Exhibit 10.12
REPRESENTATION AGREEMENT
REPRESENTATIVE: North Eastern Sales Solutions
COMPANY: Organic Sales and Marketing
TERRITORY: New England for the Supermarket, Drug, Convenience, and
Mass Merchant class of trade
PRODUCTS: o Organic Household Cleaning Products and
other products as mutually agreed. See
Attachment I
DATE OF AGREEMENT: July 26, 2006
Initials of Representative's
Officer
BWR
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Initials of Company's
Officer
SJ
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REPRESENTATION AGREEMENT
The Company hereby engages the Representative, North Eastern Sales
Solutions (NESS) commencing with the date of this Agreement as its
exclusive sales representative in the Territory under the following terms
and conditions:
1. The Representative shall diligently promote the sale of the
Company's products and act as the Company's sales Representative for mass
marketing accounts doing business in the Territory.
2. The Representative will serve as an independent contractor and
shall be responsible for and shall pay all applicable social security,
withholding and other employment taxes, ▇▇▇▇▇▇▇'▇ compensation insurance
and otherwise comply with all applicable laws concerning the employment by
it of its employees used in the performance of services for the Company.
The Representative will bear all expenses incurred in the course of the
performance of its duties under this Agreement except those which the
Company agrees in advance to pay.
3. The Representative will inform customers of the Company's terms,
prices and credit policies and will assist the Company in the collection
of delinquent accounts in the territory if, when and where necessary. The
Representative will make no representations, warranties or commitments
purporting to be binding on the Company or which vary the Company's
established policies and practices without the prior written consent of
the Company.
4. The Company shall pay to the Representative as compensation for
its services under this Agreement, plus a commission of five percent (5%)
of the payments made for product sold by the Company in the Territory (New
England). In markets outside New England, North Eastern Sales Solutions
(NESS) shall be paid a master Brokerage of (3%). Commissions shall be paid
by the fifteenth (15th) day of each month for payments made in the
previous calendar month. NESS will be granted additional stock options
based on volume sold. Projections will be developed as data is developed
for the trade. Final details of this program will be developed mutually
between Organic Sales and Marketing, Inc., and NESS.
5. The Company shall provide to the Representative, without charge,
all necessary supplies, samples, promotional materials, advertisements and
such other items as the Company deems necessary or desirable for the
promotion of its business.
6. The Company hereby agrees to indemnify and hold harmless the
Representative against any and all losses, legal fees and reasonable
expenses arising from claims for infringement of any patent rights by
products offered by the Company and for property damage or personal injury
arising from products manufactured or sold by the Company. The Company
shall list the Representative as an additional named insured on its
product liability insurance policy and provide to the Representative a
certificate of such insurance.
7. This Agreement shall have an initial term of five (5) years and
shall then be automatically extended from year to year unless thirty (30)
days before the end of the term either party gives written notice of
termination to the other. Either party may terminate this Agreement at any
time for failure of the other party to adequately perform its duties and
obligations. The party wishing to terminate the Agreement shall provide
written notice to the other party stating the reason for termination. If
the other party has not cured the problems set forth in the notice within
ninety (90) days after receipt of such notice, then the party that sent
the notice may, by further written notice, terminate this Agreement.
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Upon termination, commissions for sales made before termination will be
paid in accordance with the provisions of Section 4, above.
8. This Agreement shall be governed and interpreted in accordance
with the law of the State of Massachusetts and constitutes the entire
understanding between the parties.
9. Any notice pursuant to this Agreement shall be sent to the
address set forth for the parties on the first page. Any notice of under
Section 7 shall be sent by certified mail, return receipt requested or by
recognized national delivery service.
IN WITNESS WHEREOF, the parties have executed this Sales
Representation Agreement on the 26th day of July , 2006.
WITNESS: [Company]
By: S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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[Representative]
By: S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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President & CEO
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