Contract Between Houston International, LLC and ▇▇.▇▇▇▇ ▇. ▇▇▇▇▇▇
This agreement, made this 21st day of February, 1996 between Houston
International, LLC located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇, hereafter referred to as "Houston", and ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇ located at
▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, hereafter referred to
as "▇▇. ▇▇▇▇▇▇" is to define the terms and conditions related to the
development, sales and marketing of a new herbal tea product referred to as
"Women's Nature Natural Balance Herbal Tea".
It is mutually agreed as follows:
▇▇. ▇▇▇▇▇▇ will aid Houston in developing "Women's Nature Natural Balance Herbal
Tea" through consultations, research, formulation experiments and other
procedures necessary to designing "Women's Nature Natural Balance Herbal Tea"
which will include the identifying name of each ingredient, the specific part of
each plant that is to be used, and the percentage of each ingredient that is to
be used in the manufacture of "Women's Nature Natural Balance Herbal Tea". ▇▇.
▇▇▇▇▇▇ will provide autobiographical information to be used in the promotion of
"Women's Nature Natural Balance Herbal Tea" including information related to
education, credentials and professional experience. ▇▇. ▇▇▇▇▇▇ will allow
Houston to arrange and obtain photographs of ▇▇. ▇▇▇▇▇▇ to be used in the
marketing and promotion of "Women's Nature Natural Balance Herbal Tea". ▇▇.
▇▇▇▇▇▇ will be available to promote "Women's Nature Natural Balance Herbal Tea"
directly and indirectly at speaking engagements, media interviews, expositions
and other special events as her schedule permits and as mutually agreed upon by
both Houston and ▇▇. ▇▇▇▇▇▇. Reasonable expenses including but not limited to
travel, lodging and meals incurred by ▇▇. ▇▇▇▇▇▇ while promoting "Women's Nature
Natural Balance Herbal Tea" at speaking engagements, media interviews,
expositions and other special events will be paid for by Houston. ▇▇. ▇▇▇▇▇▇
will be paid by Houston her usual rate for said special events. ▇▇. ▇▇▇▇▇▇
reserves the right to examine and approve all product labeling, press releases,
brochures and other materials used to promote or market "Women's Nature Natural
Balance Herbal Tea" prior to their distribution by Houston. Houston will not
distribute any such promotional materials related to "Women's Nature Natural
Balance Herbal Tea" without first receiving approval of said promotional
materials from ▇▇. ▇▇▇▇▇▇. Houston will have the right to use ▇▇. ▇▇▇▇▇▇'▇ name
verbally and in general correspondence in association with sales calls and
meetings related to the sales and marketing of "Women's Nature Natural Balance
Herbal Tea".
Houston will select all raw materials suppliers, transporters, manufacturers,
printers and other vendors related to the production of "Women's Nature Natural
Balance Herbal Tea". Houston will pay for all raw materials, manufacturing,
testing, transportation of raw materials, labeling, promotional materials,
marketing campaigns, advertising, transportation of finished product and other
expenses deemed necessary by Houston to the development, manufacture, marketing
and distribution of "Women's Nature Natural Balance Herbal Tea". Houston will be
responsible for all sales, ▇▇▇▇▇▇▇▇, accounting, collections and debts incurred
by Houston and related to "Women's Nature Natural Balance Herbal Tea". Houston
will retain sole rights to all licenses, trademarks, distribution and customer
data related to "Women's Nature Natural Balance Herbal Tea". Houston will pay
for all reasonable expenses incurred by ▇▇. ▇▇▇▇▇▇ in the development of
"Women's Nature Natural Balance Herbal Tea". Houston will pay ▇▇. ▇▇▇▇▇▇ a
royalty fee of $.09(nine cents) for each unit (box) of "Women's Nature Natural
Balance Herbal Tea" sold for 18 months beginning on the date that the first unit
(box) of "Women's Nature Natural Balance Herbal Tea" is sold, and at the
conclusion of said 18 months Houston will pay ▇▇. ▇▇▇▇▇▇ a royalty of $.05 (five
cents) for each unit (box) of "Women's Nature Natural Balance Herbal Tea" sold
thereafter. Houston will provide said royalty payments to ▇▇. ▇▇▇▇▇▇ on or
before the last day of each calendar month for all sales of "Women's Nature
Natural Balance Herbal Tea" made during the previous calendar month. Houston
will provide with each said royalty payment a sales report showing the total
units of "Women's Nature Natural Balance Herbal Tea" sold during the said
previous month.
The term of this agreement will be for three (3) years from the effective date.
This agreement will automatically renew for additional three (3) year terms at
the royalty payment of $.05 (five cents) for each unit (box) of "Women's Nature
Natural Balance Herbal Tea" sold unless either party to this agreement shall, at
least 180 days prior to the expiration of any term, advise the other party in
writing that it does not intend to renew the agreement. Should either party
choose to not renew the agreement and notify the other party in accordance with
this agreement, Houston will continue to sell and market "Women's Nature Natural
Balance Herbal Tea" and pay ▇▇. ▇▇▇▇▇▇ the defined royalty on said sales until
all inventory in stock and/or on order is exhausted at which time Houston will
forfeit the right to use any reference to ▇▇. ▇▇▇▇▇▇ in association with
"Women's Nature Natural Balance Herbal Tea" and ▇▇. ▇▇▇▇▇▇ will forfeit the
right to any royalty payments for any sales occurring after the termination date
of this agreement and the exhaustion of all inventory in stock and/or on order.
▇▇. ▇▇▇▇▇▇ confirms that she is free to enter this agreement and that she will
not disclose or make known to any person or party any of Houston's trade secrets
or processes or any part thereof which she may learn or be exposed to during the
term of this agreement. ▇▇. ▇▇▇▇▇▇ is free to enter into any other contract with
any other party that she chooses except in the case that such a contract would
relate to the development, sale, marketing or manufacture of an herbal tea
designed to compete directly with "Women's Nature Natural Balance Herbal Tea".
▇▇. ▇▇▇▇▇▇ will be paid as an independent consultant to Houston and will not be
considered an employee of Houston. It is understood that this agreement
supercedes any and all prior agreements, oral or written, made between Houston
and ▇▇. ▇▇▇▇▇▇, and can only be modified by an agreement in writing signed by
all applicable parties. ▇▇. ▇▇▇▇▇▇ and Houston make this agreement binding by
signing below.
/s/ ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇ 2-21-96 /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 2-21-96
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▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇ (signature) Date Houston International, LLC (signature) Date
▇▇▇▇ ▇. ▇▇▇▇▇▇ ND 2-21-96 ▇▇▇▇▇▇ ▇▇▇▇▇▇ 2-21-96
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(Print Name) Date (Print Name) Date