EXHIBIT 10.22
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PROFESSIONAL SERVICES AGREEMENT
This Agreement is entered into this 3rd day of January, 2006 by and between P2B,
Inc. of ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇, and ▇▇▇▇▇▇ Pharmaceuticals
Ltd.
PURPOSE OF AGREEMENT
This Agreement serves to establish a binding business relationship between
▇▇▇▇▇▇ Pharmaceutical Ltd. and P2B, Inc. for services of sales management and
revenue generation in the United States mass-market class of trade. In essence,
P2B, Inc. is being retained on a consulting basis as the National Sales Manager
for the mass-market channel.
Therefore, in consideration of the promises, undertakings and covenants set
forth in this Agreement, the parties agree as follows:
1. SERVICES PROVIDED BY P2B, INC.
a) P2B, Inc. agrees to provide ▇▇▇▇▇▇ Pharmaceuticals Ltd. the services
and deliverables ("services") described in the Statement of Work
attached as "Exhibit A" ("SOW"). Each SOW shall be subject to the
terms of this Agreement.
b) P2B, Inc. agrees all Services shall be performed within the mutually
agreed time period.
2. COMPENSATION AND PAYMENT
In full consideration of Services, ▇▇▇▇▇▇ Pharmaceuticals Ltd. shall pay
P2B, Inc. compensation in the amount and manner described below:
a) P2B, Inc. will receive a monthly management fee of $6,000.00 per month
or 3% of Net Sales, whichever is greater, plus expenses. This fee
includes payment of all appropriate taxes and insurance for the period
services are rendered but does not include any related expenses. All
related expenses incurred in the performance of this Agreement are in
addition to P2B, Inc.'s management fee and are to be paid by ▇▇▇▇▇▇
Pharmaceuticals Ltd. Expenses include but are not limited to airfare,
hotel, taxi, car rental, meals, phone, photocopies, and postage.
Expenses will be billed at their actual cost and adhere to the
guidelines as defined by ▇▇▇▇▇▇ Pharmaceuticals Ltd. Travel &
Entertainment Policies and Procedures. P2B, Inc. will at all times
make best efforts to keep expenses as low as possible.
b) Payment is due on the first of every month.
c) All commissions will be paid monthly on the 15th of the month
following sales.
3. CONFIDENTIALITY
P2B, Inc. understands that in the course of providing the services in this
Agreement, P2B, Inc. may have access to ▇▇▇▇▇▇ Pharmaceuticals Ltd. valuable,
proprietary, and confidential information, including without limitation ▇▇▇▇▇▇
Pharmaceuticals Ltd. business and product plans, strategies and/or trade
secrets. All materials and information provided by ▇▇▇▇▇▇ Pharmaceuticals Ltd.
to P2B, Inc. or to which P2B, Inc. gains access to pursuant to this agreement
shall be deemed confidential and shall be maintained as confidential by P2B,
Inc. P2B, Inc. agrees to take reasonable precautions to guard the
confidentiality of such materials and information. P2B, Inc. confidentiality
obligations shall not apply to information which P2B, Inc. can prove to have
been:
o Previously known or independently developed by P2B, Inc.,
o Rightfully acquired from a source other than ▇▇▇▇▇▇ Pharmaceutical
Ltd.,
o Subsequently publicly disclosed by P2B, Inc.
P2B, Inc. further agrees to return all ▇▇▇▇▇▇ Pharmaceuticals Ltd. written
information upon termination of this agreement or at such time as may be
requested by ▇▇▇▇▇▇ Pharmaceuticals Ltd. P2B, Inc. shall not disclose any
confidential information to any third party without the prior written consent of
▇▇▇▇▇▇ Pharmaceuticals Ltd. P2B, Inc. shall not disclose any confidential
information in connection with providing any services to any third party.
Neither P2B, Inc. nor ▇▇▇▇▇▇ Pharmaceuticals Ltd. shall disclose the existence
or nature of this Agreement without the prior written consent of the other
party.
4. INDEPENDENT CONTRACTOR
It is expressly understood and agreed that P2B, Inc. is performing all
Services under this agreement as an independent contractor and shall not be
considered an employee of ▇▇▇▇▇▇ Pharmaceuticals Ltd. P2B, Inc. shall be
solely responsible for payment of all compensation, withholding and other
taxes, worker's compensation, and all other employee benefits relating to
any work performed by or on behalf of P2B, Inc. under this agreement.
5. REPRESENTATION AND WARRANTIES
P2B, Inc. represents and warrants that:
a) All Services shall be performed diligently, timely, professionally,
and in accordance with all applicable professional and industry
standards.
b) P2B, Inc. is authorized and has the right to perform all services
required under this agreement and is not subject to any contractual or
other legal impediment which would restrict, impair, or prevent P2B
Inc. from performing all obligations under this agreement.
c) All information, deliverables and other written material provided by
P2B, Inc. under this agreement shall at the time provided be free from
all liens, restriction, encumbrances, and adverse claims of right,
title, and interest.
6. TERM AND TERMINATION
a) This agreement will be in force for the duration of the project, or
until a new agreement supercedes it, whichever comes first.
b) This agreement shall become effective upon P2B, Inc.'s receipt of the
agreement, signed and dated by authorized representatives of both
parties.
c) P2B, Inc.'s obligations and representations concerning
confidentiality, nondisclosure, and warranties shall survive and
remain in effect notwithstanding the termination or expiration of this
agreement.
d) This agreement may be terminated immediately by either party in the
event of any breach. e) This agreement may be terminated for any
reason by either party with 90 days written prior notice.
7. MISCELLANEOUS
a) This agreement may not be assigned by either party without the other
party's prior written consent. If an assignment is authorized under
this agreement or applicable law, all terms and conditions shall be
binding on the party's successors and assigns. P2B, Inc. shall not
delegate its obligations and responsibilities to any third party or to
any agents who are not approved in advance in writing by ▇▇▇▇▇▇
Pharmaceuticals Ltd.
b) This agreement constitutes the entire understanding and agreement of
the parties and supercedes all prior written or oral agreements with
respect to the subject matter of this agreement. This agreement may
not be modified or amended without the expressed written agreement of
both parties. Waiver of any provision of this agreement by a party
shall not constitute a waiver of any other provision or waiver of the
same provision at any other time.
c) This agreement shall be governed and construed in accordance with the
laws of the State of New York.
d) It is agreed any disputes between the parties will be settled through
arbitration.
e) It is expressly understood and agreed by and between both parties that
neither P2B, Inc. nor ▇▇▇▇▇▇ Pharmaceuticals Ltd. owes any future
contractual obligations to the other after the completion of this
agreement.
NATURAL HEALTH PRODUCTS MARKETING ▇▇▇▇▇▇ PHARMACEUTICALS LTD.
Authorized Signature Authorized Signature
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
President President and Founder
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇▇
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"EXHIBIT A"
STATEMENT OF WORK
This Statement of Work is entered into pursuant to the Professional Services
Agreement between ▇▇▇▇▇▇ Pharmaceuticals Ltd. and P2B, Inc.
DESCRIPTION OF SCOPE OF WORK:
Recognizing the primary objective of this position is to increase sales and
distribution in the United States retail marketplace and build the overall value
of ▇▇▇▇▇▇ Pharmaceuticals Ltd., the following is an overview of this position:
1. Responsible for all sales related activities for all Food, Drug, Mass
Merchandiser, Hardware, Club, and Wholesale accounts in the United States
market.
2. The ongoing management and appointment of effective and professional
representation for all US accounts and territories.
3. Maintain regular (i.e. a minimum of once per quarter) contact with all
existing key accounts and brokers.
4. Provide quarterly updates on status of key accounts.
5. Development of a Mass Market sales policy and procedures manual.
6. Development of Mass Market sales manual for all brokers.
7. Keep ▇▇▇▇▇▇ Pharmaceuticals Ltd. informed of any important trade or
competitive developments.
8. Attend all major trade shows.
9. Attend key account calls with the objective of meeting with all major
accounts once per year.
10. Work with brokers to create a productive and positive relationship between
accounts, brokers, and ▇▇▇▇▇▇ Pharmaceuticals Ltd.
