EXHIBIT 10.2
DISTRIBUTOR AGREEMENT
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EXHIBIT 10.2
EXCLUSIVE DISTRIBUTOR AGREEMENT
THIS EXCLUSIVE
DISTRIBUTOR
AGREEMENT (the "Agreement") shall be
effective as of _Dec. 8, 2005 (hereinafter "Effective Date"), by and between
LifeUSA/ Envision Health, Inc., a corporation (hereinafter collectively
"ENVISION"), and Sierra Mountain Minerals,
Inc., a Canadian company (hereinafter
"SIERRA"), is made with reference to the
following facts:
Recitals
A.
SIERRA is the manufacture and producer of a joint health product
called
"SierraSil" (hereinafter "the Product") for human use.
B.
ENVISION is the manufacturer of certain nutritional supplements and is
desirous of becoming an exclusive distributor for the Product in any
blend with
Krill Oil (hereinafter "the Finished Product") in all
distribution channels
in the Territory on the terms and conditions set
forth herein.
C.
SIERRA is desirous of having ENVISION act as its exclusive
distributor
for the Product in any blend with Krill Oil in all distribution
channels in the Territory on the terms and conditions set forth
herein.
NOW, THEREFORE, it is hereby agreed as
follows:
1.
Incorporation of
Recitals. The
Recitals set forth in Paragraphs A
through C, above, are
incorporated herein as though set forth in full.
2.
Appointment.
SIERRA hereby
appoints
ENVISION
as its exclusive
distributor for the
Product in any blend with Krill Oil within the
Territory subject to
ENVISION fulfilling
the terms and
conditions of
the best efforts marketing requirements set forth herein in
Sections 4,
5, and 9. SIERRA shall cease making sales to any customer or
distributor who, during the term of this Agreement, violates
ENVISION's
exclusivity.
3.
Territory. The
Territory shall be the entire world.
4.
Prices and Terms. The
price for the Product
as set forth in Section 9
herein, sold by SIERRA
to ENVISION, shall be
subject to change due to
changes in
manufacturing
costs and so as to
maximize profits; any
changes in price for the Product shall not be applicable to
previously
accepted orders
and shall be made with at least ninety (90) days
advance notice
in writing and in good faith by conference of the
parties. ENVISION
shall not resell the Product alone. Terms of payment
will be 1/3 upon
placement of order and
2/3 balance
net thirty (30)
days or as
mutually agreed upon in writing between the parties.
Delivery will be F.O.B. ENVISION shall be responsible for
all costs of
shipping from SIERRA to ENVISION.
5.
Product Support. ENVISION will use its best efforts to market and
sell
the Finished Product throughout the Territory. The parties also agree
that:
o If
SIERRA customers are
interested in
purchasing the Product in
any blend with Krill Oil, SIERRA will refer them to ENVISION.
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o
ENVISION will be
responsible
for all costs associated with
developing and manufacturing the Finished Product.
6.
Sales Disclosures. ENVISION will provide SIERRA with demand
projections
for the Product and
SIERRA will produce
enough Product to meet such
demand projections.
ENVISION will inform SIERRA of committed sales and
SIERRA will
increase or scale up its production of the Product
accordingly. SIERRA
will not unreasonably
withhold the Product,
but
shall not be liable for unfulfilled or partially fulfilled orders
given
just cause for such action.
7.
Term. The term of this Agreement shall be two (2) years from the
Effective Date with
automatic annual renewals thereafter provided
either party does not
provide sixty (60)
days notice of
termination
prior to the renewal date or the Agreement is not otherwise
terminated
as set forth in Section 8.
8.
Termination.
(a) Upon the
occurrence of a
material breach or default as to any
obligation, term or
provision contained herein by either party and the
failure of the breaching party to promptly pursue (within thirty (30)
days after receiving
written notice thereof from the non-breaching
party) a reasonable remedy designed to cure (in the reasonable
judgment
of the non-breaching
party) such
material breach or default, this
Agreement may be
terminated
by the non-breaching party by giving
written notice of termination to the breaching party, such termination
being immediately
effective
upon the giving of such notice of
termination.
(b) Upon the
occurrence of
bankruptcy of the
other party, breach
of
confidentiality,
government legislative interference, or force majeure
extending beyond
sixty (60) days, either party may immediately
terminate the Agreement.
9.
Purchase Requirements.
During the
term of this
Agreement,
ENVISION
will exclusively
purchase the Product from SIERRA. The parties
mutually agree to the Purchase Price of:
Product
Purchase Price
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A. SierraSil
Per Sierra Sil's wholesale price list.
10.
Intellectual Property.
SIERRA is responsible for all Patent costs for
the Product. SIERRA
warrants it
owns pending patents
for the Product
in the U.S. and
internationally.
SIERRA hereby grants ENVISION an
exclusive,
royalty-free
sub-license of the
