Exhibit 10.31


 


AGREEMENT


 


THIS AGREEMENT (this “Agreement”) is entered into as of the 7th day of November,
2007, by and between XELR8, Inc., a Colorado corporation (“XELR8”), with a
principal place of business of 480 S. Holly Street, Denver, Colorado 80246, and
Acceleration Sports Institute, a South Carolina corporation (“ASI”), with a
principal place of business of 1650 Skylyn Drive, Suite 100, Spartanburg SC,
29307.


 


RECITALS


 


A.       XELR8
is engaged in the distribution and sale of dietary supplements, vitamins and
nutritional supplement products.


 


B.        ASI
is an elite athletic training center that promotes nutrition, training, and
nutritional supplementation to its clients.


 


C.        ASI
desires to promote the entire line of XELR8 products and be supported with
marketing, training, educational, and sales materials and services, and XELR8
desires to be the exclusive provider of nutritional supplements to ASI for
their clients and various facilities.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the
mutual agreements, covenants and undertakings set forth below, and in reliance
on the recitals set forth above, the parties agree as follows:


 


1.         During
the term of this Agreement, ASI agrees to distribute XELR8’s dietary
supplements, vitamins and nutritional supplement products (the “XELR8 Products”),
and ASI agrees that it shall not distribute dietary supplements, vitamins or
nutritional supplements other than the XELR8 Products. From time to time, XELR8
and ASI shall separately agree as to the specifications, prices and other terms
and conditions of the particular XELR8 Products to be sold by ASI. XELR8 agrees
to provide ASI with marketing, training, educational, and sales materials and
services in connection with the XELR8 Products.


 


2.         Nothing
in this Agreement shall be deemed to restrict in any manner XELR8 from selling
the XELR8 Products to any other training centers or any distribution/sales
system it so chooses.


 


3.         This
Agreement shall commence on the date hereof and shall continue for one year. Thereafter,
this Agreement shall renew automatically for successive one-year periods until
terminated by either party upon 60 days prior written notice.


 


4.         Each
party hereto represents and warrants that it has the authority to execute this
Agreement.


 


5.         The
parties agree that ASI is an independent contractor in the performance of this
Agreement. Nothing in this Agreement shall be construed to create a joint
venture, partnership or agency, and neither party is the representative or
agent of the other. Nothing in this


 

















 


Agreement is intended to, nor shall be construed to violate any
statutes, rules or regulations of any jurisdiction pertaining to anti-trust or
anti-competition.


 


6.         This
Agreement embodies the entire understanding of the parties with respect to the
subject matter of this Agreement.


 


7.         In
the event that any of the provisions or portions thereof of this Agreement are
held to be unenforceable or invalid by any court of competent jurisdiction, the
validity and enforceability of the remaining provisions or portions hereof will
not be affected thereby.


 


8.         This
Agreement may not be amended except in a writing signed by both parties.


 


9.         This
Agreement will be governed by and construed in accordance with the laws of the
State of Colorado, without regard to its conflict of laws principles.


 


10.       Any
dispute relating to this Agreement, or to the breach of this Agreement arising
between XELR8 and ASI, shall be settled by arbitration in accordance with the
commercial arbitration rules of the American Arbitration Association (“AAA”)
before a single arbitrator, which arbitration may be initiated by any party
hereto by written notice to the other of such party’s desire to arbitrate the
dispute. The arbitration proceedings shall take place in Denver, Colorado, and
shall be administered by the AAA. Any arbitration under this Agreement shall be
governed by Colorado’s Uniform Arbitration Act of 1975, C.R.S.§ 13-22-201 et
seq. as amended.


 


IN WITNESS WHEREOF, XELR8 and ASI have executed this Agreement as of
the date first above written.


 


	
  XELR8, INC.

  	
  Acceleration Sports Institute

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John Pougnet

  	
   

  	
  By:

  	
  /s/ Daren Cady

  	
   

  
	
   

  	
  John D. Pougnet

  	
   

  	
  Darren Cady

  	
   

  
	
  Its:

  	
  CEO/CFO

  	
  Its:

  	
  President