TERRITORY AND DEVELOPMENT SCHEDULE ADDENDUM TO THE AREA REPRESENTATIVE AGREEMENT EFFECTIVE FEBRUARY 26, 2007
EXHIBIT
10.9
TERRITORY
AND
DEVELOPMENT SCHEDULE ADDENDUM TO THE
AREA
REPRESENTATIVE
AGREEMENT EFFECTIVE FEBRUARY 26, 2007
TERRITORY
AND DEVELOPMENT SCHEDULE ADDENDUM
THIS
ADDENDUM TO THE AREA REPRESENTATIVE AGREEMENT (this
“Addendum”) is effective as of February 26th,
2007 (the
"Effective Date"), regardless of the date of signatures, and
amends and supplements the Area Representative Agreement dated as of December
1st, 2006 (the
“Agreement”), between EVOS USA, INC.
(“we,” “us” or “our”) and
you, HEALTHY FAST FOOD, INC. (“you,”
“your” or “Area
Representative”). You and we are sometimes individually
referred to as a "party" or collectively as the
"parties."
OPERATIVE
TERMS
The
parties agree
as follows:
1. Precedence
and Defined Terms.
Terms
not otherwise defined in this Addendum have the meanings as defined in the
Agreement. This Addendum modifies and supersedes any contrary
provisions of the Agreement. All other terms and conditions of the
Agreement remain unaffected by this Addendum.
2. Negotiated
Changes.
After
negotiations, you and we have agreed to certain modifications to the Agreement,
at your request and for your benefit. This Addendum contains the
agreements between you and us based on those negotiations.
3. Territory.
The
Territory is expanded to include the states of California and
Washington.
4. Development
Schedule.
(a) Number
of Restaurants to be Developed. Due to the addition to the
Territory, you must now develop a total of 207 EVOS® Restaurants during the
Development Period.
(b) Development
Schedule. Due to the addition to the Territory, you must now open
and maintain in operation the following cumulative minimum number of EVOS®
Restaurants operating in the Territory as of the last day of each Development
Year:
(HFFI
Corporate or
Franchise Stores)
|
Development
Year
|
Number
of New Restaurants Open and Operating
|
Cumulative
Number to Maintain in Operation
|
|
1
|
5
|
5
|
|
2
|
12
|
17
|
|
3
|
24
|
41
|
|
4
|
30
|
71
|
|
5
|
36
|
107
|
|
6
|
20
|
127
|
|
7
|
20
|
147
|
|
8
|
20
|
167
|
|
9
|
20
|
187
|
|
10
|
20
|
207
|
(c) State
Minimums. The chart in Exhibit A to the Agreement which shows the
minimum number of Restaurants by state is revised to reflect the expansion
of
the Territory to include the states of California and
Washington. Accordingly, the chart below replaces the chart currently
in Exhibit A of the Agreement:
|
State
|
Year
5
Minimum
Number of Stores
|
Year
3
Minimum
Number
|
|
Arizona
|
3
|
1
|
|
California
|
21
|
8
|
|
Colorado
|
2
|
1
|
|
Kansas
|
2
|
1
|
|
Nevada
|
2
|
1
|
|
New
Mexico
|
2
|
1
|
|
Ohio
|
6
|
2
|
|
Oklahoma
|
2
|
1
|
|
Oregon
|
2
|
1
|
|
Texas
|
13
|
5
|
|
Utah
|
2
|
1
|
|
Washington
|
3
|
1
|
|
TOTAL
|
60
|
24
|
5. Remaining
Terms Unaffected.
All
remaining
terms and conditions of the Agreement are unaffected by this Addendum, and
continue to be effective and binding on the parties.
Intending
to be
bound, you and we sign and deliver this Addendum effective as of the Effective
Date, regardless of the actual date of signature.
| HEALTHY FAST FOOD, INC. | EVOS USA, INC. | |||
|
By:
/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
|
By:
/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
|
|||
|
Name:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
|
Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
|
|||
|
Title:
President
|
Title:
Vice President
|
|||
| Date: 2/28/07 | Date: 3/5/2007 |