AvVaa World Health Care Products, Inc. Agreement For
Sales and Marketing Consulting With David J. Larson
This Consulting
Agreement (the "Agreement") is entered into and made
effective as of this 10th day of January
2005 (the "Effective Date"), and will
serve as the governing contractual
agreement between AvVaa World Health Care
Products, Inc., ("avVaa") with offices at
P.O. Box 335, 3018 Schaeffer Rd,
Falkland, BC, Canada VOE 1WO, and David J.
Larson ("DJL") with offices at 1712
Arabian Lane, Palm Harbor, FL 34685.
Collectively, both parties will be referred
to as the "Parties".
WHEREAS, avVaa
markets, manufacturers and distributes a range of
over-the-counter all-natural skin care
products as defined in Exhibit "A"; and
WHEREAS, DJL
seeks to be a consultant to avVaa and the Parties desire to
establish pursuant to this Agreement a
mutually beneficial relationship through
which DJL has special knowledge of
complimentary new products, sales & marketing
expertise to implement the avVaa Business
Plan and skills relating to the
identity of specific potential Customers of
the Products as defined in Exhibit
"B"; and
NOW, THEREFORE,
the Parties agree as follows.
1.
Definitions. Terms used in this Agreement shall have the
following
meaning:
1.1.
"Customer" means a company listed in Exhibit "B" who enters
into an Agreement to purchase the Products under terms
approved and accepted by avVaa.
1.2.
"Net Sales Revenue" means monies collected by avVaa pursuant
to Customer Agreements less any discounts, refunds, credits,
costs of shipping, applicable sales taxes, value-added-taxes,
or other extraordinary fees.
1.3.
"Price List" means avVaa's then-current Products price list,
which is subject to change from time to time in avVaa's sole
discretion, subject to a 30-day notice for new orders
developed by avVaa.
1.4.
"Products" means avVaa's complete line of products that it
manufactures, markets and distributes under avVaa's corporate
umbrella.
2.
Appointment. Subject to the terms and conditions set forth
herein,
avVaa hereby appoints DJL and DJL hereby accepts appointment, as
a
consultant to avVaa.
3.
Term. The term of this Agreement shall commence as of the
Effective
Date and continue for one (1) year period (herein "Initial Period"
or
"Term") unless earlier terminated by avVaa or DJL as permitted
under
this Agreement.
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4.
Renewal. Subject to written notice by DJL and written acceptance
by
avVaa, at least thirty (30) days prior to the end of the Initial
Term,
DJL may renew this Agreement for an additional one (1)-year
period.
5.
Termination. Upon termination or non-renewal of this Agreement,
DJL
shall within ten (10) days of such termination return to avVaa
all
copies of the Products, including the copies of technical
materials,
brochures, marketing materials, and the like.
6.
Supply of Products: avVaa will use commercially reasonable efforts
to
timely supply Customers with Products.
7.
Rights of DJL.
7.1.
Rights. avVaa grants to DJL the right to market and sell the
Products to Customers in the territory during the Term and
pursuant to the terms and conditions of this Agreement.
7.2.
Prohibitions. DJL is granted a right to market and present
Products directly to Customers, but not to authorize other
consultant contractors without the prior written approval by
avVaa in the case of each additional consultant.
7.3.
Independent Contractor Status. The relationship of the party
under this Contract shall be that of an independent
contractor. This Contract does not establish or constitute an
employee or franchisee relationship to avVaa. Notwithstanding
anything to the contrary, avVaa reserves the right, in its
sole discretion, to reject any Customer or Customer Contract,
and DJL is not authorized to accept orders or make contracts
in avVaa's name, or to transact any business in the name of
avVaa's, or to assume or create any obligation or
responsibility to any third parties binding upon avVaa in any
manner whatsoever, unless prior specific written consent from
avVaa.
8.
Obligations of DJL.
8.1.
Sales / Marketing. DJL agrees to use commercially reasonable
efforts to market and sell the Products and agrees that its
marketing efforts will be of high quality, in good taste, and
will use its best efforts to ensure the professional image and
reputation of avVaa and the Products. DJL also represents to
conduct business in a manner that reflects favorably on the
quality image of avVaa and its Products. The sole focus of DJL
will be to implement and execute sales and marketing
objectives based upon avVaa's Business Plan. DJL will
interface with Dr. Moore and the Crossfire Group to insure
their marketing and sales efforts are being executed in a
timely manner to insure implementation of avVaa's business
objectives.
8.2.
Competent Personnel. DJL agrees to maintain competency in any
and all sales and
marketing personnel so that each is
reasonably knowledgeable of the features and advantages of the
Products.
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8.3.
Compliance with Laws. DJL shall comply with all applicable
requirements of federal, state and local laws, ordinances,
administrative rules and regulations.
8.4.
Identification. DJL shall identify itself as an authorized
consultant to avVaa only with respect to the avVaa Products
and shall otherwise identify itself as an independent
businessman. Neither avVaa nor DJL shall make any express or
implied agreements, guarantees or representations, or incur
any debt in the name of or on behalf of the other.
8.5.
Non-Disparage. The Parties to this Agreement shall not
disparage each other or their affiliates or their products or
services, nor shall the parties to this Agreement disparage
their respective competitors or the services or products of
such competitors. This provision shall survive for three (3)
years from the date of expiration or termination of this
Agreement.
8.6.
Non-Compete. Representative shall not market, sell or resell
competitive products similar to Products to Customers. This
provision shall survive for one (1) year from the date of
expiration or termination of this Agreement.
8.7.
Market Intelligence. DJL shall provide avVaa with market
intelligence that it obtains in the course of its business and
visa versa.
9.
Obligations of avVaa.
9.1 Marketing
Materials, Support & Training. avVaa shall make
available initial and ongoing marketing materials, support and
training as mutually agreed by both avVaa and DJL.
9.2 Customer
Support. avVaa shall be responsible for the
provisioning of all Customer Products shipments and technical
support.
9.3 Customer
Billing and Collections. avVaa shall be responsible
for all Customer billing, collections and receivables at no
charge or expense to DJL for all shipments of Products.
10.
Compensation.
10.1
Raising Working Capital for AvVaa. DJL shall earn a finders
fee of 7.5% of the gross proceeds raised for avVaa or any of
its affiliates during the term of this contract. Proceeds
shall be paid to DJL within 14 days after closing, at which
time avVaa would be in control of the proceeds.
10.2
DJL will provide the support, implementation and execution of
the avVaa initial sales plan for the first year for: 1) Stock
in the amount of 350,000 (Three Hundred Fifty Thousand) of
non-registered
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"144" stock with a legend affixed to the stock certificate.
(At which time the "144" stock is eligible to have the legend
removed, avVaa will at no charge have the Opinion Letter
written and forwarded to avVaa's Transfer Agent for
processing. If a registration should occur at anytime prior to
the first year of DJL's anniversary date of issuance, avVaa
will register said shares along with any other S-8
registrations being processed at that time. 2) DJL will be
issued 250,000 (Two-Hundred Fifty Thousand) avVaa "S8" free
trading shares within 10 business days after this agreement is
signed by avVaa. Fifty percent (50%) of the proceeds from the
S8 shares will be used for travel expenses for implementation
of the avVaa sales plan and (50%) of the shares will be used
as compensation for services performed. (Travel expenses will
be split equally between avVaa and DJL up to the net proceeds
of 125000 shares of S8 stock.) All shares are to be issued at
0.001 cents per share and not at market price since this type
of compensation is for work performed.
10.3
DJL will provide the initial business plan for the avVaa
coatings line of products prior to 12-31-05.
Commissionable Sales. DJL will receive a commission of 2% on
all avVaa gross sales that are brought to the table by DJL on
a monthly
basis.
10.4
New Product Introductions. DJL will receive 150,000 shares of
(144) restricted avVaa stock for each new product that is
incorporated into the AvVaa product mix and business plan
brought into the company by DJL. The "144" shares will be
issued to DJL 14 days after the first sale of the new product
through avVaa's regular course of distribution channels.
Additionally, DJL will receive a 5% commission on all gross
sales of new products that are incorporated into the avVaa
product lineup in year one that are brought to the table by
DJL.. If the contract is renewed for a five year period then
the commission structure would be: Year 1= 5%, Year two= 4%,
Year three= 3%, Year two= 2%, Year one= 1%
10.5
Sales Records and Reports. avVaa agrees to maintain a
complete,
clear and accurate record for at least two (2) years
of any and all Products sales transactions to Customers during
the Term of this Agreement. Upon ten (10) days advance notice,
avVaa shall permit DJL or persons designated by DJL, bound to
the same non-disclosure provisions of this Agreement, to
inspect records pertaining to such Products transactions to
ensure compliance by avVaa with its obligations to DJL. Any
such inspection and audit shall be conducted during regular
business hours and in such a manner as not to interfere with
normal business activities of avVaa. Under no circumstances
shall such an audit be performed on a contingency basis. The
costs for such inspections will be solely born by DJL.
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11. Use of
avVaa Trademarks and Service Marks.
11.1.
Trademarks. avVaa hereby grants DJL for the Term of this
Agreement a non-transferable, royalty-free license to use
"avVaa", in logo form as used by avVaa, and the applicable
Products trademarks (collectively, the "Trademarks") solely in
DJL marketing, advertising and promotion of the Products. DJL
shall use in accordance with the then-current use policies.
DJL agrees not to attach any additi
