UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January
19, 2015
SCIENCE TO CONSUMERS, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
333-190391 |
33-1227949 |
| (State or other jurisdiction of |
(Commission File Number) |
(IRS Employer |
| incorporation) |
|
Identification No.) |
| Faraday Str. 31, Leipzig, Germany |
04159 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code
49(0)1738264717
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
[ ] Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
| Item 1.01 |
Entry into a Material Definitive Agreement
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On October 1, 2013, Science to Consumers Inc., a private Nevada
corporation (the “Assignor”), entered into a License Agreement with Protein
Genomics Inc. pursuant to which the Assignor acquired the rights from Protein
Genomics Inc. to sell certain products, as more particularly described in the
License Agreement.
On January 19, 2015, our company (the “Assignee”) entered into an Assignment Agreement with the Assignor, pursuant to which we have acquired the right, title and interest to the License Agreement and all obligations, benefits and advantages thereunder in relation to the territory under the License Agreement. Under the terms of the Assignment Agreement, Burt Ensley, the current sole director and officer of the Assignor and chief executive officer of the Assignee, will be issued 2,000,000 shares of common stock of the Assignee as consideration for the transfer of the License Agreement.
The Assignment Agreement shall terminate and the shares shall
be cancelled and returned in the event that:
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the acquisition of the Assignor is not
completed by March 31, 2015; |
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should the Assignee waive the acquisition completion
date, above, the sales of the products have not generated gross revenues
of $250,000 within 12 months of January 19, 2015, or |
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Burt Ensley does not complete the Stock Purchase Agreement dated June 23, 2014 and amended on January 26, 2015 with Vitaliy Gorelik, president, chief financial officer, treasurer and sole director of the Assignee, by April 30, 2015. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| SCIENCE TO CONSUMERS, INC. |
| |
| /s/ Burt
Ensley |
| Burt Ensley |
| Chief Executive Officer |
| |
| Date: February 4, 2015 |
ASSIGNMENT AGREEMENT
THIS AGREEMENT dated for reference the 19th day of January,
2015
BETWEEN:
Science to Consumers Inc. (formerly Argan Beauty Corp.)
a corporation formed and existing under the laws of the State of Nevada, and
having an address at Faraday 31, Leipzig, Germany
(the "Assignee")
AND:
Science to Consumers Inc. a corporation formed and
existing under the laws of the State of Nevada, and having an address at PMB
1319, 2675 W Hwy 89A Sedona, AZ 86336.
(the "Assignor")
WHEREAS:
A. Assignor
entered into License Agreement dated October 1, 2013, attached hereto as
Schedule A (the "License Agreement") with Protein Genomics Inc. (the
"Licensor"), wherein Assignor acquired from Licensor the rights to sell
certain "Products" as defined in the Licence Agreement, (collectively the
"Licensed Rights"); and
B.
The Assignor wishes to assign to the Assignee, or a subsidiary company of the
Assignee, all of Assignor's right, title and interest in and to the License
Agreement pursuant the terms of this assignment agreement (the
"Assignment").
NOW THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration (the receipt and
sufficiency of which is acknowledged), the parties agree as follows:
THE ASSIGNMENT AND ACCEPTANCE
1. Assignor hereby
unconditionally forever assigns and transfers to the Assignee, or a subsidiary
company of the Assignee, all of Assignor’s right, title and interest in and to
the License Agreement and all obligations, benefits and advantages conferred or
derived therefrom exclusively for and in relation to the Territory returned to
therein.
2. In consideration
for the Assignment, Burt Ensley, the current sole director and officer of the
Assignee and Assignor hereby agrees to accept 2,000,000 common shares (the
"Consideration Shares") in the capital stock of the Assignee.
3. The Assignor
represents and warrants to the Assignee, with the knowledge that the Assignee
relies upon same in entering into this Agreement, that:
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(a) the Assignor has all
requisite power and capacity, and has duly obtained all requisite authorizations
and performed all requisite acts, to enter into and perform its obligations
hereunder, and has duly executed and delivered this Agreement which, therefore,
constitutes a legal, valid and binding obligation of Assignor enforceable
against Assignor in accordance with the Agreement's terms, and the entering into
of this Agreement and the performance of Assignor’s obligations hereunder does
not and will not result in a breach of, default under, or conflict with any of
the terms or provisions of any agreement or other instrument to which Assignor
is a party or by Assignor is bound, or any statute, order, judgment or other law
or ruling of any competent authority;
(b) to the best of the
Assignors’ knowledge and belief after due inquiry , except as otherwise
disclosed to Assignee in writing, there are neither any adverse claims or
challenges against, or to the ownership or title to, any of the Licensed Rights,
and there are no outstanding agreements, options or other rights and interests
to acquire or purchase the Licensed Rights or any portion thereof or any
interest therein, and no person has any royalty or other interest whatsoever in
the Licensed Rights except as provided in the License Agreement; and
(c) the License Agreement is in
good standing as at the date hereof and no default has occurred therein.
CONDITIONS SUBSEQUENT
4. This
Assignment, including its obligations shall terminate and be null and void, and
the Consideration Shares shall be returned for cancellation, in the event that:
(a) The
acquisition of the Assignor by the Assignee is not completed by March 31, 2015;
(b) In the event that the
Assignee waives the condition in Section 4(a), the sales of the Products have
not generated gross revenues of $250,000 within twelve months from the date
hereof; or
(c) In the event that Burt
Ensley does not complete the Stock Purchase Agreement dated June 23, 2014 and
Amended on January 26, 2014 with Vitaliy Gorelik by April 30, 2015.
MISCELLANEOUS
5.
The Assignor acknowledges and agrees that:
(a) the
Assignee is entitled to rely on the representations and warranties and the
statements and answers of the Assignors contained in this Agreement, and the
Assignors will hold harmless the Assignee from any loss or damage it may suffer
as a result of the Assignors’ failure to correctly complete this Agreement;
(b) the
Assignor will indemnify and hold harmless the Assignee and, where applicable,
its respective directors, officers, employees, agents, advisors and shareholders
from and against any and all loss, liability, claim, damage and expense
whatsoever (including, but not limited to, any and all fees, costs and expenses
whatsoever reasonably incurred in investigating, preparing or defending against
any claim, lawsuit, administrative proceeding or investigation whether commenced
or threatened) arising out of or based upon any representation or warranty of
the Assignor contained herein, or in any other document furnished by the
Assignor to the Assignee in connection herewith, being untrue in any material
respect or any breach or failure by the Assignor to comply with any covenant or
agreement made by the Assignor to the Assignee in connection therewith;
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6. The Assignor will
at all times hereafter execute and deliver, at the request of the Assignee, all
such further documents, deeds and instruments, and will do and perform all such
acts as may be necessary or desirable to give full effect to the intent and
meaning of this Agreement.
7. Each of the
parties to this Agreement acknowledges that such party has read this document
and fully understands the terms of this Agreement, and acknowledges that this
Agreement has been executed voluntarily after either receiving independent legal
advice, or having been advised to obtain independent legal advice and having
elected not to do so
8. This Agreement
will enure to the benefit of the Assignee and its successors and assigns, and
will be binding upon the Assignors and their successors and assigns.
9. This Agreement
will be governed by and construed in accordance with the laws in force in the
State of Nevada and the parties submit to the non-exclusive jurisdiction of the
courts of State of Nevada in any proceedings pertaining to the Assignment or
this Agreement.
10. This Agreement may be
executed in any number of counterparts with the same effect as if all parties
hereto had all signed the same document. All counterparts will be construed
together and will constitute one and the same agreement.
IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written.
SCIENCE TO CONSUMERS INC. (FORMERLY ARGAN BEAUTY CORP.)
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SCHEDULE A
License Agreement dated October 1, 2013, between Science to
Consumer Inc. and Protein Genomics Inc.
See Attached
EXCLUSIVE LICENSE AGREEMENT
This Agreement (the “Agreement”) is made this 1st day of
October, 2013, by and between Science To Consumers, Inc., a Nevada Corporation
with its principal place of business at 8794 Archer Avenue, Willow Springs IL
60480 (“S2C”), and Protein Genomics, Inc., a Delaware corporation with its
principal place of business at PMB 1319, 2675 W Hwy 89A Sedona, AZ 86336
(“PGen”).
RECITALS
| A. |
S2C has significant experience and expertise in the field
of Direct To Consumer Sales, Marketing and distribution of Consumer Health
Care Products. |
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| B. |
PGen owns or has the exclusive right to market and sell
certain consumer products, as more fully described in Exhibit A annexed
hereto and made a part hereof (the “Initial Products” and, together with
any New Products, as defined in Section 8 below, the
“Products”). |
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| C. |
PGen desires that the Products be offered for sale by way
of one or more Direct Response advertisements (the “DR Advertisements”)
and other mutually agreed worldwide marketing and distribution channels,
and S2C desires to produce DR Advertisements and other marketing and sales
distribution materials for, and sell, the Products, all on the terms and
conditions set forth below. |
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| D. |
S2C shall not be limited to DTC marketing and has the
right to market and sell the products in other markets and other sales
channels. |
NOW, THEREFORE, in consideration of the agreements contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are
acknowledged by the parties, the parties hereby agree as follows:
1. S2C’s
Obligations
(a) S2C
shall create DR Advertisements for the Products, in consultation with PGen,
which shall initially consist of DR print (“DR Print”) advertisements, and shall
thereafter include DR TV commercials (“DRTV”) and other forms of DR
Advertisements, following national rollout of S2C’s DR Print campaign for the
Initial Products. The DRTV commercials may be of any length determined by S2C in
its sole discretion.
(b)
S2C shall manage all creative, testing, media buying, telemarketing, fulfillment
and credit card processing relating to the sale of Products through DR
Advertisements. S2C will work with PGen on appropriate publicity and home
shopping opportunities for the Products. If S2C believes it necessary, the
parties will work together to adjust packaging of the Products.
(c) S2C
may, but shall not be obligated to, present buying opportunities online of the
Products as part of its overall web strategy, including order acceptance,
billing and collection.
2. PGen’s
Obligations
(a) PGen
shall (1) supply finished goods inventory for the Products (“Finished Goods”);
(2) provide claims substantiation with respect to each Product (including
without limitation any relevant clinical data and support for claims in PGen’s current print
advertising); (3) provide assistance with securing testimonials and cooperation
from experts; and (4) arranging for reasonable appearances by Burt Ensley to
promote PGen-derived products in DR advertising, home shopping and other
channels of distribution; and (5) provide unlimited fully cleared content
required by S2C to create DR Advertisements, including without limitation all
necessary rights to use names, likenesses, etc. (“Content”) (6) All patent and
IP are in good standing, and that PGen will aggressively defend them against
potential competition and infringement. S2C shall pay PGen’s (i) reasonable
costs associated with clause (3) above and (ii) standard and customary travel
and meal expenses associated with clause (4) above, provided in each case that
individual expenses in excess of $100 must be preapproved in writing by S2C.
Burt Ensley will not be required to make home shopping appearances more than 12
times per year nor more than twice per month. Until shipment of the Products,
all inventory shall be owned by PGen; thereafter it shall be owned by S2C,
subject to returns in accordance with Section 10 below.
(b)
At no additional cost to S2C, PGen shall:
Furnish to S2C fully cleared and
pre-approved clips (video and audio), marketing materials, photographs and
samples of the Products for use in the DR Advertisements (the “PGen Cleared
Materials”) and notify S2C in writing of any restrictions or limitations
relating to the advertising, distribution and sale thereof; and
(c)
All Products shall be manufactured in accordance with industry standards,
government approvals and shall be fit for the purpose for which they are being
created.
3. Orders;
Pricing
(a)
Orders; Fulfillment. During the Term (as defined in Section 8 below), S2C
shall place orders for Products with PGen on a standard purchase order that
shall solely state the quantity of Products desired, the purchase price
therefore, the delivery dates requested, and the shipment address. PGen shall
respond in writing to all purchase orders that may be submitted by S2C to PGen
confirming such order within five working days. PGen agrees to accept any order
placed by S2C on such standard purchase order and in accordance with the terms
of this Agreement. All orders shall be shipped DDP to such address or addresses
as may be specified by S2C in the applicable purchase order.
(b)
Purchase Price.
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i. |
The initial purchase price for each Initial Product is
set forth on Exhibit C annexed hereto and made a part hereof. The purchase
prices thereafter for each Product shall be equal to PGen’s mutually
agreed upon costs for such Product (“Costs”). |
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ii. |
PGen shall invoice S2C for the Products purchased by and
delivered to S2C or its designees, and S2C will pay ½ the invoice amount
upon receipt by PGen of the Purchase Order, and, within 45 days after the
date any purchase order product is shipped, pay PGen the remaining ½ of
the invoice amount for the Products so invoiced; provided, however, that
any returns by S2C to PGen in accordance with Section 12 hereof shall be
offset from the purchase price payable in respect of any purchase order
and invoice in respect thereof. |
(c)
Pricing.
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The parties anticipate that the Initial Products will be marketed in a three SKU
sales unit consisting of a one-month supply of a DermaLastyl-based system (e.g.,
(x) 1-oz. jar of DermaLastyl-B, (y) 1-month supply of DermaLastyl-E, and (z)
moisturizer) for the three SKUs (collectively, a “Sales Unit”). S2C intends to
test multiple price points and offers with respect to the Products, and does not
presently know the retail price at which it will end up selling the Sales Unit.
S2C also may, but shall not be obligated to, explore trials, sampling and lead
generation campaigns in an effort to minimize customer acquisition cost and
maximize customer lifetime value.
4. Production &
Test Marketing
(a)
Commencing on the date of this Agreement S2C will produce and begin testing DR
Advertisements for the Initial Products (the “Testing Period”). During the
Testing Period, S2C will bear all of the costs of the test DR advertising and
will invest not less than $100,000 for the initial test DR advertising, and
additional sums if in S2C’s good faith determination the initial tests are
successful.
(b)
S2C will proceed with the National Roll-out if it achieves positive results from
its test DR advertising during the Testing Period. At the end of the Testing
Period, S2C will assume financial and managerial responsibility for public
relations in connection with the Products.
(c) If
S2C fails to roll out a national DR advertising campaign with respect to the
Initial Products by the end of the Testing Period, PGen shall have the right to
terminate this Agreement upon 30 days’ prior written notice with no further
liability to S2C, provided, however, that any delay resulting from a failure on
the part of PGen to timely furnish all materials pursuant to Sections 2(a)(1),
2(a)(2) and (5) shall not trigger PGen’s rights under this Section 4(c).
(d)
Subsequent to successful testing, S2C and PGen may work together to modify
packaging of the Products by mutual agreement.
(e)
S2C shall determine in its sole discretion whether to market the Products
individually or in any combination configuration (including continuity,
boxed-set, multi-pay and single-unit), provided that the price of each
individual SKU for a Product marketed in this manner is equal to the highest
prevailing retail price for such Product and reflects no discount, as indicated
by the current product price chart reflected on the attached Exhibit B (subject
to future price reductions by PGen).
5. Exclusive
Rights. During the Term, S2C shall have exclusive worldwide rights (the
“Exclusive Rights”) to all Products in the following channels: (i) DR
television, (ii) home shopping, (iii) DR print, (iv) catalog, (v) Direct Mail,
(vi) DR radio, (vii) outbound telemarketing; (viii) online (including eCommerce,
lead generation and direct marketing) and (ix) retail.
6. Right
of First Refusal on New Products. S2C will have a Right of First
Refusal on any new cosmeceutical and dermaceutical product(s) (the “New
Products”) created by PGen during the Term on similar terms and conditions to
those outlined in this Agreement.
7. Term.
The initial term of this Agreement (as
such term may be renewed pursuant to this Section 8(a), the “Term”) shall
commence on the date of this Agreement and shall continue for a period of 5 (5)
years, provided that the initial Term and any renewal Term shall automatically
be renewed for additional 5 (5) year periods in the event that S2C sells at
least $500 Thousand of Products per annum under the terms of this Agreement in
the preceding 5-year Term.
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8. Ownership
(a) S2C
shall own the copyright in the DR Advertisements and all other materials created
by it or on its behalf hereunder.
(b) PGen
shall own any materials contained in the Products supplied to S2C by PGen and
nothing in this Agreement shall confer in S2C any right of ownership in such
materials. PGen grants to S2C a exclusive, nonassignable (except to affiliated
entities), nontransferable, royalty-free license, in the United States and for
the Term, to the Products for use by S2C in creating the DR advertising in
accordance with this Agreement.
(c) PGen’s
trademarks, service marks, trade or company names, product and service
identifications, artwork and other symbols and devices associated with the
Products (“PGen’s Marks”) are and shall remain PGen’s property. PGen grants to
S2C an exclusive, nonassignable, nontransferable, royalty-free license, in the
Territory and for the Term, to PGen’s Marks for use by (except to affiliated
entities) S2C solely in accordance with this Agreement. All uses by S2C of
PGen’s Marks shall insure solely to the benefit of PGen.
(d) S2C’s
trademarks, service markets, trade or company names, product and service
identifications, artwork and other symbols and devices associated with the
Products (“S2C’s Marks”) are and shall remain S2C’s property.
9.
Returns. PGen shall accept from S2C returns of units of
Products and will credit S2C for 100% of the purchase price paid by S2C to PGen
for those units.
10.
Insurance. Each party shall obtain and maintain, at its
own expense, errors and omissions insurance covering the Products furnished by
PGen to S2C hereunder, and the DR Advertisements and other advertising in
respect thereof, from a recognized and qualified insurance company in the amount
of at least One Million Dollars ($1,000,000) per occurrence and Three Million
Dollars ($3,000,000) all occurrences. Each such policy will name the other party
as an additional insured and shall be non-cancelable by a party except after
thirty (30) days prior written notice to such other party. Each party will
furnish to the other a certificate evidencing such policy as soon as possible
after the execution of this Agreement, but in no event later than S2C’s
commencement of production of the first DRTV Commercial for a Product.
11. Representations
and Warranties
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(a) |
S2C represents and warrants that: |
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i. |
It has the right, authority and power to enter into and
fully perform its obligations under this Agreement. |
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ii. |
To the best of S2C’s knowledge, S2C’s Marks or any use of
them in accordance with this Agreement will not violate any law, infringe
upon the rights of any person or entity, or other cause PGen to incur
liability to any third party, including, but not limited to, infringement
or misappropriation of any copyright, patent, trademark, trade secret, or
other proprietary, property or other right. |
(b) PGen represents and
warrants that:
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| i. |
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It has the right, authority and power to enter into and
fully perform its obligations under this Agreement. |
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| ii. |
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It owns all right, title and interest in and to the
Initial Products, and covenants that it will own all right, title and
interest in and to all New Products, in each case free and clear of any
liens or other encumbrances. |
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It has the financial wherewithal and the capacity to
perform its obligations hereunder and to manufacture and ship all orders
of Finished Goods during the Term. |
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| iv. |
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Each Product, as well as pre-approved clips, marketing
materials, photographs and samples thereof, and PGen’s Marks and the uses
herein in accordance with this Agreement, does not and will not violate
any law, infringe on the rights of any person or entity or otherwise cause
S2C to incur liability to any third party including but not limited to
infringement or misappropriation of any copyright, patent, trademark,
trade secret, or other proprietary, property or other
right. |
12. Indemnity
(a)
PGen shall defend, indemnify and hold S2C and its affiliates and each of their
employees, members, officers, directors, shareholders, contractors,
representatives and agents harmless from and against any and all liability,
loss, damage, expense, claim, or cause of action, including, without limitation,
reasonable legal fees and expenses (collectively, “Claims”), arising out of or
related to PGen’s material breach of any of PGen’s representations, warranties
or agreements contained herein. S2C shall promptly notify PGen in writing of any
such claim and promptly tender the control of the defense and settlement of any
such claim to PGen at PGen’s expense; provided that failure to give prompt
notice will not relieve PGen from its indemnification obligation, except to the
extent of liabilities that would have been avoided had prompt notice been given.
S2C will reasonably cooperate with PGen, at PGen’s expense, in defending or
settling such claim, provided that PGen may not settle any claim in a manner
that adversely affects S2C’s rights without S2C’s prior written consent. S2C may
join in defense with counsel of its choice at its own expense.
(b) S2C
shall defend, indemnify and hold PGen and its affiliates and each of their
employees, officers, directors, shareholders, contractors, representatives and
agents harmless from any and all Claims arising out of or related to S2C’s
material breach of any of S2C’s representations, warranties or agreements
contained herein. PGen shall promptly notify S2C in writing of any such claim
and promptly tender the control of the defense and settlement of any such claim
to S2C at S2C’s expense; provided that failure to give prompt notice will not
relieve S2C from its indemnification obligation, except to the extent of
liabilities that would have been avoided had prompt notice been given. PGen will
reasonably cooperate with S2C, at S2C’s expense, in defending or settling such
claim, provided that S2C may not settle any claim in a manner that adversely
affects PGen’s rights without PGen’s prior written consent. PGen may join in
defense with counsel of its choice at its own expense.
13.
Limitation of Liability. Except for the obligations
under paragraph 13, in no event shall either party be responsible for any
consequential, special or punitive damages, including, without limitation, lost
revenue or profits, in any way arising out of or related to this Agreement,
unless due to the gross negligence or willful misconduct of the nonaffected
party.
14. Force
Majeure. Neither party shall have liability for any failure or
delay resulting from any governmental action, fire, flood, insurrection,
earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage,
transportation interruption of any kind, work slowdown or any other condition
that is not reasonably foreseeable and beyond the control of either party
affecting production or delivery in any manner that such party is unable to
overcome through the exercise of commercially reasonable diligence (a “Force
Majeure Event”). If any Force Majeure Event occurs, the affected party will give
prompt written notice to the other party and will use commercially reasonable
efforts to minimize the impact of the event. Notwithstanding the foregoing, in
the event the force majeure event continues for more than 90 days, either party
may terminate this Agreement.
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15.
Assignability. Neither party may assign its rights or
delegate its duties under this Agreement either in whole or in part without the
prior written consent of the other party, and any attempted assignment or
delegation without such consent will be void, provided, however, that either
party may assign its rights and obligations hereunder (i) to any affiliate or
controlled subsidiary, (ii) to any entity that is the survivor of a merger of
such party with or into such other entity, or (iii) to any acquiror of all or
substantially all of the stock or assets of such party. Notwithstanding the
foregoing, S2C may delegate the performance of certain services to third parties
(including without limitation fulfillment centers), provided S2C remains
responsible to PGen for the delivery of such services and (y) in the event of a
Sale of PGen during the first three (3) years of this Agreement, this Agreement
shall be assigned to the successor entity in such Sale. This Agreement will bind
and inure to the benefit of each party's successors and permitted assigns.
16.
Confidentiality. Each party agrees and shall cause its
employees, if any, to agree to hold all Confidential Information (as hereinafter
defined) in trust and confidence and, except as may be authorized by the other
party in writing, shall not use any such Confidential Information for any
purpose other than as expressly set forth in this Agreement or disclose any
Confidential Information to any person, company or entity. As used herein,
“Confidential Information” shall mean any information relating to or disclosed
during the Term that is or should reasonably be understood to be confidential or
proprietary to either party, including, but not limited to, data and information
concerning the parties’ consumers and/or members, the material terms and
conditions of this Agreement, technical processes, source code, business plans,
projections, and marketing data. Notwithstanding the foregoing, information
shall not be deemed Confidential Information hereunder if such information: (i)
is known to the receiving party prior to receipt from the disclosing party
directly or indirectly from a source other than one having an obligation of
confidentiality to the disclosing party; (ii) becomes known (independently of
disclosure by the disclosing party) to the receiving party directly or
indirectly from a source other than one having an obligation of confidentiality
to the disclosing party; (iii) becomes publicly known or otherwise publicly
available, except through a breach of this Agreement by the receiving party; or
(iv) is independently developed by the receiving party by personnel without
access to the Confidential Information. The receiving party may disclose
Confidential Information pursuant to the requirements of applicable law, legal
process or government regulation, provided that it gives the disclosing party
reasonable prior written notice to permit the disclosing party to contest such
disclosure, and such disclosure is otherwise limited to the required disclosure.
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17. Termination
(a) Termination
For Cause. Either party may terminate this Agreement if: (i) the other party
breaches any material term or condition of this Agreement and fails to cure such
breach within twenty-one (21) days after receipt of written notice of the same;
(ii) the other party becomes the subject of a voluntary petition in bankruptcy
or any voluntary proceeding relating to insolvency, receivership, liquidation,
or composition for the benefit of creditors; or (iii) the other party becomes
the subject of an involuntary petition in bankruptcy or any involuntary
proceeding relating to insolvency, receivership, liquidation, or composition for
the benefit of creditors, if such petition or proceeding is not dismissed within
sixty (60) days of filing.
(b)
Effect of Termination. Upon the effective date of the termination of this
Agreement under Section 18(a) above, S2C shall cease running any DR
Advertisements and stop selling the Products, subject to any existing
contractual obligations for media buys and sales related thereto. Within thirty
(30) days of any termination or expiration of this Agreement, each party will
return all Confidential Information of the other party in its possession and
will not make or retain any copies of such Confidential Information except as
required to comply with any applicable legal or accounting record keeping
requirement.
(c) Survival.
The following provisions of this Agreement shall survive any expiration or
termination hereof: Sections 2, 3, 7, 8, 9 and 9 through 22, inclusive.
18.
Publicity. Neither S2C nor PGen shall issue any public
announcements regarding this Agreement or the relationship created herein
without the express written consent of the other party.
19. Dispute
Resolution.
(a)
Mandatory Procedures. The parties agree that any dispute arising out of
or relating to this Agreement shall be resolved solely by means of the
procedures set forth in this Section 20, and that such procedures constitute
legally binding obligations that are an essential provision of this Agreement.
If either party fails to observe the procedures of this Section, as may be
modified by their written agreement, the other party may bring an action for
specific performance of these procedures in any court of competent
jurisdiction.
(b)
Equitable Remedies. Although the procedures specified in this Section 20
are the sole and exclusive procedures for the resolution of disputes arising out
of or relating to this Agreement, either party may seek a preliminary injunction
or other provisional equitable relief if, in its reasonable judgment, such
action is necessary to avoid irreparable harm to itself or to preserve its
rights under this Agreement.
(c) Dispute
Resolution Procedures. If a dispute between the parties cannot be resolved
by informal meetings and discussions within five days after commencement
thereof, the dispute shall be settled by binding arbitration, and a
corresponding judgment may be entered in a court of competent jurisdiction.
Arbitration of any dispute may be initiated by one party by sending a written
demand for arbitration to the other party. This demand will specify the matter
in dispute and request the appointment of an arbitration panel. The arbitration
panel will consist of one arbitrator named by S2C, one arbitrator named by PGen
and a third arbitrator named by the two arbitrators so chosen. The arbitration
hearing will be conducted in accordance with the procedural rules set forth in
the JAMS/Endispute Streamlined Arbitration Rules & Procedures. The site of
the arbitration will be in XXX.
20.
Notices. All notices and approvals under this Agreement
shall be in writing and shall be given by courier or other personal delivery, by
nationally recognized overnight courier service, or by registered or certified mail at the appropriate address indicated above or at
a substitute address designated by notice by the party concerned. Notices shall
be deemed given (i) when delivered, if sent by courier or personally delivered,
(ii) on the business day following the date sent, if sent by nationally
recognized overnight courier service, or (iii) five (5) days after mailing, if
sent by first class registered or certified mail, postage prepaid.
7
21.
Miscellaneous
(a)
Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Arizona, without regard to
principles of conflicts of law.
(b)
Severability. In the event that any provision of this Agreement is found
to be invalid, void or unenforceable, the remaining provisions shall remain
enforceable to the fullest extent permitted by law.
(c)
Relationship of Parties. S2C and PGen are independent contractors and
this Agreement will not establish any relationship of partnership, joint
venture, employment, franchise or agency between S2C and PGen. Neither S2C nor
PGen will have the power to bind the other or incur obligations on the other’s
behalf without the other’s prior written consent.
(d)
Entire Agreement. This Agreement, including all documents incorporated
herein by reference, constitutes the complete and exclusive agreement between
the parties with respect to the subject matter hereof, and supersedes and
replaces any and all prior or contemporaneous discussions, negotiations,
understandings and agreements, written and oral, regarding such subject matter.
Any additional or different terms in any purchase order or invoice by either
party shall be deemed objected to by the other party without need of further
notice of objection, and shall be of no effect or in any way binding upon the
other party.
(e)
Amendments; Waivers. This Agreement may be amended, and any provision
herein waived, only by a written document signed by authorized representatives
of the parties. The waiver of any breach or default of this Agreement will not
constitute a waiver of any subsequent breach or default, and will not act to
amend or negate the rights of the waiving party.
(f)
Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original and both of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed and delivered
this Supply Agreement as of the date first written above.
SCIENCE 2 CONSUMERS INC.
By: /s/ James Janis
James Janis, President
8
9
EXHIBIT A
INITIAL PRODUCTS
Dermalastyl B Face Cream Jar 1oz.
DermaLastyl Bx Pro Fromula 1.7 Oz
Facial Scrub 1.7 oz
Dermalastyl E-Eye serum Jar .5 oz
Wrinkle Eye Radicator Tube .5 oz.
Anti Wrinkle Aftershave
10
EXHIBIT B
CURRENT COST FOR INITIAL PRODUCTS
| Dermalastyl B Face Cream Jar 1oz. |
$2.22 |
| |
|
| DermaLastyl Bx Pro Formula 1.7 Oz |
$5.59 |
| |
|
| Facial Scrub 1.7 oz |
$1.37 |
| |
|
| Dermalastyl E-Eye serum Jar .5 oz |
$2.67 |
| |
|
| Wrinkle Eye Radicator Tube .5 oz. |
$2.67 |
| |
|
| Anti Wrinkle Aftershave |
$3.77 |
Science to Consumers (CE) (USOTC:BEUT)
Gráfico Histórico do Ativo
De Jan 2025 até Fev 2025
Science to Consumers (CE) (USOTC:BEUT)
Gráfico Histórico do Ativo
De Fev 2024 até Fev 2025
