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EXHIBIT 10.8
January 5, 2000
Xxx X. Xxxxxx, President
Xxxxxx Xxxxxx & Company
0000 Xxxxxx Xxxx., Xxxxx
Xxxxxxxxxxx, XX 00000
RE: EXCLUSIVE SALES & MARKETING DISTRIBUTORSHIP ARRANGEMENT
Dear Xxx:
The purpose of this letter is to confirm our interest in entering into
an agreement pursuant to which you or your nominee would become the exclusive
sales and marketing distributor of GeneLink products and services in the United
States and Canada to the at-need funeral industry and to set forth the principal
terms of the proposed relationship. The terms we propose are as follows:
1. You or your nominee will become the exclusive sales and
marketing distributor of GeneLink products and services in the
United States and Canada to the at-need funeral industry,
except for certain house accounts which GeneLink will retain.
You will be responsible for obtaining any approvals, if
necessary, required to sell GeneLink products and services in
Canada.
2. The initial term would be for one year and will automatically
renew from year-to-year thereafter so long as minimum sales
levels are met (as determined by both parties).
3. You will be required to maintain your own insurance, to have
dedicated employees who would work solely on selling GeneLink
products and services and would be required to have personnel
at all major funeral industry conventions. You will be
responsible for training employees (GeneLink will give such
assistance as agreed to between the parties), will be
responsible for visiting accounts on a regular basis and will
advertise to the at-need funeral industry in print and other
media.
4. Prior to entering into a formal agreement, Distributor would
be required to present to GeneLink a 36 month marketing plan
for the United States and Canada.
4. GeneLink, as manufacturer, will process the DNA in a timely
fashion, and cause Certificates to be issued guaranteeing
quantification and storage of DNA. GeneLink will send the
Certificates to Xxxxxx Xxxxxx & Company, or its nominee, for
distribution.
5. It would be a condition to entering into the relationship that
we negotiate and enter into a mutually acceptable and
definitive form of Distributorship Agreement at the earliest
practicable date. The definitive Agreement will contain
representations,
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warranties, and indemnities that are customary for
transactions of this nature. In the event the parties fail to
enter into the definitive Agreement on or before February 1,
2000, the understandings contained in this letter of intent
shall terminate and be of no further force or effect as of
such date.
6. Each side agrees that it will negotiate in good faith and will
not, through February 1, 2000 directly or indirectly,
encourage any inquiries or accept any proposals by, or engage
in any discussions and negotiations with, or furnish any
business or financial information to, any another person, firm
or entity concerning a proposed distributor arrangement of the
type of products and services offered by GeneLink to the
at-need funeral industry.
7. The parties agree to keep this letter of intent and the
proposed transaction and agreements (including drafts of such
agreements) strictly secret and confidential until such time
as they mutually agree that a public announcement shall be
made. In all events, the parties shall consult with each other
and use all reasonable efforts to agree on the content and
manner of any disclosure permitted under this section. The
provisions of this Section shall terminate upon termination of
this letter of intent.
8. This letter of intent constitutes the full and complete
agreement between the parties with respect to the subject
matter contained in this letter of intent and there are no
further or other agreements or understandings, written or
oral, in effect between the parties relating to such subject
matter except as expressly referred to herein.
If you are in agreement with the foregoing, please sign and return a
copy of this letter to us.
Xxx, I look forward to a successful business relationship with you and
your staff.
Very truly yours,
GeneLink, Inc.
/s/ Xxxx X. XxXxxxxxxx
Xxxx X. XxXxxxxxxx, President
Read, Agreed and Accepted:
XXXXXX XXXXXX & COMPANY
By: /s/ Xxx X. Xxxxxx
Xxx X. Xxxxxx, President
Date: 01-06-2000
