U.S. Agent for FDA 
Your United States Agent for Food and Drug Administration Matters

This Agreement is entered into on the date payment is received by Diverstech Co., by and between your firm, the purchaser of this agreement ("Company") and Barry Sugarman, President, Diverstech Co. ("Agent").

RECITALS

A. Agent has certain skills and abilities that may be useful to the Company from time to time.
B. Agent is an independent contractor willing to provide services to the Company for the period contemplated by this Agreement.

TERMS AND CONDITIONS

THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereto hereby agree as follows:

1. Employment as an Independent Contractor
The Company hereby employs Agent as an independent contractor, and the Agent hereby accepts employment upon the terms and conditions hereinafter set forth. This agreement shall not result in a joint venture, partnership, or other form of agreement other than a customer - independent contractor relationship. By purchasing a service agreement on our website usagentforfda.com or unitedstatesagentforfda.com, you are agreeing to all the terms of this agreement.

2. Term
Subject to the provisions for termination as hereafter provided, the term of this Agreement shall begin on the date that payment is received by Diverstech Co., and shall terminate one year thereafter, with the right on the part of the Company to cancel this Agreement upon total payment of compensation due Agent pursuant to paragraph 3 hereof. This agreement shall renew automatically for subsequent one-year periods, and Diverstech Co. is authorized to process a credit card payment for all renewals unless cancelled with 30 days notice in writing by either party. Upon termination Company shall pay Agent all amounts owed through the date of termination within 7 days.

3. Compensation
Except as provided in paragraph 4 hereof, for all services rendered by the Agent under this Agreement, the Company shall pay the Agent a rate of $495 dollars per year for every year on Company business. Agent shall not be entitled to an overtime rate in excess of the compensation rate provided herein.

4. Duties
The Agent is being retained to perform the following duties:

Included in our annual fee for no extra charge:
1) Provide United States Agent representation services for Company to the United States Food and Drug Administration (FDA) by providing a United States Office.

2) Provide communications between FDA and the Company.

3) File and maintain the Company establishment registration with the FDA

4) File the first 2 product listings or import notices.

5) Provide the first hour of advice, briefings, guidance and training with regard to management, manufacturing, quality control, quality assurance, formulation, research, product development, intellectual property, licensing, strategic planning, standard operating procedures, marketing, sales, and Good Manufacturing Practices.

1) Extra product listings or import notices after the first 2 notices are charged at the hourly consulting rate.

2) Extra hours of advice will be provided at the hourly consulting rate.

3) Performance of other related duties requested by Company personnel, and reasonably within the scope of this agreement will be provided at the hourly consulting rate.

4) Expenses such as copying, postage, and all other office or business expenses actually incurred are billed separately.

5) The hourly consulting rate is $250 per hour.

5. Extent of Services
Agent shall devote such time, the attention and energies to the business as is required. Agent shall not during the term of this Agreement thereby be precluded from engaging in any other business activity, whether or not such business activity is pursued for gain, profit, or other pecuniary advantage and is in direct or indirect competition with the business activities of the Company; provided, however, that Agent shall not during the term of this Agreement solicit the Company's employees on behalf of himself or another Company, or provide any other firm or business with information regarding the operations, including without limitation the contracts and customers, of the Company, unless permission is granted in writing or by email.

6. Expenses
Agent is authorized to incur reasonable expenses for duplicating, binding and photocopying reports or documentation produced for the Company as well as expenses for travel, and similar items. The Company will reimburse Agent for all such expenses authorized by Company upon the presentation by Agent, from time to time, of an itemized account of such expenditures. For additional clarification, Agent is only authorized to incur all reasonable expenses incurred by AGENT in rendering the services hereunder, and the Company will reimburse Agent for all such expenses upon the presentation by Agent, from time to time, of an itemized account of such expenditures. The company authorizes Diverstech Co. to process a credit card charge for expenses.

7. No Participation
Agent acknowledges and agrees that this agent arrangement shall not give or extend to Agent any rights with respect to additional contributions by the Company to any deferred compensation plan, bonus plans, or fringe benefits, and further agrees to hold the Company harmless from any employment, income, or other taxes which may be assessed in connection with payments to Agent under the terms of this Agreement.

8. Death or Disability
If Agent dies during the term of this Agreement or is unable to perform services by reason of illness or incapacity, compensation invoiced and due will be paid to Agent or Agent's estate.

9. Assignment
The Company shall not voluntarily or by operation of law assign or otherwise transfer the obligations incurred on its part pursuant to the terms of this Agreement without the prior written consent of Agent. Any attempted assignment or transfer of its obligation without such consent shall be wholly void. No assignment or transfer, even with the consent of Agent, shall relieve the Company of its obligations incurred pursuant to the terms of this Agreement.

10. Default by Company
The occurrence of any one or more of the following events shall constitute a material default and breach of this Agreement by the Company:

(a) Any failure by the Company to make the payments due pursuant to paragraph 3 hereof if such failure continues for ten (10) days after receipt by the Company from Agent or Agents authorized representative of written notice thereof.

(b) The making by the Company of any general assignment for the benefit of creditors; the filing by or against Company of a petition to have the Company adjudged a bankrupt or a petition for reorganization of arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against the Company, the same is dismissed within sixty (60) days);

(c) The appointment of a trustee or receiver to take possession of substantially all of the Company's assets if such possession is not restored to the Company within thirty days; or the attachment, execution or other judicial seizure of substantially all of the Company's assets if such seizure is not discharged within thirty days thereafter.

In the event of a default by the Company as described in this paragraph, then in addition to any other remedies available to Agent at law or in equity, Agent shall have the immediate option to declare the entire balance of payments to be made by Company pursuant to paragraph 3 hereof immediately due and payable.

11. Notices
All notices or other communications provided for by this Agreement shall be made in writing. Except as explicitly stated otherwise, any notices shall be given by email to Diverstech Co., barry@diverstech.com (in the case of Diverstech Co.) or to the email address you provide to Diverstech Co. during the registration process (in your case). Notice shall be deemed given 48 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, notice by certified mail, postage prepaid and return receipt requested, to the address listed below. In such case, notice shall be deemed given 10 days after the date of mailing:

COMPANY: We will use the contact information including the email address that you provide to us.

12. Entire Agreement and Waiver
This Agreement contains the entire agreement between the parties here to and supersedes all prior and contemporaneous agreements, arrangements, negotiations and understandings between the parties hereto, relating to the subject matter hereof. There are no other understandings, statements, promises or inducements, oral or otherwise, contrary to the terms of this Agreement. No representations, warranties, covenants or conditions, express or implied, whether by statute or otherwise, other than as set forth herein have been made by any party hereto. No waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other provision hereof, whether or not similar, nor shall such waiver constitute a continuing waiver, and no waiver of any provision herein shall be binding unless executed in writing by the party making the waiver.

13. Amendments
Agent may amend this Agreement at any time by posting the amended terms on our site. Except as stated below, all amended terms shall automatically be effective 14 days after they are initially posted on our site. This Agreement may not be otherwise amended except in a writing signed by you and Diverstech Co.

14. Parties in Interest
Nothing in this Agreement whether express or implied, is intended to confer upon any person other than the party's hereto and their respective heirs, representatives, successors and permitted assigns, any rights or remedies under or by reason of this Agreement, nor is anything in this Agreement intended to relieve or discharge the liability of any other party hereto, nor shall be provision hereof give any entity any right of subrogation against or action over against any party

15. Severability
Should any part, term or provision of this Agreement or any documents required herein to be executed be declared invalid, void or unenforceable, all remaining parts, terms and provisions hereof shall remain in full force and effect and shall in no way be invalidated, impaired or affected thereby.

16. Subject Headings
The subject headings of the articles, paragraphs and subparagraphs of this Agreement are included solely for purposes of convenience and reference only, and shall not be deemed to explain, modify, limit, amplify or aid in the meaning, construction or interpretation of any of the provisions of this Agreement.

17. Applicable Law and Actions
This Agreement shall be governed by and construed and enforced in accordance with and subject to the laws of the state of California in the United States. Both parties agree that the venue of any action shall be Los Angeles County, and both parties agree to waive their rights to change venue. The prevailing party in any action shall be entitled to attorney's fees and costs. A facsimile or photocopy of this document shall be of the same force and effect as an original. If Diverstech Co. requests binding arbitration at any time, then both parties agree to binding arbitration under the rules and jurisdiction of the American Arbitration Association. If binding arbitration is elected by Diverstech Co., then any controversy or claim arising out of or relating to this Agreement or our services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Los Angeles, California, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or Diverstech Co. may seek any interim or preliminary relief from a court of competent jurisdiction in Los Angeles, California necessary to protect the rights or property of you or Diverstech Co. pending the completion of arbitration.

18. Representations
Agent and Company agree that no representation has been made or agreed to as to the time required to complete any project or task, or the time needed to obtain any particular regulatory or other approval. Agent will perform some duties at his office via phone, fax, and email, and will be available for meetings on adequate notice. Agent is not obligated to provide more services than those listed in paragraph 4 above.

19. Confidentiality and Privacy Policy
Agent will need to know some standard information in order to process your order. Such information may include your name, phone number, company address, and email address, for the purpose of forming your company. We may also need to gather additional information such as, but not limited to: the name you want your business entity to have, a brief description of the purpose of your business, the name and address of the corporation's registered agent, the name and address of the directors and officers of your corporation or members or managers for an LLC. This information can be gathered by telephone, fax, email or standard mail, and it is our policy that such information is private and confidential. The information that we collect is accessible only by designated staff, and is used only for the purposes for which you provide the information. We will not sell, rent or trade any personal information we collect from you on our web site, unless we have your written permission.

20. Release

In the event that you have a dispute with any agency, branch, or office of the government, or any third party as a result of this agreement, you agree to release Barry Sugarman, Diverstech Co., its owners, agents and employees from claims, demands and damages (actual and consequential) of every kind, known and unknown, suspected and unsuspected arising out of or in any way connected with such disputes. You also agree that this release includes a release of California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor".

21. No Warranty

WE AND OUR SUPPLIERS PROVIDE OUR WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights which vary from state to state.

22. Liability Limit

IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE).

OUR LIABILITY, AND THE LIABILITY OF OUR SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. Some states do not allow the limitation of liability, so the foregoing limitation may not apply to you.

23. Indemnity

You agree to indemnify and hold Diverstech Co., its owners, agents, and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of this Agreement or any documents or service provided. or any documents it incorporates by reference, or your violation of any law or the rights of a third party.

24. Legal Compliance

You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of our service.

©Copyright 2003, Diverstech Co., All Rights Reserved.   Updated January 13, 2004