EXHIBIT 10.26
ROYALTY AGREEMENT
This Royalty Agreement is entered into by and between Natural Health
Trends Corp. ("the Company") and Xxxxx Xxxxxxxxx and Xxx Xxxxx (individually
"Distributor" and collectively "Distributors") effective the 1st day of March
2005 (the "Effective Date") in which the parties agree as follows:
1.0 RECITALS
1.1 The Company is an international direct selling organization and operates,
among other ways, through its wholly owned subsidiary Lexxus International,
Inc., which distributes certain cosmetic, quality of life, and other products
through independent distributors worldwide,
1.2 Distributors are each independent distributors of the Company and have had
and continue to have substantial knowledge and experience in distributing the
Company's products throughout various international markets,
1.3 The parties desire to establish a monthly royalty payment schedule (the
"Royalty Payments") to compensate Distributors for certain marketing and
distribution efforts undertaken,
1.4 The Company entered into an oral agreement (the "Oral Agreement") with the
Distributors on or about December 1, 2003 (the "Inception Date"). This Royalty
Agreement is intended to clarify and memorialize the Oral Agreement from its
Inception Date.
1.5 Therefore, for good and valuable consideration, including the promises made
by each party and the acts taken in accordance therewith, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
2.0 DEFINITIONS
2.1 "KGC" as used herein shall refer to KGC Networks Pte. Ltd., a private
company organized and incorporated in and under the laws of the Republic of
Singapore of which the Company is a 51% owner and Bannks Foundation is a 49%
owner of the issued and outstanding capital stock.
2.2 "The March 17, 2004 Agreement" as used herein shall refer to that certain
agreement dated March 17, 2004 and effective as of November 17, 2003 by and
between the Company and Bannks Foundation pertaining to the ownership, control,
and management of KGC.
3.0 ROYALTY
3.1 Between the Inception and the Effective Dates, the Royalty Payments shall be
as presented in Exhibit A. From the Effective Date on, the Company shall pay
each Distributor 5% of KGC's monthly net sales but no more than $15,000.00 per
month as royalties, until such obligation to pay royalties shall terminate or
cease as provided in this Agreement.
3.2 The Royalty Payments to Distributors shall continue each month until the
occurrence of any one or more of the following acts, events or conditions
(hereinafter "Event(s) of Royalty Termination"):
3.2.1 KGC shall commit a material breach of contract or otherwise default
in its obligations to the Company under the March 17, 2004 Agreement,
3.2.2 KGC shall become bankrupt (or seek protection from creditors),
insolvent, defunct, or cease to operate as a going concern,
3.2.3 KGC defaults in its payment obligations to the Company for more than
90 days,
3.2.4 The Company's equity interest and ownership in KGC becomes less than
51% of the total equity of KGC,
3.2.5 Distributor ceases to be an active independent distributor of the
Company in good standing
3.3 Upon the occurrence of any Event of Royalty Termination described in
sub-paragraphs 3.2.1 through 3.2.8 (whichever shall first occur), the obligation
of the Company to pay royalties to Distributors shall forever terminate, and no
further payment of any kind or nature shall be due or become due Distributors at
any time or for any reason. The termination of royalty to a Distributor solely
because such Distributor ceases to be an active distributor of the Company as
described in sub-paragraph under 3.2.8 shall not affect the continued right of
the other Distributor to receive his royalty payment so long as no other Event
of Royalty Termination has occurred.
3.4 Distributors acknowledge and agree that the royalty payments herein provided
constitute the full and final amounts to which Distributors are entitled or will
become entitled as a result of this royalty agreement.
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4.0 GENERAL PROVISIONS
4.1 Each party shall bear their own expenses, including fees of attorneys,
agents and accountants.
4.2 The failure or delay by any party in exercising any right, power, or
privilege under this Release and Agreement will not operate as a waiver of such
right, power, or privilege.
4.3 This Agreement supersedes all prior agreements and understandings between
the parties with respect to its subject matter, whether oral or written or
partly oral and partly written, and constitutes a complete and exclusive
statement of the terms of the agreement between the parties with respect to its
subject matter. This Agreement may not be amended except by a written agreement
signed by the parties.
4.4 Neither party may assign any of its rights under this Agreement without the
prior consent of the other party. This Agreement and all of its provisions and
conditions are for the sole and exclusive benefit of the parties to this
agreement and their beneficiaries.
4.5 This Agreement will be governed by the laws of the State of Texas as if it
were to be wholly performed within such State.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of March 1, 2005.
THE COMPANY DISTRIBUTORS
NATURAL HEALTH TRENDS CORP.
AND ALL SUBSIDIARIES AND AFFILIATES THEREOF
By: /s/ Xxxx Xxxxxxxx /s/ Xxxxx Xxxxxxxxx
------------------------------ --------------------------
Xxxx Xxxxxxxx, President Xxxxx Xxxxxxxxx
/s/ Xxx Xxxxx
-------------------------
Xxx Xxxxx
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EXHIBIT A
ROYALTY PAYMENTS BETWEEN THE INCEPTION DATE AND THE EFFECTIVE DATE
XXX XXXXX
November 2004: $15,000
December 2004: $15,000
January 2005: $15,000
February 2005: $15,000
XXXXX XXXXXXXXX
December 2003: $12,000
January 2004: $22,356
February 2004: $21,888
March 2004: $115,176
May 2004: $50,000
July 2004: $50,000
August 2004: $50,000
November 2004: $15,000
December 2004: $15,000
January 2005: $15,000
February 2005: $15,000
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