EXHIBIT 10.14
EXCLUSIVE SALES/MARKETING AGREEMENT
AGREEMENT MADE this 18th day of July, 2000 by and between REU-DOM INVESTMENTS
AND HOLDINGS, INC. d/b/a WORLD CLASS BEER IMPORTS ("WCBI") and CUIDAO IMPORTS,
CUIDAO HOLDING CORPORATION and CUIDAO (USA) IMPORT COMPANY, INC. (collectively
referred to as "CUIDAO") as follows:
WHEREAS WCBI is in the business of exclusively importing, selling,
marketing and distributing imported beers and similar malt beverages in the
various states and territories listed on the attached Exhibit "A"; and
WHEREAS CUIDAO is in the business of importing, managing and
distributing a portfolio of international and regional brands of beer, wines
and spirits; and
WHEREAS WCBI and CUIDAO believe that there are certain business
benefits and advantages which would arise from an ongoing mutually beneficial
business relationship between them;
NOW, THEREFORE, in consideration of the covenants and considerations
contained herein, the parties agree as follows:
1 . CUIDAO shall serve as the sole and exclusive agent for WCBI for the sales
and marketing of the brands, a list of which is attached as Exhibit "B," for
which WCB1 has the exclusive authorization to represent in the various
jurisdictions in which it has obtained licensing and marketing rights.
CUIDAO understands and acknowledges that the permits are not transferable
and the use of said licenses/permits are authorized by WCBI only subject to this
Agreement. It is understood that WBCI will retain all rights pertaining to the
licenses/permits and CUIDAO acknowledges that no rights are granted to CUIDAO in
the product brands, trademarks or trade names involved by virtue of this
agreement.
2. WCBI authorizes CUIDAO to service, sell and market to all of WCBI's
customers, a list of which is set forth on the attached Exhibit "C."
3. WCBI shall have the right to market and distribute additional brands of beer,
in conjunction with CUIDAO, it being the intent of the parties that additional
brand representation shall be acquired by CUIDAO.
4. The term of this Agreement shall be for a period of five (5) years commencing
on the date of the execution of this Agreement and shall be renewed thereafter
on the same terms and conditions not less than sixty (60) days before the, end
of the initial term for successive three (3) year periods until the parties
shall otherwise terminate their relationship.
5. CUIDAO shall have the right to use the name "WORLD CLASS BEER IMPORTS" in its
marketing and sales efforts in the representation of the brands which are the
subject of this agreement.
6. At all times the respective parties shall conduct their affairs and operation
of their business in strict compliance with all applicable local, state and
Federal laws, rules and regulations.
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7. CUIDAO may also use the name "WORLD CLASS BEER IMPORTS" in conjunction with
its internet web site, and any other manner it deems appropriate to further the
sales of the products and brands. However, CUIDAO shall not use the name "WORLD
CLASS BEER IMPORTS" in any manner which is negative, pejorative or which would
tend to impugn or damage the good will associated with the name "WORLD CLASS
BEER IMPORTS."
8. WCBI will receive from CUIDAO for the rights and privileges granted herein
the following:
i. WCBI will retain ownership of the inventory currently in possession and
on its books. The inventory will remain on the books of WCBI until sold and upon
its sale shall become a receivable due from CUIDAO. The inventory sold by CUDIAO
will be reimburse at the laid in cost that included all federal excise and other
taxes and transport and handling of the total inventory up to the sum of One
Hundred Nineteen Thousand and no/100 Dollars (US$119,000.00) and the cash
equivalent of the WCBI trade payable (as identified in Exhibit "D"). Payment
will be made by CUIDAO to WCBI immediately upon receipt from customers.
ii. the balance of the inventory (in excess of US$119,000) will be sold by
CUIDAO and reimbursement to WCBI, and/or its assigns, will be made in the form
of CUIDAO common stock, a publicly traded company trading on the OTC bulletin
board of the NASDAQ stock exchange under the symbol "CDAO." This inventory will
be reimbursed at the laid in cost of the inventory (as identified in Exhibit
"D"). The monthly cost of inventory sold will be reimbursed ion common stock
based upon the average offer price during the month the product is sold. The
stock will be issued within seven (7) days following the close of the monthly
books of record of CUIDAO.
iii. The interest expense on the loan proceeds supporting the inventory (up
to US$119,000.00) will be reimbursed to WCBI monthly until the sum of
US$119,000.00 is paid in full. After US$119,000.00 of the inventory sales has
been paid to WCBI by CUIDAO, if at such time the loan has not been satisfied by
WCBI, CUIDAO's continuing obligation to pay interest expense on the loan shall
cease.
iv. All inventory shall be sold at prevailing market prices, established by
WCBI, without discount or reduction unless agreed by the parties.
9. CUIDAO will assume responsibility for the current lease of WCBI at the
premises located at 3932 N.E. 5 th Avenue, Oakland Park, Florida, and will hold
WCBI and its principals harmless and indemnify them from any claims arising
subsequent to this agreement under said lease.
10. CUIDAO agrees to satisfy any and all current, existing accounts payable and
other obligations and commitments to existing WCBI customers, and/or
distributors, such as tastings, festivals, special events, etc.
11. The value of the assets, exclusive of inventory, of WCBI has been
established at US$31,500.00 for purposes of this agreement.
12. CUIDAO agrees to provide full financial disclosure of all material matters
to WCBI upon request. CUIDAO represents that there are no current adverse
financial considerations which have not been disclosed to WCBI which if known by
WCBI would tend to influence its decision to proceed with this agreement.
13. This Agreement supersedes all prior agreements and constitutes the entire
agreement between the parties hereto with regard to the subject matter hereof.
It may not be amended or modified except by an instrument executed by both
parties.
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14. Any notice, payment, request, instruction, or other document to be delivered
hereunder shall be deemed sufficiently given if in writing and delivered
personally or mailed by certified mail, postage prepaid addressed to the
applicable party at the address first set forth above, unless in each case Buyer
or Seller has notified the other in writing of a different address.
15. No delay or failure by either party to exercise any right hereunder, and no
partial or single exercise of any such right, shall constitute a waiver of that
or any other right, unless otherwise expressly provided herein.
16. This agreement shall be interpreted and governed by the laws of the state of
Florida; and venue for any action arising from this agreement shall be in
Broward County, Florida.
17. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original but all of which together shall constitute one and
the same instrument.
18. This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective legal representatives, successors, and assigns.
19, Except as may otherwise be expressly provided herein, neither party may
assign any right, obligation, or liability arising hereunder without the other
party's prior written consent. Any such assignment or attempted assignment shall
be null and void.
20. In the event of litigation arising from the terms and conditions of this
Agreement, the prevailing party shall be entitled to recover reasonable
attorneys fees from the non-prevailing party at the trial and appellate levels.
21. The signature of a representative of a party to this agreement transmitted
by facsimile shall be enforceable in all respects as the original signature of
that representative and shall be.binding upon that party to enforce this
agreement according to its terms.
22. In the event any provision of this agreement needs to be modified, amended
or otherwise altered in order to obtain compliance with Securities and Exchange
Commission rules, regulations or guidelines, the parties agree to make such
modifications, retaining to the greatest extent possible the expressed intent of
the parties as set forth in this agreement.
IN WITNESS WHEREOF, the parties set forth their respective hands
and seals on the date first above-written.
REU-DOM INVESTMENTS AND CUIDAO IMPORTS, CUIDAO
HOLDINGS, INC. d/b/a WORLD HOLDING CORP AND CUIDAO(USA)
CLASS BEER IMPORTS IMPORT COMPANY, INC.
/s/ Reubin Share / s/ C. Michael Fisher, Pres.
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By: Reubin Share, President By: Michael Fisher, President
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