International Marketing & Distribution
Agreement
This Agreement
is made as of September 25, 2006 between Guaber S.p.A, a company
incorporated in Italy (referred to as “Licensor”), and
Reliant International Media, LLC, a company incorporated in Florida
(“RIMC”) and collectively referred to as
(“Parties”).
|
|
1.
|
Marketing
and Distribution Rights. Licensor grants to RIMC the exclusive right to
advertise, promote, market, sell and otherwise distribute the
products, by means of direct response television programming,
however distributed and by all other means, media and channels of
distribution, including but not limited to retail, radio, catalog,
Internet, Live Home Shopping, credit card stuffers, including all
identified component parts, described in the Schedule attached
hereto and incorporated herein (the “Products” and the
“Schedule” respectively) in the United States and
Canada, (“Territory”). Licensor also grants
non-exclusive rights to all other countries however distributed and
by all other means, media and channels of distribution by means of
direct response television programming, however distributed and by
all other means, media and channels of distribution, including but
not limited to retail, radio, catalog, Internet, Live Home
Shopping, credit card stuffers, now existing or hereafter
developed.
|
|
|
|
Use of
Materials. RIMC shall
market Product under its own brand name (“Brand”)
worldwide. Licensor acknowledges and agrees that it shall acquire
no right, title or interest in or to any trademarks, trade names or
other intellectual property owned by RIMC.
|
|
|
|
Production
and Use of the Infomercial. RIMC shall also have the right to produce a
television advertisement of approximately Thirty-minute in length
(“Infomercial”) and any shorter version, as RIMC deems
necessary by any means or media. Licensor shall provide 50 samples
of the Product at no charge to RIMC. All footage, including but not
limited to, both audio and video shall at all times remain the
property of RIMC.
|
|
|
4.
|
Test
Marketing . Upon
obtaining all required regulatory approvals and the receipt of all
applicable items requested by RIMC from Licensor, RIMC shall have
the right to conduct test marketing of the Products in all or any
portion of the Territory for a period of up to 90 days from the
first Infomercial airing or first live shopping appearance, by such
means as RIMC may determine (“Test Marketing”).
Licensor agrees to supply RIMC under the terms of this agreement
with reasonable quantities of Product for the test marketing. If
RIMC determines, in its sole judgment, that Test Marketing is
successful, RIMC shall issue a purchase orders up to sixty
thousand, (60,000) individual cans of the Product, in any
combination RIMC deems appropriate during the Test Marketing and
commence wide-scale airings (“Rollout”) of the
infomercial. To maintain exclusivity RIMC shall purchase an
additional 190,000 individual cans of the Product within the first
twelve months of first airing of the Infomercial. If RIMC
determines, in its sole judgment, that Tes
|
|
