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International
Hydrolytics Ltd.
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Sample Marketing Representative Agreement
“Sidean” Castlewoods, Glengarriff, County Cork
, Ireland l Telephone: (353)27-63544
(Date)
The
Wizard
Yellow
Brick Road
Emerald
City, Land of Oz
Dear
Mr. Wizard:
International Hydrolytics Ltd (IHL) promotes world-wide manufacture and
sales of a revolutionary line of products through licensed applications of
patented advanced hydrolytic composite (AHC) technology. Accordingly, IHL offers you a non-exclusive
appointment to promote the full line of AHC product licenses in all countries
of the world, and this letter, when accepted by signature and returned, will
confirm previous understandings, supersede all previous agreements, and serve
as a written agreement with respect to your services as a IHL marketing
representative.
1. You represent that you do not have any
conflicting agreements, and you agree that you will not, without IHL consent,
undertake to promote other products in conflict with those contemplated by this
Agreement.
2. In the performance of services
hereunder, it is mutually agreed that you will comply with all applicable terms
and regulations of the United States which are by law or regulation to be
included in contracts of this nature and are hereby incorporated herein by
reference, provided, however, that the promotion of military applications to
governments other than the United States is subject to restrictions by the
United States Department of State.
3. You further agree to sign all papers,
take all rightful oaths, and perform all acts necessary to make this agreement
effective as to any particular ideas or applications for letters patent,
covering same, domestic or foreign and including any extensions, divisions, or
re-issues thereof, and you agree to do all acts to protect the rights and
interests of IHL including the giving of testimony.
4. You also agree that you will not
disclose to any other person, firm, or corporation, nor use for your own
personal benefit, during or after the term of this agreement, any information relating
to the experimental research work of IHL or the methods, processes, tools,
machinery, formulae, drawings, or information acquired in the course of your
performance of services hereunder.
5. Except as expressly provided elsewhere
in this agreement, it is further mutually agreed and understood that IHL has
unilateral and unrestricted right to use herein produced information in any and
all ways that IHL may deem necessary with respect to AHC products.
6. You agree to indemnify, protect, and
save IHL harmless for all loss, damage, cost, and expense that IHL may sustain,
or for which IHL may become liable, resulting from death or injury to persons
or loss or destruction of, or damage to property, which may be caused or
contracted to by any negligent act or omission of you, during the performance
of services incident thereto.
7. You are to act as an independent agent,
and you will have no authority to make any commitments on behalf of IHL, bind
IHL in any way whatsoever, or receive monies payable to IHL, without the prior
written consent of IHL.
8. You shall have wide discretion in
methods used to promote the licensed manufacture and sales of AHC
products/technology hereunder, and IHL will cooperate with you to the greatest
extent possible by arranging for consultations between you and the appropriate
IHL personnel.
9. You are prohibited from submitting
price or any other information about AHC products/technology to any known
competitor of IHL.
10. All prices, discounts, and terms
governing the sale of AHC products will be established solely by IHL, and IHL
will have the final right of any credit approval, refusal, or contract
acceptance. In addition, although you
will advise and cooperate with IHL in these matters, you will assume no
responsibility therefore.
11. IHL shall supply price quotations,
technical data, and other material deemed appropriate to support you in your
business development efforts, and you will promptly supply IHL with copies of
quotations made on behalf of IHL for approval or rejection.
12. All orders and contracts for products
shall be in writing, in favor of IHL.
13. All orders or contracts are subject to
acceptance or rejection by the President or Chief Operating Officer of IHL at
the principal offices of IHL. All
orders will be promptly approved or rejected in writing to the customer, with a
distribution copy to you. IHL reserves the right to refuse any order from the
territory, and, in this event, you shall not be entitled to any commission
thereon.
14. In consideration of successful business
development by you hereunder, IHL will pay you 10% of product development
revenues, 5% of net license revenues, and 2.5% of net royalty revenues received
by IHL.
15. IHL will pay you current funds owed for a
given license or development program, no later than 15 days from the time that
payment is received by IHL from the customers developed by you.
16. You do not have the right to assign
commission fees, or any other right granted under this agreement, during the
life of this agreement. However, all
commission fees properly due shall inure to the benefit of your legal
successors or heirs.
17. IHL shall not be obligated to provide
Workman’s Compensation Insurance covering you.
In addition, the Federal Insurance Contributions Act and the withholding
provisions of the Internal Revenue Code shall not be applicable to any payments
by IHL pursuant to this Agreement.
18. All invoices for AHC licenses, product
development, or foreign Government applications shall be rendered by IHL direct
to the customer with a distribution copy to you, and IHL will be solely
responsible for the collection of delinquent accounts.
19. You agree to forward immediately to IHL
any and all monies, in any form, which you may collect from customers in the
territory.
20. You will make no allowance or adjustment
of accounts or authorize the return of products without written authorization
of IHL.
21. This Agreement shall continue in effect
for one year from the date of execution, unless terminated without cause during
this period by either party upon written notice to the other party. In addition, this Agreement may be
terminated immediately by either party for breach of contract. However, if not terminated, the Agreement
shall be automatically renewed from year to year, until terminated by either
party upon 30 days written notice, mutual consent, or for breach of contract.
22. Upon termination, all materials relevant
to AHC products/technology that have been supplied by IHL, including product
samples, shall be packaged for shipment by you and shipped F.O.B. to a point
designated by IHL.
23. Commissions on orders received prior to
the date of termination shall be paid by IHL at 100% of calculated commission
and royalties in accordance with paragraphs 14 and 15.
24. Upon notification of termination, you
shall prepare a list of accounts, the names of the responsible personnel for
these accounts, and the AHC products expected to be licensed on these
accounts. IHL will pay 100% commissions
in accordance with paragraph 14 on any orders received from these accounts
within one year of the termination date.
25. This agreement will terminate
immediately, upon the occurrence of any one of the following events, as they
apply to you and IHL: breach of agreement; insolvency; cessation of business;
bankruptcy; or assignment for benefit of creditors.
26. This agreement is not assignable to any
other party and amendments to this agreement must be in writing and signed by
both parties. Notice between parties to
this agreement must be in writing and sent by registered or certified mail or
documented fax.
27. This agreement shall be governed by and
construed according to the statutes of Ireland, the United States of America
and the State of New Mexico, as appropriate.
28. IHL reserves the right to alter or
discontinue licenses or sublicenses for manufacture or sale of any AHC product
without notice to you, except for changes to the compensation provisions for
which IHL must obtain the your prior written approval.
29. IHL reserves the right to develop or
acquire new AHC products and either add them to this Agreement or market such
AHC products exclusive of this agreement.
If
the foregoing is acceptable, please indicate your acceptance by signing and
returning this letter to IHL. This
fully-executed document shall then constitute a binding agreement.
ACCEPTED: Very
Truly Yours,
INTERNATIONAL
HYDROLYTICS LIMITED
__________________
__________________
SSN: _____________ President
Date:______________ Date:______________
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