Exhibit 7.1
DISTRIBUTION AGREEMENT FOR TOYLAB INC SMALL TOOLS
SCIENTIFIC EQUIPMENT
This agreement is between NEXGEN BIOTECHNOLOGIES INC (herein called Nexgen) with
its principle address of WONCHON-DONG 65-1, YUSUNG GU, DAEJON CITY, SOUTH KOREA,
305-370 and GUARDIAN BIOTECHNOLOGIES INC (herein called Guardian) whose
principle address is IPW 110 GYMNASIUM PLACE, SASKATOON, SASKATCHEWAN, CANADA.
S7N 0W9.
RECITALS
NEXGEN BIOTECHNOLOGIES INC has the sole distribution rights of all products that
are produced by TOYLAB INC (whose principle address is WOLGOK-DONG 96-22,
SONGBUK-GU, SEOUL, KOREA. 136-132) and has the authority to enter into
distribution agreements with third parties.
NEXGEN BIOTECHNOLOGIES INC desires to enter into an agreement with GUARDIAN
BIOTECHNOLOGIES INC to distribute TOYLAB INC products through out North America.
GUARDIAN BIOTECHNOLOGIES INC is willing to act as the distributor of TOYLAB INC
products in North America.
Now, therefore, in consideration of the mutual covenants herinafter set forth,
the parties agree as follows:
1. DEFINITIONS.
1.1 Customer means the end user of a product.
1.2 Product List means the list of Suppliers products in Appendix A,
which may be amended from time to time pursuant to section 2.2.
1.3 Product means the products in the product list.
2. PRODUCT TERMS
2.1 Distributor Appointment. The supplier, Nexgen, hereby appoints
Guardian as the exclusive distributor of the Products.
2.2 Product Offerings. From time to time additional products may be
added to the Product list upon mutual agreement of both parties.
2.3 Samples. Nexgen agrees to provide samples of the Products when it
is able to do so and in a timely manner.
2.4 Prices. The prices paid by Guardian to the Supplier, Nexgen,
shall initially be set forth as described in Appendix A.
2.5 Guardian prices. The supplier, Nexgen, and Guardian agree that
Guardian will sell the Products to its customers at an additional
25% over its cost.
3. ORDERING AND PAYMENT
3.1 Orders. Customer orders for products shall be taken by Guardian.
Guardian shall order products from Nexgen by placing purchase
orders when required.
3.2 Payment. Payment for accepted orders shall be due 30 days from
delivery. Payment to Nexgen from Guardian shall be due within 30
days of product delivery.
3.3 Controlling terms. The terms and conditions of each order placed
shall be governed by this agreement.
4. SHIPMENT
4.1 Packaging. Supplier shall package products in its companies or in
Toylab Inc packaging.
4.2 Shipment. Ordered products shall be shipped as soon as possible
after the placement of an order.
4.3 Reports. Guardian will make available monthly reports summarizing
the sales of the products.
5. TERMS AND CONDITIONS
5.1 Term. This agreement becomes effective on the date listed in this
agreement and will remain effective for one year from that date.
The agreement will automatically renew for an additional one year
term.
5.2 Termination. This agreement may be terminated with 30 days
written notice from either party.
5.3 Effects of termination. Upon termination of this agreement each
party shall i) Promptly pay the other party any unpaid amounts
due as of the termination. ii) Return or destroy any confidential
information.
5.4 No Liability for Termination. Neither party will be liable for
damages of any kind as a result of termination of this agreement.
6. CONFIDENTIALITY
Each party agrees that all information disclosed by it to the other
party hereunder shall be deemed to be "Confidential Information". Not
withstanding the foregoing, Confidential Information shall not include
information which (i) the recipient can demonstrate was lawfully in
its position prior to its first receipt of such information or (ii) at
the date hereof or hereafter becomes available to the public without
breach by the recipient from third parties. Each party agrees to treat
such Confidential Information as confidential information and shall
take reasonable precautions to safeguard such information, shall not
use it for unauthorized purposes and shall not disclose it to any
third party without prior written consent of the party from whom it
was obtained.
7. GENERAL
7.1 Assignment. Neither party may assign, delegate, or transfer this
agreement or any of its rights or duties hereunder, without the
prior written consent of the other party. The provisions of this
agreement shall be binding upon and insure to the benefit of the
parties, their successors and permitted assigns.
7.2 Entire agreement. This agreement and its appendixes attached
hereto constitute the entire and exclusive agreement between the
parties hereto with respect to the subject matter.
7.3 Governing law. This agreement will be governed by and interpreted
in accordance with the Laws of the Province of Saskatchewan.
7.4 Modification and waiver. No modification to this agreement, nor
any waiver of any rights, will be effective unless assented to in
writing to the other party.
7.5 Severability. If for any reason any provision of this agreement
shall be held by a court of law to be invalid or unenforceable,
the remining provisions of this agreement shall remain in full
force and effect.
7.6 License to supplier marks. The supplier hereby grants to Guardian
exclusive rights to use and to reproduce for use the Suppliers
trademarks, trade names, Product names, Logos and marketing
material provided by the Supplier in order to distribute the
Suppliers products.
In witness whereof, the duly authorized representatives of Nexgen (Supplier) and
Guardian have executed this agreement.
Signed this 9th day of February, 2003
/s/ Sun Lee /s/ /s/ James Macpherson /s/
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Dr. Sun Lee Dr. James Macpherson
CEO/President General Manager
Nexgen Biotechnologies Inc. Guardian Biotechnologies Inc.