Joymain International Development Group Inc.: Exhibit 10.2 - Filed by newsfilecorp.com






RF

  

    Right Fortune International
Limited 

“Strategic Launch Specialists” TM



EXCLUSIVE RIGHT OF RESELL AGREEMENT

     THIS AGREEEMENT, effective as of
January 1, 2014, made by and between RIGHT FORTUNE INTERNATIONAL LIMITED,
hereinafter referred to as LICENSOR, and JOYMAIN INTERNATIONAL DEVELOPMENT
GROUP,INC., hereinafter referred to as LICENSEE, and jointly hereinafter
referred to as the Parties; and

     WHEREAS, the LICENSOR is the sole
owner of the marketing rights for the juice blend knows as YolexuryTM, and

     WHEREAS, the LICENSEE has
successfully sold YolexuryTM within the China market and now desires to obtain
the exclusive right to Greater China for the sale of YolexuryTM, and

     WHEREAS, LICENSEE is willing to
grant such exclusive global rights under terms and conditions agreeable to the
Parties hereto:

     THEREFORE in consideration of the
mutual promises contained in this Agreement, and other good and valuable
consideration, the Parties do agree as follows:

SECTION ONE.

GRANT OF EXCLUSIVE RIGHT TO RESELL THE JUICE BLEND KNOWS AS

YOLEXURYTM IN GREATER CHINA 

     LICENSOR hereby grants to
LICENSEE exclusive rights to resell the juice blend known as YolexuryTM, and
shall not grant the right of sale of YolexuryTM branded product to any other
person or entity in China, Hong Kong, Macau or Taiwan, hereinafter collectively
referred to as Greater China.. This exclusive right shall be for the calendar
year 2014, subject to all of the terms and conditions of this Agreement.

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SECTION TWO.

LIMITATION TO TERM OF LICENSE

     The above-described right to
resell in Greater China is for the calendar year 2014 only, however, this term
of exclusivity will be automatically renewed annually, subject to mutual
agreement by both parties and upon placement in each of the prior calendar year
of the required minimum purchases from LICENSOR of YolexuryTM branded formula
product, which minimums are referred to herein as the annual YolexuryTM Minimum
Order Quantities (YMOQ).

     The annual YMOQ that must be met
for each the next two years in Greater China is as follows:

2014 YMOQ 400,000 750ml
bottles

2015 YMOQ 450,000 750ml bottles


     The YMOQ beyond 2015 will be
established by mutual agreement of the Parties.

     YMOQ is defined as submitting
both a Purchase Order and the required initial deposit associated with the
Purchase Order as defined by the terms of the Purchase Order by December
31st of each calendar year. For purposes of satisfying the terms of
this exclusive Resell Agreement, one Travel Pack box of 30 1oz packages of
YolexuryTM may be substituted for one 750ml bottle of YolexuryTM . The YMOQ for
Countries other than Greater China shall be as established by mutual agreement
between the parties. However, Licensor shall not grant rights to YolexuryTM in
any country to any other party so long as LICENSEE continues to meet the agreed
upon YMOQs.

     Each year in which the YMOQ is
met, the LICENSEE shall retain its right of resale and will have the exclusive
right to resell YolexuryTM for the succeeding next calendar year as the exclusive
reseller of YolexuryTM. If the YMOQ is not met in any calendar year, then
LICENSEE shall not have the exclusive right to YolexuryTM in the succeeding next
calendar year. In addition, LICENSOR shall have the right to terminate the right
to resale and this Agreement upon the occurrence of any events stipulated in
SECTION FOUR of this Agreement. The YMOQ for each year will be established by
mutual agreement between the parties for each country. LICENSOR reserves the
right, but shall not be obligated to adjust downward the annual YMOQ at any time
if market conditions are deemed by LICENSOR to have changed adversely.

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SECTION THREE.

BEST MARKETING EFFORTS

     LICENSEE shall exercise its “Best
Efforts” to maximize its marketing efforts and selling efforts to increase the
sales of YolexuryTM during the term of this Agreement. Further, LICENSEE shall
continue to work with and fund the research of Dr. Gary Booth in order to bring
the maximum exposure and positive influence of YolexuryTM throughout the
world.

SECTION FOUR.

TERMINATION

This Agreement will terminate upon the occurrence of any of the
following events:

	 	a. 	
      LICENSEE fails to satisfy its accounts payable debts to
      LICENSOR as defined by the terms of Purchase Orders.

	 	b. 	
      Annual YMOQ are not met during any calendar year (subject
      to terms of SECTION 2).

	 	c. 	
      LICENSEE enters into bankruptcy, ceases to be in business
      for any reason, commits an act of fraud or is involved in a dispute which
      would negatively and permanently damage the YolexuryTM brand in any country
      to which LICENSEE has been given exclusive rights.

	 	d. 	
      LICENSEE attempts to add to or modify the YolexuryTM
      formula or repackage the liquid in any form other than as purchased from
      LICENSOR.

	 	e. 	
      LICENSEE attempts to manufacture or purchase YolexuryTM or
      any variant thereof from any source other than LICENSOR.

	 	f. 	
      LICENSEE attempts to redistribute YolexuryTM product to
      any person, subsidiary, sublicense or any entity other than individual
      distributors of Joymain International Development Group, Inc.

	 	g.	
      LICENSEE ceases to sell into the Direct Selling Channel in
      China.

	 	h.	
      Both LICENSEE and LICENSOR mutually agree to terminate the Agreement.



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SECTION FIVE. 

GOVERNING LAW

     It is agreed that this Agreement
shall be governed by, construed, and enforced in accordance with the laws of the
State of Utah, USA. In the event a dispute, the Parries hereby consent to the
jurisdiction of the courts of the State of Utah, USA.

SECTION SIX.

ENTIRE AGREEMENT

     This Agreement constitutes the
entire agreement between the parties and any prior understanding or
representation of any kind preceding the date of this Agreement shall not be
binding on either party except to the extent incorporated in this Agreement.

SECTION SEVEN.

MODIFICATION OF AGREEMENT

     Any modification of this
Agreement or additional obligation assumed by either party in connection with
this Agreement shall be binding only if evidenced in writing signed by each
party or an authorized representative of each party.

SECTION EIGHT. 

NOTICES

     All notice, requests or other
necessary communication information provided for or concerning this Agreement
should be sent in writing form in person or by mail to the designated contact
with address specified by the Parties, or be faxed to the designated contact
with fax number specified by the Parties, or be sent by E-mail to the specified
E-mail addresses. (In case a certain Party’s mailing address, fax number or
E-mail recipients are subject to change, one shall promptly notify the other
Party in writing, otherwise the variation of contact information will be deemed
invalid) 

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SECTION NINE. 

ATTORNEY FEES

     In the event that any lawsuit is
filed in relation to this Agreement, the unsuccessful party in the action shall
pay to the successful party, in addition to all the sums that either party may
be called on to pay, a reasonable sum for the successful party’s attorney fees,
court costs and other expenses associated with the lawsuit as set forth by the
court.

SECTION TEN.

ASSIGNMENT OF RIGHTS

     The rights of each party under
this Agreement are personal to that party and may not be assigned or transferred
to any other person, firm, corporation, or other entity without the prior,
express, and written consent of the other party hereto.

	LICENSOR 	LICENSEE 
	 	 
	_________________________	____________________________
	Phillip C Hutchings 	Jian(David) Shao 
	CEO 	Chief Business Development Officer 
	Right Fortune International Limited. 	Joymain International Development Group, Inc.
    
	 	 
	 	 
	 Date: 	Date: 


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