MARKETING SERVICE AGREEMENT (the "Agreement") This Agreement dated for reference the 25th day of January 2006, by and between: Essentially Yours Industries, Inc. 7865 Edmonds Street Burnaby, BC V3T 5V2 Tel: 604-759-5031 Fax: 604-759-5044 ("EYI") AND: Lou Prescott 6642 Aster Trail Excelsior, MN 55331 ( "Prescott"). WHEREAS: A. Essentially Yours Industries Inc.("EYI") is in the business of marketing dietary supplements and personal care products including the Code Blue System; B. EYI desires to secure the services of Prescott to customize his `Business to Business' training and marketing program (the "Marketing Model") for EYI; C. Prescott is willing to customize his Marketing Model for EYI's business and to assist with the implementation and necessary training. NOW THEREFORE in consideration of the mutual covenants herein contained, the parties hereto agree as follows: 2. TERM 2.1 Term. This Agreement shall commence from the date first written above and shall continue for six months or unless terminated in accordance with the terms set out herein. 2.2 Termination by EYI Without Notice. EYI may terminate the engagement of Prescott without notice if Prescott: (a) is dishonest in dealing with EYI; (b) conducts himself or herself in a manner which is materially detrimental to the business of EYI; and (c) fails to carry out the services and duties to be performed by it pursuant to the provisions of this Agreement. 2.3. Termination with Notice. Notwithstanding the foregoing either party may terminate this Agreement without reason, upon thirty (30) days prior written notice. 3. REMUNERATION 3.1. Remuneration. In consideration for providing services during the term of this Agreement, EYI shall pay Prescott a monthly fee of five thousand dollars ($5,000 USD) 3.2 Taxes. Prescott shall be responsible for payment of all local and federal taxes in regard to all remuneration paid to Prescott and Prescott hereby indemnifies and saves harmless EYI from all claims in this regard. 4. GOLD LEAD SYSTEM 4.1 EYI agrees to purchase the Gold Lead System and dedicate EYI's Sales & Communication Department to converting the leads into EYI's Independent Business Associates ("IBA"). 4.2 EYI agrees that during the term of this agreement, it will give 100% of the leads to Prescott's binary organization. Upon termination of this Agreement, any leads generated from the Gold Lead System will be allocated 25% to Prescott and 75% to EYI. 5. BINARY POSITION 5.1 EYI agrees to give Prescott a mutually agreeable position within EYI's binary. 6. CONFIDENTIALITY 6.1 Prescott acknowledges that EYI has certain rights in certain confidential, proprietary, trade secrets or technical information: 6.2 Confidential Information. In this Agreement, "Confidential Information" means all confidential or proprietary information, intellectual property (including trade secrets and technology), customer or client lists, which in any way and at any time have been communicated to, acquired by, or learned by Prescott in the course of this Agreement 6.3 Confidentiality Maintained. Prescott covenants and agrees with EYI during the term of this Agreement and at all times after the termination of this Agreement to: (a) keep all Confidential Information in the strictest confidence; (b) treat all Confidential Information with at least the same level of protection as Prescott would give his own confidential information of similar nature, but no less than a reasonable level of protection. (c) hold all Confidential Information in trust for EYI; and (d) not to directly, indirectly or in any other manner: (i) publish or in any way participate or assist in the publishing of any Confidential Information; (ii) utilize any Confidential Information, except as may be required for and in the course of the business of EYI; and (iii) disclose or assist in the disclosure of any Confidential Information to any person, firm or corporation. 7. NON-ASSIGNMENT Prescott shall not assign any of the rights or benefits granted herein. 8. NOTICES Any Notice required or permitted to be given hereunder shall be in writing and shall be effectively given if: (a) Delivered personally; (b) Sent by prepaid courier service or mail; or (c) Sent prepaid by fax or other similar means of electronic communication. 9. AMENDMENTS Any changes or amendments or additions to the Agreement must be in writing and signed by both parties to be effective. This Agreement shall be construed in accordance with the laws of the Province of British Columbia and the Courts of the said Province shall have exclusive jurisdiction to hear all actions arising out of or in respect of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written. EYI Industries, Inc. Per: /s/ signed /s/ signed Name: Jay Sargeant Name: Lou Prescott Title: President/CEO SETTLEMENT AGREEMENT AND MUTUAL RELEASE THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE ("Agreement"), is entered into by and among Business Centers, LLC ("Business Centers") Halo Distribution, LLC, ("Halo") and EYI Industries, Inc. ("EYI") (collectively "Defendants"). Recitals: A. On February 2, 1999, Business Centers entered into a lease agreement with Halo for certain premises consisting of 33,750 square feet of office and warehouse space located at 7109 Global Drive, Louisville, Kentucky 40258 (the "Lease"). The Lease was extended for an additional 3 year term by a letter agreement dated January 15, 2004. B. EYI is the parent company of Halo. C. On or about May 2, 2005, Business Centers provided notice to Halo that the Lease had been breached, and thus was being terminated, because Halo had failed to pay required rents and vacated the premises. D. On June 29, 2005, Business Centers filed a Statement of Lien for Rent pursuant to KRS 383.070 against Halo. The Statement of Lien for Rent is of record at Miscellaneous Lien Book 131, Page 520, in the office of the Jefferson County Clerk. The lien for rent secured Business Centers for rentals up to and including $46,875.00 (the "Liened Amount"). E. On November 15, 2005, Business Centers filed its Complaint against Defendants before the Jefferson Circuit Court, Division 5, in Action No.05-CI-09818 seeking judgment, both jointly and severally, against Defendants, for the Liened Amount as well as for contract damages in an amount within the Court's jurisdiction (the Civil Action"). F. The parties to this Agreement have reached a settlement of all differences between them relating to the claims, counterclaims and cross claims that were, or could have been, asserted by or against Business Centers, on the one hand, and the Defendants, on the other hand, relating to the Lease. The parties desire to enter into this written Settlement Agreement and Release documenting the terms and conditions of the settlement. AGREEMENT: NOW, THEREFORE, and in consideration of the recitals and mutual promises contained herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: 1. DEFENDANTS' TRANSFER OF EQUIPMENT AND PERSONAL PROPERTY. Without any admission of liability, the Defendants will transfer and quit claim, by Bill of Sale in appropriate form, to Business Centers, "as-is" and without warranty, the total of the equipment and personal property shown on Exhibit A hereto (the "Property"). The Property being transferred is stipulated to have a value in the Liened Amount of $46,875.00. 2. THE DEFENDANTS' RELEASE OF BUSINESS CENTERS. Upon execution of this Agreement, the Defendants do hereby for themselves and their past, present and future officers, directors, employees, agents, representatives, affiliates, successors and assigns, and for all other persons and entities claiming through the Defendants, or on their behalf, fully and forever release, acquit, and discharge Business Centers and Business Centers' past, present and future officers, directors, shareholders, principals, members, employees, agents, attorneys, representatives, insurers, reinsurers, and all other persons or entities affiliated in any manner with Business Centers, including parent and subsidiary organizations, and all other persons or entities acting or purporting to act on behalf of the preceding, from any and all claims, demands, damages, compensation, payments, expenses, causes of action, obligations, setoffs, accounts, proceedings, actions, rights, bonds, specialties, losses, controversies, defenses, counterclaims, suits, contracts, agreements, covenants, promises, debts, loans, mortgages, sums of money, reckonings, bills, executions, judgments, findings, attorneys' fees, costs, expenses, claims for refunds, and other liabilities of any kind whatsoever, whether in law or in equity, known or unknown, accrued or unaccrued, mature or unmature, contingent or otherwise, which the Defendants now have, ever had or which their assigns may have, by reason of or arising from or connected in any manner with the Lease or the Civil Action. 3. BUSINESS CENTERS'S RELEASE OF OF DEFENDANTS. Upon execution of this Agreement, Business Centers does hereby for itself and its past, present and future officers, directors, shareholders, principals, members, employees, agents, representatives, affiliates, successors and assigns, and for all other persons and entities claiming through Business Centers or on its behalf, fully and forever release, acquit, and discharge Defendants, and their past and present employees, agents, attorneys, representatives, insurers, reinsurers, and all other persons or entities affiliated in any manner with Defendants, including parent and subsidiary organizations, and all other persons or entities acting or purporting to act on behalf of the preceding, from any and all claims, demands, damages, compensation, payments, expenses, causes of action, obligations, setoffs, accounts, proceedings, actions, rights, bonds, specialties, losses, controversies, defenses, counterclaims, suits, contracts, agreements, covenants, promises, debts, loans, mortgages, sums of money, reckonings, bills, executions, judgments, findings, attorneys' fees, costs, expenses, claims for refunds, and other liabilities of any kind whatsoever, whether in law or in equity, known or unknown, accrued or unaccrued, mature or unmature, contingent or otherwise, which Business Centers now has, ever had or which its assigns may have, by reason of or arising from or connected in any manner with the Lease or the Civil Action. 4. DISMISSAL. Within three business days of all Parties' execution of this Settlement Agreement and Release, the Parties shall cause to be filed with the Court an Agreed Order of Dismissal Settled dismissing with prejudice in the Civil Action all of Business Centers's claims against the Defendants. Court costs, attorneys' fees, and any other fees, expenses and costs are to be paid by the Party incurring them. 5. ACKNOWLEDGMENT. The Parties acknowledge that this Agreement is entered into as a settlement and compromise of disputed claims and is not to be construed in any manner as an admission of any wrongdoing or liability on the part of any Party. The Parties further acknowledge that this Agreement has been negotiated and prepared by the joint efforts of the Parties and the respective attorneys for the Parties, and for all purposes this Agreement shall be deemed to have been drafted jointly by each of the Parties. 6. AUTHORITY. The Parties warrant and represent that they have the power and the authority to enter into this Agreement and that this Agreement, and all documents delivered pursuant to this Agreement, are valid, binding and enforceable upon them. The Parties also warrant and represent that no further consent, approval, authorization, and no notice to, or filing with any court, governmental authority, person or entity is required for the execution, delivery and performance of this Agreement. The Parties further warrant and represent that they are the sole and lawful owners of the claim or claims asserted or released in this Agreement and that no part of the claim or claims asserted or released in this Agreement have been assigned or transferred to any other person or entity. 7. BINDING EFFECT. The Parties acknowledge, represent, warrant and confirm that they have carefully read and fully understand all of the provisions of this Agreement, that they have thoroughly discussed this Agreement and its effect with their respective legal counsel, that no representations or warranties have been made other than those set forth explicitly in this Agreement, and that they sign this Agreement as their own free act. This Agreement shall be binding upon each of the Parties and any and all other persons or entities affiliated with the Parties, and any and all other persons or entities that could assert any interest or claim related to the matters described in this Agreement. This Agreement shall be binding upon and inure to the benefit of all such persons or entities and its respective successors, assigns, employees and representatives, as the case may be. 8. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement between the Parties hereto and fully supercedes any and all prior agreements or understandings between the Parties pertaining to the subject matter hereof. All prior and contemporaneous conversations, negotiations, possible and alleged agreements, representations, covenants and warranties concerning the subject matter hereof are merged herein. No change, termination, or attempted waiver of any provision of this Agreement shall be binding unless it is in writing and signed by each of the undersigned Parties. 9. SEVERANCE CLAUSE. Should any provision of this Agreement be declared or determined to be void, unenforceable, illegal or invalid, the validity of the remaining parts, terms, and provisions shall not be affected thereby and said void, unenforceable, illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement. 10. HEADINGS. The headings in this Agreement have been included for ease of reference only and shall not be considered in the construction or interpretation of this Agreement. 11. COUNTERPARTS. This Agreement may be executed by the Parties in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement or the terms of this Agreement to produce or account for more than one such counterpart. 12. GOVERNING LAW. This Agreement shall be governed, interpreted, and enforced in accordance with the laws of the Commonwealth of Kentucky. Dated: Effective December 21, 2005. In Witness Whereof, the Parties have entered into this Agreement as of the date written above. /s/ signed Business Centers, LLC /s/ signed Halo Distribution, LLC /s/ signed EYI Industries, Inc.
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