TRADE AGREEMENT 

This Agreement is made effective as of September 01, 1999, by and between Earl Conroy, of Waiora Mara Enterprises, of Graham Valley Road, RD 1 Ngatimoti, Motueka, New Zealand, 
and -
Dr. James Wilson, of 6558 East Cooper Street, Tucson, Arizona 85710.

In this Agreement, the party who is supplying goods for trade or resale shall be referred to as "Supplier", and the party who will be selling or distributing the goods shall be referred to as "Distributor".

Distributor has a background in natural heath services and wishes to distribute or resell the goods and products of Supplier based on this background.

Supplier desires to have its goods and products distributed and/or resold by Distributor.

Therefore, the parties agree as follows:  

1.	TERMS OF TRADE.  Beginning on 1 August 1999, Distributor may purchase goods/products from Supplier on the following terms and conditions:

1.1.	Products and formulas are to be supplied by Supplier to Distributor for resale and/or administering in Distributor’s health practice, and no other purpose unless otherwise stated in a separate agreement or as an amendment to this agreement signed by both parties;
1.2.	Products and formulas may be supplied as separate saleable items, being a product that requires no further labeling or processing or manufacturing; or in bulk or as concentrated formulas.
1.3.	All bulk and concentrated formulas will be diluted and distributed in exact accordance with the instructions given by the Supplier, which both parties agree should produce a sellable product not dissimilar to the separate saleable items produced and made available by the Supplier.
1.4.	Any information provided by the Supplier to the Distributor regarding the ingredients or product formulas that is not public knowledge is strictly covered and protected by the Confidentiality Agreement that accompanies this agreement and is to be agreed upon and signed by both parties.

2.	ADDITIONAL TERMS. Where and if not covered in part or in full elsewhere in this Agreement or any accompanying agreement or to this extent the following terms apply, but shall not limit the extent of these terms when and if covered elsewhere:

2.1.	Distributor agrees that all such formulas and products traded under the terms of this Agreement are the Intellectual property of Supplier and agrees to at no time, throughout the duration of this Agreement and for no less than 5 years after it terminates, to make any attempt to determine by any means including but not limited to reverse engineering, chemical analysis, or through the services of any third party the exact composition of any such formulas and/or products for any purpose, including but not limited to, the intent to re-engineer, copy, or duplicate such product or formula, or to manufacture a similar product with a similar intended use. 
2.2.	Any information regarding but not limited to the composition of any supplied formulas or products provided by the Supplier to the Distributor also may not be disclosed to any third parties for the purpose of reproduction, duplication or re-engineering or used in an attempt to manufacture or reproduce a similar product or a product that is marketed for a similar use or purpose.

3.	LIMITATIONS ON CHANNELS OF RESALE. It is agreed by both parties that Supplier has full and express international rights to the sale of Supplier’s products and product line(s) over and on the Internet. At no time may Distributor attempt to sell on or over the Internet products supplied by Supplier for resale. No other limitations on the means or channels of resale are placed on Distributor henceforth.

4.	TRANSFER OF OWNERSHIP AND TITLE. All goods and products supplied by Supplier to Distributor and any profits derived from the resale thereof remain the full property and title of Supplier until payment for such has been has been received in full as specified in Clause 5.
Transfer of ownership and title from Supplier to Distributor shall not take affect until such payment has been received in full as specified in Clause 5 of this Agreement. 

5.	PAYMENT.  Supplier will maintain a 21 day account for Distributor. Distributor will pay Supplier for the goods purchased within 21 days of receipt of goods and the accompanying invoice, or within 7 days of any statement of account issued thereafter whichever being the later date applicable. The amount invoiced shall be payable in full by one of the following means:

•	bank cheque/draft, 
•	direct bank transfer
•	credit card (namely Visa or Mastercard)
•	via an electronic invoice handled on the internet and payable by credit card (namely Visa or MasterCard) securely over the internet. 

Failure by Distributor to pay its account in full within the time allowed herein will constitute a breach of this agreement as determined by Supplier on a case-by-case basis. At the discretion of Supplier such failure or payment will result in Distributor’s account accruing interest at the rate of 15% p.a. or as much as is legally allowed, which ever be the lesser amount.

6.	SUPPORT SERVICES.  Supplier will provide the following support services for the benefit of Distributor: 
•	Product literature and promotional material as needed
•	Answers to product related questions, if possible and as needed
•	Anything else that is deemed necessary by both parties from time to time.

7.	TERM/TERMINATION.  This Agreement shall be effective for a period of 5 years and shall automatically renew for successive terms of the same duration, unless either party provides 21 days written notice to the other party prior to the termination of the applicable initial term or renewal term.

8.	RELATIONSHIP OF PARTIES.  It is understood by the parties that Distributor is an independent reseller with respect to Supplier, and not an employee of Supplier.  Supplier will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Distributor.

9.	DISCLOSURE.  Distributor is required to disclose any outside activities or interests, including ownership or participation in the development of prior inventions, that conflict or may conflict with the best interests of Supplier.  Prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly, to:

- a product or product line of Supplier
- a manufacturing process of Supplier

10.	EMPLOYEES.  Distributor's employees, if any, who perform services for Supplier under this Agreement shall also be bound by the provisions of this Agreement.  

11.	INDEMNIFICATION.  Distributor agrees to indemnify and hold Supplier harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against Distributor or Supplier that result from the acts or omissions of Distributor, Distributor's employees, if any, and Distributor's agents.

To such extent as is allowable within the law or legal system governing this agreement Distributor also agrees to indemnify and hold Supplier harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against Distributor resulting directly or indirectly from His professional or personal advice given to consumers regarding the products and their use, the subsequent resale or distribution of the supplied products and the consumption of the said goods and products resold or distributed by Distributor – unless such arises as a result of intentional misinformation, misrepresentation or an act of malice by Supplier, Supplier’s employees, if any, and Supplier’s agents.

12.	ASSIGNMENT.  Distributor's obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of Supplier.

13.	INTELLECTUAL PROPERTY.  The following provisions shall apply with respect to copyrightable works, ideas, discoveries, inventions, applications for patents, and patents (collectively, "Intellectual Property"):

a.  Distributors Intellectual Property.  Distributor does not personally hold any interest in any Intellectual Property related to or covered by this agreement.

b.  Development of Intellectual Property.  Unless otherwise agreed upon on a case by case basis, any improvements to Intellectual Property items listed on Exhibit A, further inventions or improvements, and any new items of Intellectual Property discovered or developed by Distributor (or Distributor's employees, if any) directly or indirectly as result of this trade relationship or that would not have come about otherwise, that bare reasonable similarity to Suppliers Intellectual Property during the term of this Agreement shall be the property of Supplier.  Distributor shall sign all documents necessary to perfect the rights of Supplier in such Intellectual Property, including the filing and/or prosecution of any applications for copyrights or patents.  Upon request, Distributor shall sign all documents necessary to assign the rights to such Intellectual Property to Supplier.

14.	CONFIDENTIALITY.  Supplier recognizes that Distributor has and will have the following information:

- products
- costs
- details of future plans
- details of process information
- details of trade secrets
- technical information
- copyrights

and other proprietary information (collectively, "Information") which are valuable, special and unique assets of Earl Conroy of Waiora Mara Enterprises and need to be protected from improper disclosure. To this effect a separate “Confidentiality Agreement”, to accompany this agreement, shall be signed and agreed upon by both parties and shall constitute a part of this agreement, under this clause.

The following is agreed upon herein adjacent to the accompanying above mentioned “Confidentiality Agreement”, but shall not limited such to the terms herein:

In consideration for the disclosure of the Information, Distributor agrees that Distributor will not at any time or in any manner, either directly or indirectly, use any Information for Distributor's own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of Supplier.  Distributor will protect the Information and treat it as strictly confidential.  A violation of this paragraph and/or any aspect of the separate Confidentiality Agreement accompanying this agreement shall be a material violation of this Agreement.

15.	UNAUTHORIZED DISCLOSURE OF INFORMATION.  If it appears that Distributor has disclosed (or has threatened to disclose) Information in violation of this Agreement and/or the attached Confidentiality Agreement, Supplier shall be entitled to an injunction to restrain Distributor from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed.  Supplier shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

16.	UPON TERMINATION. As stated in Clause 7 this Trade Agreement may be terminated in writing by either or both parties with 21 days notice thereof. 
Upon termination of this agreement all concentrated or bulk formulas that were supplied to the Distributor by the Supplier shall be returned to the Supplier within 14 days at the Suppliers request and expense thereof. Supplier will credit Distributor the full value of all such bulk formulas and concentrated formulas as originally paid by Distributor for the goods in question. 
Any and all products supplied to Distributor but not yet paid for upon termination of this agreement remain the property of Supplier and shall be returned in full by Distributor to Supplier at Distributor’s expense within 14 days of the said termination.

17.	CONFIDENTIALITY AFTER TERMINATION.  The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.

18.	NON-COMPETE AGREEMENT (to whatever extent enforceable).  Recognizing that the various items of Information are special and unique assets of Supplier that need to be protected from disclosure, and in consideration of the disclosure of the Information, Distributor agrees and covenants that for a period of 2 years (unless covered and agreed upon elsewhere for a greater period of time) following the termination of this Agreement, whether such termination is voluntary or involuntary, Distributor will not directly or indirectly engage in any business or product development competitive with Supplier if such business or product development bares close resemblance to products supplied by Supplier to Distributor during the course of this agreement.  This covenant shall apply to the geographical area that includes New Zealand and the United State of America. It shall also apply to business carried out on the Internet.  Directly or indirectly engaging in any competitive business includes, but is not limited to, (i) engaging in a business as owner, partner, or agent, (ii) becoming an employee of any third party that is engaged in such business, or (iii) becoming interested directly or indirectly in any such business, or (iv) soliciting any customer of Supplier for the benefit of a third party that is engaged in such business.  Both parties agree that this non-compete provision will not adversely affect the livelihood of Distributor, and that this Clause is included herein to disallow any obvious attempt on behalf of Distributor to produce the same or a similar product(s) or product line(s) as was originally developed and supplied by Supplier to Distributor, and therefore its ramifications need not extend beyond realizing such purpose.

19.	NOTICES.  All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows:

IF for Supplier:

Earl Conroy, dba Waiora Mara Enterprises
Graham Valley Road, RD 1 Ngatimoti
Motueka, New Zealand, _________________________  __________

IF for Distributor:

Dr. James Wilson
6558 East Cooper Street
Tucson, Arizona  85710

Such address may be changed from time to time by either party by providing written notice to the other in the manner set forth above.

20.	ENTIRE AGREEMENT.  This Agreement and the accompanying Confidentiality Agreement contain the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written.  This Agreement and the accompanying Confidentiality Agreement supersedes any prior written or oral agreements between the parties.

21.	AMENDMENT.  This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.

22.	SEVERABILITY.  If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.  If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

23.	WAIVER OF CONTRACTUAL RIGHT.  The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

24.	APPLICABLE LAW.  This Agreement shall be governed by the laws of New Zealand and the American State of Arizona.

Party receiving services:
Earl Conroy, dba Waiora Mara Enterprises

By:	____________________________________________________
Earl Conroy
Director

Party providing services:
Dr. James Wilson

By:	____________________________________________________
Dr. James Wilson

Exhibit A:
Intellectual property referred to, covered and protected by this Agreement
“Thyrodine”
“Immunoguard”
“Pyri-ZINC”
“Immune Herbal Formula”
“Adrenal Stress Formula”
“Circulo”
“Hypo-Glyce”

… and any other products unique to Supplier being the intellectual property thereof that are supplied to Distributor for resale.

Final Checklist for Trade Agreement
Party receiving services:  Earl Conroy, dba Waiora Mara Enterprises
Party providing services:  Dr. James Wilson
September 19, 1999

Make It Legal

_____	The Trade Agreement should be signed by both parties, and becomes effective as of the date specified in the Agreement. 

_____	It is advisable to sign two copies of the Agreement so that each party will have a copy with original signatures.

Copies

Give a signed copy of the document to:

_____ Earl Conroy, dba Waiora Mara Enterprises

_____	Dr. James Wilson

When to Consult a Lawyer

*	The non-compete provision is intended to provide additional protection against the possibility that the knowledge gained by the consultant regarding the company will not be used in the future to compete with the company. 

However, the courts in many states view non-compete provisions as "restraints of trade," and therefore are reluctant to enforce them.  Some states have significant restrictions on the enforceability of non-compete provisions.  Therefore, it is advisable to consult a lawyer to determine to what extent a non-compete provision may be enforceable in your state.

Other Information

*	It is not necessary that the signatures be witnessed or notarized.

*	Original copies should be kept in a fire-proof and safe location.

Reasons to Update

*	Change in the terms or conditions of the Agreement.