This Agreement is made as of the
2nd day of February, 2009.
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BETWEEN:
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MULTI MEDIA
CAPITAL CORPORATION, with its registered and corporate office
at No. 5 New Road, Belize
City, Belize, Central America.
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( hereinafter
referred to as “ Multi Media ” )
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AND:
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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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WHEREAS, Multi Media 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, Berita 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.
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SECTION
2.00 OBLIGATIONS AND WARRANTIES OF MULTI
MEDIA
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2.01
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Included in the
cost of the System, Multi Media shall supply the proprietary
computer software and ancillary equipment without any additional
chare. Multi Media shall provide all necessary training, if and
when required by Berita 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 Multi Media.
Berita will be responsible for traveling and accommodation expenses
pertaining to its regional distributors.
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2.03
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Multi Media
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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Multi Media
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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Multi Media
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
BERITA
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3.01
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Berita 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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Berita shall
reimburse Multi Media on a per diem rate for training costs per
occurrence.
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3.03
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Berita is
obligated to meet the Performance Quota as specified in Section
4.
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3.04
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Berita 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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Berita, 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, Berita will have access to confidential
information about the System. Berita, 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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Berita 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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Berita is
obligated to place the following minimum orders during the term of
this agreement: - Prior to February 2, 2010 – 5
orders
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2
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Prior to
February 2, 2015 – 10 orders
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Prior to
February 2, 2019 – 10 orders
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4.02
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Exclusive
distribution rights of Berita will be lost upon failure to meet the
performance quota. Berita’s distribution rights shall be
deemed non exclusive rights. 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
Multi Media 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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Berita will
allow Multi Media 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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Multi Media
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 Berita passes to Berita upon their
delivery by Multi Media to a third party freight carrier for
ultimate delivery to Berita.
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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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Berita 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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Berita 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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Multi Media
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, Berita and its regional distributors,
will not, directly or indirectly, become associated with, or engage
in, or render service to any other business directly competitive
with the business of Multi Media.
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7.02
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All selling
costs, advertising and related business costs relating to Berita's
operations and performance under this Agreement are borne solely by
Berita.
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7.03
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Berita
agr
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