EXHIBIT 10.13
DISTRIBUTION AGREEMENT
This agreement is made as of
28th January 2005 between SeaLife Marine Products,
Inc, a wholly owned
subsidiary of SeaLife Corporation, Culver City, California
90230 and Sealife
Marine Africa PTY
Ltd., The Distributor,
address 203
Kessel
Street, Fairland,
Johanesburg, Guteng, South Africa 2195.
1. KEY
TERMS.
(a) TERRITORY.
"Territory"
means the country or
countries of Sub
Saharan Africa.
(b) PRODUCTS.
"Products" mean all products that SeaLife Marine may
elect in its discretion to distribute in the Territory. See exhibit "A" for
product listing. Products are
targeted to the marine market and other applicable
markets as agreed upon by
SeaLife Corporation.
2.
APPOINTMENT. SeaLife Marine Products appoints Sealife Marine Africa
PTY
Ltd. as the exclusive
distributor
for sales of Products
to be delivered in the
Territory as listed in items
1(a) and 1(b).
3.
OBLIGATIONS OF DISTRIBUTOR.
(a) MARKETING
EFFORTS. Distributor will use its best efforts
to
maximize sales of Products in the Territory. Distributor shall perform its
duties in a professional manner and in accordance with the highest industry
standards. Distributor will coordinate its
sales and marketing
activities with
SeaLife's business
representative in Europe, RKR.
(b) NO
AUTHORITY. Distributor shall not make any representation
or
warranty on behalf of SeaLife Marine, or in any manner assume or create any
obligation or responsibility,
express or implied,
on behalf of, or in
the name
of, SeaLife Marine or act for or bind SeaLife
Marine in any respect
(it being
understood that any
representation,
warranty or obligation
may only be created
directly by SeaLife
Marine). No advertising, publicity, promotional or other
materials in any medium (nor
any SeaLife's service
marks, trademarks or trade
names) may be used by
Distributor without
SeaLife's prior
written approval and
then only in accordance with
SeaLife's
instructions. The
Distributor shall
be
entitled to trade under the
name of SeaLife Marine
Products and to protect this
name by registration under the Companies Act No. 61 of 1973 ( as amended)
or
alternately under the laws
relating to the registration of trade marks.
(c) OTHER
ACTIVITIES.
Distributor
shall promptly notify
SeaLife
Marine in writing if
Distributor desires to distribute or sell products that
are
competitive with the Products and must have
written approval from SeaLife prior
to such sales.
4.
OBLIGATIONS OF SEALIFE
MARINE PRODUCTS, INC. SeaLife Marine shall
inform and instruct Distributor as to the Products as listed in
Exhibit A and
provide guidance and promotion of the Products, as SeaLife Marine deems
appropriate. SeaLife Marine shall supply materials required, in the sole
judgment of SeaLife Marine,
for the proper
promotion and handling
of sales and
instructions for use of such
materials. Additional
obligations are
attached as
Annexure "A".
5.
STOCKING REQUIREMENTS, PAYMENT TERMS AND OPTION TO PURCHASE FROM
MASTER
DISTRIBUTOR
(a) Stocking
Requirements
<PAGE>
The Distributor will stock adequate inventories of all
SeaLife
Marine products listed in Exhibit A to support all marketing and sales
activities in the designated
Territory.
The initial purchase
order due for one
container (not to exceed
$200,000 USA). Shipment contingent on SABS approval
(b) Payment
Terms
The ownership
of the products invoiced to the distributor
shall pass to the
distributor
when the invoiced products are placed on
board
ship at a harbor approved by the parties
hereto and
payment therefore shall
become due from and payable by the distributor in net cash on receipt of
shipping documents except in so far as other terms of
payment may from time to
time be agreed to by the
parties hereto. The
payment may be processed through a
predetermined escrow account whereby the funds are transferred
to SeaLife upon
presentation of shipping
documents or as mutually agreed upon.
(c) The
Distributor,
at its own
option, may purchase SeaLife
Products from Gramyco, The
Master Distributor for Europe. Pricing is agreed upon
strictly between the
Distributor, and the
Master Distributor and SeaLife has no
involvement or
liability.
6.
ORDERS AND PRICING.
(a) ORDERS.
All orders are subject
to acceptance or
rejection by
SeaLife Marine, which
reserves the right to reject any order or part thereof
(or
cancel after acceptance), for credit or for any other reason, in its sole
discretion, or as mutually agreed upon. All orders are to be expressed in
USA
dollars and payments in respect thereof are to be made in dollars
and shall be
effected free of exchange at
Los Angeles.
The price of the products will not increase more than 10% over a 12
month
period. The exception to this is if the
raw materials of the
product
increase
more than 10%, this increase
will be passed onto the distributor.
7.
PROPRIETARY RIGHTS:
(a) OWNERSHIP.
SeaLife Marine owns
all Products and materials and
all intellectual property
rights related to or used in connection therewith (the
"Rights"). Distributor shall
not at any time, during or after the Term, contest,
or aid any other person in
contesting, or do
anything which
otherwise
impairs
SeaLife's interests in the
Rights.
(b) NON-USE
AND NON-DISCLOSURE. Distributor shall treat all
information regarding SeaLife or its customers or vendors, or the sale,
manufacture or distribution of the Products,
including actual and prospective
customer and vendor names,
lists and information,
the methods by which sales of
the Products are conducted,
any method by which customers, products or supplies
of the Product are obtained, business and marketing plans and financial
information and all other information that might by its nature be viewed as
trade secret, proprietary or confidential (collectively, "Confidential
Information"), as SeaLife Marine confidential and proprietary
information
and
shall not, without SeaLife
Marine prior written
consent, at any time
during or
after the Term, directly or
indirectly (a) use any Confidential Information for
its own account or for the
benefit of any third
party, or (b)
disclose, make
accessible or furnish any
Confidential Information
<PAGE>
or intellectual property rights therein to any
third party or (c) or permit the
occurrence of any of the
foregoing.
8.
TERM. The term of this Agreement (the "Term") commences on the
Effective Date and shall continue for a period of three (3)
years
thereafter,
unless earlier terminated as provided below.
In addition,
unless either
party
provides written termination at least sixty (60) days before the end of
such
three year period,
the Term shall
continue until
terminated by either party on
sixty (60) days prior written
notice to the other party. SeaLife Marine may also
terminate this Agreement at its sole discretion immediately for (a) material
breach or failure of
performance by
Distributor as outlined in Section 5 (Sales
performance and Payment terms)or (b) any acts of moral turpitude by
Representative or other acts which might injure the reputation of SeaLife
Marine. In addition, either party shall have the right to terminate this
Agreement and end the Term at
any time, with or
without cause, upon
sixty (60)
da
