Exhibit 10.15
Term Sheet for Exclusive Distribution Agreement
February 2006
Nidaria Technology Ltd.
And
Teeka Tan Products
Parties
Nidaria Technology Ltd. (" Nidaria" ) and Teeka Tan Products intend to enter into an exclusive distribution agreement (the " Agreement" ) for purposes of commercializing the sun care product line by the name of Safe SeaTM, with active ingredients which have the effect of jellyfish sting inhibitor (the " Products" ).
Terms
Five (5) year exclusive agreement for defined " Retail Consumer Markets" in certain territories as described below (the " Territory" ).
Products price
Teeka Tan will pay the cost listed below per product. The products would be supplied as bulk in one of the two alternatives, at Nidaria' s decision:
1. $14 per Kg (SPF0 SPF30) FOB Israel.
2. $14.8 per Kg (SPF0 SPF30) DDU Daytona Beach, FL (sea freight).
ullet Bottle Label and fill are at the expense of Teeka Tan
ullet The price for SPF50 will be higher by $3.15 per Kg.
Payment terms will be one of the two, at Teeka Tan' s decision:
1. In advance of production by wire transfer or credit card.
2. 60 days from B.L by an irrevocable confirmed LC, by wire transfer.
Appointment and License
Nidaria will grant Teeka Tan a non-exclusive, personal, limited, and non-transferable license for the term of the Agreement, to use and display the Nidaria Trademarks for the sole purpose and in accordance with Teeka Tan obligations under this Agreement. Trademarks shall mean those:
ullet Trademarks;
ullet Trade names
ullet Service marks;
ullet Trade Dress;
ullet Logo
ullet Copyrights in advertising and promotional materials; and
ullet Website and all website links in the territory.
ullet Teeka Tan has the right to appoint sublicenses subject to the control and responsibility of Teeka Tan.
Nidaria endash Teeka Tan Distribution Term Sheet
February 2006
Minimum Purchases and Warrant
Teeka Tan agrees to purchase an aggregate minimum amounts per each 12 months period starting on the signing date (each a " contract year" ) as follows:
1st Year 3,750 Kg
2nd Year 6,250 Kg
3rd Year 7,500 Kg
4th year 11,875 Kg
5th year 15,625 Kg
Additionally, Teeka Tan will issue Nidaria a warrant to purchase up to 1 million shares of Teeka Tan' s restricted common stock, at a price per share of .05. The warrant shall be exercisable during a period of 5 years.
Territory and Channels
The agreement will grant Teeka Tan exclusive rights to market the Products as described herei ...
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