MARKETING AGREEMENT
This Agreement is made and effective as of the 5th day of October, 1996,
by and among
Remedent USA Inc. or Assignee,
(hereinafter referred as "REM")
and
Jean Louis Vrignaud,
109 Rue du Cherche-Midi 75006 Paris France
(hereinafter referred as "JLV")
RECITALS
A.
"JLV" is the sole and rightful owner of certain double ended toothbrush
technology, Patents pending and other goodwill relating to said technology
collectively the "Intellectual Property", Products", or "Unit" as the context of
this "Agreement" requires.
B.
"REM" is in the business of marketing and distributing personal care
products.
C.
"JLV" will enter into a manufacturing agreement with ORAL 2000 or
Assignee in which "JLV" will provide ORAL 2000 or Assignee with the world-wide
exclusive manufacturing rights for the products.
D.
It is the intent of the parties to exploit the Intellectual Property
through the implementation of this Marketing Agreement by which "JLV" shall
grant "REM" the world-wide exclusive marketing rights to products derived from
said "Intellectual Property".
In witness whereof, the parties agree as follows:
1. GRANT OF LICENSE
1.1 Exclusive License
For receipt of 50,000 shares of Remedent USA, Inc., "JLV" hereby grants
and conveys to "REM", and "REM" hereby accepts from "JLV" , the world-wide
exclusive License to market the Products which are derived from the Intellectual
Property for the double ended toothbrush which is more clearly identified in the
attached drawing as "Exhibit 1".
1.2 Royalties
"JLV" is entitled to a royalty of 3.5% on invoiced amount. "JLV" shall
acquire the right to royalty after full payment by the customers of the invoiced
price. In case of partial payment made in compliance with the sales contract,
"JLV" shall be entitled to a proportional payment.
1.3 Term
The term of this Marketing Agreement is perpetual unless terminated
sooner in accordance with the terms of this Agreement.
2. OBLIGATIONS OF "REM"
2.1 Promotional Budget
As partial consideration to "JLV" for granting the world-wide exclusive
marketing rights for the products, "REM" does hereby agree to establish and
expend a Budget of not less than US$1.5 million during the first three (3) years
of this Agreement, to promote the products.
2.2 Product Testing
As additional partial consideration to "JLV", "REM" agrees to establish
and expend a budget of not less than US$150,000 during the first 36 months of
this Agreement to conduct clinical tests of the product for the purpose of
gaining recognized Institutional approvals such as ADA (USA) and equivalent ECC
Standards.
2.3 Promotional Samples
As additional partial consideration to "JLV" , "REM" agrees to provide
a significant volume of no-charge promotional samples to dentists, hygienists,
dental students, Institutions, Distributors and Consumers, for the purpose of
product exposure to enhance rapid growth of the business volume. Such
promotional samples shall be provided to REM in quantities as set forth in
attached Exhibit II.
2.4 Distribution Network
"REM" agrees to use its best efforts to establish as quickly as
possible, a world-wide network of Distributors for all the products, and in
doing so create to the greatest extent possible, a cohesive plan to distribute
the product throughout the world with minimum distribution over-lap problems.
3. OBLIGATIONS OF "JLV"
3.1 Patents & Trademarks
"JLV" agrees, at REM expense, to apply for Patents in as many countries
as financially feasible. "REM" further agrees to expand the present Trademarks
to other countries where such is financially practical.
3.2 World-wide Manufacturing License
"JLV" agrees to grant a world-wide manufacturing license to ORAL 2000
or Assignee; such license shall be world-wide. "JLV" further agrees to ORAL 2000
or Assignee to provide units to "REM" at the price as set forth in the attached
Exhibit IV.
3.3 Promotional Samples
"JLV" agrees to cause the manufacturer to provide promotional samples
to "REM" in such quantities as set forth in Exhibit II, and further agrees to
cause the manufacturer to provide such samples at actual manufacturing cost,
without profit margin.
4. QUOTA, PRICE, TERMS
4.1 Quotas
"REM" agrees to meet the minimum volume quotas as set forth in the
attached Exhibit III in order to maintain the exclusivity of this Agreement. If
quotas are not met according to the attached Exhibit III, "REM" shall have 210
days to correct the problem and if unable to meet the quota at that time, the
exclusive nature of this Agreement shall revert to non-exclusive.
4.2 Price
"JLV" agrees to cause ORAL 2000 or Assignee to provide brushes to "REM"
according to the price schedule as set forth in Exhibit IV. Since the product is
not yet in production, "JLV" cannot assure "REM" that the price as set forth
will be the final price and as such the parties agree that the price as set
forth in Exhibit IV is only a target price. "REM" agrees that the price may
increase to reflect increases in actual cost once the product is in production.
4.3 Terms
"REM" agrees that payment terms shall be by full letter of credit for
all orders above the amount US$75,000. For orders under the amount US$75,000
other terms of prepayment shall be negotiated.
5. GENERAL
5.1
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective legal successors but shall not otherwise be
assignable by either party without the written consent of the other.
5.2
No variation or amendment of this Agreement shall bind either party
unless made in writing in the English language and agreed to in writing by duly
authorized officers of both parties.
5.3
If any provisions of this Agreement is agreed by the parties to be
illegal, void or unenforceable under any law that is applicable hereto or if any
court of competent jurisdiction in a final decision so determines this Agreement
shall continue in force save that such provision shall be deemed to be excised
herefrom with effect from the date of such agreement or decision or such earlier
date as the parties may agree.
5.4
The heading in this Agreement are for convenience only and are not
intended to have any legal effect.
5.5
A failure by either party hereto exercise or enforce any rights
conferred upon it by this Agreement shall not be deemed to be a waiver of any
such rights or operate so as to bar the exercise or enforcement thereof at any
subsequent time or times.
6. NOTICES
6.1
Any notice required to be given hereunder by either party to the other
shall be in writing and shall be served by sending the same by registered or
recorded delivery post or facsimile to the address of the other party as given
herein or to such other address as that party may have previously notified to
the party giving notice as its address for such service.
6.2
All notices, documents, communications and any other data to be
provided under this Agreement shall be in the English language unless otherwise
agreed.
7. CONFIDENTIALITY
The existence of and all terms and conditions of this agreement shall
forever remain strictly confidential. Two masters are created and no copy shall
be permitted.
8. ARBITRATION - APPLICABLE LAW
8.1
Any dispute arising out of or in connection with the present contract
shall be finally settled in accordance with the Rules of Conciliation and
Arbitration of the International Chamber of commerce by one or more arbitrators
designated in accordance to said Rules.
8.2
The arbitrators shall apply the provisions contained in this contract
and the principles of law generally recognized in international trade as
applicable to international distribution contracts.
By: Date:
---------------------------- -------------------
REMDENT USA INC.
By: Date:
---------------------------- -------------------
Jean Louis Vrignaud
<PAGE>
EXHIBIT II
QUANTITY OF BRUSHES AT COST FOR PROMOTION
The following quantity of brushes shall be provided to REM for giving
away to dental professional in a massive promotional effort.
YEAR QUANTITY
---- --------
1st 150,000
2nd 200,000
3rd 250,000
4th 200,000
5th 150,000
Each Year Thereafter 100,000
<PAGE>
EXHIBIT III
PRODUCTION QUOTA
YEAR QUANTITY
---- --------
1st 0.2 Million
2nd 1 Million
3rd 5 Million
4th 10 Million
5th and each year thereafter 15 Million
<PAGE>
EXHIBIT IV
BRUSH PRICE TO "REM" BY LETTERS OF CREDIT
BRUSHES will be manufactured using two (2) choices of material.
1. Polypropylene - Less expensive and less attractive but functionally
equivalent
Price to JLV US$0.3397 each
F.O.B. China factory
2. Propionate - More expensive and more attractive
Price to JLV US$0.3970 each
F.O.B. China factory
Provided that the price for sale of Brushes to REM shall be subject to
increases from time to time to reflect increases in manufacturing costs as
notified in writing by the Company to REM.
<PAGE>
ADDITION TO MARKETING AGREEMENT
This Addition is made and effective as of the 25th day of October, 1998,
by and among
Remedent USA Inc.
(hereinafter referred as "REM")
and
Jean Louis Vrignaud,
109 Rue du Cherche-Midi 75006 Paris France
(hereinafter referred as "JLV")
In witness whereof, the parties agree as follows:
1. LIMITS OF ROYALTIES
Both parties agree to increase the royalty to 4.5% (four and half
percent), beginning February 1, 1999, while at the same time limiting the total
payout of the royalty to $2,000,000 (two million).
2. QUOTAS
The parties agree that the non-attainment of the quotas as set in the
marketing contract is not considered as a breach of the marketing contract.
3. AUTOMATIC INCLUSION UNDER MARKETING CONTRACT
This addition to the Marketing contract forms an integral part of the
Marketing contract.
By: Date:
---------------------------- -------------------
REMDENT USA INC.
By: Date:
---------------------------- -------------------
Jean Louis Vrignaud
