ODM
- SUPPLY AGREEMENT


 





 



 


BETWEEN:


 


ORGANIC
PREPARATIONS INC.


2nd
Floor, Transpacific Haus


Lini
Highway, Port Vila. Vanuatu


“the
Manufacturer”


 


--
AND --


 


AGAPE
ATP INTERNATIONAL HOLDING LIMITED


Unit
05, 4F, Energy Plaza


No.
92, Granville Road


Tsim
Sha Tsui East


Kowloon,
Hong Kong


“the
Customer”


 




    	 	 	 



    	 



    

 


ODM
SUPPLY AGREEMENT


 


THIS
AGREEMENT is made on the 15th day of January 2018.


 


	BETWEEN:
    	ORGANIC
    PREPARATIONS INC.
	 	2nd
    Floor, Transpacific Haus
	 	Lini
    Highway, Port Vila. Vanuatu
	 	(‘the
    Manufacturer’) of one part
	 	 
	AND:	AGAPE
    ATP INTERNATIONAL HOLDING LIMITED
	 	Unit
    05, 4F, Energy Plaza
	 	No.
    92, Granville Road
	 	Tsim
    Sha Tsui East
	 	Kowloon,
    Hong Kong
	 	(‘the
    Customer’) of the other part.


 


RECITALS


 


	 	a.	The
    Manufacturer wishes to appoint the Customer to be the sole and exclusive agent for the promotion, sales, marketing distribution
    and administration of the Products listed in schedule A of this agreement.
	 	b.	The
    Manufacturer and the Customer wish to record their agreement under the stipulations of this Agreement.


 


NOW
IT IS AGREED as follows:-


 


	1.	TERMS
    OF AGREEMENT
	 	 
	1.1	Commencement
	 	 
	 	This
    agreement commences upon execution of this document.
	 	 
	1.2	Term
	 	 
	 	This
    agreement is for a term of ten (10) years.
	 	 
	1.3	Renewal
	 	 
	 	This
    agreement will be automatically renewed at the end of every ten (10) year term, with each subsequent term of renewal being
    for a ten (10) year term. A six (6) months notice must be given by either party of their intention to terminate relations
    due to any reason other than breach of this agreement.


 




    	 	ODM Supply Agreement	2
	 	Organic Preparations INC. & Agape ATP International Holding Limited	 



     


    

 


	2.	PROVISION
    OF DOCUMENTATION
	 	 
	2.1	Provision
    by the Manufacturer
	 	 
	 	The
    Manufacturer agrees to supply to the Customer, within a reasonable period of time, all documentation and information relating
    to the Products and their Manufacture as is required for the registration of the Products in the Territories as listed in
    Schedule C of this document. The party responsible for documentation fees and costs will be the Customer.
	 	 
	2.2	Provision
    by the Customer
	 	 
	 	The
    Customer agrees to supply to the Manufacturer at its own expense, within a reasonable period of time, all documentation and
    information as is reasonably required by or would be beneficial to the Manufacturer in the performance of its obligations
    under this agreement.
	 	 
	3.	COVENANTS
    BY THE MANUFACTURER
	 	 
	3.1	Compliance
    with Local Laws and Regulations
	 	 
	 	The
    Manufacturer covenants that it is and will remain for the term of this agreement in compliance with any and all Local Laws
    and Regulations. This includes without limitation laws relating to business practice, workplace relations, safety and taxation.
	 	 
	3.2	Manufacturing
    standards
	 	 
	 	The
    Manufacturer covenants that it is and will remain for the term of this agreement in compliance with all International standards
    in production and manufacturing.
	 	 
	3.3	Packaging
	 	 
	 	The
    Manufacturer covenants that it is and will remain for the term of this agreement in compliance with any and all packaging
    laws and regulations in all of the Territories.
	 	 
	3.4	Ability
    to Perform
	 	 
	 	The
    Manufacturer covenants that it is willing and able to perform any and all of its obligations under this agreement.
	 	 
	3.5	Intellectual
    Property
	 	 
	3.5
    (a) 	The
    Manufacturer covenants that the Products are clear of any Intellectual Property claims by third parties and that the Customer
    has full rights to sell and market the Products worldwide. The Manufacturer indemnifies the Customer for the same.


 




    	 	ODM Supply Agreement	3
	 	Organic Preparations INC. & Agape ATP International Holding Limited	 



     


    

 


	3.5
    (b)	The
    composition of the below individuals is also relevant and related to the Intellectual Property of the Manufacturer.
	 	 
	 	The
    following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual
    Property of The Manufacturer:


 


	 	1.	Dr
    Lily Tomas
	 	2.	Dr
    Bernd Friedlander
	 	3.	Mr
    Markus Eistert
	 	4.	Dr
    Ed Smith
	 	5.	Mr
    Vic Cherikoff
	 	6.	Dr
    Pavel Yutsis
	 	7.	Dr
    Michael Tirant
	 	8.	Mr
    Frank Ellis
	 	9.	Mr
    Peter Davids
	 	10.	Dr
    Rutledge Taylor


 


	 	The
    list shall be expanded and added to in future addendums to this agreement.
	 	 
	3.6	Sale
    of Product
	 	 
	 	The
    Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this
    agreement) to any other party without prior written consent of the Customer.
	 	 
	4.	COVENANTS
    BY THE CUSTOMER 
	 	 
	4.1	Compliance
    with Local Laws and Regulations
	 	 
	 	The
    Customer covenants that it is and will remain for the term of this agreement in compliance with any and all Local Laws and
    Regulations. This includes without limitation laws relating to business practice, workplace relations, safety and taxation.
	 	 
	4.2	Ability
    to Perform
	 	 
	 	The
    Customer covenants that it is and will remain for the term of this agreement willing and able to perform any and all of its
    obligations under this agreement.
	 	 
	4.3	Market
    Penetration
	 	 
	 	The
    Customer covenants to give its best endeavours to establish and develop a market for the Products in the Territories with
    maximum market penetration.


 




    	 	ODM Supply Agreement	4
	 	Organic Preparations INC. & Agape ATP International Holding Limited	 



     


    

 


	5.	SHIPPING
    AND PAYMENT TERMS
	 	 
	5.1	Shipping
	 	 
	 	Products
    delivered pursuant to the terms of this Agreement shall be suitably packed for shipment in the Manufacturer’s standard
    shipping cartons, marked for shipment to the destination specified in the Customer’s Purchase Order, and delivered to
    the destination Ex Works. The Customer agrees to pay freight, insurance and any associated expenses. The Customer agrees to
    help the Manufacturer select the most appropriate carrier for each of the Territories. All freight, insurance, and other shipping
    expenses shall be paid by the Customer.
	 	 
	5.2	Guarantee
    of packaging quality
	 	 
	 	The
    Manufacturer further guarantees that the Products, when shipped, are packaged in such a way as to be protected from any foreseeable
    damage during shipment.
	 	 
	5.3	Rejection
    of defective products
	 	 
	 	The
    Customer shall inspect all Products promptly upon receipt thereof and may reject any defective Product, provided that the
    Customer shall within seven (7) days after receipt of such alleged defective Product, notify the Manufacturer of its rejection
    and either:


 


	 	(i)	request
    to destroy in field for credit of the value of the defective product and the associated shipping costs (with approval), or
	 	(ii)	request
    a Return Material Authorization (“RMA”) number and within seven (7) days of receipt of the RMA number from the
    Manufacturer return such rejected Product to the Manufacturer.


 


	 	Products
    not rejected within the foregoing time periods shall be deemed accepted by the Customer.
	 	 
	 	In
    the event that the Manufacturer determines that the returned Product is defective and properly rejected by the Customer, the
    Manufacturer shall credit to the Customer the value of the defective product and the associated shipping costs.


 


	5.4	Payment
    terms
	 	 
	 	Unless
    separate payment terms are agreed to outside of this Agreement by both parties in writing, payment terms will be as follows:


 


	 	(i)	50%
    of the Total Order Cost must be paid on placement of the customer’s order.
	 	(ii)	The
    remaining 50% of the total order cost must be paid prior to the goods leaving the warehouse of the manufacturer. The Manufacturer
    will notify the Customer when the goods are ready for shipment prior to the goods leaving the warehouse.


 




    	 	ODM Supply Agreement	5
	 	Organic Preparations INC. & Agape ATP International Holding Limited	 



     


    

 


	6.	INDEMNITY
    / INSURANCE
	 	 
	6.1	The
    Manufacturing Companies utilised by the Agent to manufacture the products listed in Schedule A of this agreement shall maintain
    throughout the term of this agreement product liability insurance issued by a reputable insurance company under standard terms
    and conditions in the industry to cover the liability of the Customer and to indemnity the Customer from any costs, expenses,
    loss or damages resulting from any act, neglect or default of the company.
	 	 
	6.2	The
    Customer shall at all times during the term of this agreement maintain product liability insurance, covering all products
    sold by the Manufacturer to the Customer and which policy shall name the Manufacturer as Additional Insured.
	 	 
	7.	BREACH
    / TERMINATION
	 	 
	7.1	Notice
    of Breach
	 	 
	 	Each
    party has an obligation to notify immediately the other party of any breach of this agreement.
	 	 
	7.2	Rectification
    of Breach
	 	 
	 	Where
    the breach is rectifiable, the breaching party has 21 days from the date of notification of its breach to rectify. Following
    the expiry of this period, the non-breaching party may execute any rights it may have both in law and under this agreement.
	 	 
	7.3	Rights
    to termination
	 	 
	 	Without
    prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement
    each party shall have the right to summarily terminate this Agreement:


 


	 	(a)	On
    the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching
    party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice.
	 	 	 
	 	(b)	On
    the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor’s
    assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays).
	 	 	 
	 	(c)	On
    either party for any reason (other than a default of the other party) being substantially prevented from performing or becoming
    unable to perform its obligations under this agreement.
	 	 	 
	 	(d)	On
    either party assigning or attempting to assign this agreement without the prior written consent of the other party.


 




    	 	ODM Supply Agreement	6
	 	Organic Preparations INC. & Agape ATP International Holding Limited	 



     


    

 


	 	(e)	If
    control of either party shall pass from the present shareholders or owners or controllers to other persons whom the other
    party shall in their absolute discretion regard as unsuitable.
	 	 	 
	 	(f)	Either
    parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the
    company or its ownership or active management is changed in any other manner.
	 	 	 
	 	 	The
    termination of this agreement shall be without prejudice to the rights of either party to payment or other claims due or accrued
    up to the termination of this agreement.


 


	 	For
    termination to be effective, written notice of termination must be served on the other party. Where valid, termination takes
    effect immediately upon service.
	 	 
	8.	ARBITRATION
	 	 
	8.1	Any
    and all disputes, claims or differences arising out of or relating to this agreement or the alleged breach thereto shall be
    settled by mutual consultation between the parties in good faith as promptly as possible but failing such amicable settlement,
    shall be decided by Arbitration by the Arbitration Committee of the International Chamber of Commerce located in Switzerland.
	 	 
	8.2	The
    language to be used in the Arbitration proceedings shall be English.
	 	 
	8.3	The
    award/decision of the Arbitration Committee shall be final and binding on both the parties and enforceable in any jurisdiction.
	 	 
	9.
    	COSTS
	 	 
	 	Each
    of the parties shall bare its own legal costs and expenses incurred by it in connection with this agreement and any stamp
    duty payable under this agreement shall be borne by equally by both parties.
	 	 
	10.	GOVERNING
    LAW
	 	 
	 	This
    agreement shall be governed by the Laws of England (English common and statutory Law).
	 	 
	11.	INTELLECTUAL
    PROPERTY
	 	 
	 	The
    Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as
    well as to the book ‘How to Achieve Super Health beyond 2000 – Advanced Edition’


 




    	 	ODM Supply Agreement	7
	 	Organic Preparations INC. & Agape ATP International Holding Limited	 



     


    

 


	12.	TRANSFER
    OF INTELLECTUAL PROPERTY
	 	 
	 	The
    Manufacturer agrees to offer the Customer the first right of refusal to purchase the intellectual property for the products
    listed in Schedule A of this agreement based upon agreed terms.
	 	 
	13.	APPOINTMENT
    AND GRANT OF LICENSE
	 	 
	13.1	The
    Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution
    and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements
    as listed in Schedule B of this agreement.
	 	 
	13.2	The
    Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement
    and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B.
    of this agreement.
	 	 
	14.	MISCELLANEOUS
    PROVISIONS
	 	 
	14.1	Notice
	 	 
	 	Any
    notice to be served under this agreement must be served by sending it to the usual business address of the recipient by ordinary
    mail, facsimile, or personal delivery, and in the case of ordinary mail service will be deemed to occur one (1) day after
    the date of posting, and in all other cases deemed to occur on the same day.
	 	 
	14.2	Entire
    Agreement
	 	 
	 	This
    agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior
    agreements relating thereto, written or oral, between the parties. Amendments to this agreement must be in writing, signed
    by the duly authorized officers of the parties. The terms of any purchase order are expressly excluded
	 	 
	14.3	Conflicting
    Terms
	 	 
	 	The
    parties agree that the terms and conditions of this agreement shall prevail, notwithstanding contrary or additional terms,
    in any purchase order, sales acknowledgment, confirmation or any other document issued by either party effecting the purchase
    and/or sale of Products.
	 	 
	14.4	Severability
	 	 
	 	If
    any provision of this agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions
    will nevertheless remain in full force and effect. The parties agree to renegotiate in good faith those provisions so held
    to be invalid to be valid, enforceable provisions which provisions shall reflect as closely as possible the original intent
    of the parties, and further agree to be bound by the mutually agreed substitute provisions.


 




    	 	ODM Supply Agreement	8
	 	Organic Preparations INC. & Agape ATP International Holding Limited	 



     


    

 








	14.5	No
    Implied Waivers
	 	 
	 	The
    failure of either party at any time to require performance by the other of any provision hereof shall not affect the right
    of such party to require performance at any time thereafter, nor shall the waiver of either party of a breach of any provision
    hereof be taken or held to be a waiver of a provision itself.


 


	14.6	Assignment
	 	 
	 	The
    Manufacturer may not transfer or assign any of its rights or obligations under this agreement without the prior written consent
    of the Customer. The Customer may not freely transfer or assign its rights or obligations under this agreement without the
    prior written consent of the Manufacturer. Subject to the foregoing, this agreement will be binding upon and inure to the
    benefit of the parties hereto, their successors and assignees.


 


	14.7	Force
    Majeure
	 	 
	 	Neither
    party to this agreement is liable to the other for a breach of this agreement when the breach is as a result of the occurrence
    of one of the events below:


 


	 	(i)	The
    outbreak of hostilities (whether or not accompanied by any formal declaration of war), riot, civil disturbance, or acts of
    terrorism; or
	 	(ii)	The
    act of any government or competent authority (including the cancellation or revocation of any approval, authority or permit);
    or
	 	(iii)	 Fire, explosion, flood, inclement weather, or natural disaster; or
	 	(iv)	The
    declaration of a state of emergency or the invocation of martial law having an effect on commerce generally; or
	 	(v)	Industrial
    action (including strikes and lock-outs) that is of a widespread nature affecting the Principal solely or the industry or
    sector of which the Principal is a part (whether in a vertical sense or horizontal sense); or
	 	(vi)
    	Any
    other cause, impediment or circumstance beyond the reasonable control of any party.


 


	 	Where
    the occurrence of one of the above events is to any extent as a result of an act or omission of the breaching party, this
    section will not apply.


 


	14.8	New
    Products Designed, Formulated and Supplied by the Manufacturer


 


	 	The
    Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer
    with one new product each quarter for a minimum of four (4) new products per year. The Manufacturer agrees to give the Customer
    exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products.


 




    	 	ODM Supply Agreement	9
	 	Organic Preparations INC. & Agape ATP International Holding Limited	 



     


    

 


	14.9	Other
    products outside of the product range listed in schedule A of this document


 


	 	The
    Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other
    product outside of the products listed in Schedule A of this agreement in line with the following assumptions:
	 	 
	 	That
    they are non-competing products to the range of products or those products listed in schedule A of this agreement.


 


	14.10	HOW
    TO ACHIEVE SUPER HEALTH BEYOND 2000 – ADVANCED EDITION BOOK


 


	 	The
    Manufacturer has appointed the Customer the copyright holder of both the English and the Chinese version of the book How to
    achieve Super Health beyond 2000 – Advanced Edition, authored by Frank D.P. Ellis and Dr. Michael Tait M.D. This appointment
    shall be deemed valid provided the Customer fulfils and maintains the criteria of this agreement.
	 	 
	 	The
    Customer will provide the Manufacturer with prior notification of printing runs of the book and the quantity of books to be
    printed in each run. The Customer will compensate the Manufacturer the amount of AUS $1.00 per book prior to printing. 


 




    	 	ODM Supply Agreement	10
	 	Organic Preparations INC. & Agape ATP International Holding Limited	 



     


    

 





	 	 	EQUITY
    HOLDINGS LIMITED
	 	 	by
    the duly authorised Officer:
	__________________________________	 	____________________________
	 	 	 
	Common
    Seal of Organic Preparations INC. 

was hereunto affixed in the presence of	 	Duly
                                         authorized to sign on behalf 

        of
        Organic Preparations INC.



 


Date
15 JANAURY, 2018


 


In
the presence of:


 


	Witness
    Signature ____________________	 	Date
    15 JANAURY, 2018


 


Witness
Name Mercy Saula


 


Address
2nd Floor, Transpacific Hous, Port Vila, Vanuatu.


 


Signed
under common seal of Agape ATP International Holding Limited with authority of the board.





 


	Signature
    ______________	 	
	 	 	
	Name
    How Kok Choong	 	______________________
	 	 	Common
    Seal of
	 	 	Agape
    ATP International Holding Limited
	Date
    31 JANAURY, 2018	 	


 


In
the presence of:





 


	Witness
    Signature ___________________________	 	Date
    31 JANAURY, 2018


 








Witness
Name Ku Suat Hong





 


Address
17-1, 17-2, 17-3, 17-4, Wisma Laxton, Jalan Desa,Taman Desa, Off Jalan Klang Lama, 58100 Kuala Lumpur.


 




    	 	ODM Supply Agreement	11
	 	Organic Preparations INC. & Agape ATP International Holding Limited	 



     


    

 


SCHEDULE
A – The Products at Commencement


 


Product
names:


 


ATP
1S Survivor Select


ATP
2 Energized Mineral Concentrate


ATP
3 Ionized Cal-Mag


ATP
4 Omega Blend


ATP
5 BetaMaxx


AGP
1 Iron


YFA
Young Formula


ORYC
Organic Soap


 


SCHEDULE
B – Minimum Annual Product Performance Requirements


 


Performance
targets have been discussed between the Manufacturer and the Customer to determine fair and reasonable performance targets.


 


Minimum
Annual Product Performance Requirements are listed below:


 


	Product
    Name:	 	

        Agreed
        Quantity of Units to be purchased per Annum:

        

	 	 	 
	ATP
                                         1 S Survivor Select

        150gm
        packaged
	 	15,000
	 	 	 
	ATP
                                         2 Energized Mineral Concentrate

        29.5mL
        packaged
	 	20,000
	 	 	 
	ATP
                                         3 Ionized Cal-Mag

        114gm
        packaged
	 	15,000
	 	 	 
	ATP
                                         4 Omega Blend

        250mL
        packaged
	 	15,000
	 	 	 
	ATP
                                         5 BetaMaxx

        150gm
        packaged
	 	15,000
	 	 	 
	AGP
                                         1 Iron

        29.5mL
        packaged
	 	1000
	 	 	 
	YFA
                                         Young Formula

        450gm
        packaged
	 	3000
	 	 	 
	ORYC
                                         Organic Soap

        150gm
        packaged
	 	2500



 






    	 	ODM Supply Agreement	12
	 	Organic Preparations INC. & Agape ATP International Holding Limited	 



     


    

 


SCHEDULE
C – THE TERRITORIES


 


The
Territories consisting of the following Countries:


 


Global
– All countries


 




    	 	ODM Supply Agreement	13
	 	Organic Preparations INC. & Agape ATP International Holding Limited