[PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.]
QVC Agreement
This Agreement is made this 17 September 2004, between Source Direct,
(hereinafter "Client"), a corporation located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and MediaCorp Worldwide, L.L.C. ("MCW") located at ▇▇▇▇ ▇.
▇▇▇▇▇ , ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇.
Whereas, Client owns and manufactures the Product known as the Simply Wow
Cleaner & the Stain Pen (collectively the "Product"), and desires to have the
Product marketed and sold on television through the QVC Home Shopping Network
(QVC"); and
Whereas, MCW has the expertise and vender relationship required to present,
market and sell the Product through QVC and desires to provide such services to
CLIENT; and
WHEREAS, CLIENT desires to grant MCW the exclusive rights to sell the Product to
QVC;
NOW THEREFORE, the Parties hereto agree as follows:
PURPOSE. The Parties hereto desire to establish the terms of a mutually
beneficial working relationship for the purpose of selling the aforementioned
Product through QVC.
TERM AND EXCLUSIVITY. This Agreement shall exist for a period of six (6) months
commencing on the date hereof. If MCW is able to secure an order for the Product
from QVC within the initial six-month term, this Agreement shall automatically
extend for the life of the Product or as terminated by QVC.
PROCEDURES. MCW, upon receipt of purchase orders from QVC, shall issue purchase
orders to CLIENT. CLIENT shall ship Product to QVC in compliance with MCW's
specifications and purchase orders and shall invoice MCW on a consignment sale
basis with such invoice(s) to be liquidated through payment(s) for Product sold
by QVC and by the return of any unsold Product to CLIENT. MCW hereby guarantees
full satisfaction of CLIENTS consignment invoices through payments and/or
returns of Product. MCW, upon receipt of payment from QVC for the quantity of
Product sold, shall remit payment to CLIENT for the same quantity of Product
within five (5) business days of such receipt(s).
PRICING. Unless otherwise agreed in writing by the Parties, MCW shall pay CLIENT
$XXXXX for each "Product" sold though QVC. Freight charges for shipping product
shall be paid by CLIENT. (F.O.B. shipping point).
[XXXXX REDACTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
ASSIGNMENT. This Agreement shall inure to the benefit of,
and be binding upon, the Parties hereto and their heirs, successors and assigns.
GOVERNING LAW. This Agreement shall be governed by the laws of the State of
Kansas. If any provision of this Agreement shall be invalid under such laws, the
validity of the others shall not be affected.
ENTIRE AGREEMENT. This Agreement is separate and apart from any other
arrangements that may exist between any of the Parties to this Agreement or
otherwise. This agreement cannot be changed orally, and any change, modification
or waiver must be in writing and signed by all Parties hereto. Execution of this
Agreement by exchange of Facsimile signatures shall constitute valid an binding
execution of this Agreement, and such Facsimile copies shall constitute
enforceable original documents.
By signing below, this Agreement shall be accepted and binding upon the Parties
hereto.
MEDIACORP WORLDWIDE, L.L.C. Source Direct
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By:/s/ ▇▇▇▇▇ ▇▇▇▇▇
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Director of Operations