Exhibit 10.4
Distribution Agreement
(Exclusive Territory)
(the "Agreement")
THIS AGREEMENT made as of October 19, 2012
BETWEEN:
ECOWIN, CO., LTD. a corporation incorporated under the laws of Korea with its
principal place of business at #208, High Tech Center, 1-11, Hosan-dong,
Dalseo-gn, South Korea 704-946
(the "Corporation")
- and-
VEGALAB, S.A., a corporation incorporated under the laws of Switzerland with its
principal place of business at 20 Rue Adrien Lachenal 1207 Geneva, Switzerland
(the "Distributor").
WHEREAS:
(A)The Corporation produces and sells eco-safe all natural agrochemical products
bearing the trademarks listed on Exhibit "A" hereto (the "Products");
(B)The Distributor desires to obtain the exclusive right to promote, distribute
and sell the Products in the Territory (as hereinafter defined);
(C)The Distributor has assured the Corporation that it possesses the necessary
technical and commercial competence and the ability to easily structure the
organization necessary to ensure efficient performance of its contractual
obligations hereunder;
(D)The Corporation is willing to sell the Products to the Distributor for
marketing in the Territory (as hereinafter defined) under the terms and
conditions of this Agreement;
NOW THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the parties hereto agree as follows:
Page 1 of 13
Article 1
Appointment of Distributor
1.1Appointment. Subject to the terms and conditions of this Agreement, the
Corporation grants to Distributor the exclusive right to promote, market,
distribute and sell the Products in the Territory. The Distributor hereby
accepts such exclusive appointment and agrees to use its best efforts to develop
and promote the sale of the Products in the Territory during the Term, in
accordance with the terms and conditions of this Agreement.
1.2License. Subject to the provisions of Article 12 hereof, the Corporation
hereby grants to Distributor the non-exclusive right and license to use in the
Territory, only for so long as this Agreement is in force, the trademarks set
forth on Exhibit A hereto, as it may be amended from time to time (the
"Trademarks") for the sole purpose of promoting and selling the Products in the
Territory, and for no other purpose.
1.3Discontinuations; New Products. Nothing in this Article 1 or elsewhere in
this Agreement shall preclude the Corporation from discontinuing the sale of any
Product which the Corporation reasonably concludes is no longer profitable or
otherwise feasible for the Corporation to sell, provided the Corporation gives
the Distributor at least ninety (90) prior written notice of such
discontinuation. If the Corporation develops additional eco-safe all natural
agrochemical products the Distributor shall automatically have the right to
distribute and sell these additional products. In this event the Corporation
shall so advise the Distributor in writing, and the Distributor shall have
thirty (30) from the date of such notice to determine whether it wishes to
decline the right to distribute and sell such new product. If Distributor does
nothing in aforesaid 30 day period, said product(s) shall be added to Exhibit
"A" as a Product. If the Distributor declines, the Corporation may distribute
the new product itself or