EXHIBIT 10.05
BRANDING AND MARKETING AGREEMENT
This Branding and Marketing Agreement (“Agreement”), dated December [__], 2007
(the “Effective Date”), is made and entered into by and between Specialty Nutrition Group,
Inc., a Florida corporation (“Contractor”), and Health Enhancement Products, Inc. an Arizona
corporation (“Client”).
WHEREAS , Contractor consults on and implements strategic marketing and branding
solutions; and
WHEREAS , Client wishes to engage Contractor to reposition, rebrand and
repackage Clients product currently called “ProAlgazyme” (the “Product”) as more particularly
described on a Statement of Work (as defined below); and
WHEREAS , Contractor wishes to reposition, rebrand and repackage ProAlgazyme
upon the terms and conditions of this Agreement.
NOW , THEREFORE , in consideration of the premises and the mutual covenants
contained in this Agreement, the parties agree to the foregoing and as follows:
1.
GENERAL
This Agreement represents the terms and conditions under which Contractor shall
reposition, rebrand and repackage ProAlgazyme pursuant to a statement of work (“Statement
of Work” or “Project”) which shall be substantially similar in form and substance to the
Statement of Work attached hereto as Exhibit A. If the Project increases or changes to include
more Statements of Work, each Statement of Work entered into by the parties shall incorporate
by reference the terms of this Agreement and shall be made a part hereof; provided, however,
the contents of any Statement of Work shall take precedence over any conflicting provision in
this Agreement solely to the extent necessary to resolve such conflict.
2.
CONTRACTOR RESPONSIBILITIES
2.1 Repositioning, Rebranding and Repackaging.
Contractor shall propose and implement the repositioning, rebranding and
repackaging strategies in accordance with the terms set forth in the applicable Statement of
Work. Contractor shall design and implement the aforementioned strategy with the assistance
of Client and/or such third