270 Legal [Sample Agreements]

PRIVATE LABEL SUPPLY AGREEMENT AND STRATEGIC ALLIANCE

This Private Label Supply Agreement and Strategic Alliance (“Agreement”), dated August 25, 2005 (“Effective Date”), is entered into by NutraCea, a California corporation (“NUTRA”), and ITV Global, a Nevada corporation (“ITV”).

Recitals

A. NUTRA is engaged in the business of producing and selling various types of nutritional products.

B. ITV is engaged in the business of marketing and selling various types of products via Direct Response advertising.

C. ITV and NUTRA desire that ITV purchase from NUTRA, and NUTRA sell to ITV, upon and subject to the terms and conditions set forth in this Agreement, certain products mentioned herein.

D. ITV and NUTRA desire that ITV exclusively market and distribute world-wide certain products labeled and marketed as the “Rice Patty” collection, as described herein.

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2.4 Fulfillment of Product. NUTRA shall contract with one or more third party manufacturer(s) to manufacture, assemble, package, and label the Products. The manufacturer shall be a company selected in writing by NUTRA. The manufacturer must be able to supply Product of at least equal quality to the Product currently supplied by NUTRA. The manufacturer shall be obligated to obtain the “RiSolubles” and other SRB derivatives from NUTRA, and shall utilize the same Product formulations and raw material sources of supply as currently utilized by NUTRA, without variations, except to the extent expressly approved by NUTRA in advance and in writing. Such manufacturer shall contract directly with NUTRA to provide the Product and shall ship the Product to ITV in accordance with all ITV purchase orders to NUTRA issued pursuant to this Agreement. ITV shall not place orders directly with the manufacturer. ITV shall enter into a written agreement with the manufacturer to guaranty payment for all Product produced pursuant to the manufacturing agreement and such guaranty shall be the sole recourse of the manufacturer in the event of a payment default under the manufacturing agreement. The current and future manufacturer must accept ITV as the sole source of payment under the manufacturing agreement and must agree to be paid for each shipment * days following shipment of the Product order. During the term of this Agreement the parties agree to evaluate alternate manufacturing options, subject to approval by NUTRA in its sole discretion. If, at any time in the future, NUTRA agrees to utilize a manufacturer approved by ITV and that manufacturer does not agree to accept ITV as the sole source of payment under the manufacturing agreement, ITV shall pay for the Product on alternate payment terms that protect NUTRA from liability for the manufacturing costs. All manufacturers must enter into a nondisclosure and non-circumvention agreement in a form acceptable to NUTRA prior to obtaining proprietary Product Information, submitting bids, or commencement of any manufacturing activities.
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