SANI-HANI CORP. SANIBUDDY AGREEMENT
This Agreement ("Agreement") is entered into as of [insert date] by and between Sani-Hani
Corp., having its principal place of business located at 15364 E Nassau Dr. Aurora, CO 80013
(Sani-Hani Corp.) and Buddy Industries LLC, whose address is at 4342 Quail Field Dr. Arlington, TX
76001 (SaniBuddy) both of whom agree to be bound by this Agreement.
WHEREAS,
1) Sani-Hani Corp. is a manufacturer of [insert the product name and brief description] [“the
product”] and is the owner of the said Products.
2) Sani-Hani Corp. desires to engage SaniBuddy in order to sale the products.
3) Sani-Hani Corp. and the SaniBuddy desire to enter into an arrangement whereby Sani-Hani
Corp. shall transfer to SaniBuddy all rights to the patent and all the physical and Intellectual
Property in the products if SaniBuddy sales 125,000 units of the product within the first year
of this agreement according to the terms and conditions herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises made by the parties
hereto, Sani-Hani Corp. and the SaniBuddy (individually, each a “Party” and collectively, the
“Parties”) covenant and agree as follows:
1) TERM
This Agreement shall last from the date of execution for a period of 1 year, renewable, or until
terminated by thirty (30) days’ written notice by either party.
2) EFFECT OF TERMINATION
Upon termination according to section 1, the following shall occur:
I. The SaniBuddy shall continue to receive the percentage share described herein from any
continuing sales done in the premises of the SaniBuddy.
II. The SaniBuddy shall direct all further inquiries regarding the Product back to Sani-Hani
Corp.;
III. The SaniBuddy shall return any products in its possession including (but not limited to)
marketing material, business plans, customer lists, and pricing information.
3) RESPONSIBILITIES OF THE SANIBUDDY
In consideration for the percentage share granted herein, the SaniBuddy shall perform the following
duties:
I. Performing research and other prospecting duties with regard to potential customers; and
II. Completing paperwork as needed; and
III. Performing other such duties and services as may be assigned by Sani-Hani Corp. to
accomplish the aims of this Agreement in the time, place, and manner deemed
appropriate by the SaniBuddy.
IV. [Kindly expound on the duties]
4) PRODUCT PRICE
i. Sani-Hani Corp. shall sale to SuniBuddy the products at $4 per piece.
ii. The minimum number of products that can be purchased is 1,000 units.
5) INDEPENDENT CONTRACTOR
The Parties agree that the Parties shall be considered independent contractors and not agents or
employees of the other Party. Neither Party shall have authority to make any statements,
representations, or commitments of any kind, nor to take any action which shall be binding on the
other Party, except as may be expressly provided for herein or authorized in writing.
6) CONFIDENTIALITY
The SaniBuddy shall not, in any fashion, form, or manner, either directly or indirectly:
I. Disclose or communicate to any party any information relating to Sani-Hani Corp.’s business
or the Product including (but not limited to) customer lists, price points, or marketing plans
(the “Confidential Information”);
II. Duplicate any Confidential information; and
III. Use any Confidential Information other than solely for the benefit of Sani-Hani Corp.; or
IV. Assist a third party in using any Confidential Information in any manner but solely for the
benefit of Sani-Hani Corp.
7) APPROVAL OF MARKETING MATERIAL
The SaniBuddy shall receive written confirmation from Sani-Hani Corp. in using any marketing
materials related to the Product that was not directly provided by Sani-Hani Corp. for the 1 year
period.
8) EXPENSES
SaniBuddy shall not be entitled to reimbursement for any expenses except those that have been
previously approved in writing by Sani-Hani Corp.
9) INDEMNIFICATION
SaniBuddy agrees to defend, indemnify, and hold harmless Sani-Hani Corp. from and against any
all-third-party claims (or other actions that could lead to losses by Sani-Hani Corp.) that are based
upon the SaniBuddys;
I. violation of the law; or
II. violation of this Agreement; or
III. violation of any third party’s rights.
10) ENTIRE AGREEMENT
This Agreement represents the full understanding of the Parties and shall supersede all previous
oral or written agreements regarding the subject matter herein.
11) FORCE MAJEURE
None of the Parties shall be liable for any failure or delay in performing any of its obligations under or
pursuant to this Agreement if such failure or delay is due to any cause whatsoever outside their
reasonable control, and they shall be entitled to a reasonable extension of the time for performing
such obligations as a result of such cause.
12) MEDIATION AND PROPER LAW
13.1 The Parties shall use all reasonable endeavors to resolve any dispute amicably and in good
faith.
13.2 Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of
The State of Colorado (and any court of appeal) and waives any right to object to an action being
brought in those courts, including on the basis of an inconvenient forum or those courts not having
jurisdiction.
13) NOTICES AND SERVICE
14.1 Any notice so served by hand, e-mail or post shall be deemed to have been duly given:
i. in the case of delivery by hand, when delivered.
ii. in the case of fax or electronic mail on a business day prior to 5.00 pm, at the time of receipt.
iii. in the case of prepaid recorded delivery, special delivery, or registered post, at 10am on the
second business day following the date of posting.
14.2 provided that in each case where delivery by hand or by e-mail occurs after 5pm on a business
day or on a day which is not a business day, service shall be deemed to occur at 9am on the next
following business day. References to time in this clause are to local time in the country of the
parties.
14) APPLICABLE LAW
This Agreement and the interpretation of its terms shall be governed by and construed in
accordance with the laws of the State of Colorado and subject to the exclusive jurisdiction of the
federal and state courts located Colorado.
IN WITNESS WHEREOF, each of the Parties has executed this Agreement, both Parties by its duly
authorized officer, as of the day and year set forth below.
/s/_________________________________
Ryan Huhn,
SANI-HANI CORP
[Insert Date]
/s/_________________________________
Elias Devila,
BUDDY INDUSTRIES LLC
[Insert Date]
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