EXHIBIT 10.16
DISTRIBUTION AGREEMENT
Between
OneUp Innovations, Inc., a Georgia corporation, ("OneUp Innovations")
&
Cupido Sensual International (HK) Ltd,
a Hong Kong corporation, ("Distributor")
Agreement Data:
1. Effective Date: September 15th, 2012 and Term Period: 5 (Five) years(s)
2. Exclusive Territory(ies): China Mainland, Hong Kong and Macau
3. Non-exclusive Territory(ies): Phillipines, Malaysia, Thailand, Vietnam and
Taiwan
3. Special Brands: Liberator
4. Notice Information Per Section 5.4:
If to OneUp Innovations: If to the Distributor:
OneUp Innovations, Inc.
Cupido Sensual International (HK) Ltd
2745 Bankers Industrial Drive Unit D3,
4/F, Mai Luen Industrial Building
23-31 Kung Yip Street, Kwai Chung
Atlanta, GA 30360 New Territories, Hong Kong
Attn: Legal Department Attn:
Miguel Angel Lozada
Telephone:
(770) 246-6440 Telephone: (852)5181-2421
FAX:
(770) 246-6441
5. Applicable Attachments
x OneUp Innovations Distributor Price List (the then-current version list of
Products, which initially will include all those product of OneUp Innovations
that are presented on its Liberator.com)
̈ OneUp Innovations Marks Guideline (then-current version of guidelines)
Distributor and OneUp Innovations acknowledge that they have read and fully
understand this Agreement and hereby agree to the terms of this Agreement.
ONEUP INNOVATIONS: DISTRIBUTOR:
OneUp Innovations, Inc. Cupido Sensual
International (HK) Ltd
By: Michael Kane By: Christy Ho
Title: Executive Vice
President Title: Managing Director
Date: September 1st, 2012 Date: September
1st, 2012
Signature: /s/ Michael Kane Signature: /s/ Christy Ho
I. APPOINTMENT AS A DISTRIBUTOR
1.1 Appointment. Distributor is appointed as a OneUp Innovations Distributor to
resell to its customers located in the Territory only ("Customers") certain
OneUp Innovations products as identified to it by OneUp Innovations (the
"Products"). Such appointment permits Distributor to market, display, promote,
sell, have sold and distribute Products to such Customers. Such appointment also
permits Distributor to import, however the appointment does not allow
Distributor to make, have made and assemble any licensed Products in the
Territory as more expressly authorized herein. Distributor is prohibited from
exporting, or permitting any of its Customers from exporting, any Products from
the Territory except for such Customers personal use of a Product for its
intended purpose. Distributor may appoint or utilize retailers and distributors
for the Products in the Territory ("Resellers") provided that each such Reseller
agrees in writing with Distributor: (i) to be bound by terms and conditions
substantially similar to the terms and conditions imposed upon Distributor per
this Agreement; (ii) to acknowledge that OneUp Innovations is an interested
third party beneficiary thereof; and (iii) that OneUp Innovations may enforce
such agreement directly against the Reseller provided that OneUp Innovations
shall have no liability to the Reseller under such agreement. Distributor hereby
accepts such appointment and agrees to conduct its business as a OneUp
Innovations Distributor during the term of such appointment in accordance with
the terms of this Agreement. Provided that Distributor fulfils it obligations
per this Agreement and is not in breach, OneUp Innovations agrees to appoint no
third party as a OneUp Innovations Distributor for the Territory.
1.2 Purchases of Products. The Distributor shall purchase Products from OneUp
Innovations