DEVELOPMENT and MANUFACTURING AGREEMENT
This Agreement is made and entered into this 15th day of August, 2007, by and
between Startale Group Inc., a Nevada corporation, having its principal office
at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Startale") and
AKA, a Ukraine-Turkey joint-venture, having its principal office at ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇-▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("AKA").
WHEREAS, Startale manufactures, or causes to have manufactured certain
products as defined in Exhibit A and incorporated into this Agreement by
attachment (hereinafter referred to as The Products); and,
WHEREAS, AKA has experience in the design, production, manufacture,
packaging and delivery of products and/or the use of similar products to The
Products; and,
WHEREAS, AKA desires to obtain and Startale wishes to grant rights to
design, manufacture and supply The Products.
NOW, THEREFORE, in consideration of the promises and the mutual
covenants contained herein, the Parties hereto agree as follows:
1. DEFINITIONS
For purposes of this Agreement, the following words and phrases shall
have the following meanings.
1.1 "AGREEMENT" shall mean this Development and Manufacturing Agreement, as
amended from time to time.
1.2 "DELIVERY DATE" shall mean a date for which delivery of Product is requested
in a Purchase Order.
1.3 "PARTY" shall mean either Startale or AKA; "PARTIES" shall mean Startale and
AKA.
1.4 "PRODUCT" shall mean the Products as defined in Exhibit A.
1.5 "PURCHASE ORDER" shall mean a firm order for Product submitted by Startale
to AKA.
2. DESIGN AND PRODUCTION - Clothing items
Subject to all terms and conditions set forth herein, Startale hereby engages
AKA to design, create patterns and manufacture Startale Products according to
the following schedule:
a) Design stage - Phase I
AKA will meet and lay out Startale's goals and design ideas for the line of
apparel. After the initial discussion, AKA will create a project design
document, which shall be set forth in reasonable and customary detail, and
shall include in such plans commercially reasonable descriptions of
intended project goals and major design considerations. The project design
document shall be submitted no later than September 30, 2007. Startale will
review and sign-off on the project outline.
b) Design stage - Phase II
After initial sign-off on mutually agreed upon project goals, AKA will
submit initial drawings and fabric samples to Startale, no later than 60
days after signing date of the project outline. Startale reserves the right
to reject original design and fabric samples. AKA shall use its best
efforts to satisfy Startale demands for their designs. Startale shall take
possession of ownership and copyright to any and all designs, patterns and
ideas submitted to it by AKA.
c) Pre-production stage
Startale agrees to approve designs or submit their comments about changes
within 5 business days of receipt of revisions from AKA. Upon sign-off on
the design from Startale, AKA will proceed to develop the pattern and
manufacture first samples for submission to Startale. The first samples
shall be submitted to Startale no later than 60 days after sign-off on
design.
d) Production stage
Upon receipt and final approval of samples submitted to Startale, AKA shall
provide a quote for production and packaging of the Products. Startale
shall reserve the right to reject any quotes and shall not be under any
obligation to continue further production.
3. CONSIDERATION
Startale shall pay a total of $3,000 (three thousand dollars) for the design and
pre-production stage of the production process according to the following
schedule:
i) $1,000 (one thousand dollars) upon signing of this Agreement;
ii) $2,000 (two thousand dollars) upon final delivery of first samples.
4. PACKAGING AND DELIVERY OF PRODUCT
Startale agrees to source and oversee the design and production of packaging for
the Products. Startale agrees to oversee timely delivery of the packaging to
AKA's production facility. Startale shall be financially responsible for
production and delivery of the Product packaging to AKA's production facility.
AKA agrees to accept the deliveries of the Product packaging at its production
facility. AKA agrees to provide packaging services to Startale after the sewing
of the Products has been completed. AKA confirms that at the time of signing of
this Agreement, they possess all the equipment and expertise necessary to create
the compact garment packaging Startale requires.
5. QUALITY ASSURANCE/INSURANCE
5.1 QUALITY CONTROL. AKA agrees to keep Startale reasonably informed on
Product quality control and any other issues concerning the Product or the
manufacture thereof. The parties agree to discuss in good faith the appropriate
course of action with respect to any such issues. AKA agrees to maintain
reasonable product quality control procedures and present them to Startale upon
request. In case of product defects, AKA agrees to issue a refund for the
defective products to Startale if the quantity of defective products exceeds 4%
per lot.
5.2 INSURANCE. AKA agrees to maintain, throughout the term of this
Agreement for so long as it is commercially reasonable, comprehensive general
liability insurance with a minimum $2,000,000 USD aggregate, $1,000,000 USD per
occurrence with a broad form vendor's endorsement in favor of Startale Group,
Inc. and its affiliates and their respective officers, directors, employees and
agents. Startale agrees to maintain, throughout the term of this Agreement for
so long as it is commercially reasonable, comprehensive commercial liability
insurance with a minimum of $5,000,000 USD aggregate, $2,000,000 USD per
occurrence.
6. TERMINATION OR CANCELLATION
The term of this agreement shall be for an initial period of one (1) year from
its Effective Date as the date appears on the first page, and in the event that
Startale faithfully performs its entire obligation required hereby. At any time
during the initial term or any extended term of this Agreement either party
shall have termination right except for the reason as stated in Section 6.1
6.1 Termination by Startale. Startale may, upon ten (10) days prior written
notice to AKA, terminate this Agreement if:
6.1.1 AKA fails to perform any material provision of this Agreement for thirty
(30) days after written notice of such failure has been provided by Startale
to AKA and fails to cure such failure within such thirty (30) day period; or
6.1.2 Any receiver of any property of AKA shall have been appointed; AKA shall
have made an assignment for the benefit of creditors; AKA shall have made any
assignment or have had a receiving order made against it under the applicable
bankruptcy laws; AKA shall have become bankrupt or insolvent;AKA shall have made
application for relief under the provisions of any statute now or hereafter in
force concerning bankrupt or insolvent debtors; or any action whatever,
legislative or otherwise, shall have been taken with a view to the winding up,
dissolution or liquidation of AKA.
6.2 Termination by AKA. AKA may, by ten (10) days prior written Notice to
Startale, terminate this Agreement if Startale fails to:
6.2.1 Perform any material provision of this Agreement for thirty (30)days after
written notice of such failure has been provided by AKA to Startale; or
6.3 Any receiver of any property of Startale shall have been appointed; Startale
shall have made an assignment for the benefit of creditors; Startale shall have
made any assignment or have had a receiving order made against it under the
applicable bankruptcy laws; Startale shall have become bankrupt or insolvent;
Startale shall have made application for relief under the provisions of any
statute now or hereafter in force concerning bankrupt or insolvent debtors; or
any actions whatever,legislative or otherwise, shall have been taken with a view
to the winding up, dissolution or liquidation of Startale.
6.4 Continuing Obligations
6.4.1 In the event of the termination of this Agreement for any reason, all
rights and interest granted to AKA by Startale under the terms of this Agreement
shall immediately revert to Startale and AKA shall within thirty (30) days after
said termination return to Startale, at AKA's expense, all written documents
of Startale of whatever kind including drawings and copies of any kind made
thereof by anybody, relating to the Products or the sale thereof. AKA agrees
that, in the event of such termination it will immediately discontinue and no
longer use in any manner whatsoever any of Startale's documents or Confidential
Information received hereunder relating to the Products and that it will
immediately discontinue the use of the Trade Marks of Startale.
6.4.2 In the event of the termination of this Agreement, all rights and interest
granted to AKA by Startale under the terms of this Agreement shall immediately
revert to Startale.
6.5 Survival of Provisions. The following provisions shall survive the
termination of this Agreement for whatever reasons: Sections 1, 6, 7, 8, 9,
12, 13, 14, 15, 16 and 17.
7. CONFIDENTIALITY
Each Party agrees, both during the term of this Agreement and for a period of
five (5) years thereafter,to hold all information given to it by the other Party
that is identified as confidential (the "Confidential Information"), in
confidence, and not to make the Confidential Information available in any form
to any third Party or to use the Confidential Information for any purpose other
than the purposes described in this Agreement. Each Party
agrees to take all reasonable steps to ensure that Confidential Information is
not disclosed or distributed by its employees or agents in violation of this
Agreement, including limiting disclosure to employees or other persons who have
a need to know and who have signed appropriate Confidentiality Agreements. This
restriction on disclosure shall not apply to the extent that any Confidential
Information (a) is or becomes a part of the public domain through no act or
omission of the receiving Party; (b) was in the receiving Party's lawful
possession prior to the disclosure and had not been obtained by the receiving
Party from the disclosing Party as evidenced by written records; (c) is lawfully
disclosed to the receiving Party by a third Party without restriction on
disclosure; (d) is independently developed by the receiving Party by personnel
not having access to the Confidential Information as evidenced by written
records; or (e) is required by a court order, law or government regulation to be
disclosed, provided the receiving Party gives prompt written notice to the
disclosing Party of such requirement and reasonably cooperates with the
disclosing Party in protecting the confidentiality of such information.
8. DISPUTE RESOLUTION
If one of the Parties hereto declares that a dispute between the Parties has
arisen related to or arising out of this Agreement, such dispute shall, in the
first instance, be the subject of a meeting between the Parties to negotiate a
resolution of such dispute. The meeting shall be attended by individuals from
each Party who have decision making authority with respect to the matter in
question. Should the negotiations not lead to a settlement of the dispute within
fifteen (15) days of the date of the meeting, the Parties shall refer the
dispute to a mutually agreeable mediation service to resolve the dispute. If the
mediation does not lead to a settlement of the dispute within twenty-one (21)
days of the date of that meeting, then the Parties shall submit the issue to
arbitration before a panel of arbitrators under the rules of the American
Arbitration Association, or rules mutually agreeable to the Parties. The panel
of arbitrators shall consist of three Parties: one selected by each Party as
well as a disinterested third Party that the two arbitrators shall name, such
third arbitrator having experience in the business of animal health products.
The arbitrators shall be given full power to decide the location of the hearing
and to hear and finally determine and dispose of all disputes between the
Parties that may arise from or that are related to this Agreement and will make
their ruling in writing no later than thirty (30) days after the hearing. The
decision and/or award rendered by the arbitrators shall be final and binding. No
Party has the right to appeal the ruling, to any court or otherwise. Each Party
shall pay its own attorney fees and all fees and expenses payable with respect
to the mediation and arbitration proceeding, including reasonable attorney fees
and expert witness fees. Arbitration association fees shall be shared by both
Parties.
9. INDEMNIFICATION
9.1 Startale agrees, during and after the term of this Agreement, to indemnify
and to hold AKA harmless from and against any and all loss, damage, liability
and costs and expenses (including reasonable attorney's fees and expenses) in
connection therewith incurred by AKA as a result of any breach of this Agreement
by, or any act of omission or commission on the part of, Startale or any of its
agents, servants or employees, from all claims, damages, suits or rights of any
persons, firms or corporations arising from the operation of the business of
Startale.
9.2 AKA agrees, during and after the term of this Agreement, to indemnify and to
hold Startale harmless from and against any and all loss, damage, liability
and costs and expenses (including reasonable attorneys' fees and expenses) in
connection therewith incurred by Startale as a result of any breach of this
Agreement by, or any act of omission or commission on the part of, AKA or any of
its agents, servants or employees, from all claims, damages, suits or right of
any persons, firms or corporations arising from the operation of the business of
AKA.
10. FORCE MAJEURE
AKA and Startale shall not be liable for delays or failure to fulfill the terms
of this Agreement due to causes beyond their reasonable control. Such causes may
include, but are not restricted to Acts of God, fires, floods, strikes,
accidents, riot, war, government interference, rationing allocations and
embargoes. In the event of a delay, the date or dates for performance of this
Agreement shall be extended for a period equal to the time lost by reason of
delay, provided that either party who is not affected by any of such causes may
terminate the Agreement immediately upon written notice to the other party
should any of such causes last over 60 days.
11. GENERAL CONDITIONS
11.1 No amendment, change or revision, or discharge of this agreement shall have
any Force or effect unless set forth in writing and signed by duly authorized
representatives of both parties.
11.2 ILLEGAL PAYMENTS; AKA certifies, and will certify each year, that AKA does
not make payments which are illegal in the USA or in the country in which such
payments are made in connection with the political contributions which are
illegal in the USA or in the country in which such contributions are made, to
any Government, Government official, political party, political candidate, or
other political organization.
12. COMPLETE AGREEMENT
This Agreement, including all attachments, constitutes the entire agreement
between the parties with respect to the subject matter hereof, and supersedes
all previous communications, representation, understanding, and agreements,
either oral or written between the parties or any official or representative
thereof. This Agreement shall be modified only by the instrument in writing and
signed by duly authorized representatives of both parties.
13. NOTICES
13.1 All notifications, reports, requests for changes, or additions to this
Agreement shall be in writing and addressed as follows:
STARTALE: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
AKA: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇-▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
13.2 Addresses may be modified at any time by written notification from one
party to the other party. Any such notice or other communication shall be deemed
given and effective when delivered personally or by e-mail or three (3) days
after the postmark date if mailed by certified or registered mail, postage
prepaid, return receipt requested, addressed to a party as stated above.
14. SEVERABILITY
If any provision herein shall be held to be invalid or unenforceable for any
reason, such provision shall, to the extent of such invalidity or
unenforceability, be severed, but without in any way affecting the remainder of
such provisions or any other provision contained herein, all of which shall
continue in full force and effect.
15. ASSIGNMENT
The delegation or assignment by either party hereto of any or all of its duties,
obligations or rights hereunder, without the prior written consent of the other
party hereto, shall be void.
16. GOVERNING LAW
This Agreement and all disputes and suits related thereto shall be governed by
and construed and interpreted in accordance with the laws of the State of Nevada
without regard to any conflicts of law rules.
17. NO WAIVER
No delay or failure by either party to exercise or enforce at any time any right
or provision of this Agreement shall be considered a waiver thereof or of such
party's right thereafter to exercise or enforce each and every right and
provision of this Agreement. A waiver to be valid shall be in writing, but need
not be supported by consideration.
18. MISCELLANEOUS
18.1 Unless otherwise specified herein, all payments required to be made
hereunder shall be made in United States funds.
18.2 Time shall be of the essence of this Agreement and of each and every part
hereof.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the date first above written.
AKA STARTALE GROUP, INC.
By: /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/▇▇▇▇▇▇▇ Nem
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Director ▇▇▇▇▇▇▇ NEM, President
Date: August 15, 2007 Date: August 15, 2007
C/S C/S