eDiets.com Inc. Contracts
Sample Business Contracts
Technology Licence Agreement - eDiets British Virgin Islands Inc. and eDiets Europe Ltd.
DATED 28th November 2000
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(1) eDiets British Virgin Islands Inc.
and
(2) eDiets Europe Limited
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TECHNOLOGY LICENCE AGREEMENT
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Mason Hayes & Curran, Solicitors
6 Fitzwilliam Square
Dublin 2
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THIS AGREEMENT dated 28th day of November, 2000
BETWEEN
(1) eDiets British Virgin Islands Inc. a company incorporated in the
British Virgin Islands with registered number 417438 having its
registered office at P.O. Box 3340, Road Town, Tortola, British Virgin
Islands (hereinafter "eDiets" which expression shall include its
successors and permitted assigns), and
(2) eDiets Europe Limited a company incorporated in Ireland with registered
number 329476, having its registered office at 49 Lower Dorset Street,
Dublin 1 which expression shall include its successors and permitted
assigns (hereinafter "the Company").
RECITALS:
1. By an agreement dated 28th November, 2000, ("the Joint Venture
Agreement") the Shareholders (as therein defined) agreed to invest in
and operate the Company as a joint venture subject to the terms of the
Joint Venture Agreement.
2. eDiets is the proprietor of the Technology (as hereinafter defined).
3. The Company is desirous of obtaining a licence of the Technology for
the purposes of the Business (as hereinafter defined).
4. eDiets agrees that in consideration of Unislim, eDiets.com Inc. and the
Company entering into the Joint Venture Agreement, eDiets will grant a
licence to the Company to use the Technology subject to and upon the
terms and conditions hereinafter appearing.
IT IS HEREBY AGREED AS FOLLOWS:
1. Definitions and Interpretation.
1.1 In this Agreement and the Recitals, where the context to admits, the
following words and expressions shall have the following meanings:
"Agreement" means this Technology Licence
Agreement.
"Business" means the business of the Company
as described in Clause 4 of the
Joint Venture Agreement and such
other business as the Shareholders
may agree from time to time (in
accordance with Clause 5 of the
Joint Venture Agreement) should be
carried on by the Company;
"Confidential Information" means all confidential information
as specified in clause 9 below.
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"Copyright" Means the copyright specified in
Schedule 1 hereto.
"Effective Date" Means the date of this Agreement.
"Holding Company" means a Holding Company as defined
by Section 155 of the Companies
Act, 1963 or a parent undertaking
as defined by the European
Communities (Companies Group
Accounts) Regulations, 1992.
"Improvements" Means all improvements,
enhancements, advancements,
modifications, revisions, changes
or alterations in or to the
Technology.
"Intellectual Property Rights
or IPR" Means all Intellectual Property
Rights of eDiets in the Technology
including without limitation
applications, Patents, inventions,
Improvements, Trade Marks, design
rights, Copyright, database rights
(whether or not any of these is
registered and including any
applications for registration of
any such rights), Know-How,
confidential information and trade
secrets and all rights or forms for
the protection of a similar nature
or having similar effect to any of
these which may exist anywhere in
the world.
"Joint Venture Agreement" Means the Joint Venture Agreement
dated the 28th day of November,
2000 between Unislim Ireland
Limited, eDiets.com Inc. and the
Company.
"Know How" Means know-how or experience
whether patentable or not including
but not limited to all design or
manufacturing techniques, operating
instructions, machinery designs,
raw materials or products
specifications, drawings, blue
prints and any other technical and
commercial information relating to
research, design, development,
manufacture, assembly use or sale
belonging to eDiets;
"Patents" Means the patent(s) and patent
applications specified in Schedule
1 hereto;
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"Subsidiary Company" means a Subsidiary company as
(or Subsidiary in its plural form) defined by Section 155 of the
Companies Act, 1963 or a Subsidiary
undertaking as defined by the
European Communities (Companies
Group Accounts) Regulations, 1992;
"Trade Marks" Means the trade mark applications
specified in Schedule 1 hereto;
"Technology" Means the Patents, Trade Marks,
Know How and Copyright and trade
secrets including those specified
in Schedule 1 hereto and all
Intellectual Property Rights
therein, which for the avoidance of
doubt shall include all future
technology developed by eDiets or
eDiets.com Inc. relating to the
Business;
"Term" Means the term specified in clause
10.1;
"Territory" Means the Territory set out in
Clause 3.1 (b)-(d) inclusive of
the Joint Venture Agreement;
1.2 Words and expressions defined in the Joint Venture Agreement shall,
unless the context otherwise requires, have the same meaning when used
herein.
1.3 Save as otherwise provided herein, any references in this Agreement to
clauses or paragraphs are references to the clauses or paragraphs of
this Agreement unless the context otherwise admits or so requires.
1.4 Words such as hereunder, hereof and herein and other words commencing
with here shall unless the context clearly indicates to the contrary,
refer to the whole of this Agreement and not to any particular clause
hereof.
1.5 References to the singular shall include the plural and vice versa and
reference to any gender shall include other genders.
1.6 The headings to the clauses in this Agreement are for reference only
and shall not affect the interpretation of this Agreement.
1.7 This Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which when
executed and delivered shall constitute an original, all such
counterparts together constituting as one and the same instrument.
1.8 Amendments to or modifications of this Agreement may be made only by
mutual agreement of all parties in writing and shall be subject to
whatever approvals or appropriate authorities as may be required by
law.
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1.9 A waiver by either party of any breach by any other party of any other
terms, provisions or conditions of this Agreement or the acquiescence
of such party and any act (whether by commission or omission) which but
for such acquiescence would be a breach as aforesaid shall not
constitute a general waiver of such term, provision or condition or of
any subsequent act contrary thereto.
1.10 This Agreement shall not constitute any party, the legal
representative, partner or agent of the other parties or any of them
nor (save as expressly provided in this Agreement) shall any party or
any successor of any party have the right or authority to assume,
create or incur any liability or obligation of any kind express or
implied against or in the name of or on behalf of any other party.
1.11 This Agreement or the benefit hereof may not be assigned by the Company
in whole or in part without the prior and mutual written consent of
eDiets.
1.12 This Agreement and all rights and obligations hereunder shall for all
purposes be treated and construed as being separate and apart from any
other agreement or agreements or any rights or obligations thereunder
save only insofar as the express provision requires to the contrary.
1.13 The parties hereto enter this Agreement as principals for and on their
own behalf.
1.14 This Agreement represents the entire of the understanding of the
parties concerning the subject matter hereof and overrides and
supersedes all prior promises, representations, undertakings,
understandings, arrangements, agreements, side letters or heads of
agreement concerning the same which are hereby revoked by mutual
consent of the parties.
1.15 The Agreement shall become effective only upon the same being executed
by or on behalf of all parties hereto.
1.16 References to "liability", unless the context otherwise requires
includes claims, demands, proceedings, damages, losses, costs and
expenses.
1.17 Any reference to any Act includes all amendments, re-enactments and
secondary legislation.
2. Conditions Precedent
2.1 This Agreement is wholly conditional upon and no rights or obligations
shall arise for any of the parties hereto until such time as the Joint
Venture Agreement has been executed by the parties thereto.
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3. Agreement
3.1 eDiets as legal and beneficial owner of the Technology and subject to
the terms of this Agreement, grants to the Company a royalty free
licence to use the Technology during the Term of this Agreement,
subject to the following conditions:
3.1.1 the licence shall be an exclusive licence to use the
Technology in relation to the Business in the Territory;
3.1.2 ownership of the Technology and all Intellectual Property
Rights thereto shall vest in eDiets at all times;
3.1.3 the Company shall not be entitled to grant or authorize
sub-licences of the Technology except to a Subsidiary or a
Holding Company of the Company;
3.1.4 without prejudice to the generality of the foregoing, eDiets
reserves all rights under the Technology outside of the
Business and outside of the Territory.
3.2 Know How. eDiets shall make available to the Company such Know How as
eDiets is at liberty to disclose and as may be reasonably required by
the Company to operate the business in the Territory but eDiets shall
be under no obligation to attend at the premises of the Company for
this purpose or to respond to subsequent requests for information or
assistance from the Company.
4. Obligations of the Company.
The Company hereby agrees, undertakes and warrants with eDiets for the benefit
of eDiets as follows:
4.1 to refrain from using the Technology and Improvements outside of the
Territory.
4.2 to provide eDiets with copies of all communications to and from
regulatory authorities in the Territory relating to the Technology.
5. Improvements.
5.1 Unless otherwise agreed in writing between the parties:
5.1.1 any Improvement developed or discovered exclusively by or for
eDiets, shall belong exclusively to eDiets. Both parties hereby
agree that the Company shall be automatically entitled to a
licence to use any Improvement in connection with the Business,
subject to the terms of clause 3.1;
5.1.2 any technology developed or discovered exclusively by or for
the Company and which is developed independently of the
Technology and which is unique to and used for the purposes of
the Business, shall belong to the Company. The Company hereby
undertakes to furnish eDiets with full information regarding
all such technology developed by the Company. Both parties
hereby agree that eDiets shall automatically be granted a
royalty free licence to any such technology the subject matter
of this Clause 5.1.2;
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5.1.3 any Improvement developed or discovered by eDiets and the
Company jointly, shall belong exclusively to eDiets. Both
parties hereby undertake to furnish the other party with full
information regarding all Improvements developed by the other
party in connection with the Business. The Company shall be
automatically entitled to a licence to use any such
Improvement in connection with the Business, subject to the
terms of clause 3.1.
5.2 For the avoidance of doubt, both parties hereby agree that the Company
shall be entitled to a licence to use any Improvement in connection
with the Business, subject to the terms of clause 3.1.
6. Warranties
6.1 eDiets warrants to the Company that:
6.1.1 it has the necessary right and authority to enter into this
Agreement; and,
6.1.2 it is not aware of any claim by any third party in the
territory to any right or title in or to the technology;
6.1.3 to the knowledge of eDiets it is the legal and beneficial
owner of all of the technology with the exception of patent
(ref. no. application 60/087,028 "Method and systems for
Instore Marketing") which is held under licence and eDiets is
authorized to sub-licence such patent to the Company in
accordance with this Agreement; and
6.1.4 to the knowledge of eDiets, the Technology represents all of
the core technology used by eDiets.com Inc in the operation of
the eDiets.com website.
6.2 Except as expressly set forth above, the Technology is licenced "as is"
without warranty of any kind, and no other warranties, either expressed
or implied are made with respect to the Technology, including but not
limited to any implied warranties of merchantability, fitness for a
particular purpose, or any other warranties that may arise from usage
of trade or course of dealing. eDiets expressly disclaims any
warranties not stated herein. All terms, warranties, representations
and conditions whether made orally or implied by circumstances, custom,
contract, statute, in equity or at common law are hereby excluded.
Without prejudice to the foregoing, all terms implied pursuant to
Sections 13 to 15 of the Sale of Goods Act, 1893 and 1980 are hereby
excluded and the parties agree that this is fair and reasonable. All
implied terms as to the supply of services pursuant to Section 39 of
the Sale of Goods and Supply of Services Act, 1980 are hereby excluded.
6.3 No other Warranties by eDiets: The Company acknowledges that, in
entering into this Agreement, it does not do so in reliance on any
representation or warranty other than those expressly made by eDiets in
clause 6.1, and any conditions, warranties or other terms implied by
statute or common law are excluded from this Agreement to the fullest
extent permitted by law. Without prejudice to the generality of the
foregoing, nothing in this Agreement or the Licence granted hereunder
shall be construed as:
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6.3.1 a representation or warranty that any of the Patent
applications comprised from time to time in the Technology
will proceed to grant or that any patents granted pursuant to
those applications will be valid;
6.3.2 a representation or warranty that any of the Trade Mark
applications will be registered or that any trade marks
registered pursuant to those applications will be valid;
6.3.3 a representation or warranty that the Technology licenced
hereunder does not constitute an infringement of any
intellectual property rights of any third party;
6.3.4 a representation or warranty that the Technology, Improvements
or any other information communicated by eDiets to the Company
under or in connection with this Agreement will enable the
Company to carry on the Business;
6.3.5 imposing any obligation on eDiets to bring or prosecute
actions or proceedings against third parties for infringement
or to defend any action or proceedings for revocation; or
6.3.6 imposing any liability on eDiets in the event that any third
party supplies similar services in any country.
6.4 The Company warrants to eDiets that:
6.4.1 it has the necessary right and authority to enter into this
Agreement and to carry out the Business;
6.4.2 to the best of the knowledge of the Company, any Improvements
resulting from this Agreement or other technology it develops
pursuant to Clause 5.1.2 above shall not infringe intellectual
property rights owned by any third party anywhere in the
Territory .
7. Intellectual Property Rights.
7.1 Both parties hereby acknowledge that:
7.1.1 all Intellectual Property Rights in the Technology and all
Improvements to the Technology vests in and belongs to eDiets
absolutely.
7.2 The Company shall at the request and expense of eDiets do all things
necessary, execute such deeds and documents and provide all such
assistance to enable eDiets to obtain and maintain the benefit of all
Intellectual Property Rights referred to in clause 7.1 and the Company
acknowledges that it will not be entitled to any further compensation
or remuneration in respect of the performance of its obligations under
this clause 7 save as may be provided for by law.
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7.3 Infringement of Technology.
7.3.1 eDiets shall have no liability for any claim that the
Technology infringes the intellectual property rights of any
third party and makes no indemnity in this regard.
7.3.2 Both Parties shall immediately notify each other of any
suspected, potential, actual or threatened infringements or
other unauthorized use of the Technology or any third party
inventions similar thereto which comes to their attention or
any attempts to challenge the Company's right to use the
Technology in the Territory so long as this Agreement shall
remain in force.
7.3.3 eDiets shall have no liability for any claim that eDiets lacks
right, title and interest to the Technology based on the
Company's modification or combination of the Technology with
third party intellectual property, if such claim would have
been avoided had the Technology not been modified, combined or
integrated with third party technology. The Company agrees, at
its own expense, to defend eDiets and hold him harmless
against any suit, claim or proceeding arising under this
clause 7.3.3.
8. Limitation of Liability.
8.1 Except for the provisions of clause 8.2 below neither party shall be
liable to the other for any direct, special, indirect, incidental,
exemplary, punitive or consequential damages and expenses, including
but not limited to whether occasioned by the act, breach, omission,
default or negligence of the other party, its employees and contractors
and sub-contractors, and shall include without limitation, lost
profits, lost savings, economic loss, business interruption, lost
business information, loss of use or data, loss of savings or
anticipated savings, loss of investments, loss of goodwill, loss of
reputation or cost of capital or loss or extra administrative cost
whether or not foreseeable, flowing from any one event or series of
connected events arising out of or in connection with this Agreement
howsoever that liability arises, including without limitation, breach
of contract, tort, misrepresentation or arising from statute, indemnity
or otherwise.
8.2 Nothing in this Agreement shall exclude or limit the liability of
either party for death or personal injury caused by negligence.
9. Confidential Treatment of Information.
9.1 For the purposes of this Agreement, "Confidential Information" shall
include:
9.1.1 All information of whatever nature relating to the Technology
and the Improvements which has been or is disclosed by eDiets
to the Company or to which the Company has been given access,
whether in oral, written, graphic, photographic, digital,
binary, electronic or paper or in any other form whatsoever,
howsoever stored.
9.2 The provisions of clause 9.3 do not apply to:
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9.2.1 Confidential Information which at the time of disclosure to
the Company is within the public domain;
9.2.2 Confidential Information which after such disclosure comes
into the public domain (otherwise and by reason of a breach of
any of the undertakings in paragraph 9.3 below); or
9.2.3 Confidential Information which was lawfully in the possession
of the Company prior to its being furnished to the Company by
or on behalf of eDiets as evidenced by the written records of
the Company provided that such information was not bound by a
Confidentiality Agreement or other obligation of secrecy in
respect thereof.
9.3 In consideration of Confidential Information being made available to
the Company, the Company will procure that:
9.3.1 use of the Confidential Information by the Company will only
occur for purposes relating to this Agreement only;
9.3.2 the Company will treat and safeguard as private and
confidential all the Confidential Information received at any
time by the Company from eDiets. This clause shall remain in
force after expiration or termination of this Agreement;
9.3.3 the Company shall not at any time without the prior written
consent of eDiets disclose or reveal the Confidential
Information to any other person or party whatsoever, other
than the officers, employees, advisors and agents of the
Company or authorized third parties who are required in the
course of their duties to receive and consider the same and
who shall be required by the Company to observe the same
restrictions on the use and disclosure of the Confidential
Information as are contained in this confidentiality clause.
9.4 The Company shall make known without delay to eDiets any improper
disclosure on the part of the employee or customer of the Company or
any other person which may come to the Company's knowledge.
10. Term and Termination
10.1 Subject to the provisions of clause 10.2 below, the licence shall
remain in force for the term of the Joint Venture Agreement only.
10.2 eDiets or the Company shall be entitled by notice in writing to the
other, but without prejudice to any other rights or remedies of either
party in respect of any matter or event which shall have arisen or
taken place prior to such notice, to terminate this Agreement:
10.2.1 If any material representation or warranty made by the other
herein or in any report, statement, certificate or other
instrument delivered under or pursuant to this Agreement or
any of the Agreements or in connection with any provision
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of any of such shall prove to have been false or breached in
any material respect on the date as of which made;
10.2.2 by reason of a material breach, default, non-performance or
non-observance by the other party of any other provisions,
terms or obligations herein and on the other party's part to
be performed and observed, which the terminating party has
required the other party by notice in writing to remedy (such
notice specifying the relevant terms, provisions, or
obligations and stating the intention of the terminating party
to terminate this Agreement pursuant to this clause 10.2.2 and
the other party has not within thirty (30) days of such notice
remedied (whether such breach is capable of remedy or not);
10.2.3 if the other party becomes insolvent, unable to pay its debts
as they fall due within the meaning of section 214 of the
Companies Act, 1963 or makes any arrangement or composition
with its creditors or passes a resolution or any Court shall
make an Order that the Company shall be wound up (save and
excepting only a member's winding up for the purposes of
reconstruction or amalgamation to which the other party has
been approved in writing prior to such) or if an Examiner,
Receiver or a Manager is appointed over the whole or any part
of its assets, or if circumstances shall arise which entitle a
Court or a creditor to appoint a Receiver or Manager or to
make a winding up Order or the Company suffers or undergoes
any analogous process to the above.
10.3 Consequences of Termination.
10.3.1 On termination or expiry of this Agreement, all rights granted
in favor of the Company shall cease except and to the extent
expressly provided otherwise under the terms of this
Agreement.
10.3.2 Upon termination, the Company hereby undertakes to deliver up
to eDiets all copies of all Technology and all Improvements
thereto cease all use of Confidential Information and deliver
up all Confidential Information furnished under this Agreement
within 30 (30) days of termination of this Agreement.
11. General Provisions.
11.1 Force Majeure. Neither party shall be responsible or liable for any
failure or delay or consequence thereof in the performance of any of
its obligations in this Agreement owing to fire, strike, lock-out,
industrial dispute, delay in transport, shortage of fuel, inability to
obtain materials, embargo, act, refusal of licence, demand or
requirement of any Government or any Government department or agency or
of any local authority or of a consequence of war or of hostilities or
armed conflict (whether war be declared or not) or to any other cause
whatsoever beyond the party's reasonable control or the after effects
of any of the foregoing and whether same take place or have effect in
Ireland or elsewhere. If any such delay occurs, then (unless the cause
thereof shall frustrate or render impossible or illegal the performance
of this Agreement or shall otherwise discharge the same) the period for
the party to perform its obligations hereunder shall be extended by
such period (not limited to the length of the delay) as the party may
reasonably require to complete such performance.
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11.2 Notices. Notices and other communications to the parties to this
Agreement required or permitted hereunder shall be deemed duly given
upon being transmitted by facsimile to the correct facsimile number of
any party or one day after being left at the address of the party to
which it is given or seven days after it has been posted by prepaid
registered post to the party to which it is to be given at its address
hereinbefore set out or such other address as such party shall have
previously communicated by notice to the party giving such first
mentioned notice or other communication.
11.3 Severability. If any provision of this Agreement is agreed by the
parties to be illegal, void or unenforceable under any law that is
applicable hereto or if any court or arbitrator of competent
jurisdiction in a final decision so determines, this Agreement shall
continue in force save that such provision shall be deemed to be
deleted herefrom with effect from the date of such agreement or as
declared by a decision of the said court or arbitrator or such earlier
date as the parties may agree.
11.4 Governing Law
11.4.1 All disputes between the parties arising out of or in any way
relating to this Agreement or any other disputes between the
parties in any way connected with the subject matter of this
Agreement shall be governed by the laws of Ireland.
11.4.2 The Courts of Ireland shall have exclusive jurisdiction to
hear all matters arising out of or in any way relating to this
Agreement.
11.6 Reference to an Expert
Any dispute or question whatsoever or howsoever arising in connection
with this Agreement or any matter arising thereunder (and whether as to
interpretation or otherwise) shall be referred to and settled by an
expert sitting in Dublin, Ireland who shall be a qualified Patent
Attorney of not less than ten years standing and experienced in the
filing of patents and the licensing thereof and to be appointed by
agreement between the parties or in default of agreement, by the
President/Chairman for the time being of the Association of Patent
Agents in Ireland and such person shall act as an expert and not as an
arbitrator and his decision shall be final and binding upon the
parties. In arriving at his decision, the expert shall be entitled in
his absolute discretion to seek and obtain legal advice on any matter
which might be referred to him in accordance with the provisions
herein.
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SCHEDULE I
TECHNOLOGY
1.1 PATENTS
Mr. David Humble (Inventor) has filed a United States patent application
covering the means of using the internet to provide an interactive link in a
store between consumers and the manufacturers and retailers that market the
consumers for the purpose of providing sales and marketing information and
measuring the response of the consumers to the sales and marketing information.
He has granted eDiets an exclusive royalty free perpetual licence to utilize the
aspects of the invention and improvements under the patents, if a patent is
issued, as it relates to eDiets internet marketing programme.
1.2 TRADE MARKS
United States Trade Mark Applications
Trade Mark : EDIETS
Application No. : SN 77/771,786
Class : Class 42
Goods/Services : Health and Nutrition Services
provided by way of a global computer
network, namely, providing access to
licenced dieticians, psychologists
and nutritional experts for the
purposes of developing and
maintaining a healthy lifestyle with
weekly medical news, recipes,
grocery shopping, fitness tips,
professional advice, interactive
tools, online meetings, support
boards and chats in international
class 42.
Application Date : August 9th, 1999.
********************************
Trade Mark : EDIETS.COM
Application No. : SN 75/771,784
Class : Class 42
Goods/Services : Health and Nutrition Services
provided by way of a global computer
network, namely,
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providing access to licenced
dieticians, psychologists and
nutritional experts for the purposes
of developing and maintaining a
healthy lifestyle with weekly
medical news, recipes, grocery
shopping, fitness tips, professional
advice, interactive tools, online
meetings, support boards and chats
in international class 42.
Application Date : August 9th 1999.
*********************************
Community Trade Mark Application
Trade Mark : EDIETS
Application No. : 1499037
Class : Class 42
Goods/Services : Customized diet and nutrition
programmes developed based on
individual user profiles.
Application Date : February 9th 2000
Priority : Claiming priority from US
Application No. 75/771,786 filed on
August 9th, 1999.
1.3 COPYRIGHT
Software
eDiets has developed interactive proprietary software and systems. eDiets
interactive personalized diet programmes are based on proprietary software
developed by eDiets.
eDiets.com Web Site
The main eDiets.com Web Site is comprised of proprietary software for the
delivery of personalized diet content for consumers. Specific areas of
functionality include personal profile questionnaire and results, member
registration, myEdiets personalized diet site, support groups, meal plans,
shopping lists, and personal guidance.
Content management tools
Various content management tools are used to create and manage the eDiets News
newsletters, community support groups, online polls, meeting schedules, banners,
and exercise programme.
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Billing system
The billing system is a proprietary software application to process the credit
card transactions for our membership base. Multiple installment payment plans
are supported.
Ad tracking and performance measurement system
Software exists to track and measure the performance of advertising from
multiple online sources. The system calculates real-time click-thru and sales
results for each individual online marketing programme.
Customer Account Maintenance System
A proprietary web-based application is used by customer service representatives
maintain all aspects of the eDiets.com customer database.
Sales Reporting
An extensive web-based sales reporting system is used to monitor the membership
sales and other critical business metrics in real-time.
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IN WITNESS whereof the parties hereto have executed this Agreement the day and
year first herein written
SIGNED for and on behalf of
eDiet British Virgin Islands Inc.:
IN the presence of:
SIGNED for and on behalf of
eDiets Europe Limited:
IN the presence of:
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IN WITNESS whereof the parties hereto have executed this Agreement the day and
year first herein written
SIGNED for and on behalf of
eDiets British Virgin Islands Inc.:
/s/
IN the presence of:
/s/
SIGNED for and on behalf of
eDiets Europe Limited:
/s/
IN the presence of:
/s/
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