EXHIBIT 10.2
DISTRIBUTION AGREEMENT
THIS AGREEMENT is dated as of April 12, 2017, by and between Camino Products,
LLC A Delaware Limited Liability Company (the "Company") located at 2075
Hathaway Ave, Westlake Village, CA 91362 and Global Quest Nutrients, LLC a
Colorado Limited Liability Company (the "Distributor") located at _9200 East
Mineral Ave. Ste 350, Centennial, CO 80104.
The parties agree as follows:
1. Appointment of Distributor.
1.1 Appointment. The Company hereby appoints the Distributor, and the
Distributor accepts such appointment, as a distributor of those products listed
on Schedule B attached hereto (the "Products") in the territory set forth on
Schedule A (the "Territory").
1.2 Sub-distributors. The Distributor shall have the right to appoint any number
of sub-distributors within the Territory to sell and distribute the Products,
provided that any and all such sub-distributors are identified in writing to the
Company and agree to be bound by at least all the restrictions imposed on the
Distributor herein, and the rights of such sub-distributors are made expressly
subject to the rights of the Distributor hereunder. All sub-distributor
candidates must be submitted to the Company for approval prior to the
Distributor signing any sub-distributor agreements.
1.3 Product Specifications. The Company will supply Products in accordance with
specifications , which the Company will make available to the Distributor upon
the Distributor's request. The Company and the manufacturers ("Manufacturers")
of the Products shall have the right, without the Distributor's approval or
consent, to make any changes, improvements or enhancements (a "Modification") to
the Products which the Company in its sole opinion determines. The Company will
promptly notify the Distributor of any Modification and will provide any
resulting changes to the Product specifications to Distributor.
1.4 Competitive Products. During the term of this Agreement, the Distributor
shall not, either directly or indirectly, develop, produce, promote or
distribute products or technology that are similar or competitive to the
Products.
2. Clinical and Testing Protocols. All clinical protocols and other test
protocols for the Products shall be subject to prior written approval by the
Company before testing is undertaken, and the Distributor shall promptly provide
the Company with all data and information resulting from such tests or otherwise
becoming available to the Distributor during the term hereof.
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3. Orders; Price; Terms.
3.1 Purchase Orders. The Distributor shall order Products from the Company by
written purchase orders incorporating all the terms of this Agreement.
Distributor's purchase orders shall provide Company with detailed shipping
instructions, specified delivery dates and shipping addresses.
3.2 Product Pricing. The Distributor's prices for Products are set forth on
Schedule B. The Company shall have the right to change such prices and to add or
delete Products from Schedule B from time to time upon at least 45 days' prior
written notice to the Distributor.
3.3 Payment Terms. Distributor, upon initiating Purchase Order, will pay Company
fifty percent (50%) of all Products ordered and Distributor will pay Company the
remaining fifty percent balance upon verification by Company to Distributor that
the