EXHIBIT 2.1
E NUTRITION, INC.
SALES AGREEMENT
THIS AGREEMENT is made and entered into this 30th day of April 2002, by
and between, E Nutrition, Inc., a Nevada corporation, with its principal place
of business in Springville, Utah, hereinafter referred to as "Seller," and HI-Q
Nutrition, Inc., a Nevada corporation, with its principal place of business at
Orem, Utah, hereinafter referred to as "Buyer."
WHEREAS, the Seller has expended time, effort, and financial resources
to develop and obtain expertise in the field of producing, marketing,
distributing, and promoting the sale of nutritional supplements and has
successfully established market demand for such products under the brand name
HI-Q. The Seller is the lawful owner of the HI-Q name and registered trademark
and believes the brand signifies a high standard of quality; and
WHEREAS, the Buyer desires to purchase, market, and distribute the
Seller's brand named products, trademark, product formulation, customer base and
marketing ideas.
IT IS THEREFORE AGREED between the parties as follows:
1. SALE. The Seller desires to sell and the Buyer desires to purchase all
interest, ownership, and related liability of the HI-Q brand name,
trademark, product formulation, customer base, and marketing ideas.
2. SALES PRICE. The Buyer shall pay the Seller Ten Thousand Dollars
($10,000) in cash upon execution of this agreement. Seller shall
forgive any uncollected royalties owed to Seller by the Buyer.
3. CLOSING. This agreement is effective upon the Seller's deliver and
deposit of cash funds.
4. NON-COMPETITION. The Seller shall not compete with Buyer in a similar
business opportunity for a period of one year from the date of this
agreement.
5. TERMINATION OF LICENSE AGREEMENT. Seller and Buyer agree to terminate
the License agreement dated September 1, 2001 between the two parties
upon closing.
6. PRODUCT LIABILITY. Seller makes no representations or warranties
regarding the HI-Q brand, trademark, or formulations. Buyer agrees to
indemnify and hold Seller harmless from all claims related to the HI-Q
products since the inception of the brand.
7. CUSTOMER SERVICE. Buyer shall provide customer service and
satisfaction for all HI-Q customers including inquiries, back orders,
misplaced shipments, lost items, complaints, charge-backs, and
refunds.
8. CONFIDENTIALITY. The Seller acknowledges the confidential nature of
the Buyer's business and product formulations and agrees not to
disclose any such information.
9. VENDOR ACCOUNTS. Buyer shall establish vendor accounts, including
merchant accounts, in its' own name. Buyer may not establish or
conduct business under the name of the Seller or obligate the Seller
in any way.
10. COMPLETE AGREEMENT. This agreement contains the entire agreement of
the parties and no representations, inducements, promises, or
agreements, oral or otherwise, between the parties not embodied herein
shall be of any force or effect.
11. GOVERNING LAW. This agreement, and all transactions contemplated
hereby, shall be governed by, construed and enforced in accordance
with the laws of the State of Utah.
SELLER:
/s/ Xxxxxx X. Xxxxx
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E Nutrition, Inc., Xxxxxx X. Xxxxx, President
BUYER:
/s/ Xxxxxx X. Xxxx
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HI-Q Nutrition, Inc., Xxxxxx X. Xxxx, President
