Example Business Plan - Manufactured Product

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Entrepreneurship Business Plan

Employability and Entrepreneurship B - Team Voyager Ohio LLP

Contents Page

Contents Page………….…………………………………………………………………………… 1

Executive Summary…….……………..…………………………………………………………… 2

Mission Statement……..…………………………………………………………………………… 3

Product Overview……...…………………………………………………………………………… 3

Objectives…….………..…………………………………………………………………………… 3

Legal Structure..………..…………………...……………………………………………………… 3

Target Market………….…………………………………………………………………………… 3

Competition, Clients and Product Positioning…..………………………………….……………… 4

Marketing and Public Relations.…………………………………………………………………… 4

Operations……………...…………………………………………………………………………… 5

Intellectual Property…………………………………………………………………………………5

Financial Information…………………………………..……………………………………………6

Break Even Analysis……………………………………….…………………….…………6

Comprehensive Income……………………………………….…………………………… 6

Financial Position……………………………………….…………………….…………… 6

Cash Flow and Funding Requirements………….…………………………….……………6

References………...…………………………………………………………………………………7

Bibliography…………...…………………………………..………..……………………………… 8

Appendix…………...…………………………………..………..……………………….………… 9

Confidentiality Agreement……………………………………….………..…….………… 10

Partnership Agreement.……………………………………….…………………………… 13

CV’s…………….……………………………………….…………………….…………… 18

Market Research Questionnaire…………..……..…………………………….……………26

Market Research Results…….…………………..…………………………….……………

28

Product Schematics……………………………………………….………..…….…………29

Financial Statements….……………………………………….…………………………… 32

Financial Graphs.……………………………………….…………………….…………… 43

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Executive SummaryOhio LLP has designed and developed portable food and beverage containers able to reheat

their contents utilising microwave technology. The aim of this business plan is to set out a partnership agreement between Ohio LLP and Sanyo Electric Co Ltd to manufacture and distribute these reheating container units.

Ohio’s management currently consists of four Hertfordshire undergraduates currently in their sophomore year (second). Three of these undergraduates are currently specialising in accounting and finance and the fourth is specialising in human resource management. The University of Hertfordshire was also recently awarded the entrepreneurial university of the year award by Times Higher Education. This back drop will provide a sound basis for a business start up such as Ohio LLP.

A partnership agreement between Sanyo and Ohio will see Sanyo manufacture Ohio’s two key products. These two products consist of a food container and a drinks flask, both of which are able to reheat their contents at a push of a button. This reheating process utilises the microwave technology used in traditional microwaves, but placed in portable containers and flasks.

We intend to acquire approximately 79 units of each product from Sanyo in the financial year ending March 2012. This will be set to increase to over 5000 units of each product in the financial year ending March 2017. Although initial product procurement will be relatively low, these numbers are expected to grow exponentially over the short to medium term. It is hoped that an agreement over this time frame will lead to a long term partnership that will see both Ohio and Sanyo maintain long term mutual growth in the UK market.

Sales will initially be developed through online commerce sites such as “Amazon”. In the long term, it is our intention to extend these sales into physical environments such as local shops and supermarkets. There is also the long term possibility of selling our products on television auction channels such as “Bid TV”. Based on this sales strategy, initial product marketing will focus on online media such as “Google Adsense” and effective product placement on sites such as “Amazon”.

This partnership agreement will initially see Sanyo provide Ohio with its product inventory which will be stored in Ohio’s storage facility for later sale to the UK market at a RRP of £39.99. In the financial year ending March 2015, we wish to develop this partnership so that our products are distributed directly to Ohio’s customers from Sanyo’s production line. This would be over the initial system where inventory would be sitting in storage for extended periods of time. This new system will see reduced inventory days and a faster cash conversion cycle for both, Ohio and Sanyo.

Sanyo currently manufactures similar products to those we are proposing, namely traditional microwaves and other electrical components. It is estimated that our products will be at a similar cost to produce as these other Sanyo products. A Sanyo microwave currently costs £19.49. (Compare Store Prices, 2011) Using this figure as a basis; this partnership could potentially be worth over £200,000 annually to Sanyo by April 2017 with this figure expected to grow continually long after this date.

Based upon the experiences of companies such as H.J. Heinz Company in introducing these types of products in the US market, products such as ours are proven to work as well as be profitable. Using Heinz’s “Beanzawave” (a similar product to our own) as an example, this product generated over £22million in revenue for Heinz between 2007 and 2009. (Daily Mail, 2009) Heinz’s “Beanzawave”, although similar to our products, is also slightly different in the respect that it needs to be plugged into a power source in order to operate. This is compared to our products which are self sustaining and therefore, are not required to be plugged in order to operate. This gives our products a competitive advantage over products such as Heinz’s “Beanzawave”, helping to ensure our products long term viability.

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Mission StatementWe utilise technological innovation to make people’s lives better.

Product OverviewIn the short term, it is Ohio’s intention to focus on two key products. These products will

consist of a food container and of a liquid flask. Both of these products will incorporate technology that will allow them to reheat their contents at a push of a button.

Our products will incorporate the heating technology utilised in microwaves as their main method of operation. Our products will also incorporate the thermal insulation technology of traditional thermal flasks as well as the water proof rechargeable battery technology utilised in electric toothbrushes. Due to this utilisation of technology, our products are both portable and have the ability to reheat their inner contents, therefore providing our products with a distinct USP within the UK market.

Our products will have a similar cost to produce as traditional microwaves. As a result, we will be able to purchase our products from Sanyo Electric Co Ltd at an approximate cost of £19.49. Ohio will then sell these units at a RRP of £39.99 per unit.

Objectives To generate in excess of £1000 in revenue per month by April 2012. Be in a position to start paying director remuneration from April 2012 onwards. To generate a net profit in our second year of trading. Carry out research and development into ways of reducing costs, allowing us to provide more

competitive prices. To work closely with our suppliers to ensure a strong business relationship based upon quality

and timely service. Begin to distribute products direct from the Sanyo production line to customers within 4

years.

Legal StructureInitially, Ohio will be set up as a Limited Liability Partnership. As a result, Ohio will be a

separate legal entity of its members. This will allow for the operations within Ohio to be more clearly defined and structured. This formal structure will result in more effective and efficient management of the firm and will provide a basis for securing the continued operations of Ohio. This will help create certainty for Ohio and its related stakeholders. The partnership will be governed in accordance with the partnership agreement which sets out the rights and responsibilities of Ohio and its designated members. (Companies House, 2011) A copy of this partnership agreement is shown in the appendix.

The designated members of Ohio LLP are listed below with their associated roles within the firm:

CEO and Strategic Officer – Name A Chief Financial and Risk Officer – Name B Chief Commercial and Operations Officer – Name C Chief Legal Officer and Director of Communications – Name D

Target MarketInitially, our products will be aimed at two key markets. These markets will include people in

full time employment and families that regularly go on day outings.

According to the Office for National Statistics, in 2010, the total number of people in full-time employment in the UK was 21.24million. (ONS, 2011a) It can be viewed that the majority of these workers take time out from work to have a break or have lunch. It is during this time that our products are likely to be utilised. The ONS has also found that in 2009, domestic holiday tourism

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grew by 12% to 84million total holiday breaks. (ONS, 2011b) This information shows that there is a strong potential market for both our food container and our reheating flask products.

It is our intention to initially focus on selling our products through online commerce sites such as “Amazon”. This gives Ohio the opportunity to prove the viability and demand for its products. Forecasts have been carried on the assumption of this being the main form of operation for the foreseeable future. This is to ensure Ohio’s future operations do not rely on large bulk orders being made that are not guaranteed to happen and are unlikely to occur in the near future.

Competition, Clients and Product PositioningAs shown in the price comparison below, in terms of price, our product will not be able to

compete with tradition food containers and flasks. In relation to these competitor products, our products will compete in relation to the services they provide the user. In this case, our products reheat their contents rather than simply retain heat which is currently the technique utilised by these traditional products. In this case, our products will compete on the quality of service provided rather than on price.

In relation to our more comparable products that are also able to reheat their contents, our two most comparable products are currently situated in the USA. As a result, they do not pose a direct threat to Ohio in the UK market at the present time. However, the prices of these competitor products have been listed below and converted into GBP using the April 9th 2011 exchange rate. (CNBC, 2011) These comparisons show that the prices of our products are lower than those of these comparable products. Therefore, unlike traditional food containers and flasks, here we are able to compete in terms of price as well as being a relatively unique product in the UK market.

Traditional Food Containers £ 1.00 As of April 9th 2011Stainless Steel Thermal Flasks (traditional) £ 3.50 As of April 9th 2011Our Products (Ohio) £ 39.99 As of April 9th 2011RoadPro 12 Vote Portable Stove £ 42.72 $ 69.99 As of April 9th 2011Heinz Beanzawave £ 61.04 $ 99.99 As of April 9th 2011

As stated earlier, in 2010, there were 21.24million people in full-time employment in the UK. (ONS, 2011a) We currently expect our products to last on average, 2 to 3 years, this equates to 7.08million potential purchases made per year from commuters alone across each of our products. It will be unrealistic to think that we will be able to utilise this potential market to its full extent. However, the size of this market does mean that we only require a small percentage of these potential sales to be carried out in order to make Ohio profitable.

Market research carried out by Ohio (details of which are shown in the appendix) found that 72% of people considered our products as feasible and practical to use. This research also found that 16% of people would consider purchasing our product with the main purchase deterrents being that of price and product weight. Based on these results, our future research and development will focus primarily on these issues.

In our first year of trading, we expect sales to remain sluggish, but with sales increasing gradually throughout the year. However, Ohio is currently forecast to make a net profit in our second year of trading and every year thereafter. Ohio also expects sales to increase exponentially to over 1000 unit sales per month by the end of our sixth year of trading.

Marketing and Public RelationsAs stated earlier, we will initially focus on our online sales in order to build a reputation for

Ohio and its products. As a result, the majority of our sales will take place through online commerce sites such as “Amazon” and “Google Product Search”. Once Ohio has proven its viability, it will move onto non-internet based mediums such as local shops and supermarkets. Marketing will initially take place in the form of online advertising utilising tools such as “Google Adsense” and product

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placement opportunities on utilised online commerce sites. Having effective product placement on these sites will allow us to attract a greater number of people to Ohio and its products.

Ohio will also have an appointed Director of Communications whose role it will be to manage Ohio’s marketing strategy and public relations. This will involve managing Ohio’s website, dealing with telephone enquiries and managing advertising campaigns utilising the tools discussed. This Director of Communications will be the public’s primary first point of contact within Ohio.

Clients will also be provided with written instructions of how to use our products with further information provided on our website. We will also provide our clients with a 28 day money back guarantee which will be repaid on return of goods sold with the postage costs being paid for by Ohio. These considerations will allow for a more constructive relationship between Ohio and its customers.

OperationsOhio will be operated from the University of Hertfordshire’s “Incubation Centre” and will

acquire inventory from Sanyo on a monthly basis. Inventory acquired will be based upon the expected sales of the following month. This inventory will be paid for on receipt, both from customers and to suppliers to ensure a healthy relationship between us, our customers and Sanyo. Inventory will be stored in rented storage facilities in St Albans operated by “Admiral Storage” with each storage facility able to contain up to 200 Ohio products. Here products will be readily available for distribution. Once orders have been received, products will be dispatched within one week. Distribution will be carried out through the Royal Mail at a cost of £2.31 per unit. (Royal Mail, 2011) In our 4th year of operating, we hope to have a strong enough relationship with our supplier to enable product distribution as soon as our products leave the production line.

As discussed earlier, sales will initially be made utilising online commerce sites such as “Amazon”. Upon company growth, Ohio will expand its product sales into local shops and supermarkets with future expansion into television based shopping channels such as “Bid TV” also a possibility. Prior to this growth, we hope to have developed a strong enough relationship with our supplier to allow for a system of distributing goods to customers straight from the production line, therefore reducing storage requirements. However, we will still retain inventory in storage in times of increased demand or reduced supply capability. This new system will see reduced inventory days and a faster cash conversion cycle for both, Ohio and Sanyo.

Ohio will be covered by business insurance provided by “Simply Business”. This insurance will cost £212.01 annually and will provide us with up to £1,000,000 professional liability and up to £10,000,000 public liability. (Simply Business, 2011) Inventory in storage will be covered by the storage facilities insurance and goods lost in transport will be compensated for by Royal Mail. (Admiral Storage, 2011)(Royal Mail, 2011) Due to this continuing flow of inventory, Ohio will invest in a laptop and IT Software such “Sage” which will keep track of information such as inventory levels. This equipment, technology and software will be updated and added to annually.

Intellectual PropertyOhio’s company name and logo will be registered trademarks under category 7 which

includes household goods such as microwaves and toasters. Applying for these trademarks will cost Ohio £234 and last 10 years, after which, they can be renewed for another 10 years. (Revomark, 2011)

Both, our food reheating unit and liquid reheating flasks will have 10 year patents, after which, these patents can be renewed. These patents will cost £230 each and will include the search of potential patent conflicts and the final application of these patents. These patents will cover the portable microwave technology powered by a rechargeable power cell. These patents will be applied for in the April 2011 with product distribution initially starting in May 2011. However, patents can take up to 3 to 4 years to obtain from application to final implementation. (IPO, 2011) It can be viewed as unreasonable to wait until these final patents are awarded before we start trading. Therefore, upon viewing our products online, we will request clients to agree to a product protection agreement upon purchasing our products. Detailed information and schematics of our products will

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not be shown on publically available channels. As a result, protecting our products on these channels will not be as important as protecting them when they are physically distributed into the public domain.

Break Even AnalysisOhio’s breakeven point is forecast to increase steadily during our first six years of trading.

This will see Ohio’s breakeven point increase from 136 units in year 1 to 2198 units in year 6. We are forecast to exceed these break even points in all but our first year of trading. This is due to proportionately high investment being made in equipment in this year in relation to annual sales. Another cause is the time required to build up these sales due to Ohio currently being an unknown brand.

Comprehensive IncomeIn our first year of trading, we are predicting a loss of approximately £150. As stated before,

this is due to high capital investment being made into Ohio in our first year of trading. However, we expect strong growth within Ohio with profits being made in year 2 and every year thereafter.

We believe Ohio has sufficient liquidity and cash flow to take on this predicted loss without further finance being required. We then expect profitability to improve in year 2 to just over £5500. We then forecast Ohio’s profit levels to increase exponentially over our first six years of trading to over £60,000 in after tax profit by the end of our sixth year of operating.

Taking these profit levels into account, we are planning to start paying director remuneration in our second year of trading which will gradually increase in line with company profit levels. If the current company structure remains intact, we current forecast Ohio’s designated members receive between £10,000 and £11,000 in our sixth year of trading. However, as stated, director remuneration will increase/decrease in line with company profit levels. This may result in lower levels of director remuneration if profit levels turn out lower than expected and vice versa.

Financial PositionInitially, we intend to invest £10,000 worth of share capital into Ohio. We expect the equity

value in Ohio to remain at this level throughout our first year of trading. As stated before, even though Ohio will be making a loss in our first year of trading, this lose is due to high levels of investment in Ohio which will be reflected in our statement of financial position.

Company value will initially be comprised of mainly cash. This is to ensure that Ohio is sufficiently liquid during our first few years of operating. This liquidity will provide Ohio with a sufficient safety barrier if actual performance is lower than expected. As time progresses, we will see cash increase in real terms, but decrease in proportion to total company assets. This will include cash levels in Ohio falling from 69% of total assets in year 1 to 60% in year 6. However, cash levels will increase in real terms from £7000 at the end of year 1 to £47,500 by the end of year 6.

We expect the value of our original equity investment to increase in value exponentially over our first six years of trading to approximately £80,000 by the end of year 6. This is almost an eight fold increase compared to the original capital investment in Ohio.

Cash Flow and Funding RequirementsAs stated, we believe Ohio has sufficient cash flow to sustain the loss we expect to make in

our first year of trading. We forecast our cash flow levels to reach their lowest point in April 2013 at a rate of approximately £3250. Rather than see this as justification to reduce the original capital investment in Ohio, we intend to retain this money in Ohio to act as a safety barrier in case actual performance is lower than forecast. Therefore, Ohio should remain relatively liquid and is not expected to require addition finance for the foreseeable future.

As stated before, cash levels in Ohio will decline in proportion to total assets as time progress. This is an expected and planned phenomenon. This is due to increasing certainty in relation to future

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company performance as Ohio proves itself as a viable and profitable enterprise. Therefore, this lower level of risk associated with Ohio will provide us with the room required to reduce company liquidity.

References

Admiral Storage (2011) How much space do I need? [Online] Available at:

http://www.admiralstorage.co.uk/how%20much%20space.html [Accessed: 7th April, 2011].

Companies House (2011) Incorporating a new LLP [Online] Available at:

http://www.companieshouse.gov.uk/about/gbhtml/gpllp1.shtml#ch1 [Accessed: 10th April, 2011].

Compare Store Prices (2011) Sanyo EMS3577 [Online] Available at:

http://www.comparestoreprices.co.uk/microwave-ovens/sanyo-ems3577.asp [Accessed: 7th April,

2011].

CNBC (2011) Euro/UK Pound Sterling [Online] Available at: http://data.cnbc.com/quotes/EURGBP

%3dX [Accessed: 9th April, 2011].

Daily Mail (2009) Heinz creates world’s smallest microwave (and you can plug it into your laptop)

[Online] Available at: http://www.dailymail.co.uk/sciencetech/article-1191606/Beanz-meanz-

microwaves-Heinz-create-gadget-heat-snack-60-seconds.html [Accessed: 7th April, 2011].

Intellectual Property Office (2011) Patents: Basic Facts [Online] Available at:

http://www.ipo.gov.uk/p-basicfacts.pdf [Accessed: 10th April, 2011].

Office for National Statistics (2011a) Labour Market Overview: April 2011 [Online] Available at:

http://www.statistics.gov.uk/downloads/theme_labour/LMS_Q&A.pdf [Accessed: 7th April, 2011].

Office for National Statistics (2011b) Lifestyles and social participation [Online] Available at:

http://www.statistics.gov.uk/articles/social_trends/ST41-Lifestyles.pdf [Accessed: 7th April, 2011].

RevoMark (2011) Expert and affordable trademark advice tailored to meet all your needs and

requirements! [Online] Available at: http://www.revomark.co.uk/trademarks.htm?

gclid=CL27jcL0kagCFcod4QodUyL6Cw [Accessed: 10th April, 2011].

Royal Mail (2011) Pick the perfect service for you packet deliveries… [Online] Available at:

http://www.mailsorttechnical.com/packetpricecalculator/step1_calculator.cfm?

CFID=1263237&CFTOKEN=43639552 [Accessed: 9th April, 2011].

Simply Business (2011) Business Insurance [Online] Available at:

https://quote.simplybusiness.co.uk/questionnaire/index [Accessed: 8th April, 2011].

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https://quote.simplybusiness.co.uk/questionnaire/index

http://www.mailsorttechnical.com/packetpricecalculator/step1_calculator.cfm?CFID=1263237&CFTOKEN=43639552

http://www.mailsorttechnical.com/packetpricecalculator/step1_calculator.cfm?CFID=1263237&CFTOKEN=43639552

http://www.revomark.co.uk/trademarks.htm?gclid=CL27jcL0kagCFcod4QodUyL6Cw

http://www.revomark.co.uk/trademarks.htm?gclid=CL27jcL0kagCFcod4QodUyL6Cw

http://www.statistics.gov.uk/articles/social_trends/ST41-Lifestyles.pdf

http://www.statistics.gov.uk/downloads/theme_labour/LMS_Q&A.pdf

http://www.ipo.gov.uk/p-basicfacts.pdf

http://www.dailymail.co.uk/sciencetech/article-1191606/Beanz-meanz-microwaves-Heinz-create-gadget-heat-snack-60-seconds.html

http://www.dailymail.co.uk/sciencetech/article-1191606/Beanz-meanz-microwaves-Heinz-create-gadget-heat-snack-60-seconds.html

http://data.cnbc.com/quotes/EURGBP%3DX

http://data.cnbc.com/quotes/EURGBP%3DX

http://www.comparestoreprices.co.uk/microwave-ovens/sanyo-ems3577.asp

http://www.companieshouse.gov.uk/about/gbhtml/gpllp1.shtml#ch1

http://www.admiralstorage.co.uk/how%20much%20space.html


Bibliography

BT

Box Shop

Business-Plan.com

Companies House

HM Revenue and Customs

Intellectual Property Office

Mail Sort Technical

MoreBusiness.com

QT Labels

Royal Mail

University of Hertfordshire

Vakilno1.com

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Appendix

Agreements

Confidentiality Agreement

Partnership Agreement

CV’s

Name A

Name B

Name C

Name D

Marketing

Marketing Questionnaire

Marketing Questionnaire Results

Product Schematics

Food Container

Liquid Flask

Power Cell Charger

Financial Statements

Statement of Comprehensive Income

Statement of Financial Position

Statement of Cash Flows

Break Even Analysis

Graphs

Profit for the Year (After Interest and Tax)

Cash and Cash Equivalents

Break Even Analysis

Value of Agreement

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Ohio LLPIncubation Centre, University of Hertfordshire.

This Confidentiality Agreement sets out an agreement upon by and between:

Ohio LLP, located at The Incubation Centre, MacLaurin Building, 4 Bishop Square Business Park, Hatfield, Hertfordshire AL10 9NE, United Kingdom.

Sanyo Electric Co. Ltd, UK headquarters located at 18 Colonial Way, Watford, Hertfordshire, WD24 4PT, United Kingdom.

Therefore, this Confidentiality Agreement as under, sets out the terms and conditions of the confidentiality of information between the foresaid parties as follows:

1.1 This confidentiality Agreement is made and effective on April 27th 2011 by and between Ohio LLP and Sanyo Electric Co. Ltd.

1.2 Ohio LLP proposes to disclose confidential information to the Sanyo Electric Co. Ltd. This confidential Information shall include all materials, data, technology, products, manuals, specifications, business plans, financial plans, marketing plans and all other information hereby disclosed and submitted.

1.3 This disclosure includes through oral, written and any other means to Sanyo Electric Co. Ltd by Ohio LLP.

1.4 Nothing within this confidentiality agreement shall require Ohio LLP to disclose or submit any of its information to Sanyo Electric Co. Ltd.

2.1 Sanyo Electric Co. Ltd agrees that the information provided by Ohio LLP is to be considered confidential between Ohio LLP and Sanyo Electric Co. Ltd. As such, Sanyo Electric Co. Ltd agrees not to utilise the information provided for any other purpose than specified by Ohio LLP.

2.2 It is agreed by Sanyo Electric Co. Ltd to withhold information in which this agreement covers from its officers, directors and/or its employees with whom do not have a specific requirement to such information.

2.3 The confidential information in which this agreement covers shall not be replicated by Sanyo Electric Co. Ltd except for the purposes of this agreement with the prior written agreement of Ohio LLP.

2.4 Upon request of Ohio LLP, Sanyo Electric Co. Ltd shall return all confidential information including reproductions, copies and/or other media containing such confidential information to Ohio LLP.

2.5 This return of confidential information shall take place within 10 (ten) working days of a written request being made by Ohio LLP.

2.6 At the option of Sanyo Electric Co. Ltd, Sanyo Electric Co. Ltd may destroy any and all documents and other media containing confidential information in which this agreement covers. Upon

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destruction, Sanyo Electric Co. Ltd will be required to notify Ohio LLP in writing of such an occurrence within 10 (ten) working days.

3.1 The obligations of Sanyo Electric Co. Ltd shall take effect on the date stated in clause 1.1 of this agreement and any date after which confidential information is disclose by Ohio LLP.

3.2 The obligations set out in this agreement shall not be affected by receivership, bankruptcy, attachment, seizure procedures and/or assignments of either Ohio LLP or Sanyo Electric Co. Ltd. This includes all procedures whether initiated by or against the parties of this agreement, their trustees, debtors, auditors and any and all equivalent of such under local laws and regulations.

4.1 Sanyo Electric Co. Ltd shall have no obligations as set out by this agreement in relation to confidential information which is or has become available to the public without breach of such an agreement by Sanyo Electric Co. Ltd.

4.2 Any disclosure of confidential information by Sanyo Electric Co. Ltd shall not be carried out until at least 28 (twenty eight) days after written notice and approval by Ohio LLP has been received by Sanyo Electric Co. Ltd.

5.1 No rights by license of otherwise shall be conferred or granted to Sanyo Electric Co. Ltd. by this confidentiality agreement.

5.2 Sanyo Electric Co. Ltd understands and agrees not solicit any change in the business practice, organisation, product or service of Ohio LLP.

5.3 Any disclosure of confidential information shall not be considered as proof of intent by the Ohio LLP Ltd to procure any product, service, funds or research effort from Sanyo Electric Co. Ltd.

5.4 Sanyo Electric Co. Ltd agree not to use any confidential information disclosed to develop or encourage an external party to develop a similar and/or competing product/service to those disclosed and or utilised by Ohio LLP.

6.1 Sanyo Electric Co. Ltd agrees to the non-disclosure of its participation within this and any future agreement between Sanyo Electric Co. Ltd, its subsidiaries and/or affiliates and Ohio LLP.

6.2 Sanyo Electric Co. Ltd agrees to the non-disclosure of the terms and conditions of this and any future agreement with Ohio LLP or of the fact that discussions are taking place between Sanyo Electric Co. Ltd and Ohio LLP in relation to any such agreement.

7.1 This confidentiality agreement shall be governed in accordance with the laws and regulations as set out in the United Kingdom of Great Britain and Northern Ireland.

7.2 Sanyo Electric Co. Ltd agrees to the exclusive jurisdiction of the Crown Courts of the United Kingdom of Great Britain and Northern Ireland and of the European Union Courts of Justice in relation to any and all disputes arising from this confidentiality agreement.

7.3 Sanyo Electric Co. Ltd agrees to Ohio LLP seeking any legal remedies and equitable relief deemed necessary to protect Ohio LLP in the event of any breach or threatened breach of this agreement by Sanyo Electric Co. Ltd.

8.1 This confidentially agreement supersedes all previous agreements in which this agreement conflicts as well as all agreements in relation to the confidentially of information between Ohio LLP and Sanyo Electric Co. Ltd hereof from the date as stated in clause 1.1.

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8.2 Sanyo Electric Co. Ltd shall not assign this confidentiality agreement or any such interest herein without the prior written consent of Ohio LLP.

8.3 If any of the terms of this confidentially agreement and/or any related articles are deemed invalid or unenforceable by a court of competent jurisdiction, then this agreement including any and all remaining terms shall remain in full force and effect as if such invalid or unenforceable term had not been included.

8.4 All notices that this confidentiality agreement or any related articles require shall be provided in writing to the appropriate parties concerned. Such notices shall be personally delivered or sent by prepaid postage, certified mail or through recognised overnight delivery services.

Signed on behalf of Sanyo Electric Co. Ltd

Signature: …………………………………..

Position: Member of the Board

Date: April 27th 2011

Signed on behalf of Ohio LLP

Signature: …………………………………..

Name: Name A

Position: CEO and Strategic Officer (Partner)

Date: April 27th 2011

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This Partnership Agreement sets out an agreement upon by and between:

Name AName BName CName D

The parties of this agreement agree to continue on the business of container and flask manufacturing under the name and style of Ohio LLP with its principle place of business at Address A on the terms and conditions incorporated in this Partnership Agreement executed on April 1st 2011.

Issues not covered in this Partnership Agreement will be carried out in line with UK legislation including The Limited Liability Partnerships Act 2000.

The parties of Partnership Agreement do upon agree to fulfil the terms and conditions set out by this agreement and the above said Act.

Therefore, this Partnership Agreement as under, sets out the terms and conditions of incorporation of the foresaid business as follows:

1.1 The parties of this agreement agree to continue on in business under the name and style of Ohio LLP.

1.2 The parties of this agreement agree to continue on the business of container and flask manufacturing.

1.3 The principle place of business shall take place at Address A.

1.4 This Partnership Agreement shall come into effect on April 1st 2011.

1.5 The roles of the firms designated members shall be as follows: CEO and Strategic Officer – Name A Chief Financial and Risk Officer – Name B Chief Commercial and Operations Officer – Name C Chief Legal Officer and Director of Communications – Name D

2.1 Each designated member, as stated above, shall invest £2,500, equating to £10,000 in total, into the partnership on the day of this agreements commencement as stated in clause 1.4.

2.2 The designated members of this partnership shall pay income tax appropriate to their designated share of the partnerships profits and shall be disclosed in the partnerships statement of comprehensive income as appropriate.

2.3 Net annual director remuneration shall not exceed 75% of partnership after tax profits as shown in the partnerships statement of comprehensive income.

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2.4 The value of individual director remuneration shall be decided upon by “Vote of the Board” as outlined in clause 7.1 of this agreement, but cannot come into contradiction with clause 2.3 of this agreement.

2.5 Individual director remuneration shall be linked directly to hours worked by each partner and the value of the work in which they have carried out for the firm.

3.1 The partners of this agreement shall be true and faithful to each other and shall not do or cause to be done anything that may be detrimental to the interest of the firm.

3.2 The designated members shall keep books of accounts and documents and shall make entries therein of all receipts, payments and other matters as is usually done and entered into the book of accounts and kept by persons engaged in the business similar to that of the firm. Each partner shall have a right to have access to and to inspect and take copy of the same. These shall be carried out in a way that expresses a true and fair view of the business and its operations.

3.3 The partnership shall be a partnership of will in line with The Limited Liability Partnerships Act 2000.

4.1 Each partner shall have equal rights and proportions to the profits of the business after all deductions including rent, salaries, interest and remuneration payable to the partners in accordance with this partnership agreement.

4.2 Losses incurred by the firm shall be treated equally to profits in line with this partnership agreement.

4.3 All firm accounts shall be in the name of the firm as stated in clause 1.1.

4.4 All designate members of the firm will have access to such accounts as described in clause 4.3.

4.5 All use of such accounts shall take place in good faith and in the interests of the firm. All adjustments to such accounts shall be audited and approved by two other partners of the firm, both of which shall alternate on a bi-monthly basis.

4.6 The firm’s financial year shall start and end on the first day of April and last day of March respectively.

5.1 On the death of a partner, their share of the firm’s profits may be transferred to another individual(s) as stated in the partners will or as the partner’s closest living relative(s).

5.2 This transfer only includes the right to share in the firm’s profits; this transfer does not include voting and control rights within the firm. This transfer of voting and control rights shall carried out on the approval of the remaining partners by “Vote of the Board” as outlined in clause 7.1 of this agreement.

5.3 Expulsion of partners shall be carried out through a “Vote of Board” in which the partner in question does not take part in the vote. This expulsion requires the approval of at least 75% of the remaining partners.

5.4 Appointment of new partners be carried out through a “Vote of Board” as stated in clause 7.1and requires the approval of at least 75% of the current partners.

5.5 Departure of partners can be carried out by the partner in question becoming a silent partner, the arrangements of which will be negotiated and agreed upon on a case by case basis. Acceptance of

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such an agreement will be carried out through a “Vote of Board” as stated in clause 7.1 and which requires the approval of at least 75% of the current partners.

5.6 Upon the wish of a partner to sever ties with the firm, this severing can be carried out through the sale of their share of the firm and any claim to future profits to another party. Any sale will not include any affiliated voting or control rights within the firm. Any appointment of voting or control rights shall be voted upon by “Vote of Board” as stated in clause 7.1 and which requires the approval of at least 75% of the remaining partners.

5.7 The remaining partners shall have first right to such a sale as a collective in the firm’s name. This purchase shall be agreed upon by “Vote of Board” as stated in clause 7.1. Upon this purchase being carried out, the severed partner’s share of the firm and its profits shall be spread equally between the remaining members unless otherwise voted upon by “Vote of Board” as stated in clause 7.1. This process cannot take any longer than 90 days after which, second rights as stated in clause 5.8 can then be enacted.

5.8 Upon no agreement being made by the firm to purchase the severed partners stake in the firm, the remaining partners as individuals have second right to any purchase being carried out. After which, if no agreement is made to purchase the severed partners stake, the severed partner can seek buyers not affiliated to the firm. This process cannot take any longer than 90 days after which, the departing partner can then seek a buyer from outside the firm as they see fit.

6.1 Any and all partners have the right to use the firm’s name and image when carrying out business for the firm in the capacity outlined in this agreement in relation to their specified role within the firm. This representation shall be in good faith. The partners do not represent the other partners of the firm as individuals or in any other capacity other than that outlined in this agreement.

6.2 All bonds, bills, notes, bills of exchange or promissory notes or other securities given on behalf of the firm (Except cheques) shall be signed, endorsed, accepted or executed jointly by all the partners and any bond, bill, note, bill of exchange to which any partner may be a party in contrary to this provision shall be deemed to have been on the personal account of such partner and he shall pay and discharge the same out of his own moneys and indemnity other partners and the firm against payment thereof and against all action, proceedings, costs, charges, expenses, claims and demands in respect thereof.

6.3 The partners shall not be liable to any criminal action for the business or working of the partnership firm or for the acts of the other partners; its employees or its representatives for and on behalf of or on account of the partnership firm or for the purpose of the partnership firm. The said partners shall not be liable for any liability, civil or criminal, against the partnership firm or other partners.

6.4 The said partners shall not become and shall not be liable for any criminal action or offence committed by other partners or employees or authorised representatives of the firm under the Income Tax Act, Customs Act, Foreign Exchange Regulations Act, Sales Tax Laws or other Central or State Acts, Laws, rules and regulations.

7.1 The “Vote of Board” clause states that decisions of significance carried out in the name of the firm will be voted upon by the firm’s partners. Decisions will normally require a vote of at least 50% in favour in order to be enacted unless otherwise stated in this agreement. All decisions will be subject to a “Vote of Board” by default unless it is felt by the firm’s partners that a “Vote of Board” is not required.

7.2 All partners have a single vote unless in such times when a “Vote of Board” ends in a tie in which the named Chief Executive Officer of the firm will have the casting vote.

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7.3 Partners of the firm have the right to call a “Vote of Board” at any time and on any issue concerning the running of the firm unless in contradiction of this Partnership Agreement.

7.4 Decision making powers can be delegated to and withdrawn from individual partners by carrying out a “Vote of Board” as stated in clause 7.1.

7.5 A “Vote of Board” can only be carried out on a single issue once every 24 hours.

7.6 Partners are required to make the other partners of the firm aware of any conflicts of interest that may arise when carrying out of a “Vote of Board” or in the general running of the firm. Partners are not permitted to take part in a “Vote of Board” when there is a known conflict of interest.

8.1 The partners will be entitled to modify the terms of this agreement by executing an agreement amendment. Such agreement amendments shall be executed on the first day of the firm’s financial year as stated in this agreement by default unless otherwise specified in the agreement amendment.

8.2 Agreement amendments require a “Vote of Board” as stated in clause 7.1 to be carried out in order to be implemented. Agreement amendments require a vote of at least75% in favour in order to be implemented.

9.1 All disputes and questions in connection with the firm or this agreement arising between the partners or between any one of them or their legal representatives and whether during or after this partnership, shall be referred in accordance with the provisions of the Arbitration and Conciliation Act 1996.

The Ratification of this Partnership Agreement shall be sufficient for the Establishment of this Limited Liability Partnership between the listed Partners so ratifying the same.

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Signature: …………………………………..

Name: Name A

Position: CEO and Strategic Officer (Partner)

Date: April 1st 2011

Signature: …………………………………..

Name: Name B

Position: Chief Financial and Risk Officer (Partner)


Signature: …………………………………..

Name: Name C

Position: Chief Commercial and Operations Officer (Partner)


Signature: …………………………………..

Name: Name D

Position: Chief Legal Officer and Director of Communications (Partner)


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Where do you currently purchase food & drink for work and/or equivalent?o Place of work i.e. Cafeteria or vending machineo Shop/supermarket near your place of worko Make at home for use in a packed luncho Noneo Other, please state ____________________________________________________

Why?____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Do you currently take flasks/containers containing food or drink to work?o Yeso No

If so, how often do you use these flasks/containers?o Dailyo 2-3 times a weeko Weeklyo Fortnightlyo Other, please state ____________________________________________________

Do you consider our products as feasible and practical to use?o Yeso No

Would you buy our reheating flasks/containers instead of traditional flasks/containers?o Yeso No

What would put you off buying these flasks/containers?o Priceo Weighto Other products utilisedo Not of useo Other, please state ____________________________________________________

How long would you expect these products to be used for?o 1 Yearo 2 Yearso 3+ Yearso Other, please state ____________________________________________________

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What is the maximum price you would pay for these products assuming they had a life of 3 years?

o £9.99o £19.99o £29.99o £39.99o £49.99+

Where would you buy these products?o Online Commerce sites

o Amazono EBayo Other, please state ______________________________________________

o Television Auction Channelso Bid TVo Price-Drop TVo Speed Auction TVo Other, please state ______________________________________________

o Supermarketso Tescoo Asdao Sainsbury’so Morrison’so Icelando Waitroseo Marks and Spencero Lidlo Co-opo Other, please state ______________________________________________

o Convenience Storeso Costcuttero Premier Storeso Londiso One Stopo Day and Niteo Mace

o Other, please state ____________________________________________________

Additional Comments______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

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______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Questions and Answers ResponseWhere do you currently purchase food & drink for work and/or equivalent? Nearby shop/supermarket 72%Place of Work i.e. Cafeteria or vending machine 64%Homemade packed lunch 36%None 4%Do you currently take flasks and/or containers containing food/drink to work? Yes 32%No 68%How often do you use these flasks/containers? Daily 80%2-3 Times a Week 16%Weekly 4%Fortnightly 0%Do you consider our products as feasible and practical to use? Yes 72%No 28%Would you buy our reheating flasks/containers instead of traditional flasks/containers? Yes 16%No 84%What would put you off using these flasks/containers? Price 88%Other Products Utilised 68%Weight 64%Not of Use 32%How long would you expect these products to be used for? 1 Year 12%2 Years 64%3+ Years 24%What is the maximum price you would pay for these products? £9.99 8%£19.99 36%£29.99 40%£39.99 16%£49.99+ 0%Where would you buy these products? Supermarkets 100%Online Commerce Sites 56%Convenience Stores 36%Television Auction Channels 20%

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Product Schematics - Food Container

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Product Schematics – Liquid Flask

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Product Schematics – Power Cell Charger

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Example Business Plan - Manufactured Product

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