confirms that it has the authority to enter into this
agreement; that the agreement has been properly authorized; and that the
agreement is binding upon each respective party.
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6. Any notice required or permitted to be given hereunder shall be in writing
and shall be effectively given if:
(a) Delivered personally;
(b) Sent by prepaid courier service or mail; or,
(c) Sent prepaid by telecopiers, fax, telex or other similar means of
electronic communication, including email;
Addressed to the relevant Party at the address/number shown for that Party
at the beginning of this Agreement.
Any notice so given shall be deemed conclusively to have been given and
received when so personally delivered or, if sent by fax, telex,
telecopier or other electronic communication, including email, on the
first business day thereafter, or if sent by mail on the third business
day thereafter. Any Party may change any particulars of its address/number
for notice by notice to the other in the manner above described.
7. Save and except for actions for injunctive relief or similar, the Parties
shall make every effort to resolve amicably by direct, informal
negotiation any disagreement or dispute arising between them under and in
connection with this Agreement. If, after TEN (10) DAYS from the
commencement of such informal negotiations, the Parties have been unable
to amicably resolve any dispute arising out of or in connection with this
Agreement, except for actions for injunctive relief or similar, any Party
may require that the dispute be referred to and finally resolved by
Arbitration, under the rules of the American Arbitration Association (the
"Rules"), which Rules are deemed to be incorporated by reference into this
Article. The tribunal shall consist of One (1) Arbitrator. The Parties
will endeavour within TEN (10) DAYS of the matter being referred to
Arbitration to agree upon an Arbitrator, failing which the Arbitrator
shall be appointed in accordance with the Rules. The place of Arbitration
shall be Las Vegas, NV. The language of the Arbitration shall be English.
The Parties agree that the Arbitrator shall be requested to make his award
within SIXTY (60) DAYS following the later of the conclusion of the
Arbitration hearings or any exchange of final written submissions by the
Parties and further agree that the word of the Arbitrator shall be final
and binding and without appeal.
8. If any provision of this Agreement is unenforceable or invalid for any
reason whatever, such unenforceability or invalidity shall not affect the
enforceability or validity of the remaining provisions of this Agreement,
and such provision shall be severable from the remainder of this
Agreement.
9. The term of this agreement will be for one year from the effective date
and thereafter shall automatically renew for one year periods unless
terminated in accordance with the terms hereof. This agreement may be
terminated by either party upon 30 days prior written notice. Further this
agreement shall terminate when the inventory has been substantially sold.
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10. No waiver by any Party of any breach by any other Party of any of its
covenants, obligations and agreements hereunder shall be a waiver of any
subsequent breach of any other covenant, obligation or agreement, nor
shall any forbearance to seek a remedy for any breach be a waiver of any
rights and remedies with respect to such or any subsequent breach. Time
shall be of the essence hereof.
11. This Agreement shall be governed by and construed in accordance with the
laws of the State of Nevada, USA. without regard to its choice of law
rules.
12. This Agreement may be executed in two (2) or more counterparts, each of
which, when executed, shall be considered an original for all purposes,
provided that all counterparts shall, together, constitute one and the
same document.
This Agreement ensures to the benefit of and is binding upon the parties and
their respective heirs, executors, administrators, successors and assigns, as
permitted herein.
IN WITNESS WHEREOF, the parties have signed this Agreement as of May 27, 2002.
By: Essentially Yours Industries Corp. By: Essentially Yours Industries, Inc.
X /s/ XXXXX XXXXXX X /s/ XXX XXXXXXXX
------------------------------------- -------------------------------------
Name: Xxxxx XxXxxx Name: Xxx Xxxxxxxx
Title: Secretary Title: President
Date: Date:
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