Item 1.01 Entry into a Material Definitive Agreement.
On July 12, 2022, Golden Ally Lifetech Group, Inc. (the "Company") entered into
a Supplier Agreement (the "Supplier Agreement") with Taucoin Asset Management,
LLC ("TCAM") pursuant to which the Company will supply TCAM with the Company's
AQP water products for sale and distribution on a blockchain-based platform
being developed to facilitate sales of the Company's products (the "Platform").
TCAM, and its related subsidiaries and affiliates, is a financial technology
company that develops certain blockchain-based technology solutions for business
enterprises.
The Supplier Agreement sets the terms by which the Company will supply TCAM with
the Company's AQP water products, including the process by which TCAM will
submit orders, the Company's obligations with respect to the delivery of
products, the parties' quality control rights and obligations, the parties'
audit and inspection rights and obligations, and other matters related to the
supply of the products (such as the parties' rights and obligations related to
the Company's intellectual property and intellectual property that may be
jointly conceived by the parties pursuant to orders submitted under the Supplier
Agreement). The Company is obligated under the Supplier Agreement to deliver an
initial order of its product to TCAM no later than six months from the date of
deployment of the Platform. The Supplier Agreement includes various other terms
and conditions that are common for an agreement of this nature, including
provisions related to insurance covenants of the Company, representations and
warranties of the parties that are customary for an agreement of this nature,
compliance obligations of each party, provisions related to limitation of
liability, as well as certain covenants of the parties, such as confidentiality
obligations. The term of the Supplier Agreement is initially for three-years,
and, it will automatically renew for successive one-year terms unless either
party provides a requisite termination notice. The Supplier Agreement also
provides parameters by which the parties may terminate it for certain specified
reasons, such as for convenience, for cause, upon a change of control or for
certain failures to perform.
Also, on July 12, 2022, the Company and TCAM entered into a Strategic Alliance
Agreement (the "Strategic Agreement") related to the parties' collaboration and
efforts in marketing and selling the Company's AQP water products through the
Platform, selling licenses to clients to access the Platform, and related
matters. TCAM will own all right, title and interest in and to the Platform.
Obligations of TCAM under the Strategic Agreement include the design and
development of the Platform and developing and marketing memberships to the
Platform. The Company is obligated to contribute to TCAM an amount equal to the
cost of the on-going development, maintenance, and operations of the Platform,
and a defined amount based on the gross sales price for the marketing of the
memberships to the Platform and the Company's AQP water products. In turn, the
Company will be due royalties under the Strategic Agreement deriving from its
products sold on, and the memberships sold for, the Platform. The Strategic
Agreement includes various other terms and conditions that are common for an
agreement of this nature, including provisions related to each party's rights
and obligations with respect to its intellectual property, confidentiality
covenants, covenants related to compliance obligations, provisions related to
liability limitations, and the audit rights of the parties. The term of the
Strategic Agreement is the longer of a three-year term or until completion of a
final royalty payment, although the Strategic Agreement may also be terminated
for convenience or cause under defined circumstances.
The foregoing summary of each of the Supply Agreement and the Strategic
Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of such agreements, which will be filed with the
Securities and Exchange Commission (the "SEC") as an exhibit to a Quarterly
Report on Form 10-Q to be filed by the Company, or via an amendment to this
Current Report on Form 8-K. Pursuant to Item 601(b)(10) of Regulation S-K,
certain terms of each agreement have been omitted from this Current Report on
Form 8-K, and will be omitted from the version of the Supplier Agreement and the
Strategic Agreement to be filed with the SEC, because such terms are both (i)
not material, and (ii) private and confidential to the parties.
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