Exhibit 10.12 - Form
of SoySlim Agreement as executed as of February 1, 2006
MARKETING AND
DISTRIBUTION
AGREEMENT
THIS
AGREEMENT, is
made on this ___ day of February 2006, by and between Fresh Harvest
Products, Inc. (the "DISTRIBUTOR'), an entity having a principal
place of business at ______________,
________________________________________ and Soy Slim, Corp., (the
"Company'), a Corporation duly organized and existing under the
laws of the State of New Jersey, having its principal place of
business at 3163 Kennedy Boulevard, Jersey City, New Jersey
07306.
RECITALS
WHEREAS
, Distributor is
engaged in the business of distributing organic foods providing and
certain services that could potentially be beneficial to the
Company, specifically, the ability to provide access and
entrée to: points of distribution and test markets; and
guidance in the development and implementation of marketing and
advertising strategies, and, WHEREAS , Company
desires to develop, distribute and sell health and wellness
oriented consumer products to be marketed worldwide;
and,
WHEREAS
, Company is desirous
of enhancing the marketability, distribution, and/or configuration
of its consumer oriented products.
NOW
THEREFORE ;
in consideration of the premises and mutual covenants and
agreements herein contained, Consultant and Company, intending to
be legally bound hereby, agreed as follows:
1.
DEFINITIONS
1.1
Product.
The term shall mean the health and
wellness oriented Soy based consumer product(s) and/or product
lines (the “Product”) presently offered, being
developed or proposed for future development by the Company. The
specific product(s) or product lines contemplated by this Agreement
are set forth in Exhibit "A" of this Agreement.
1.2
Information.
The term Information (the
“Information”) shall mean all the technical and/or
proprietary information necessary to develop, manufacture, market,
control and offer for sale the Product including, but not limited
to, working or consumable prototypes, formulations, schematic
diagrams, artwork and layouts, ingredient specifications, vendor
information, and suggested production quality control, QC
procedures and troubleshooting methods as well as customer lists,
marketing strategies and executions, distribution plans,
promotions, images, advertising strategies and themes.
2.
EXCLUSIVE
LICENSE
2.1
Grant of Exclusive
Marketing and Distribution License.
Company hereby grants the
Distributor the exclusive right to market, distribute and sell the
Product in worldwide markets all in accordance with the terms and
conditions set forth herein.
3.
WARRANTIES AND
SUPPORT
3.1
Warranty and
Limitations. Company warrants that it is the
owner of the Information and all intellectual property related
thereto, free and clear of all liens and encumbrances and has full
right to enter into this Agreement and perform its obligations
hereunder. Company further warrants that the Product, when
manufactured and/or developed according to the Information and
covenants to keep the Product, and any intellectual property
relating thereto free and clear of all liens and
encumbrances.
COMPANY MAKES NO
WARRANTY, REPRESENTATION OR COVENANT, EXPRESSED OR IMPLIED, AS TO
ANY OTHER MATTER WHATSOEVER, INCLUDING BUT NOT LIMITED TO, THE
MERCHANTABILITY OF THE PRODUCT, THE FITNESS OF THE PRODUCT FOR ANY
PARTICULAR PURPOSE, OR LATENT DEFECTS. EXCEPT AS PROVIDED
HEREUNDER, THE DISTRIBUTOR ACCORDINGLY AGREES NOT TO ASSERT, AND
NOT TO PERMIT ANY AFFILIATE OF THE DISTRIBUTOR TO ASSERT, ANY
CLAIM
1
WHATSOEVER AGAINST THE
COMPANY OR ANY AFFILIATE OF COMPANY BASED THEREON. IN NO EVENT WILL
COMPANY, OR ANY AFFILIATE OF COMPANY BE LIABLE TO THE DISTRIBUTOR,
ANY AFFILIATE OF THE DISTRIBUTOR OR ANY PURCHASER OF THE PRODUCTS
OFFERED BY THE COMPANY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL
OR SPECIAL DAMAGES OR LOSS, OF ANY CLASSIFICATION, ARISING OUT OF
THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY LOST
PROFITS.
3.2
Product Liability.
Distributor will hold Company
harmless for any product liability suits and other litigations and
will defend at its own cost any such suit and pay all litigation
costs and awards.
4.
COMPENSATION AND
PAYMENT TERMS
4.1
Remuneration.
Distributor
agrees to pay the Company as follows:
4.11
Stock.
Predicated on the
execution of this agreement Distributor shall issue to the Company
or its assigns one million shares of its common stock. Such shares
shall be issued without registration with the Securities and
Exchange Commission (“SEC”) and as such shall bear a
restrictive legend that maybe removed upon adherence to Rule 144 of
the Securities Act of 1933. At some point of time in the future, at
a time as yet to be determined, Distributor intends to register
these shares of common stock with the SEC to provide so that they
will become free trading marketable securities.
5.
OBLIGATIONS
5.1
Distributor and Company
agree to fulfill the following obligations:
5.11
Confidentiality.
Distributor acknowledges the
proprietary nature of the information concerning the
Company’s products and agrees, for a period of three (3)
years after the termination of this Agreement to maintain
confidentiality concerning the Company's products and its business
as related to the Product or any other related projects in progress
by the Company. Company shall provide to Consultant a disclosure
agreement on any and all confidential matters before such
disclosure is made.
5.12
Facilities.
Distributor and Company
agrees that Distributor's work related to Product and Information
shall be performed at Distributor's
