This agreement is entered into this 15th day of May, 2002 by and between Alcide Corporation, a Delaware corporation whose offices are located at 8561 154th Ave. N.E., Redmond, Washington, U.S.A. (hereinafter "Supplier") and Agri-Lloyd International LTD whose offices are located at Glendower Road, Leominster, Herefordshire, UK (hereinafter "Distributor"), and supersedes all previous agreements between the parties.

        NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1.    Definitions

        As used herein, the term

        1.1  "Contract Term" shall mean that period stated on Schedule A attached hereto.

        1.2  "Products" shall mean Alcide external udder care products, including UDDERgold Germicidal Barrier Teat Dip, UDDERgold Platinum Barrier Teat Dip and DIPPINgold Pre and Post Milking Teat Dip.

        1.3  "Territory" shall be as defined on Schedule B.

2.    Appointment of Distributor

        2.1  Subject to the terms and conditions of this Agreement, Supplier hereby appoints Distributor as exclusive distributor for the Products for the Territory. Distributor hereby accepts said appointment and agrees to actively promote and sell the Products. [*]

        2.2  In accepting this appointment, Distributor agrees that it and the other subsidiaries of Tangerine Holdings Limited shall not, directly or indirectly, sell or distribute in the Territory, or develop:

        (a)  Any other external udder disinfectant product during the Contract Term.

        (b)  Any product containing acidified chlorite, chlorous acid or chlorine dioxide as its active ingredients or degradents during the Contract Term and for a period of two (2) years thereafter. [*]

        (c)  Alcide products sourced through other Alcide distributors unless approved in writing by Alcide.

        2.3  Distributor may appoint agents, dealers or sales representatives to act on Distributor's behalf for sales of the Products in the Territory, provided that any compensation to such agents, dealers or representatives shall be solely Distributor's responsibility.

        2.4  Subject to the terms and conditions of this Agreement, Distributor is authorized to sell the Products purchased from Supplier in such manner, at such prices and upon such terms as Distributor shall determine. Distributor is an independent contractor, not an agent or representative of Supplier. Distributor shall not assume or create any obligation in the name of Supplier or make any representation, warranty or guarantee on behalf of or in the name of Supplier.

        2.5  Labeling of the Products shall be determined exclusively by Supplier. Distributor will have the right to review all Product labels prior to final approval by Supplier, and Distributor's name and trademark shall be displayed on all labels for product delivered in the Territories. Distributor


 

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