Reseller Agreement

Home
Reseller Agreement

Retail Distribution Terms and Conditions

Effective immediately and in consideration for the opportunity to purchase and distribute Lira Cosmeceutical, Inc. (“Lira”) products (“Lira Clinical Products”), and Reseller, the Parties agree as follows:

RESELLER SHALL NOT MARKET LIRA PRODUCTS FOR RETAIL SALE OVER THE INTERNET, INCLUDING, WITHOUT LIMITATION, VIA WEBSITE, E-MAIL, ONLINE AUCTION SITE OR ONLINE MARKETPLACE. RESELLER ACKNOWLEDGES THAT ANY RIGHT TO SELL LIRA PRODUCTS ON THE INTERNET SHALL REQUIRE EXPRESS WRITTEN CONSENT WHICH MAY BE ATTACHED HERETO AS AN ADDENDA.
RESELLER WILL NOT INCLUDE ANY PRICE INFORMATION WITH RESPECT TO ANY LIRA PRODUCT IN ANY ADVERTISING, MARKETING OR OTHER PROMOTIONAL INFORMATION OR MATERIALS.
RESELLER WILL NOT ALTER LIRA PRODUCTS OR PACKAGING FOR LIRA PRODUCTS IN ANY WAY.
RESELLER WILL NOT ENGAGE IN ANY TRADE PRACTICE WHICH WOULD INJURE THE REPUTATION OF LIRA OR ANY LIRA PRODUCT.

The Parties agree that in the event Reseller violates any of the foregoing terms and conditions, such action shall constitute irreparable harm to Lira Cosmeceutical and shall be subject to the following remedies:

Immediate forfeiture and return to Lira, at Reseller's sole expense, without reimbursement of any kind or amount, of all Lira Clinical Products remaining in Reseller's inventory.

Equitable relief, including Injunctive relief, by a court of competent jurisdiction.

The Parties each acknowledge that damages for violation of Provision A hereof would be difficult to ascertain. Therefore, the Parties agree that damages for violation of Provision A shall be calculated as 3x the total amount charged by Reseller for all orders received by Retailer on any sales generated or facilitated via the internet as specified in Provision A hereof.

With respect to the enforcement of any provision of this Agreement, the Parties consent to jurisdiction and venue in Alameda, California. The Parties further agree that the laws of the State of California shall apply. The Parties agree that the substantially prevailing party in any litigation under this Agreement shall be entitled to the award of reasonable attorneys' fees and costs.