Filed by OTC Filings Inc. - www.otcedgar.com - 1-866-832-FILE(3453) -GENUFOOD ENERGY ENZYMES CORP. - Exhibit 10.4

 


 	 
	 SOLE MARKETING AGENT AGREEMENT

	 GenuFood Energy Enzymes Corp, USA                        and                                                                                       Access Management Consulting and Marketing Pte Ltd Singapore

	 


	 Marketing and Sourcing, Selection and Interviewing country sole distributor for marketing and distribution of Cellax and Anilax Products and special outlet country sole distributor for marketing and distribution of Medilax Product distributed by GenuFood Energy Enzymes Corp, USA

	 


	 AMCM/GEEC/SOLEMARKETINGAGENTAGREEMENT20100921

	 9/21/2010

	 



 

 

 
 

 SOLE MARKETING AGENT AGREEMENT
 

 

 

 THIS AGREEMENT is made and entered on the 21st day of September, 2010 BETWEEN GENUFOOD ENERGY ENZYMES CORP, a US domestic corporation duly incorporated under the laws of the State of Nevada, United States of America and having its registered office at Two Allen Center, 1200 Smith Street, Suite 1600, Houston, TX 77002, United State of America (hereinafter referred to as “the Enzymes Provider” or “the Company”) of one part AND ACCESS MANAGEMENT CONSULTING AND MARKETING PTE LTD, a limited exempt private company duly incorporated under the laws of the Republic of Singapore and having its registered office at Level 31, Six Battery Road #31-00, Singapore 049909 (hereinafter referred to as “the AGENT” OR “MARKETING AGENT”) of the other part.
 

 RECITALS
 

 WHEREAS, the Company is engaged in the distribution of enzymes products for human and animal consumption bearing three trade brand names “CELLAX”, “ANILAX” and “Medilax” in the United States of America (hereinafter referred to as “the Products” pursuant to clause 1.2 below).
 

 WHEREAS, the Agent is a consulting and marketing company and is keen to represent the Company to market the Products to the world at large without boundaries (hereinafter referred to as “the Territory”).
 

 AND WHEREAS the Company is desirous and wishes to utilise the services of the Agent and the Agent wishes to accept the appointment as the Sole Marketing Agent of the Company for mutual
 business benefits.
 

 NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto hereby agree as follows:
 

 1.      DEFINITIONS
 

          1.1.    When used in this Agreement, each of the following expressions shall have the 
                    meaning attributed to it below.  
 

 

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          1.2.    “Products” means enzyme products for human and animal consumption in powder 
                    form and capsule provided and distributed by GenuFood Energy Enzymes Corp.  For 
                    the time being, the range of Products available for marketing is as follows:
 

                    Category A – Enzyme Products for Human Consumption
 

                    Item No.       Product Code            Product Name__
 

                    1.                  1101                          Cellax-NCE
                    2.                  1102                          Cellax-NCE Plus
                    3.                  1103                          Cellax-GFL                  
                    4.                  1104                          Cellax-GFL Plus
                    5.                  1105                          Cellax-TT
                    6.                  1106                          Cellax-TT Plus
                    7.                  1201                          Cellax-FG1
                    8.                  1202                          Cellax-SP
                    9.                  1203                          Cellax-E2AF
                    10.                1204                          Cellax-E
                    11.                1205                          Cellax-SNU
                    12.                1206                          Cellax-DG1
 

                    Category B – Enzyme Products for Animal Consumption
                                         
                    Item No.       Product Code            Product Name__
 

                    1.                  2101                          Anilax-Super
                    2.                  2201                          Anilax-SP3
                    3.                  2202                          Anilax-EPET
                    4.                  2203                          Anilax-SW1013
                    5.                  2204                          Anilax-SEB
                    6.                  2205                          Anilax-AFL2500
 

                    Category C – Special Outlet Enzyme Products for Human Consumption
 

                    Item No.       Product Code            Product Name__
 

                    1.                  3101                          Medilax
 

 

          1.3.    “Territory” shall mean the world at large without boundaries.
                      
          1.4.    “Parties” shall mean the Company and the Agent collectively and Party shall mean
                    either one of them as the case may be.
 

          1.5.    Headings in this Agreement are inserted only for reference and shall not affect the
                    interpretation or construction of the substantive provisions hereof.
 

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 2.      GRANT OF RIGHT AND UNDETAKINGS OF THE ENZYMES PROVIDER
 

          2.1.    The Company agrees to appoint the Agent to act as its Sole Marketing Agent for the
                    marketing of the Products in the Territory and the Agent hereby accepts such 
                    appointment.
 

          2.2.    The Company hereby grants to the Agent, who accepts, for the terms of and subject 
                    to the provisions of this Agreement:    
 

                    2.2.1.    the right in the Territory to market, promote and distribute the Products;
 

                    2.2.2.    the right in the Territory to represent the Company in the sourcing, selection 
                                 and interviewing of potential country sole distributor each for the Products 
                                 under Categories A and B and Category C - Special Outlet;
                                 
                    2.2.3.    the right to use the brochures, photographs, promotional materials, labels,
                                 leaflets, advertisement materials and any other material attached and/or 
                                 related to the Products (collectively referred to as “the Materials) whether or 
                                 not such Materials have been provided by the Company; and
 

                    2.2.4.    the right to use the Materials for publicity, promotion and advertisement in
                                 website, homepage and internet established by and/or belonged to the Agent.       
 

         2.3.    The Company shall at its own expense provide the Agent with its know-how, technical 
                   specification of the Products, description of the Products, standards, licenses, awards, 
                   attending training programs, seminars, workshops, conferences and GEEC Enzyme 
                   Club activities, the Materials and reasonable samples of the Products so as to enable 
                   the Agent to discharge its duties and obligations mentioned in clause 2.2. above and 
                   clause 3 below.
 

 

 3.      THE AGENT’S DUTIES AND RESPONSIBILITIES
 

          3.1.    The Agent undertakes at its own expense to:
 

                    3.1.1.    work with reasonable diligence to source, select and interview potential 
                                 distributors to become country sole distributor in each country in the Territory
                                 for each Category of the Products;
 

                    3.1.2.    employ suitable person(s) to discharge its duties and responsibilities;
 

                    3.1.3.    comply with such reasonable directions and instructions as may be given by 
                                 the Company from time to time in respect of their marketing policy and country 
                                 sole distributorship policy and to maintain public relation with the appointed 
                                 country sole distributor, after such appointment is made;
 

                    3.1.4.    attend meetings with the Company from time to time as required during the
                                 continuance in force of this Agreement; and
                     
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                    3.1.5.    at the request of the Company, participate in the formulation of marketing plan,
                                 policy and to assist in the implementation of the same.
 

          3.2.    Submit quarterly progress report.
 

          3.3.    Maintain close rapport with the appointed country sole distributor(s). 
 .
 4.      AGENT COMMISSION AND PAYMENT TERMS
 

          4.1.    The Company shall pay the Agent a commission on each and every sales concluded
                    between the Company and the appointed country sole distributor during continuance in
                    force of this Agreement.
 

          4.2.    It is agreed by the Parties that the commission shall be twenty percent (20%) of the
                    total value of the Products sold and invoiced by the Company to the appointed country
                    sole distributor and every sales invoice issued by the Company to the Agent 
                    (hereinafter collectively referred to as “the Documents”).  These Documents can either
                    dispatch by post to the Agent at the address above written or by electronic mail.  
 

          4.3.    It is also agreed by the Parties that:
 

                    4.3.1.    the Company shall calculate the commission payable to the Agent against 
                                 each and every sales invoice issued by the Company and to remit the 
                                 calculated commission on or before third day of each month in respect of the
                                 previous month commission.  For example, if the total calculated commission 
                                 due to the Agent for the month of August, 2010 comes to USD10,000.00 the    
                                 Company has to remit this USD10,000.00 commission to the Agent on or
                                 before 3rd of September, 2010.
 

                    4.3.2.    the Company shall wire or telegraphic transfer such amount of commission to
                                 the Agent’s bank account details of which is as follows:
 

                                 Bank’s name        :  Standard Chartered Bank
 

                                 Bank’s address    :  6 Battery Road
                                                                 Singapore 049909
 

                                 Account Number  :  0170248402
 

 5.      DURATION
 

          5.1.    This Agreement shall become effective on the date first written above and shall 
                    continue for five (5) years with option to renew for another five (5) years.  The option to
                    renew is at the first discretion of the Agent.
 

          5.2.    A three (3) month advance written notice is required if the Agent has no intention to 
                    renew this Agreement.     
 

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          5.3.    All notices should be sent to the address above written or by electronic mail.  Details of 
                    electronic mail address of the Parties is as follows:  
 

                    The Company’s electronic mail address:  salesadmin@geecenzymes.com
 

                    The Agent’s electronic mail address :  pmarketing@afscapitalmarkets.com  OR
                                                                                 vtotwnosl@seed.net.tw
 

          5.4.    If there is a change in the postal address and/or the electronic mail address, the
                    changed Party shall forthwith notify the other Party by a two week advance written 
                    notice specifying the change. 
 

 6.      TERMINATION
 

          6.1.    The Company may terminate this Agreement immediately in the event either of the 
                    following events take occur:
 

                    6.1.1.    The Agent commits a breach of any provision herein and such breach is not 
                                 remedied within sixty (60) days after receiving notice from the Company to 
                                 rectify same; or
 

                    6.1.2.    The Agent ceased to function as a business concern or become unable to
                                 pay its debts as they become due.  
 

          6.2.    Notwithstanding any of the aforesaid under this Agreement, either Party may terminate 
                    this Agreement by giving written notice thereof to the other Party if any of the following
                    events should occur:
 

                    6.2.1.    either Party goes into liquidation proceedings whether compulsory or voluntary 
                                 for any reason whatsoever; or
 

                    6.2.2.    a receiver is appointed to administer and manage whole or any part of either 
                                 Party’s assets;
 

                    6.2.3.    either Party makes an assignment for the benefit of its creditors or admits in 
                                 writing its inability to pay its debts when they become due; or
 

                    6.2.4.    any proceedings are commenced against either Party seeking liquidation, 
                                 dissolution or similar relief under any applicable statue, law or regulation and 
                                 such proceedings are not discharged or discontinued within ninety (90) days 
                                 after such commencement; or
 

                    6.2.5.    three (3) months advance written notice is required for early termination of this
                                 Agreement with reasons to be given by the Party who wants to have early 
                                 termination.  
 
 
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 7.      CONSEQUENCES OF TERMINATION
 

          7.1.    After termination or early termination of this Agreement, the Agent shall remain 
                    entitled to all commissions  calculated on all purchase orders issued by the appointed 
                    country sole distributor(s) whether or not the Company has delivered or partial delivery 
                    of the Products or undelivered of the Products at the time of termination.  The 
                    Company shall be bound to pay such commission to the Agent.
 

          7.2.    On expiration or early termination of this Agreement, for any reason, the following shall
                    apply:    
 

                    7.2.1.    The Agent shall return all the Materials belonging to the Company at the 
                                 Company’s expense;
 

                    7.2.2.    The Company shall purchase or pay for the marketing and promotional 
                                 materials belonging to the Agent, if Company wishes to have such 
                                 materials but the decision to sell such materials to the Company is at the sole
                                 discretion of the Agent. 
 

          7.3.    Actions carried out by the Parties after termination of this Agreement shall not be
                    interpreted or treated as renewal of this Agreement.
 

          7.4.    The Agent shall have no claim whatsoever with regards to compensation due to the 
                     lawful termination or expiration of this Agreement provided always that the 
                     commission due to the Agent must be fully settled and paid by the Company.
 

          7.5.    Early termination without a good and acceptable reason may render the injured Party 
                     to claim damages.
 

 8.      RELATIONSHIP OF PARTIES
 

          8.1.    Nothing herein shall be construed as creating a partnership or agency between the 
                    Parties, and either Party shall be authorised to represent or bind the other Party to any 
                    third party.
 

 9.      ASSIGNMENT
 

          9.1.    Neither Party shall assign, transfer, and/or convey this Agreement, or any part hereof, 
                    without the prior written consent of the other.
 

 10.    NOTICES
 

          10.1.  Unless otherwise expressly provided, all notices, requests, demands, consent or other 
                    communications required or permitted under this Agreement shall be in writing and 
                    shall be sent by prepaid delivery, registered post, or by fax, and shall be deemed 
                    delivered:
 

                    (i)    when received in case of delivery by personal service; or
 

                    (ii)    upon actual receipt in the case of posting by mail; or
  
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                    (iii)   when receipt of transmission is acknowledged or within twenty four (24) hours
                            after transmission to the correct fax number, whichever is earlier, in case of 
                            delivery by fax; or
 

                    (iv)   when receipt of transmission is acknowledged by electronic mail transmission or if 
                            there is no acknowledgement by return mail transmission, such electronic mail 
                            transmission is deemed to have received after twenty-four (24) after transmission
                            with a telephone confirmation.
 

         10.2.    The facsimile transmission numbers of the Parties are as follows:
 

                     The Company’s fax number is +1 713 353 4601
 

                     The Agent’s fax number is +65 6550 9783
 

         10.3.    The telephone numbers of the Parties are as follows:
 

                     The Company’s telephone number is +1 713 353 8834
 

                     The Agent’s telephone number is +65 6550 9782 and +886 988 781 484     
 

 11.    MISCELLANEOUS 
 

          11.1.  No part of this Agreement may be varied, modified or otherwise changed except by
                    mutual agreement of the Parties in writing.
 

          11.2.  The failure of either Party to enforce at anytime or for any period any one or more of 
                    the terms or conditions of this Agreement shall not be a waiver of them or of the right at 
                    any time subsequently to enforce all terms and conditions of this Agreement.
 

          11.3.  This Agreement supersedes any prior negotiations, agreements and commitments on 
                    the subject matter hereof between the Parties, whether written or oral, and such prior 
                    negotiations, assignments and commitments are cancelled upon the signing of this 
                    Agreement.
 

          11.4.  If any provision of this Agreement is found to be invalid, unlawful, or unenforceable, the 
                    remainder of this Agreement, to the extent enforceable, shall be valid.
 

          11.5.  This Agreement has been made in the English language.
 

 

 12.    APPLICABLE LAW
 

          12.1.  This Agreement shall be construed according to the laws of the United States of 
                     America.
 

          12.2.   The Parties agree that the venue for all legal proceedings in connection with this 
                     Agreement shall be any court in the United States of America.
 

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 13.    LEGAL FEES AND COST OF PREPARING THIS AGREEMENT
 

          13.1.    The cost of preparing this Agreement has been paid by the Company.
 

          13.2.    The Agent shall at its own expense pay legal fees for engagement of a legal 
                      advisor to peruse this Agreement and to obtain legal advise thereof.
 

 

 IN WITNESS WHEREOF the Parties have hereunto executed this Agreement on the day and year first above written.
 

 

 Signed by                                                                                                                                                                                  GenuFood Energy Enzymes Corp
 THE  COMPANY
 in the presence of:
                                                                                                                                                         /s/ Chen I Jen
                                                                                                                                                                                                                                                                                         
 Name: HSU CHEN WEN                                                                                                                                                                       CHEN I JEN @ IAN CHEN
                                                                                                                                                                                                                               Director
 Taiwan Passport No.: 132821330
 

 

 _____________________________
              signature of witness
 

 

 

 

 

 

 

 

 Signed by                                                                                                                                                                 Access Management Consulting and Marketing Pte Ltd
 THE AGENT
 in the presence of:
                                                                                                                                                                               /s/ Lin Yi Lung
                                                                                                                                                                                                                                                                                             
 Name: FANG CHU AO                                                                                                                                                                         LIN YI LUNG @ OLIVER LIN
                                                                                                                                                                                                                        Managing Director
 Taiwan Passport No.: 212179397
 

 

 ____________________________
              signature of witness
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 AMCM/GEEC/SOLEMARKETINGAGENT AGREEMENT 20100921
 

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