Exhibit 10.2
This Agreement is made as of the
2nd day of February, 2009.
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BETWEEN:
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BERITA CAPITAL
CORPORATION, a Nevada company with its registered office
located at 245 East Liberty
Street, Suite 200, Reno, Nevada 89501
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( hereinafter
referred to as “ Berita ” )
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AND:
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NATURAL
WELLNESS COMPANY, with its registered address at 26 Black Birch
Way, Kingston 6,
Jamaica.
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( hereinafter
referred to as “ Natural Wellness ” )
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WHEREAS, Berita has the rights to
market and distribute a proprietary state of the art computerized
bio-resonance system designed to scan the human body for the
detection and subsequent recommended reduction of stress by
determining the energetic state of the body ( referred to as the
“ System ” – see Definition Sec.1.03
).
WHEREAS, Natural Wellness has a
network of business contacts in the Territories and wishes to
market the System in the Territories as defined per section 1.01,
on an exclusive basis subject to meeting the Performance Quota as
per section 4.
NOW, THEREFORE, in consideration
of the premises stated above and subject to the terms and
conditions contained herein, the parties agree as
follows:
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1.01
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Territories
shall mean the Caribbean.
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1.02
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Dollars shall
mean US Dollar.
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1.03
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The
“System” means the proprietary state of the art
computerized bio- resonance System designed to scan the human body
for the detection and subsequent recommended reduction of stress by
determining the energetic state of the body. This non invasive
proprietary technology will complement the existing services and
therapies used by the traditional medical disciplines, which are
considered expensive.
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The diagnostic
and treatment system is portable, therefore offers flexibility in
being able to provide this therapy at a number of different
locations, thereby reducing overhead costs for the
intended
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business.
SECTION
2.00 OBLIGATIONS AND WARRANTIES OF
BERITA
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2.01
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Included in the
cost of the System, Berita shall supply the proprietary computer
software and ancillary equipment without any additional chare.
Berita shall provide all necessary training, if and when required
by Natural Wellness as per the per diem rate per
occurrence.
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2.02
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Training
sessions will be held at the corporate office of Berita. Natural
Wellness will be responsible for traveling and accommodation
expenses pertaining to its regional distributors.
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2.03
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Berita shall
provide the necessary technical assistance on an ongoing basis
during the term of this Agreement. All technical assistance is
included in the cost of the System.
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2.04
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Berita warrants
that no other person or organization has been given exclusive or
non-exclusive rights to produce, use, or sell the System/s in the
Territory.
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2.05
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Berita warrants
that the System does not infringe any proprietary rights of others
within the Territory.
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SECTION
3.00 OBLIGATIONS AND WARRANTIES OF NATURAL
WELLNESS
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3.01
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Natural
Wellness shall appoint regional distributors in the Territories, to
effectively market and the System in the Territories to the best of
its abilities.
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3.02
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Natural
Wellness shall reimburse Berita on a per diem rate for training
costs per occurrence.
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3.03
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Natural
Wellness is obligated to meet the Performance Quota as specified in
Section 4.
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3.04
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Natural
Wellness warrants that it shall not enter into any agreement or
sublicensing rights which is in violation of the terms of this
Agreement.
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3.05
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Natural
Wellness, its directors and officers, and affiliated companies,
warrant that they will not themselves or through third parties,
circumvent this Agreement, nor will they attempt to copy, duplicate
or compete with the System during the term of this Agreement, and
upon its termination, for another 2 years thereafter.
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3.06
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During the term
of this Agreement, Natural Wellness will have access to
confidential information about the System. Natural Wellness, its
directors and officers and affiliated companies, warrant that it
will keep such information confidential from third parties during
and after this Agreement expires.
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3.07
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Natural
Wellness warrants that it shall return any and all confidential
information of MD when this Agreement is terminated.
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SECTION
4.00 PERFORMANCE QUOTA
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4.01
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Natural
Wellness is obligated to place the following minimum orders during
the term of this agreement:
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2
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Prior to
February 23, 2010 – 5 orders
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Prior to
February 23, 2015 – 10 orders
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Prior to
February 23, 2019 – 10 orders
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4.02
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Wholesale
pricing extended to Natural Wellness will be lost upon failure to
meet the performance quota. In such event, Natural Wellness will be
subject to retail pricing. All other terms of this Agreement shall
remain the same.
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SECTION
5.00 PAYMENT AND DELIVERY
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5.01
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Payment to
Berita shall be made by, Bank Draft, Money Order, or other methods
as mutually agreed to between the parties.
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5.02
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Natural
Wellness will allow Berita 30 days to fill and ship orders upon
receipt of full payment by methods as per section 5.01.
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5.03
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Berita shall
only be liable for delay in delivery if delivery is unreasonably
late and more than thirty (30) days later than specifically agreed
to in writing.
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5.04
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Risk in, and
title to the System/s ordered by Natural Wellness passes to Natural
Wellness upon their delivery by Berita to a third party freight
carrier for ultimate delivery to Natural Wellness.
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SECTION
6.00 GOVERNMENTAL AUTHORIZATIONS
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6.01
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Marketing of
the System hereunder shall be subject to the export control laws
and regulations of the exporting country, and the import control
laws and regulations of the Territories.
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Natural
Wellness and its regional distributors, will be responsible for the
timely obtaining of any required authorizations such as import
licenses, exchange permits, or any other governmental authorization
for the importation and/or marketing of the System.
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Natural
Wellness shall use its best efforts and, if needed, engage an
expert in order to receive Governmental approval for the marketing
of the System in the Territories.
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Berita shall
obtain or apply for any required approvals, certification, permit,
or other documentation that may be required by the government
authorities as proof that the System complies with any applicable
standards, requirements, tests, or procedures within the
Territories (collectively, the "Standards").
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SECTION 7.00
COMPETING PRODUCTS AND PRODUCT PROMOTION
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7.01
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During the
period of this Agreement, Natural Wellness and its regional
distrib
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