This agreement between Allergies Lifestyle & Health (Seller) and licensed health professional (Buyer) who uses and/or downloads any part of the ALH catalog, whether individual or kit, in order to purchase vials or any other product ALH sells, agree to the following:
1. Seller is the originator and producer of a product known as a Virtual Stressor, which consists of a vial of purified water containing a magnetic matrix, which is produced by Seller and has the right to sell such product and the knowledge of the production of that product, is hereinafter referred to as "Know-How".
2. Buyer desires to obtain the Seller's product, and the Seller is willing to transfer such product on the terms and conditions contained in this agreement, according to such terms and prices as the parties shall agree upon by separate invoice.
IN CONSIDERATION of the matters described above and of the mutual benefits and obligations set forth in this agreement, the parties agree as follows:
1. Seller shall transfer and convey the product and the Buyer agrees to accept the same subject to the terms and conditions contained herein in order to use said product and the "Know-How", which is the basis of that product, to test for sensitivities relating to the allergy stress syndrome and other stress related syndromes. In addition, the product and the "Know-How" upon which the product is based shall also be used for testing the human body for vitamin deficiencies and other related exhaustive stress syndromes.
2. The Buyer agrees to use the product and the "Know-How" upon which the product is based for investigative and management purposes only. The product may only be duplicated in connection with the treatment of patients under the Buyer's direction for therapy and other related purposes.
3. The Buyer cannot use the product and the "Know-How" upon which the product is based for any other purpose other than as set forth above and therefore cannot sell, convey, profit from or use in any way other than as set forth above.
4. The Buyer shall not disclose any "Know-How" received as a result of use of the product to any other party.
5. The Buyer shall not duplicate, transfer, sell, assign, encumber, convey or otherwise engage in any conduct or transaction that could result in a third party obtaining knowledge concerning the product or of the "Know-How" upon which the product is based. If the Buyer, or any employee representing the Buyer, discloses or allows such product or "Know-How" to be divulged or obtained by a third party in violation of this agreement, the Buyer shall pay liquidated damages in the amount of $50,000.00 for each violation under the terms of this agreement. Both parties agree that since it is extremely difficult to determine the actual amount of damage sustained as a result of a violation, the parties here agree the sum of $50,000.00 per vial is a reasonable sum by way of liquidated damages for a breach of this agreement.
6. Buyer will indemnify, defend and hold Allergies Lifestyle & Health and its officers, directors, employees, agents, affiliates and representatives harmless from and against any and all losses, damages, costs, liabilities, claims, actions and expenses arising from any item, product, or service provided by Seller.
7. In the event it is necessary for Allergies Lifestyle & Health to institute suit to enforce any of the terms, conditions and provisions of this agreement, Allergies Lifestyle & Health shall be entitled to recover all of their reasonable attorney's fees, investigation expenses, litigation costs, and court costs resulting from suit. Both parties further agree that the venue for any action to enforce any of the terms and provisions of this agreement shall be Pierce County, State of Washington.
8. ALH vials are not intended to diagnose or treat any disease or medical condition.