Joymain International Development Group Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






DISTRIBUTION COOPERATION
CONTRACT
Between


JOYMAIN INTERNATIONAL DEVELOPMENT
GROUP, INC. (herein after referred to as “JM” or “Distributor”)

Address: 2451 NW 109TH AVE , Suite # 9 
Miami, FL
33172
Phone:                   
786-232-3083
Fax:                        
786-233-7098
Email:                    
 David@joymainlife.com with copy to

elsa.pconsilium@gmail.com
Principle Contact: David Shao,
Manager
and

RIGHT FORTUNE INTERNATIONAL LIMITED. (herein
after referred to as “ RF” or “Supplier”)
Address: 1957 S. Knolls
St.
George, UT
84790
Phone:                  435-215-9632
Fax:                      
 435-215-2525
Email:                     Phil@RightFortune.com with copy to
 info@RightFortune.com
Principle Contac: Phillip C.
Hutchings, Manager

This Agreement is made as of the 25th day
of June 2014, by and between the aforementioned parties in respect of entering
into the distribution business of Yolexury branded 750 ml bottles and Yolexury
Travel Packs (herein after referred to as “Products”). Both Parties hereby agree
that once the Exclusive Right of Resell Agreement (See Attachment 1) be signed
by both Parties, JM will be authorized with the exclusive distribution right to
China, Hong Kong, Macau, and Taiwan (herein after referred to as “Greater
China”) which means without written consent of JM, RF should not sell the
Products to any other party including but not limited to an individual,
corporation, association, limited liability company, joint venture,
unincorporated organization or other entity or organization in aforementioned
areas. 

The business relationship between the
parties is outlined as follows: 

1. GENERAL TERMS OF
AGREEMENT

1.1 MANUFACTURING STANDARDS

	(a) 	
      Good Manufacturing Practice (GMP) – RF makes the
      commitment that all products produced under this agreement will be
      produced by manufactures meeting GMP standards and qualifications. As
      proof of certification, RF will provide JM with two original signed and
      notarized GMP Certificates annually for each manufacturer producing goods
      under this agreement. Any product standards in addition to U.S.A. GMP
      standards must be submitted in English by JM at the time of each
    order.



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	(b) 	
      Product Requirement – RF will manufacture products
      in strict accordance with Purchase Orders placed by JM. RF will be
      responsible for assuring that manufacturing and packaging is completed
      within USA standards and practices. Any product not deemed acceptable by
      reason of variation from standards outlined in this agreement or not
      according to USA standards and common practices for manufacturing will be
      replaced by RF. Notice of non-acceptance and reason for non-acceptance
      must be made by JM prior to or at pick up of product at manufacturer’s
      dock. It is agreed that RF has no control of and no responsibility for any
      damage to product after pick up at manufacturer’s dock.

	(c) 	
      Certificate of Free Sale and Sanitation (CFS) – RF
      makes the commitment that all products produced under this agreement will
      be produced by manufacturers meeting CFS standards and qualifications. As
      proof of manufacturer certification, RF will provide JM with two original
      signed and notarized CFS Certifications annually for each manufacturer
      producing goods under this agreement.

	(d) 	
      Guarantee of Quality of Product and Ingredients –
      RF makes the commitment that all products and ingredients shall be of the
      highest quality. As proof of guarantee of quality, each product is tested
      scientifically. The details of this testing is in (e) below. In the event
      that product quality is challenged by JM after pick up by JM, a sample of
      the non- acceptable product shall be sent to RF via courier for
      examination with the detailed reason for unacceptable quality. Proof of
      sample product lot # and production date must also be provided by JM. It
      is agreed by both parties that RF cannot control shipping conditions,
      product storage conditions or time of opening of product bottle or JM
      storage or customer storage and use conditions. No product quality
      challenge will be considered for product lots that have reached the expire
      date listed on the Certificate of Analysis for that product lot. To
      facilitate any question regarding quality, RF will provide test of sample
      couriered by JM and a test of a product sample of the same lot and
      production date that has been stored at the factory (retains). Copies of
      these test results will be provided to JM. If the results of both tests
      show product to be defective, product for that lot will be replaced by RF
      at RF expense.

	(e) 	
      Product Testing – As part of its guarantee of
      providing the highest quality product to JM, each lot of product produced
      is tested by the manufacturer and a third party lab. Two signed original
      Certificates of Analysis (CofA) will be provided to JM. In addition to the
      manufacturer testing, a Third Party Laboratory is engaged to test the
      nutrition panel elements. Scanned copies of each report will be provided
      to JM for review in advance of the pickup of each order. All testing is
      completed according to GMP manufacturing practices to meet USA standards.
      Any requests for variance in testing process must be made at the time of
      product order and will require provision of detailed testing procedures in
      English. These requests will be reviewed by the manufacturer and the third
      part lab to assure that the tests and analysis can be completed
      properly.

	(f) 	
      Variance In Production and Testing Standards – It
      is understood by both parties that JM has decided to purchase Yolexury
      from RF due to the outstanding quality of production at US Manufacturers.
      It is also understood that from time to time JM may request changes in
      requirements of the product in order to meet strict government standards
      in China. RF will work very hard to achieve any changes to requirements
      requested by JM. Changes in product standards, testing processes or
      requirements for particular results in addition to USA standards must be
      made at time of Purchase Order requiring additional standards or changed
      requirements. These changes should be detailed on the purchase order.
      Standards and variance specifics must be provided in English and include
      all details including ranges of acceptance for each requested change. RF
      will review the request with the manufacturer and determine if the
      standard/requirement can reasonable be met. RF will complete its review
      and discussions with the manufacturer and report the ability to meet the
      JM requested standard within 30 days of the detailed request by JM. The
      Yolexury product achieves its superior taste and benefits as a result of
      the use of unique ingredients sourced from around the world. Care is taken
      to assure that all fresh ingredients are harvested at the best time in a
      variety of locations. Both parties understand that due to the natural
      variance in raw, fresh ingredients at harvesting, final testing results
      may vary from product lot to product lot. RF will make every effort to
      assure that results are as consistent as possible for each product
    run.



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	(g) 	
      Guarantee of Quantity – RF will provide no less
      than and no more than 5% of quantity listed in the detailed purchase order
      as agreed by JM and RF. All documents issued in conjunction with a
      purchase order shall be accurate and consistent with quantity produced for
      that order.

	(h) 	
      Factory Inspection – JM has the right to conduct
      an on-site quality inspection to monitor production of Yolexury juice in
      RF manufacturer’s factory at any time after the production date is fixed
      for an order. JM inspection will occur during regular business hours for
      factory. RF will make arrangements for the inspection and provide on-site
      technician to work with JM staff during the quality inspection. RF will
      pay $ 5,000 USD toward actual JM inspection cost per year for inspection
      tour cost once inspection is arranged.

	(i) 	
      Force Majeure – Both parties shall not be held
      responsible for delay or breach of a product order under this agreement
      due to acts of war, fire, flood, typhoon, earthquakes and other natural
      disasters or events agreed by both parties as an act of force majeure. In
      such case the affected party will advise the other party immediately of
      the occurrence. Within 14 days, the affected party shall provide proof of
      the occurrence. Such proof may include certificate of the event issued by
      Competent Government Authority or other similar proof such as news
      coverage from national media or other reasonable proof. Both parties will
      take all necessary measures to fulfill the agreement. Prior to breach of
      this agreement and cancellation of a product order due to force majeure,
      both parties agreed to work together to achieve a delivery date and
      circumstance that is acceptable to both parties. If no mutual agreement
      for delay of the order is achieved within 12 weeks after the notice given
      by the affected party, the product order shall be cancelled with no
      penalty to either party.

	(j) 	
      Governing Law and Dispute Resolution – This
      agreement shall be governed by the laws of the state of Utah, without
      regard to the principle of conflict laws thereunder. All disputes between
      the Parties arising out of or relating to this agreement shall be settled
      in a friendly manner through negotiations. In case no settlement can be
      reached, the case may then be submitted for binding arbitration within the
      state of Utah. A single auditor shall be selected according to the
      arbitration rules set by the chosen arbitrator. The arbitration shall be
      conducted in English. The resolution of any dispute shall be
      non-appealable, final and conclusive on the Parties to such dispute and
      may be enforced and entered as a judgment in any court of law with
      jurisdiction thereof.

	(k) 	
      Language of this Agreement – The recognized
      language for this agreement and interpretation of this agreement shall be
      English.



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	(l) 	
      Modification – Any changes to the terms,
      conditions and clauses of this agreement must be agreed by both parties.
      Any modification shall be agreed in writing will become effective upon
      signing and chopping of the appendix by both parties.

	(m) 	
      Unfinished Matters – any unfinished matters in
      this agreement may be settled separately in an additional appendix which
      must be signed and chopped by both parties. In case of conflict, any
      jointly signed appendix shall prevail over corresponding items in this
      agreement.

	(n) 	
      Term – This agreement shall remain valid until one
      year from the date of this agreement. The parties may agree (in writing)
      to annual extensions thereafter. It is agreed that JM will make no attempt
      to reproduce or recreate the Yolexury formula in any way. Any attempt by
      JM (or JM affiliates or directed by JM) to recreate the formula pertaining
      to the product known as Yolexury will violate not only this agreement but
      also strict laws in the United States of America. It is also agreed that
      RF as the right to pursue financial remedy if such a violation
    occurs.

	(o) 	
      Copy - This agreement is made out in four original copies
      and each party holds two.



PRODUCTION ORDERS 

	 	
      Individual product orders shall be
agreed by issuance and acceptance of a purchase order. Purchase Orders are
executed according to the General Terms of this Agreement and the details
received on the purchase order. JM and RF have established a regular process for
handling, documents and provision of purchase orders for product. Process and
documentation for PO 20140218NJ (not necessarily pricing) shall serve as
standard example for future purchase orders unless changed by both parties.
	(a) 	
      Items detailed on each purchase order – Items
      included in each purchase order shall include quantity, price per unit,
      date that product available for pick up is requested and any details or
      requests that are different than those outlined in this agreement. To
      assist in efficient purchase order processing both parties agree that all
      terms and conditions in this agreement are assumed and in effect for each
      purchase order unless a change is requested and agreed. There is no need
      to restate the terms of this agreement in each purchase order.

	(b) 	
      Purchase Order Acceptance – RF may have up to two
      weeks to accept or reject a purchase order from JM. Any reason for
      rejection will be provided to JM.

	(c) 	
      Ingredient List – To assure quality and
      consistency it is agreed that each purchase order will be made according
      to ingredient list PA10744-R9. Any changes to ingredient list must be
      agreed by both parties. As per Formula Ingredient List PA10744-R9,
      preservative levels of manufactured product must be not more than 325mg/kg
      of Ascorbic Acid and not more than 250mg/kg of Benzoic Acid as tested by
      Third Party Laboratory by US Standards. Any costs for development or
      testing of any changes to PA10744-R9 shall be paid by JM. Preservatives
      shall not exceed the amounts listed in PA10744-R9 and are detailed in the
      ingredient list to guarantee product quality. Any changes to ingredient
      list after the acceptance of the purchase order by RF must be agreed. RF
      will use best effort to make any change requested. JM may not reject
      product or cancel order if RF cannot make change requested by JM. JM may
      not reject product if reason for rejection is deemed to be related to the
      difference between the approved ingredient list and product
  label.



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      (d) 
	
      Product Packaging – All product packaging
      including product labels will be designed by JM and placed on die lines
      provided by RF. Any changes to packaging from previous order will incur
      additional charges. RF shall provide a proof for review and signature
      approval by JM for each piece of packaging. Final artwork for each order
      should be submitted by JM with the purchase order document. Any delays or
      additional costs in production due to JM change of artwork after signed
      proof is received by RF will be charged to JM and may not be used as a
      reason for cancellation of order or to levy penalties for lack of timely
      production. 

	
      (e) 
	
      Product Inspection – RF will make a comprehensive
      inspection to the goods with regard to quality and quantity and that goods
      are in compliance with this Agreement prior to pick up of product at
      manufacturer. JM representatives may make their own additional inspection
      at the loading dock prior to pick up. Packing Lists for each container and
      other documentation including quantity, weight and quality testing results
      will be provided to JM prior to pick up for JM additional review and
      verification. 

	
      (f) 
	
      Order Documents – for each purchase order, the
      following documents will be provided to JM. Scanned copies will be
      provided in advance of product pick up for JM review and originals in the
      number listed with each document will be sent via courier to JM within 10
      business days following product pick up. 

	
      1) 
	
      FULL SET OF CLEAN ON BOARD OCEAN BILL/L MADE OUT TO
      ORDER AND BLANK ENDORSED, MARKED FREIGHT TO COLLEGEC AND NOTIFYING
      NANJING JOYMAIN INDUSTRY DEVELOPMENT CO. LTD. 

	2) 	COMMERCIAL INVOICE (2 originals) 
	
      3) 
	
      PACKING LIST (1 signed original and 1 copy) JM
      Shipping Agent Representative signs and receives a copy of the Packing
      List signed by Manufacturer and JM Shipping Representative. 

	
      4) 
	
      CERTIFICATE OF ORIGIN (2 originals signed by the
      Chamber of Commerce). The relative information indicated on this
      certificate such as consignee and purchase order number must be provided
      and determined by JM and delivered to RF at the time Purchase Order is
      issued. 

	
      5) 
	
      FREE SALE CERTIFICATE – FOOD (OR CERTIFICATE OF
      FREE SALE) ISSUED BY DEPARTMENT OF HEALTH SERVICES OR APPLICABLE
      STATE GOVERNMENT AUTHORITY OR FDA IF POSSIBLE. As per General
      Terms of this agreement, two hand signed and notarized originals of the
      Certificate of Free Sale will be issued annually per product. If JM
      requires CFS to be provided with each order, that should be requested on
      the Purchase Order from JM. JM will pay costs of any documents requested
      that are in additional to the annual CFS provided certificate by RF.
    

	
      6) 
	
      CERTIFICATE OF NON-WOODEN PACKING ISSUED BY
      MANUFACTURER OR IPPC MARK SHOULD BE SHOWN ON THE WOODEN PACKING AND
      PURCHASE ORDER DOCUMENTS ISSUED MUST CERTIFY TO THIS EFFECT.
      

	
      7) 
	
      THIRD PARTY TESTING DOCUMENTS (2 signed originals
      per product lot) - As required by the CIQ/Entry & Exit Quarantine
      Bureau of the People’s Republic of China, Lab Test report of the nutrition
      facts issued by an authoritative third party test institution will be
      provided. Test result for items included on the nutrition panel of the
      label of the product will be provided. Third party test institution
      reports issued for PO # 20140218NJ will serve as the example of items to
      be tested. If other tests are required, this request should be included in
      JM purchase order. All testing is performed by US Lab using US Standard
      Testing methods. RF, manufacturer and third party institution have no
      knowledge of ever changing CIQ or other Chinese testing standards or
      methods and cannot perform tests by methods not known and understood. All
      certificates and production of product relate to Formula No: PA10744-R9.
      JM will pay for cost of all third party institution
  testing.



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	8) 	
      MARKINGS ON PRODUCT CONTAINERS - Only Lot number
      and Production Date should be shown on the bottom of each 750ml bottles
      and gel pack (for Travel Pack orders). Production Date will be stated in
      format YYYY/MM/DD. It is understood by RF that product expiration
      information is listed within label artwork provided by JM. RF Manufacturer
      Expiration Date is advised on Certificate of Analysis for each
  Lot.

	9) 	
      HEALTH CERTIFICATE (Two Originals signed and
      stamped by Chamber of Commerce) Health Certificate provided for PO
      20140218NJ shall be accepted as format for all Purchase Orders.

	10) 	
      COUNTRY OF ORIGIN AND MANUFACTURER NAME – this
      information shall be provided on Certificate of Origin and other documents
      as requested.

	11) 	
      OTHER DOCUMENTS OR CERTIFICATES - RF will provide
      other documents or certificates verifying product and product order
      details when requested during China Customs Clearing at destination
      port.

	12) 	
      PACKING – All goods stipulated in this agreement
      should be packed as per export standard. Goods shall be packed well and
      suitable for shipping long distance inland transportation and domestic
      venture inland transportation. RF will bear cost of any packing changes
      requested by JM before product has been picked up by JM shipping
      representative at manufacturer dock. JM shipping representative and
      Manufacturer shipping manager will work closely together in advance of the
      product pick up to coordinate all details of packing. Process and packing
      for PO 20140218NJ shall serve as an example of practice accepted by both
      parties.

	13) 	
      SHIPPING PACKAGE MARK – Manufacturer will provide
      markings on four surface of each cube or two surface of each cylinder. The
      shipping package mark should be kept clean, clear and strong, significant,
      waterproof and resist fading.

	14) 	
      SHIPMENT NOTIFICATION AND DELIVERY – Due to
      product quality testing (Post Production Microbial Test required by GMP
      and Third Party Institution Test required by JM and CIQ) the exact days of
      goods availability will vary. RF will commit to act in Good Faith to
      notify JM of the exact volume of goods so JM can order the container and
      shipping space. RF will direct manufacturer shipping department to provide
      all necessary information after final container loading for the Purchase
      Order. All shipping for purchase orders is EXWORKS. RF shall not bear
      responsibility of loss or damage once product is picked up by JM
      representative at the manufacturer dock or if JM fails to secure insurance
      after RF has provided documents for JM review and approval. Designated
      place of pick up for all product is manufacturer’s dock. In the event JM
      is not able to pick up product in a timely manner, JM shall bear the
      responsibility for making arrangements and cost for storage and
      transportation to storage for product and any late pick up penalties
      charged to RF by the manufacturer. Documents issued are considered final
      once product is moved from manufacturer’s dock. RF will make request to
      factory to adjust documents for pick up by JM from JM storage, but cannot
      guarantee this will be possible as order is considered final by the
      manufacturer on pick up from manufacturer dock. RF will provide an invoice
      for all payments due once the count and production charges are known. All
      orders must be paid in full by JM in a timely manner to allow payment to
      be received by RF and manufacturer. Proof of sending of payment to RF is appreciated, but may
      not be recognized by manufacturer to release product for pick up. At least
      6 business days in USA should be allowed from time of sending of wire
      transfer to RF to allow payment to reach manufacturer account.



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	15) 	
      INLAND TRANSPORTATION AND INSURANCE – RF will
      ensure that all goods stipulated in this agreement be timely and safely
      delivered for pick up at manufacturer’s shipping dock . Cost of losses of
      goods, inland transportation and insurance for product after pickup at
      manufacturer’s dock will be responsibility of JM.

	16) 	
      LATE DELIVERY AND PENALTY – RF will review
      purchase order from JM immediately upon receipt. Included in RF review
      shall be availability of ingredients and factory schedule needed to meet
      JM requested product delivery date. RF will make every effort to assure
      quick production and delivery of product under the purchase order.
      Acceptance of the purchase order is not a guarantee that product will be
      available on date requested by JM on purchase order. Production period may
      take as long as 12 weeks (excluding holiday periods) to manufacture and
      deliver. The twelve week production period will begin on full execution of
      purchase order document signified by receipt of signed/chopped purchase
      order document by both parties and receipt of deposit required by RF in RF
      bank account. Product delivery date will be discussed and agreed by both
      parties in Good Faith with the understanding that quality of product is
      top consideration and that production may not be rushed. RF will provide
      updates of production status throughout the production period similar to
      the current updates provided for PO 20140218NJ. In the event that there is
      a delay in product delivery beyond the twelve week period anticipated due
      to circumstances outside of RF control or force majeure, both parties will
      discuss problem in good faith and friendly manner to find a good solution.
      If product availability is delayed for more than 2 weeks beyond
      anticipated 12 week period, RF will pay a penalty of 2% of product order
      value for amount of goods not available within agreed period per week of
      delay. In the event that product order is delayed more than 10 weeks
      following 12 week production period, JM many cancel the order for any
      product not available to JM during that 22 week period. It is recognized
      that any product orders not already in production may be cancelled by JM
      and this agreement may be terminated by JM following conclusion of
      production and satisfactory timely delivery according to the terms of this
      agreement.



It is understood by both parties that
the production of product and import of same is a difficult and challenging
business. It is understood that RF cannot be responsible for changes in Chinese
law or inspection requirements once a purchase order has been accepted by RF. If
there is a change, JM will advise RF immediately in English of the changes and
RF will use best efforts to make product or testing changes needed, but cannot
guarantee change can be accomplished. Both parties agree to work productively
together to achieve good results in each order and the business relationship
overall.

This agreement is in effect at the time
that a fully executed agreement signed and chopped by authorized company
representatives for all future orders of product.

SIGNATURES WILL BE ON THE PAGE WHICH
FOLLOWS. 

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AGREED:

Date:

-----------------------------------------------
Jian
(David) Shao
Title: Chief Business Development Officer
Joymain
International Development Group, Ltd.


Date:

------------------------------------------------
Phillip C.
Hutchings
Manager
Right Fortune International Limited


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