Blueprint





  Exhibit 10.8








INTERNATIONAL MANUFACTURING and SALES AGREEMENT


 


	


Date. November 6th, 2015

	

Revised:
June 8, 2016







Between:


Cambridge Towel
Company Inc., a corporation organized under the laws of Canada,
having its office at 450 Dobbie Drive Cambridge, Ontario N1T 1S7
(hereinafter referred to as “CTC”),


and:


Sterling Sports
LLC, a limited liability company organized under the laws of the
State of Florida having its office at 6632 Telegraph Rd. #371
Bloomfield Hills, Michigan 48301 (hereinafter referred to as
“the Company”) (and collectively
“parties”). EIN Number 47-5229537.


It
is agreed as follows:



1. 

APPOINTMENT







1.1 

The Company
appoints CTC to exclusively manufacture the products set forth on
Exhibit 1 (the “Products”), except in the case of
circumstances outlined in 1.2 below, for purchase by the Company
for re-sale to professional and collegiate athletics program
customers in the United States and other customers as mutually
agreed between CTC and the Company, at prices to be mutually
determined by the parties and as adjusted periodically for
manufacturing cost changes as required. The Products will include
Silver Anti-Microbial yarn designed to retard the advance of
bacteria, and which is manufactured and prepaid by the Company (the
“Materials”) and delivered to CTC for
manufacture.







1.2 

In the event that
the Company acquires a significant customer that specifically
requires Products “Made in the United States” using the
Materials, such that CTC is therefore precluded from manufacturing
the Products for such customer, the Company may, with the
reasonable assistance of CTC, select an alternate US manufacturer
for such customer order. Should this occur, the Company, in
addition to paying CTC any reasonable out-of-pocket expenses
incurred in assisting with the alternate manufacturer facilitation,
if applicable, will pay CTC a fee of [omitted, provided separately
to the S.E.C.]% using the “Towel Cost from CTC” amount from
Exhibit 2 herein for derivation, payable according to the
provisions of 8.3 herein.








 








 











1.3 

The Company also
agrees to deliver Materials to CTC, prepaid by the Company, for
inclusion in Products which CTC will have the right to market and
sell to hotels, the retail trade, healthcare facilities, other
traditional and non-traditional users of terry products in Canada
and the United States (the “Territory”) and
additionally, to professional and collegiate athletics program
customers in the United States as mutually agreed with the Company.
The parties agree to share customer call intentions and details on
a frequent basis (ie. Bi-weekly) in order to ensure that potential
customer opportunities are pursued by only one of CTC or the
Company; the one selected being the party with the highest
potential of securing the business.







1.4 

The Company will
provide purchase orders for Products in form acceptable to CTC;
purchase orders that CTC has the right to accept or reject based on
credit, legal or other reasons. CTC’s normal shipping terms
are FOB Hamilton or Cambridge Ontario. In preparing such purchase
orders, the Company will coordinate delivery dates of Products for
its customers based on information provided by CTC and CTC will use
reasonable efforts to deliver Products by the dates set forth in
such purchase orders. CTC will keep the Company apprised of
estimated delivery dates and will promptly notify the Company of
any expected delays. The Company will endeavour to provide CTC with
a rolling ninety (90) day forecast of its requirements of Products
realizing its significance to ensuring Product availability
according to expectations. Similarly, giving due consideration to
customer order commitments accepted by both the Company and CTC,
CTC’s Material requirements will be provided to the Company
on a similar basis.







1.5 

This Agreement
shall commence on the date written above and continue for an
initial period of 60 months (the “Term”) unless
terminated for cause as defined in Section 11. The parties must
mutually agree to any extension of the Term.







1.6 

The parties agree
that CTC will be the exclusive manufacturer of Products including
processing of the Materials and that all Products will carry
labelling in form acceptable by both parties,
subject to any approval required by the ultimate purchaser of the
Products.







2. 

OBLIGATIONS
OF CTC







2.1 

CTC shall maintain
adequate product liability and general liability insurance and, if
requested, shall provide evidence of same to the
Company.







2.2 

All Products
must:







2.2.1 

Fully comply with
the order and with any specification, samples or patterns comprised
in the order.







2.2.2 

Be of high quality,
comprise only suitable materials and be fit for the purposes for
which they are supplied.






 




 

2








 







2.2.3 

Comply with all
applicable laws, regulations and standards including
but not limited to fire,
health and safety regulations.







3. 

OBLIGATIONS
OF THE COMPANY







3.1 

The Company shall
maintain adequate product liability and general liability insurance
and if requested, shall provide evidence of same to
CTC.







3.2 

The Company
represents and covenants that it has the authority to enter into
this Agreement relating to the technology and intellectual property
of the Materials (referred to as IP rights below) by virtue of a
binding agreement with Noble Biomaterials, Inc. and that
CTC’s use of the Materials in the manner contemplated in this
Agreement will not violate any agreement, law, regulation or
infringe on the rights of any other party. The Company will
indemnify and hold CTC harmless from any damages, costs or expenses
from a breach of this provision.







3.3 

The Company
appreciates the importance of marketing the Product features in
order to optimize both its sales and sales by CTC in the Territory.
The Company therefore commits to promoting features and benefits of
the Materials with marketing materials including the use of
brochures, magazines, media and television as appropriate. These
promotional materials will be coordinated by the Company along with
the marketing campaign and will closely coincide with the
commencement of this Agreement and continue while this Agreement is
in force.







3.4 

The Company is
solely responsible for the quality and performance of the Materials
and any claim that is set forth concerning the impact of the
Materials on the performance of the Products provided Products have
been manufactured according to company specifications and have
passed all compliance testing.







3.5 

The Company
realizes that as part of the normal manufacturing of first quality
Products by CTC, certain Products will be classified as non-firsts
(“seconds”) as part of the normal quality checking
process done by CTC. Both the Company and CTC will take
responsibility for the sale of such seconds, selling at prices
below normal first quality sell prices however considerate of the
high quality nature and image of the first quality
Products.







3.5 

The Company will
indemnify and hold CTC harmless from any costs, damages or expenses
relating to or arising from any failure of the Materials (and thus
the Products) to attain any standard of performance or other metric
as claimed by the Company.







4. 

INSPECTION
AND TESTING






Each
party shall be given access to the location where the Materials are
used and Products manufactured respectively, during ordinary
working hours [8.30 am. to 3:00pm.] on any working day, on 3
working days’ notice to enable it to inspect and attend tests
of the Products during manufacture. Inspection will not constitute
acceptance of any Products or Materials by the Company or CTC,
respectively.


 




 

3








 







5. 

DELIVERY
TERMS







5.1 

All Products sold
to the Company shall be freight-delivered in accordance with the
details specified in the order; the standard shipping terms being
FOB Hamilton or Cambridge, Ontario. When the delivery address is
not known by the Company at the date of the order, or is changed,
relevant details will be supplied to CTC as soon as reasonably
practicable.







5.2 

CTC will ensure
that all Products are inspected before dispatch and that they are
adequately and safely packaged to the best of their ability so as
to avoid any damage or loss while in transit. A detailed packing
list will accompany each delivery of Products to the Company.
Reasonable advance notice of each delivery of Company’s
orders shall be given in writing by CTC to the Company. The Company
will be responsible for all Products from the time they are
dispatched by CTC from its plant according to the freight
instructions provided by the Company.







5.3 

Shipment shall not
constitute acceptance of any defect in any Product or relieve CTC
of any of its obligations under this contract







6. 

REJECTION
OF PRODUCTS







6.1 

The Company may
reject any Products which are not in accordance with the order and
the terms set out in this agreement by giving written notice
specifying its reasons within 7 working days of
delivery.







6.2 

Company may cancel
the order with respect to rejected Products or, at its option,
require CTC to replace any rejected Products to Company’s
reasonable satisfaction. Failure to replace within 60 working days
shall entitle the Company to cancel the order for the rejected
Products and recover its costs and losses from CTC under the terms
of the indemnity set out at Clause 7 of this contract.







7. 

WARRANTY
AND INDEMNITY







7.1 

CTC shall at
Company’s written request, replace or repair to
Company’s reasonable satisfaction, all Products in which any
defect appears, within 60 working days from delivery.







7.2 

CTC will keep the
Company fully indemnified but only for the costs of the Products.
CTC will not be responsible for any indirect, incidental or
consequential damages or any costs or expenses of the
Company.







8. 

PRICES
AND PAYMENT TERMS







8.1 

The prices payable
by the Company for Products under this contract shall be agreed in
writing between the parties annually or at other agreed intervals.
These prices are exclusive of sales and other taxes which may be
payable in accordance with the Tax Laws in the countries where the
Company and CTC are based.






 


 




 

4








 







8.2 

The prices payable
by Company are FOB 1817 Burlington Street East, Hamilton, Ontario,
L8H 3L5 or FOB 450 Dobbie Drive Cambridge Ontario. These prices do
not however reflect any Materials cost which are borne by the
Company, special packaging which promotes the anti-microbial
marketing aspects of the Product (ie. clam shell) nor do they
include any provision for licensing fees payable to Noble
Biomaterials, Inc. (“Noble”), the costs of which are
the exclusive obligation of the Company.







8.3 

CTC shall submit
invoices before delivery dispatch of Products and, unless otherwise
agreed in writing based on Company’s financial information
provided to CTC and CTC’s ability to approve an adequate
credit line for the Company, all Products shall be paid for prior
to shipping dispatch by wire transfer. If a credit line is
approved, the Company will pay CTC on a net 45 days basis including
in-transit mail time.







8.4 

For Products sold
by CTC in accordance with paragraph 1.3 above, CTC will pay the
Company a USD fee calculable and invoiced as outlined in 8.5 herein
and in accordance with Exhibit 2 attached. Exhibit 2 will be
updated periodically as required, but the fee for each of the
Products gives consideration to a number of factors as outlined
thereon including a Materials cost per pound as provided to CTC by
the Company as well as prices as outlined in 8.1
above.







8.5 

In order to pay the
fee contemplated in 8.4 above, within ten days of each of its
fiscal month ends, CTC will send the Company a summary detailing
all of its prior month sales of Products and the calculation of the
fee payable by CTC to the Company using the fee schedule per
Appendix 2. The Company will use the summary and send an invoice to
CTC that CTC will pay the Company by wire transfer within 20 days
of the fiscal month-end date in which such sales occurred unless
amounts are oweing and overdue by the Company to CTC, in which case
the parties will resolve the issue expeditiously to allow payments
by both parties accordingly.







9. 

INTELLECTUAL
PROPERTY







9.1 

CTC acknowledges
that all designs, specifications, trademarks, copyright, patents,
know-how and other intellectual property rights in the Materials,
(together referred to as “IP Rights”) are the property
of Noble Biomaterials, Inc. and CTC shall not acquire any rights or
benefit in such IP Rights under this contract, except a licence to
use the IP Rights for the purpose of this contract.







9.2 

CTC shall not
either during this contract or at any time after its termination
use or permit the use of any of the designs, brand, branding or
other IP Rights of the Company for the manufacture of any Products,
acknowledging ownership of same as that of the Company
exclusively.







9.3     



This Clause 9 shall
survive the termination of this Agreement.







10.      



CONFIDENTIALITY







10.1 

All information
supplied by either party to the other and identified as
confidential shall be kept strictly confidential by the recipient
and shall not be disclosed to any third party without
the other’s prior written consent. Each party shall use its
best efforts to ensure that all employees, consultants or other
parties that are required to have access to any such information
will be bound similarly.






 




 

5








 











10.2 

All confidential
information and documents supplied to either party shall be
returned promptly to the supplying party on termination of this
Agreement.







10.3 

The obligations of
confidentiality in this Agreement shall remain in force after
expiry or termination of the Agreement however, they will not apply
to information which becomes public knowledge through no fault of
the disclosing party or are required to be disclosed by a court of
competent jurisdiction or arbitrator.







11. 

TERMINATION







11.1 

Either party may
terminate this contract by written notice to the other at any time
if the other party:







11.1.1 

Commits a breach of
this Agreement and, in the case of a breach capable of remedy, it
fails to remedy the breach within 60 working days of being
requested to do so in writing.







11.1.2 

Becomes insolvent,
enters into a composition with its creditors or has an
administrative receiver or liquidator appointed.







11.2 

Upon termination of
this Agreement, if applicable, the Company shall pay any and all
monies then owing for its purchase of Products to CTC within 30
working days.







11.3 

On termination of
this Agreement, the Company shall be obliged to purchase at the
prices then in effect, all stock of Products that it has ordered or
forecasted including any work in process which CTC shall be
permitted to convert into finished Products for similar purchase by
the Company. Any Materials not required by CTC to complete any
orders, forecasts or work in process shall be returned to the
Company and any related purchase costs incurred by CTC for such
Materials will be repaid by Company to CTC accordingly. The Company
shall pay CTC for any amounts owing under this Section 11.3 within
60 days of the termination of the Agreement.







12. 

NOTICES






All
notices or submissions to be made or delivered by either party will
be sent by U.S. first class mail, postage prepaid, overnight
delivery service, or personally delivered to the appropriate party
at its respective address set forth below;


 


	
 

	

The
Company

	
 

	

Sterling
Sports LLC


	
 

	
 

	
 

	

6632
Telegraph Rd #371


Bloomfield
Hills


Michigan,
48301


	
 

	
 

	
 

	

Attention
Edward Suydam, Managing Partner


Fax #
1-248-737-7849


Email;
hoghead74@aol.com







 




 

6








 






 


	

CTC

	

Cambridge
Towel Company Inc


450
Dobbie Drive


Cambridge,
Ontario N1R 5X9


Canada


Attention
Hugh Thompson, President and CEO


Fax #
1-519-623-0449


Email;
hugh thompson@cambridgetowel.com


 








13.            

SUBCONTRACTING






Neither
party shall sub-contract or assign this Agreement or any
responsibility or duty hereunder without the consent of the other
party.



14.            

FORCE
MAJEURE






Neither
party shall be liable for default on the obligations derived from
the present contract, nor shall be bound to compensate for damages,
when such default is caused by proven Force Majeure.



15.            

RESOLUTION
OF DISAGREEMENT






Should
any disagreement arise under this Agreement, the parties shall
endeavour to reach an amicable agreement. Should an amicable
solution not be reached, the parties may request that the matter be
referred to persons of higher rank within their own organizations,
with whom they shall meet at least once in order to analyze the
disagreement and possible means of resolving it.



16.            

APPLICABLE
LAW AND COMPETENT JURISDICTION






The
parties agreed to binding arbitration of any dispute according to
the rules of the American Arbitration Association as in effect from
time to time and shall hold such arbitration in New York City,
NY



17.            

LANGUAGE






The
whole text of the present Agreement, as well as the documents
derived from it, including those in the Exhibits, have been written
in English and are therefore considered to be the only authentic
text for all legal effects.


Both
parties declare their conformity to the present contract, which is
signed in 2 copies, each of which shall be considered an
original.


In
Witness whereof, the parties hereto have caused this Agreement to
be executed as of the date first above written


	

For and
on behalf of the Company

	

For and
on behalf of CTC

	
 

	
 

	
 


	

STERLING
SPORTS LLC

	

CAMBRIDGE
TOWEL COMPANY INC

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	

By:

	


	
 

	

By:

	



	




	

(Signature)

	
 

	
 

	(Signature)





 




 

7








 






 


	

Name:

	
 

	
 

	

Name:

	

DENNIS
MORGAN


	

Title:

	
 

	
 

	

Title:

	

SR. VP.
& CFO


	

Date:

	
 

	
 

	

Date:

	

June 8,
2016







 



EXHIBIT
1.   


DESCRIPTION
OF PRODUCTS TO BE MANUFACTURED BY CTC






(CLAUSE
1)


 


	


Products

	


Description


	

AntiMicrobial
Towel Products and Bath Mats

	

All
towels will be 100% Cotton Loops with Anti Microbial Yarn supplied
to CTC, prepaid for by Sterling Sports.







Products
will include the following as well as others added by mutual
agreement between CTC and the Company.


Bathroom
Towels


Kitchen
Towels


Workout
towels


Pet
towels


Golf
towels


Sports
towels



EXHIBIT
2. 

USD
FEE SCHEDULE FOR PRODUCT SOLD BY CTC TO NON-COMPANY CUSTOMERS,
PAYABLE TO THE COMPANY






(CLAUSE
8.4, 8.5)


See
attached.




 

8








 










 



International Manufacturing and Sales Agreement



Exhibit 2 - USD Fee Schedule for Product Sold by CTC to Non-Company
Customers, Payable to the Company


Updated
5/27/16


 


	
Description

	
 
 
Style



 

	
 
Size

 

	
 
lbs per Dozen

 

	
 
Units per lb
Silver (1sts and 2nds)

 

	
 
Silver Cost
perUnit using $***lb Note 2

 

	
 
Towel Cost from
CTC (Note 1)

 

	
 
Total Raw Cost

 

	
 
***%
Royalty

 

	
 
***% Financing
on Silver

 

	
 
***%
Profit

 

	
 
USD Fee Payable
to Company

 


	
 

	
 
 

 

	
 
 

 

	
 
 

 

	
 
 

 

	
 
 

 

	
 
 

 

	
 
 

 

	
 
 

 

	
 
 

 

	
 
 

 

	
 
 

 


	
Dish
Cloth

	
  3562 

	
  12x12 

	
  1.00 

	
 [OMITTED


	
  PROVIDED


	
  SEPARATELY


	
  TO


	
 THE S.E.C.


	
    


	
    


	
    



	
 

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    


	
Face

	
  3554 

	
  13x13 

	
  1.50 

	
 [OMITTED


	
  PROVIDED


	
  SEPARATELY


	
  TO


	
 THE S.E.C.


	
    


	
    


	
    



	
 

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    


	
Ftip

	
  3559 

	
  12x18 

	
  2.00 

	
 [OMITTED


	
  PROVIDED


	
  SEPARATELY


	
  TO


	
 THE S.E.C.


	
    


	
    


	
    



	
 

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    


	
Kitchen
Towel

	
  3561 

	
  16x22 

	
  2.25 

	
 [OMITTED


	
  PROVIDED


	
  SEPARATELY


	
  TO


	
 THE S.E.C.


	
    


	
    


	
    



	
 

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    


	
Locker
Scarf

	
  3556 

	
  13x40 

	
  4.00 

	
 [OMITTED


	
  PROVIDED


	
  SEPARATELY


	
  TO


	
 THE S.E.C.


	
    


	
    


	
    



	
 

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    


	
Hand

	
  3553 

	
  16x30 

	
  4.25 

	
 [OMITTED


	
  PROVIDED


	
  SEPARATELY


	
  TO


	
 THE S.E.C.


	
    


	
    


	
    



	
 

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    


	
Tubmat

	
  3557 

	
  20x30 

	
  9.00 

	
 [OMITTED


	
  PROVIDED


	
  SEPARATELY


	
  TO


	
 THE S.E.C.


	
    


	
    


	
    



	
 

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    


	
Pet
Towel

	
    

	
  30x40 

	
  9.50 

	
 [OMITTED


	
  PROVIDED


	
  SEPARATELY


	
  TO


	
 THE S.E.C.


	
    


	
    


	
    



	
 

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    



	
Bath

	
  3552 

	
  30x54 

	
  15.00 

	
 [OMITTED


	
  PROVIDED


	
  SEPARATELY


	
  TO


	
 THE S.E.C.


	
    


	
    


	
    



	
 

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    


	
Bath

	
  3560 

	
  30x60 

	
  16.00 

	
 [OMITTED


	
  PROVIDED


	
  SEPARATELY


	
  TO


	
 THE S.E.C.


	
    


	
    


	
    



	
 

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    

	
    


	
Bathsheet

	
  3555 

	
  35x66 

	
  18.00 

	
 [OMITTED


	
  PROVIDED


	
  SEPARATELY


	
  TO


	
 THE S.E.C.


	
    


	
    


	
    








 


Note 1:
Towel Costs & Specs as provided to Company.


Note 2:
Silver cost per lb of $10.35$[Omitted,
provided separately to the S.E.C.] provided by Company
05/27/16


 



*** Omitted, provided separately to the S.E.C.


 


 


 9