Exclusive Distribution Agreement (2007)Full Document 

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This exclusive distribution agreement (“Agreement”) is made the            day of June 2006, between Avasoft, Inc., a California corporation ("Avasoft"), and Piancone Group International, a Nevada corporation organized and existing under the laws of Nevada ("Piancone").


WHEREAS, Avasoft markets, and sells an innovative system of soft serve ice cream delivery which Piancone desires to distribute in the Territory (as defined herein);

WHEREAS, Piancone has represented that it possesses the necessary expertise, equipment, facilities and sales organization to promote and sell such Products in the Territory;

WHEREAS, Avasoft is willing to appoint Piancone and Piancone is willing to accept appointment as Avasoft's exclusive distributor of the Products (as defined herein) in the Territory (as defined herein) on the terms and subject to the conditions set forth in this agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth and for other valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto hereby agree as follows:



For purposes of this Agreement, the following words, terms and phrases, where written with an initial capital letter, shall have the meanings assigned to them in this Article I unless the context requires otherwise:


Affiliate.  "Affiliate" means, when used with reference to a person or entity, any company that is controlled by, or which controls or is under common control with, such person or entity.  


Commitment.  “Commitment” means that during the term of this Agreement that Piancone contractually commits to purchase certain Product Minimums as set defined in Section 1.8.


Confidential Information. "Confidential Information" means all information (whether oral, written or electronic and whether or not such information is expressly designated by the parties as confidential) which has been or is hereafter disclosed by the parties, directly or indirectly, regardless of the form or manner in which it is disclosed, related in any way to the parties’ or Affiliates' markets, customers, products, patents, inventions, trade secrets, procedures, methods, designs, strategies, plans, assets, liabilities, costs, revenues, profits, organization, employees, agents, distributors, suppliers, or business in general.

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Avasoft Confidential



Customer.  "Customer" means any actual or potential purchaser of the Products in the Territory.


Distributor Price.  "Distributor Price" has the meaning assigned to such term in Section 7.1 hereof.


Exclusive Distributor.   “Exclusive Distributor” means Avasoft shall appoint Piancone to act as its sole distributor of the Products in the Territory.  


Minimums.  “Minimums” means that during the term of this Agreement Piancone shall purchase not less than Forty-Eight Thousand (48,000) cases per annum or Four Thousand (4,000) cases per month of Avasoft Brand ice cream products and one thousand (1,000) Avasoft Brand machines from Avasoft or any present or future subsidiaries or affiliates of Avasoft, unless the Commitment is reduced or terminated as provided in this Agreement.


Products.  "Products" mean the Avasoft Brand products listed in Exhibit A hereto.  Avasoft may, in its sole and absolute discretion and without incurring any liability or obligation to Piancone, amend Exhibit A from time to time if any product or line of products listed therein is discontinued or Avasoft ceases to offer such product or line of products in the territory for technical, marketing or other reasons.  Avasoft shall give Piancone written notice of any such amendment.


Quality Standards.  "Quality Standards" shall have the meaning assigned to such term in Section 6.1 hereof.


Sample Product.  “Sample Product” shall mean Avasoft shall provide Piancone certain sample products as an incentive to purchase Products pursuant to Avasoft’s Machine Incentive Program, as adjusted by Avasoft from time to time, with each pallet of Avasoft Brand ice cream product and machine ordered (refer to Section 4.5 below).

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