EXHIBIT 10.56
MARKETING AND RETAIL SALES DISTRIBUTION AGREEMENT
This marketing and retail sales distribution agreement (the "Agreement") is made
by and between Xxxx Xxxx Financial Corporation, Xxx.XX ("WCFC") and/or assigns
(the "Assigns") to market and distribute the products listed in Attachment A
hereto (the "Products"), and First Scientific, IncorporatedTM ("FST"),
collectively the "Parties", on this 9th of November, 2001.
Whereas, FSI has certain Products which are manufactured as anti-microbial
agents, of which a non-exclusive list is provided in Attachment A, and WCFC, and
its Assigns are in the business of marketing and distributing items to the
General Public, the Parties agree as follows:
1. A. FSI agrees to manufacture the Products and fill WCFC's written
orders for Products in a timely manner, and in any event will use
its best efforts to fill placed orders within a period of thirty
days (30) days or less following receipt of any written order.
B. WCFC or Assigns has two options to pay for Product released by
FSI to WCFC under this Agreement: Option 1: If WCFC or Assigns
elects to pick up the Products directly from FSI, then WCFC will
pay 100% of the Price upon receipt of the Product; Option 2: If
WCFC or Assigns elects to have FSI ship the Product to a
designated location, WCFC or Assigns shall prepay 50% of the
Price up-front and then satisfy the remaining 50% of the Price
upon delivery of the Products to the designated location.
2. A. FSI agrees to deliver to WCFC copies of all current reports,
articles, tests, investigations, information on discoveries,
testimonials, and any other comments or other information
(collectively the "Information") made by scientists, doctors,
agencies, or governmental organizations immediately after FSI's
receipt of such Information.
B. WCFC and Assigns may use the Information in all marketing and
distribution efforts to sell the Products. WCFC agrees not to
make any marketing claims in regard to the Products that are not
supported by the Information supplied by FSI.
3. Price will be determined according to Attachment A Product and
Pricing.
4. A. If FSI has existing Products, and WCFC agrees to sell those
existing Products, a discount will be made on the purchase of
those Products, in that it comes from a product overrun
situation.
B. WCFC agrees to pay the Price in cash or cash equivalent. WCFC
will pay shipping, unless other arrangements have been made.
5. Term. This agreement will run in perpetuity, unless terminated by
either of the Parties.
6. Termination. Termination of this Agreement may be commenced upon
thirty (30) days written Notice. Termination will be effective sixty
days (60) days following the date that Notice of termination is
received by the non-terminating Party. WCFC or Assigns will be
permitted to sell, market, and distributes all Products (that have
been ordered from FSI, or are in the possession of WCFC or Assigns at
termination).
7. Nature of the Relationship. This Agreement is non-exclusive with
respect to FSI's existing and future distribution channel. However,
FSI agrees not to sell, market or distribute the Products directly to
the General Public, absent effective termination of this Agreement.
The General Public includes primarily retail consumers who purchase
the Products primarily for individual family, work, or household
purposes; however, this restriction shall not prohibit FSI from
distributing the Products to any third Party who may then attempt to
sell, market, or distribute to the Products to the General Public.
WCFC and its Assigns intends on spending a
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large amount of money in advertising the Products, and FSI agrees that
it will not infringe or otherwise interfere with these advertising
efforts to the General Public by going into competition in that same
arena. WCFC and Assigns may market the Products as manufactured by
First Scientific Incorporated and distributed by WCFC and/or Assigns,
and may restructure labels affixed to the shipping materials
containing the Products to bear statements similar to the following:
"Manufactured by First Scientific, Inc. for Origin Sales, Inc."
8. There are no set minimum quota requirements for sales under this
Agreement. Orders will be taken on a case by cases basis by FSI.
9. FSI warrants and guarantees that FSI holds all of the relevant
patents, trademarks, servicemarks, and other like intellectual
property rights to the Products, and further warrants that FSI's
Products are not subject to any claim (for infringement or otherwise),
demand, or legal action by any third party. FSI warrants and
guarantees that to the best of its knowledge all claims made by FSI
about the Products are true and correct.
10. All notices and other communications required or permitted under this
Agreement shall be validly given, made, or served if in writing and
delivered personally or sent by registered mail, to the other party.
Address where notice is to be sent: WCFC or Assigns - 00000 Xxxxxxxxxx
Xxx. Xxxxxxx, XX 00000; FSI - 0000 Xxxx 0000 Xxxxx Xxxxx 000, Xxxxx
Xxxx 00000. Each party may, by notice to the other as provided herein,
designate a different address.
11. FSI agrees to indemnify and hold WCFC and its Assign harmless from all
actions, of whatever kind and nature, relating to or arising out of
any consumer use of the Products and/or claims that FSI's Products
infringe upon any third party's patent, trademark, servicemark, or
other similar intellectual property right.
12. Bankruptcy. In the event of bankruptcy, insolvency, or receivership,
and subject to the laws thereto, this Agreement shall remain in full
force and effect and will be binding on FSI's assigns and successors
to the fullest extent permitted by law.
13. Disputes. All disputes arising out of or under this Agreement, which
cannot be settled by agreement of the parties shall be submitted to
the American Arbitration Association (AAA), to be heard in King
county, Washington under the rules then in force, or such other rules
or venue agreed upon by the parties. The prevailing party in any
dispute shall be reimbursed all of its reasonable costs, including
reasonable attorney's fees by the other party.
14. Governing law. This Agreement and the rights and obligations of the
parties herein, shall be construed in accordance with the laws of the
State of Utah and applicable federal law. The Parties hereby consent
to the jurisdiction and venue of the courts of the State of Washington
or any federal court located in such state.
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/s/ Xxxx X Xxxx 11-09-01 [Illegible] 11-09-01
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WCFC Signature Date FSI Signature Date
Attachment A
Product & Pricing
1. PureCleanse 2.5 Fl. Oz. Instant Skin Sanitizer $1.89/EA
2. PureCleanse 2.0 Fl. Oz Antimicrobial Handwash $1.11/EA
3. PureCleanse 2.0 Fl. Oz Hypo-Allergenic Lotion
(Microbe NZ Compatible) $1.11/EA
4. PureCleanse 2.0 Fl. Oz First Aid Antiseptic Spray $1.29/EA
Note: Some of this product (discontinued) may be in larger sizes
This pricing is to be reviewed every 12 months. However, larger volume purchases
can be negotiated later. Initiated by Xxxx X. Xxxx and [Illegible] [Handwritten
in original]
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