SALES AGENCY & DISTRIBUTION AGREEMENT
SALES
AGENCY & DISTRIBUTION AGREEMENT
This
Agreement is made effective (the “Effective Date”) as of the 22 day of January,
2010.
BETWEEN:
BRAND
NEUE, CORP
000 XX
Xxxxxxxxx Xxxxx, Xxxxx 00
Xxxxxxxxxxx,
Xxxxxxxx, XXX 72712
(“BN”)
and
RYANSTAR
PRODUCTS, LLC
000 XX
Xxxxxxxxx Xxxxx, Xxxxx 00
Xxxxxxxxxxx,
Xxxxxxxx, XXX 00000
(“RYANSTAR”)
(BN and
RYANSTAR being hereinafter singularly also referred to as a “Party” and collectively
referred to as the “Parties” as the context so
requires).
STATEMENT OF
PURPOSE
RYANSTAR
has entered into, and continues to enter into, certain agreements (“Distribution
Agreements”) whereby RYANSTAR has secured the rights to market, sell and
distribute the unique products (“Products”) of various
companies. RYANSTAR desires to appoint BN as RYANSTAR’s exclusive
marketing sales and distribution agent under these Distribution
Agreements. The Distribution Agreements are identified in Exhibit “A”
hereto and as may be modified from time to time.
NOW
THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
promises, covenants and agreements herein contained, THE PARTIES HERETO COVENANT
AND AGREE WITH EACH OTHER as follows:
Article 1
SCOPE OF
AGREEMENT
1.1 Appointment. RYANSTAR
hereby appoints BN as RYANSTAR’s exclusive marketing, sales and distribution
agent under the Distribution Agreements, and BN hereby accepts such appointment
and agrees to perform the following services (“Services”):
1.1.1 BN
agrees to act as RYANSTAR’s exclusive sales agent and distributor for the
Products sold pursuant to the terms of the Distribution Agreements.
1.1.2 BN
agrees to purchase all Products, related to the Distribution Agreements through
RYANSTAR.
1.2 BN
Obligations. BN warrants that all costs, obligations and
any other burdens or liability related only to the marketing, sales and
distribution of the Products of the Distribution Agreements are borne solely by
BN.
1.3 Term. This
Agreement shall be in effect until terminated by either party upon sixty (60)
days written notice.
Article
2
CONFIDENTIAL INFORMATION AND
RELATIONSHIP
2.1 Confidential
Information. No information in respect to this Agreement
or furnished by any Party hereto in respect of the activities carried out in
connection with or related to this Agreement or the Agreements shall be
published or disclosed to third parties by any Party without the prior written
consent of the other Party, but such consent in respect of the reporting of
factual data shall not be unreasonably withheld, and shall not be withheld in
respect of information required to be publicly disclosed pursuant to applicable
laws or court orders.
2.2 Relationship
of Parties. The parties agree that BN shall perform the
Services required hereunder as an independent contractor, and not as an
employee, franchisee, joint venturer or partner of RYANSTAR for any purpose
whatsoever. RYANSTAR shall not control the manner or prescribe the
method by which the Services are performed by BN hereunder and BN shall be
solely responsible for its acts while engaged in the performance of the Services
hereunder. The employees and agents of each party shall not be
considered employees or agents of the other for any purpose. BN is
not authorized to act on behalf of or bind RYANSTAR or any affiliate of BN in
any manner. If this Agreement is determined by a final decision of a
court, administrative agency or arbitrator of competent jurisdiction to create a
franchise, partnership or other relationship other than independent contractor,
then this Agreement will immediately and automatically terminate.
Article
3
GENERAL PROVISIONS
3.1 Entire
Agreement. This Agreement constitutes the entire
agreement 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.
3.2 Enurement
and Capacity. This Agreement will enure to the benefit
of and will be binding upon the Parties, their respective heirs, executors,
administrators and assigns. The Parties hereto have full legal right
and capacity to enter into and effect the terms of this Agreement and have each
sought counsel as to their obligations and their capacity, under prevailing
securities law or otherwise, to effect the Agreement hereby
contained. Neither this Agreement nor any rights hereunder may be
assigned by any Party except with the written permission of the other Party,
which permission may be with held without reason.
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3.3 Notice. Each
notice, demand or other communication required or permitted to be given under
this Agreement shall be in writing and shall be delivered to the Party or
Parties entitled to receive the same, at the address for such Party or Parties
specified above. The deemed date of receipt of such notice, demand or
other communication shall be the second business day following the date of
actual delivery thereof if electronically or physically delivered. If
delivered by mail then the deemed date of delivery shall be the tenth day
following mailing of notice, absent postal disruptions in which event it shall
be the actual date of delivery to the recipient. Any Party may at any
time and from time to time notify the other Party in writing of a change of
address and the new address to which notice shall be given to it thereafter
until further change.
3.4 Applicable
Law. This Agreement will be governed exclusively by and
construed and enforced in accordance with the laws prevailing in Arkansas and in
the courts thereof.
3.5 Further
Assurances. The Parties hereto hereby, jointly and
severally, covenant and agree to forthwith, upon request, execute and deliver,
or cause to be executed and delivered, such further and other deeds, documents,
assurances and instructions as may be required by the Parties hereto or their
respective counsel in order to carry out the true nature and intent of this
Agreement.
3.6 Counterparts
and Facsimile. This Agreement may be signed by the
Parties hereto in as many counterparts as may be necessary, each of which so
signed shall be deemed to be an original, and may be exchanged by facsimile and
such counterparts and facsimiles together shall constitute one and the same
instrument and notwithstanding the date of execution will be deemed to bear the
Effective Date as set forth on the front page of this Agreement.
IN
WITNESS WHEREOF the Parties have hereunto set their hands and given their
agreement as of the Effective Date.
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RYANSTAR
PRODUCTS, LLC
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BRAND
NEUE, CORP
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By:
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By:
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Printed
Name: Xxxx X. Xxxx III
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Printed
Name: Xxx Xxxxx
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Title: President
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Title: CEO,
Chairman of the
Board
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EXHIBIT
“A”
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Description
of Agreement
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Products
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Date
of Agreement
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Projects/
Application : LinRoc double piston can
With
actuator for all personal care, food, insecticides, lubricants, and air
freshener applications
Companies
: Wal-Mart Stores, inc, its subsidiaries and affiliates
Milestones:
1st
after 6 months first order should be placed
2nd
sales of Lindal products of U$1.5 mill in the first year
3rd sales
of lindal products of U$2.5 mill in the second year
4th sales
of lindal products of U$4.5 mill in the per year for the third, fourth,
and fifth year .
Period
of time:
Five
years from the effective date of the agreement and shall renew
automatically for another five year term should all established milestones
be met
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Linroc
Double Piston Can With Actuator
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Oct
8, 2009
|
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Grant
of Exclusive license:
Seller
does hereby grant to buyer the exclusive sales and distribution right in
the United States of America, Canada, and Mexico
Period
of Time : October 1st 2019
Milestones
: 3mill pieces over two years
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Click
gun :
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July
16, 2009
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Attached
Agreement
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Stasafe
Hand
Sanitizer
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Nov
17, 2009
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