Attached files
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| 8-K - PACIFICHEALTH LABORATORIES INC | v210339_8k.htm |
Exhibit
10.1
February 4, 2011
PacificHealth
Laboratories
100
Matawan Rd
Matawan,
NJ 07747
Dr.
Robert Portman
Signal
Nutrition LLC
247 Kemp
Ave.
Fair
Haven, NJ 07704
Dear
Robert,
You've
made tremendous progress in developing our 2011 consumer messaging and new
product plans. It is our intention to continue our arrangement with
recognition of the incremental hours the assignment is taking.
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I.
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Parties
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a.
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This consulting
agreement is between PacificHealth Laboratories, Inc.
(“PHLI”) and Signal Nutrition LLC.
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II.
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Responsibilities
of Signal Nutrition, LLC (continued as per our original agreement, which
is hereby terminated)
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a.
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Science
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i.
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Develop
a cohesive scientific posture for the sales group using new and existing
studies
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ii.
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Work
with outside researchers to set up new studies that will support and
extend the benefits of PHLI’s line of endurance
products
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iii.
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Design,
solicit and review study protocols to be conducted by outside
investigators
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iv.
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Analyze
any existing research that can be submitted for publication and used in
marketing and sales efforts
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v.
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Assist
in getting studies published
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vi.
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Liaison
with potential licensees for
PHLI technology
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b.
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Marketing/Communications
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i.
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Analyze
existing sales data and tactics
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ii.
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Implementation
of the 2011 marketing plan based upon the agreed to product and messaging
goals
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iii.
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Implementation
of the communication plan that includes but is not limited to Nutrition
Handbook, Nutrition Edge Program, Editorial content, and our new PHLI Ad
campaign
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iv.
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Work
with our Pro Athletes to coordinate their involvement in corporate ads,
editorials, nutrition handbook content, nutrition edge content, and
overall messaging.
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v.
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Manage
outside creative group to develop creative elements to implement plan
including consumer ads and trade
brochures
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vi.
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Coordinate
with Tara Hart implementation of our internet
messaging
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vii.
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Track
and manage compliance with our advertising
partners
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c.
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New
products
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i.
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Continued
development of Accel Recover Bar, 2nd
Surge to launch by April 2011, and other potential products for later 2011
– 2012 implementation
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ii.
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Work
with outside formulators to develop commercially viable
products
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d.
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Other
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i.
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Author articles
as requested for submission to specialty sports
journals
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ii.
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Give
lectures and talks as requested to consumers and trade on endurance
nutrition
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III.
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Time
Requirement
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a.
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It
is estimated that Signal Nutrition would spend a minimum of 120 hours per
month in execution of this agreement. Signal Nutrition shall provide its
services under this agreement only through Dr. Robert
Portman.
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IV.
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Compensation
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a.
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PacificHealth
laboratories will pay Signal Nutrition a monthly fee of $16,000 on the
first of every month, commencing on March 1, 2011. However it
will be deferred until the PHLI’s cash position can afford to make the
payments, estimated to be at or about July 1,
2011.
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b.
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A
bonus payout if PHLI exceeds its budgeted sales and profit plan for 2011.
This bonus will be at the discretion of Fred Duffner with board approvals
as necessary, from which Dr. Robert Portman must
abstain.
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c.
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Additionally
PacificHealth laboratories will pay any travel expenses for travel
requested and approved by PacificHealth
Laboratories
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d.
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After
2011 both parties will review the monthly fee and, if necessary, make any
adjustments based on future anticipated
activity.
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V.
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Covenant
Not to Compete
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During
the period in which Signal Nutrition and Dr. Portman perform services under this
Agreement, neither Signal Nutrition and Dr. Portman shall, without the prior
written consent of the Company, directly or indirectly, render services of a
business, professional or commercial nature (whether for compensation or
otherwise) to any person or entity competitive with the business engaged in by
the Company or any of its subsidiaries, or serve as an officer, director,
employee, partner, member, owner, consultant or independent contractor in any
entity which is competitive with the business engaged in by the Company or any
of its subsidiaries. Signal Nutrition and Dr. Portman acknowledge
that the restrictions contained in this Section V of this Agreement are fair and
reasonable to protect the legitimate interests of the Company, are not
unreasonably burdensome to Signal Nutrition or Dr. Portman, and are supported by
adequate consideration.
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VI.
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Term
and Termination
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a.
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This
agreement shall continue indefinitely but can be terminated by either
party for any reason on thirty (30) days prior notice. PacificHealth
laboratories will be responsible for paying any fees or
approved travel expenses thru the date of
termination.
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Robert,
it is now time to execute the plan. I look forward to continuing to
work together to turn PHLI around and return it to profitability in
2011.
| Sincerely, | Agreed To Dr. Robert Portman | |||
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/s/Frederick
Duffner
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/s/Robert
Portman
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Fred
Duffner, CEO
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Robert
Portman
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PacificHealth
Laboratories, Inc.
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Signal
Nutrition LLC
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